Leveljump Healthcare Corp. (TSXV:JUMP) signed a term sheet to acquire Telehospital Corp. from certain private U.S. vendors for $7.1 million on September 28, 2021. Leveljump Healthcare Corp. signed a definitive agreement to acquire a mid-west U.S. based telehealth business from certain private U.S. vendors on November 16, 2021. The proposed purchase price is approximately $7.13 million which will be paid to the vendors as follows: (a) $100,000 is to be paid as a cash deposit upon the signing of definitive agreements; (b) $4.9 million cash on closing; (c) Leveljump Healthcare will issue on closing to the vendors a three year $500,000 5% note which is convertible into common shares; and (d) Leveljump Healthcare will issue 4 million common shares to the vendors to be released to the vendors at the rate of 25% on closing and 25% on each of the 6th, 12th and 18th month after closing. In addition, a bonus payment of $1 million will be payable if revenues of the business meet certain gross revenue targets within 36 months. 2020 revenues of target were $4,716,416 with a net income of $711,042. The target business had $2,130,940 in assets and $1,485,860 in liabilities as at December 31, 2020. As of February 9, 2022, LevelJump has secured the financing of $177,500 to support the acquisition. The transaction is subject to a number of conditions including, but not limited to, required regulatory approvals including the TSX Venture Exchange, satisfactory due diligence and obtaining financing to fund the cash balance of the purchase price. Definitive agreements are expected to be completed and executed by mid-October with closing targeted for the first half of December 2021.As of November 16, 2021, Closing is targeted for the end of January 2022. As of March 2, 2022, the acquisition now been further extended to April 30, 2022 to allow additional time to complete required due diligence and to ensure that sufficient financing is in place to enable LevelJump to meet its funding obligations.

As of May 19, 2022, parties have agreed to amend the payment terms of the purchase price, accordingly, the total proposed purchase price has been reduced to $6 million. Consideration will be paid as follows $2 million cash on closing, $0.5 million cash three months after client services have begun on the execution of a pending services agreement with an identified client hospital, contingent payments of up to $2 million based, in part, on gross revenues received between the date of closing and fiscal years 2023 and 2024. And an increase in the number of shares of Leveljump to be issued to the vendors from 4 million shares to 6 million shares to be released to the vendors at the rate of 25% on closing, and 25% on each of the 6th, 12th and 18th month thereafter. Company has also agreed to pay $0.5 million cash for certain medical assets and IP of which $0.2 million will be paid on closing and the remaining $0.3 million will be due following the receipt of FDA approval to the use of the assets. Closing has now been rescheduled for June 30, 2022.