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MARKHAM, ON,
Jan. 25, 2013 /CNW/ - Nightingale
Informatix Corporation ("Nightingale" or the "Company") (TSXV:
NGH), an application service provider (ASP) of electronic medical
record (EMR) software and related services, today announced a "best
efforts" private placement of convertible partially secured
subordinated debentures (Series C) ("Debentures") at a price of
$1,000 per Debenture for minimum
gross proceeds of $3.5 million and
maximum of $5.0 million ("Debenture
Offering"). Nightingale has appointed Raymond James Ltd. ("Raymond
James" or the "Agent") to act as an agent on behalf of the Company
to complete the Debenture Offering. All values are in Canadian
dollars unless otherwise specified.
The Debentures shall mature three years from the
closing date of the Debenture Offering ("Maturity") and bear
interest at an annual rate of 10%, to be paid monthly in cash,
commencing one month from the closing date until maturity.
Following the first anniversary of issuance of the Debentures,
Nightingale shall have the right to redeem the Debentures at any
time, in whole or in part, without notice or penalty, at a price
equal to their principal amount plus accrued and unpaid interest.
The Debentures shall be convertible at the holder's option into
fully-paid common shares at any time prior to Maturity or
redemption at a conversion price of $0.60 per common share.
The Company intends to use the proceeds from the
transaction for general corporate purposes. In addition, part of
the proceeds may be used towards redemption of the outstanding
balance of the Company's Series A 12% convertible debentures,
maturing July, 2013 and January, 2016, which carry an aggregate
principal face value of $2,066,000.
In conjunction with a successful completion of
the Debenture Offering, the Agents shall receive a 6% cash
commission on the total dollar amount raised. In addition,
Raymond James shall receive 6%
agent's options ("Agent's Options") to be issued at the closing of
the Debenture Offering. The Agent's Options will be exercisable for
shares for a period of three years from closing at $0.60 per share.
The Debenture Offering is subject to the receipt
of all necessary approvals of the TSX Venture Exchange, completion
of definitive documentation and the receipt of all necessary third
party approvals.
About Nightingale
Nightingale is one of the fastest growing health
care service and software companies in North America and is recognized as an industry
leader in Web-based clinician and community based electronic
medical records (EMR) serving the needs of small primary care
practices, multi-physician outpatient clinics, and large scale
regional health organizations and networks. Coupled with integrated
practice management and transcription, Nightingale's comprehensive
service offering allows customers to enhance patient care, increase
revenue opportunities and optimize operations. Nightingale is
continuously innovating and enhancing its services to meet the
needs of its growing and diverse customer base. Nightingale -
Healthcare connected. www.nightingalemd.ca
Forward Looking Statement
This press release contains "forward-looking statements"
respecting the issuance and cancellation of securities of the
Company within the meaning of applicable Canadian securities
legislation. Generally, forward-looking statements can be
identified by the use of forward- looking terminology such as
"plans", "expects" or "does not expect", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may"
,"could", "would", "might", "occur" or "be achieved".
Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of Nightingale to be
materially different from those expressed or implied by such
forward-looking statements, including but not limited to: risks
related to the speculative nature of the medical software industry,
which is affected by numerous factors beyond Nightingale's control;
the ability of Nightingale to successfully secure customer
contracts and the timing of securing such contracts; the ability of
Nightingale to complete and successfully integrate its acquisitions
on an accretive basis, Nightingale's access to debt and capital
facilities, including compliance with current debt arrangements;
the existence of present and possible future government regulation;
the significant competition that exists in the medical software
industry; the early stage of Nightingale's business, and risks
associated with early stage companies, including uncertainty of
revenues, markets and profitability and the need to raise
additional funding. All material assumptions used in making
forward-looking statements are based on management's knowledge of
current business conditions and expectations of future business
conditions and trends. Certain material factors or assumptions
applied by management in making forward-looking statements, include
without limitation, factors and assumptions regarding future trends
in healthcare spending, economic conditions affecting Nightingale
and North American economies; Nightingale's ability to continue to
fund its business, rates of customer defaults, relationships with,
and payments to lenders, as well as Nightingale's operating cost
structure.
There can be no assurances the
forward-looking statements contained in this press release relating
to the Debenture Offering will remain accurate, as the Debenture
Offering remains subject to a number of conditions. Should
any of these conditions not be satisfied, including but not limited
to the Debenture Offering not reaching the minimum offering size,
the Debenture Offering may be delayed or not completed as completed
as disclosed herein.
Although Nightingale has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
statements, there may be other factors that cause results not to be
as anticipated, estimated or intended. There can be no assurance
that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking statements. Nightingale does not
undertake to update any forward-looking statements that are
incorporated by reference herein, except in accordance with
applicable securities laws. Further information on Nightingale
Informatix Corporation is available at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Nightingale Informatix Corporation