Nightingale Informatix Corporation
TSX VENTURE : VC.P

Nightingale Informatix Corporation

September 01, 2005 17:00 ET

Nightingale Informatix Corporation and Venquest Capital Ltd. Complete Business Combination

TORONTO, ONTARIO--(CCNMatthews - Sept. 1, 2005) -

(Not for dissemination in the United States of America)

Nightingale Informatix Corporation (the "Corporation") (the company formed upon amalgamation of Venquest Capital Ltd. (TSX VENTURE:VC.P) ("Venquest") and the private company Nightingale Informatix Corporation ("Nightingale") today announced it has completed its previously announced amalgamation (the "Business Combination").

Immediately prior to the completion of the Business Combination, holders of 975,200 previously issued subscription receipts were deemed to have exercised such securities, resulting in the issue of an additional 975,200 common shares. The exercise of the subscription receipts resulted in the release from escrow of an additional $975,200 in gross proceeds to Nightingale.

"The amalgamation with Venquest is an important milestone for Nightingale. As a public company, Nightingale is now better positioned to continue its organic growth and execute on its acquisition strategy", said Sam Chebib, President & CEO of Nightingale. "We believe that our recent success and track record combined with our innovative technology and business model will allow us to take advantage of the substantial market opportunity in North America. The pressures to reduce healthcare costs while improving patient care are significant and can only be achieved through the technology leadership and innovation of companies like Nightingale".

Pursuant to the Business Combination: (i) the holders of common shares of Venquest received one common share of the Corporation for each 3.076923 Venquest common shares owned; and (ii) the holders of the Nightingale common shares received one common share the Corporation with a deemed value of $1.00 per share for each Nightingale common share owned. The outstanding agent's options and stock options of Venquest were exchanged for/continued into agent's options or stock options of the Corporation for each 3.076923 stock options or agent's options held, with adjusted purchase prices. The outstanding agent's options and stock options of Nightingale were exchanged for/continued into the same number of agent's options or stock options of the Corporation with the same exercise price.

After completion of the Business Combination, the Corporation has 29,607,704 common shares outstanding.

The Business Combination constituted a Qualifying Transaction of Venquest as defined in Policy 2.4 of the TSX Venture Exchange Inc. ("TSX Venture") Corporate Finance Manual.

The completion of the Business Combination has received conditional approval of TSX Venture and is subject to their final approval, which the Corporation expects to receive next week after it completes outstanding filings and fees regarding the Business Combination.

The common shares of the Corporation are expected to commence trading next week under the symbol "NGH" after TSX Venture issues its final bulletin at which time the common shares of Venquest will cease trading.

About Nightingale

Nightingale (www.nightingale.md) is Canada's largest healthcare application service provider (ASP). Customers include Mt. Sinai Hospital, the Government of Nova Scotia Department of Health, and the Alberta Orthopedics Society.

Nightingale's internet-based Electronic Health Record (EHR) solution and Practice Management solution are designed to help physicians, clinics, hospitals and other healthcare organizations manage their practices, as well as their patient records through a secure internet browser. Nightingale's Practice Management and EMR solutions offer multi-location, enterprise wide management and reporting capabilities. Nightingale's suite of products offer Canadian and United States physicians leading edge functionality for patient scheduling, resource scheduling, billing, claims processing, work flow tools, clinical documentation, laboratory interfaces, document management and patient portals, and other real-time patient services. OpenX Technologies and VisionMD are wholly owned subsidiaries of Nightingale. Nightingale services customers in every province in Canada.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Factors that might cause a difference include, but are not limited to, market acceptance of principal products, the impact of competitive products and technologies, the possibility of products infringing patents and other intellectual property of fourth parties, and costs of product development. Neither Nightingale nor Venquest will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Venquest and Nightingale. Further information with respect to Nightingale and the Business Combination is available at www.sedar.com.

The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Nightingale Informatix Corporation
    Samer Chebib
    President and Chief Executive Officer
    (905) 943-2606
    or
    Nightingale Informatix Corporation
    Nick Vaney
    Chief Financial Officer
    (905) 943-2606