Nobilis Health Corp.
TSX : NHC
NYSE MKT : HLTH

Nobilis Health Corp.

April 21, 2015 16:27 ET

Nobilis Announces Increase of Previously Announced Bought Deal Financing to C$65.9 Million

HOUSTON, TEXAS--(Marketwired - April 21, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Nobilis Health Corp. ("Nobilis" or the "Company") (TSX:NHC)(NYSE MKT:HLTH) today announced that in connection with its previously announced bought deal private placement offering (the "Offering"), it has entered into an amendment agreement with Mackie Research Capital Corporation and PI Financial Corp. as co-lead underwriters (collectively, the "Underwriters") to upsize the Offering from $40,005,000 to $65,880,000. The Underwriters have agreed to purchase, on a bought-deal private placement basis, 7,320,000 units (the "Units") of Nobilis at a price of $9.00 per Unit, for gross proceeds of $65,880,000.

Each Unit is comprised of one treasury unit (a "Treasury Unit") and one-half of one common share (each whole common share, an "Additional Share") from Donald L. Kramer and associates and affiliates of Donald L. Kramer or from Harry Fleming (collectively, the "Selling Shareholders") or from treasury. Each Treasury Unit is comprised of one-half of one common share (each whole common share, a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant is exercisable for a period of 24 months following the closing of the Offering at an exercise price of $11.50. The expiry date of the Warrants may be accelerated by the Company at any time following the nine-month anniversary of the Closing and prior to the expiry date of the Warrants if the volume-weighted average trading price of the Company's common shares is greater than $13.50 for any 20 consecutive trading days, at which time the Company may accelerate the expiry date by issuing a press release announcing the reduced warrant term whereupon the Warrants will expire on the 20th calendar day after the date of such press release.

The Company and the Selling Shareholders have also granted the Underwriters an over-allotment option (the "Over-Allotment Option"), exercisable at any time up to 48 hours prior to Closing, in whole or in part, to purchase up to an additional 15% of the securities sold pursuant to the Offering, in such proportion as the Company, the Selling Shareholders and the Underwriters mutually agree, to cover over-allotments and for market stabilization purposes.

The gross proceeds of the Offering to be received by the Company are approximately $36 million, before giving effect to the Over-Allotment Option.

The Offering will take place by way of a private placement to qualified investors in all provinces of Canada and otherwise in those jurisdictions where the Offering can lawfully be made. Canadian subscribers must be "accredited investors" (as defined in National Instrument 45-106 Prospectus and Registration Exemptions ("NI 45-106")) or otherwise qualified under NI 45-106. The Units will be restricted securities within the meaning of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and (other than with respect to affiliates of the Company) subject to a "hold period" of not longer than six (6) months and one day from the closing of the Offering. The Units may be offered in the United States on a private placement basis pursuant to an appropriate exemption from the registration requirements of the U.S. Securities Act.

Closing of the Offering is expected to occur on or about May 13, 2015 and is subject to certain conditions and approvals including, but not limited to, the receipt of approval by the Toronto Stock Exchange.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

About Nobilis Health Corp.

Nobilis utilizes innovative direct-to-patient marketing focused on a specified set of procedures that are performed at our centers by local physicians. We own and manage ambulatory and acute care facilities to deliver healthcare services. Nobilis owns and manages interests in ambulatory surgery centers in Houston, Dallas, and Scottsdale, Arizona. In addition, Nobilis owns one acute care hospital in Houston. Nobilis also owns and manages interests in two imaging centers and one urgent care clinic in Houston.

Cautionary Statement Regarding Forward-Looking Information

This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to business of Nobilis Health Corp. (the "Company") and the environment in which it operates. Forward-looking statements are identified by words such as "believe", "anticipate", "expect", "intend", "plan", "will", "may" and other similar expressions. These statements are based on the Company's expectations, estimates, forecasts and projections and include statements relating to the completion of the Offering and the use of proceeds from the Treasury Offering. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. These risks and uncertainties are discussed in the Company's regulatory filings available on the Company's web site at www.NobilisHealth.com or at www.sedar.com. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances.

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