Northstar Healthcare Inc. Leading Bidder for Surgery Centers in Bankruptcy Proceedings -- Signs Agreement With PI Financial to Raise up to $5,000,000 Through Brokered Private Placement

HOUSTON, TX--(Marketwired - Dec 4, 2013) - Northstar Healthcare Inc. (TSX: NHC) ("Northstar" or the "Company") today announced that it has entered an agreement with PI Financial to act as its agent (the "Agent") to complete a brokered private placement of up to 6,250,000 units at a price of $0.80 per unit, for gross proceeds of up to $5,000,000 (the "Private Placement").

Each unit will consist of one common share and one-half of one common share purchase warrant with each whole warrant entitling the holder thereof to purchase one additional common share at $1.10 for 24 months from the closing date. The warrants will be subject to an early acceleration provision in the event that the volume weighted average trading price of the common shares equals or exceeds $1.40 for a period of 10 consecutive trading days.

In addition, the Company has agreed to grant the Agent an over-allotment option to acquire up to an additional 937,500 units at any time up to the closing of the Private Placement.

Completion of the Private Placement and the payment of any broker fees remain subject to the approval of the TSX. The proceeds of the Private Placement will be used for general working capital purposes.

All securities issued under the Private Placement will have a four month statutory hold period.

Northstar Makes Bid on Brown Hand Center Assets -- Obtains "Stalking Horse" Status from Bankruptcy Trustee

The Company today also announced that it has made a bid on two ambulatory surgery centers ("ASCs") in a portfolio of ASCs that is currently in bankruptcy proceedings. Northstar's initial bid for the ASCs was the highest and therefore the bankruptcy trustee has made Northstar the "stalking horse" bidder in the process. The two ASCs are located in Phoenix, Arizona and Dallas, Texas.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Northstar Healthcare Inc.

Northstar partners with physicians in the ownership and management of ambulatory facilities and healthcare services. Northstar owns and manages interests in three ambulatory surgery centers, two in Houston and the third in Dallas.

Forward-looking statements

This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to the Private Placement, the acquisition of the ASCs and more generally, the business of Northstar Healthcare Inc. (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. 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.Northstar-Healthcare.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.