Venquest Capital Ltd.
TSX VENTURE : VC.P

July 18, 2005 15:41 ET

Venquest Announces Closing of Nightingale Informatix Corporation Financing and Execution of Amalgamation Agreement

TORONTO, ONTARIO--(CCNMatthews - July 18, 2005) -

Not for dissemination in the United States of America

Venquest Capital Ltd. (TSX VENTURE:VC.P) ("Venquest" or the "Corporation") is pleased to announce that Nightingale Informatix Corporation ("Nightingale"), the private company that Venquest has previously announced a proposed business combination with as its Qualifying Transaction (the "Business Combination"), has completed a private placement of 975,200 subscription receipts (the "Nightingale Subscription Receipts") at a price of $1.00 per receipt for gross proceeds of $975,200 (the "Nightingale Private Placement"). Each Nightingale Subscription Receipt entitles the holder to receive, for no additional consideration, one Nightingale common share automatically immediately prior to the closing of the Business Combination (and following a proposed consolidation of Nightingale's common shares resulting in 25,350,000 post-reorganization common shares being then outstanding), provided the Business Combination is completed by September 9, 2005, such that each holder will receive post-consolidation Nightingale common shares that will be exchanged pursuant to the terms of the Business Combination into common shares of Amalco. Canaccord Capital Corporation (the "Agent") acted as agent in connection with the Nightingale Private Placement and in connection therewith will be paid a cash commission upon the completion of the Business Combination. In addition upon the completion of the Business Combination, the Agent will be granted agents' options (the "Nightingale Agents' Options") to purchase up to 97,520 Nightingale Common Shares, at a price of $1.00 per share for a period of eighteen (18) months from closing of the Nightingale Private Placement.

Nightingale intends to use the proceeds of the Nightingale Private Placement for general working capital purposes of Nightingale in the discretion of the Board of Directors of Amalco (as defined herein).

Venquest is also pleased to announce it has entered into a formal amalgamation agreement between Nightingale and Venquest (the "Amalgamation Agreement"), pursuant to which the parties have agreed Nightingale and Venquest will amalgamate and continue as a new company ("Amalco"). Pursuant to the terms of the Amalgamation Agreement:

(a) the holders of the Nightingale Common Shares will receive one common share of Amalco (the "Amalco Common Shares") with a deemed value of $1.00 per share for each share owned; and

(b) the holders of the Venquest common shares will receive one Amalco Common Share for each 3.076923 Venquest common shares owned. The outstanding stock options and agents options of Nightingale shall be replaced with stock options and agents options of Amalco with identical terms. The outstanding Venquest agent's options and the Venquest stock options shall be replaced with an adjusted number of agents' options and stock options of Amalco with adjusted terms based on the exchange ratio indicated above.

The completion of the Business Combination is subject to the approval of TSX Venture and all other necessary regulatory approval. The completion of the Business Combination is also subject to additional conditions precedent, including shareholder approval of the Corporation and Nightingale for the Business Combination, shareholder approval of Nightingale for its reorganization, the entering into of non-competition agreements with certain key personnel of Nightingale, and certain other conditions.

As indicated above, completion of the Business Combination is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approval of the Corporation. The Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular of the Corporation to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.

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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Venquest Capital Ltd.
    Stephen R. Shaver
    President
    (905) 829-9115
    or
    Nightingale Informatix Corporation
    Nick Vaney
    Vice-President, Finance and Corporate Development
    (905) 943-2606