Venquest Capital Ltd.
TSX VENTURE : VC.P

August 05, 2005 17:14 ET

Venquest Capital Ltd.: Nova Scotia Department of Health to License Nightingale Software Applications

TORONTO, ONTARIO--(CCNMatthews - Aug. 5, 2005) -

(Not for dissemination in the United States of America)

Electronic Medical Record system to be made available to primary healthcare providers across Nova Scotia, in a voluntary province wide initiative

Venquest Capital Ltd. (TSX VENTURE:VC.P) and Nightingale Informatix Corporation ("Nightingale"), are pleased to announce that Nightingale and the Nova Scotia Department of Health (the "DOH") have entered into an agreement to license Nightingale's web-based Enterprise Practice Management and Electronic Medical Record ("EMR") system in Nova Scotia (the "Nova Scotia Agreement"). The Nova Scotia Agreement will help physicians and other health care providers in the province automate their practices to enhance patient care. Nightingale was chosen as the exclusive application service provider ("ASP") to the DOH and one of two local client server solutions.

Under the terms of the Nova Scotia Agreement, the DOH will sublicense and provide assistance to primary care providers to use the Nightingale software solutions. Furthermore, the DOH has purchased and pre-paid for 150 licenses to make available to selected primary healthcare providers. The Nightingale solution shall be hosted at the DOH data center in Halifax which will also provide customer support to its users.

The province-wide implementation of EMR for primary healthcare is a key strategy for the DOH. The primary healthcare information management ("PHIM") program will start with 150 primary healthcare providers this year with the potential to grow throughout the province. The PHIM program is a voluntary program created to improve primary health care by adopting enhanced ways of managing primary health care information. The patient centric approach of the project will allow primary healthcare providers to access patient clinical information in real time, a key component of enhanced patient care. The DOH undertook a rigorous evaluation effort, through a public RFP process; technical and clinical committees concluded that the Nightingale system is best suited for primary healthcare providers due to its rich functionality and ease of use. Giving primary healthcare providers a leading edge product that can demonstrate tangible operating efficiency for their practices is a paramount factor to insure the success of the PHIM program.

"The Department of Health has taken a leadership role in accelerating the adoption of technology to improve patient care," said Sam Chebib, CEO of Nightingale. "This agreement will provide primary healthcare providers with the tools they need to automate their medical practices, and provide patients, physicians and other qualified healthcare providers access to real-time medical information in a secure environment. We intend to work closely with the DOH throughout each phase of this project to ensure these benefits are realized. Nightingale's goal is to provide healthcare providers with a functionally rich and easy to use EMR. We drive innovation in healthcare information technology to make it easier for healthcare providers to do their job and we are delighted to be working with the DOH on this key initiative".

"We believe that there are significant strategic benefits to this important agreement" continued Chebib. "The successful wide scale implementation of the Nightingale system will demonstrate the true benefits of information technology implementations in primary healthcare and further validates the technological advancement and leadership position of Nightingale's solutions. The DOH and Nightingale will be working diligently to insure the success of this voluntary province wide initiative".

The financial terms of the multi year Nova Scotia Agreement, in addition to the licensing elements also includes ongoing compensation for support and maintenance and other training and implementation services. The DOH and Nightingale also entered into a number of other agreements to provide an e-Learning product and other technical services.

Venquest has entered into an arm's length amalgamation agreement dated July 12, 2005 with Nightingale, pursuant to which the Corporation and Nightingale have agreed to complete a business combination to form a new company called Nightingale Informatix Corporation. The Business Combination is expected to constitute a Qualifying Transaction of the Corporation as defined in Policy 2.4 of the TSX Venture Exchange Inc. Corporate Finance Manual.

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 of Nightingale for the Business Combination, satisfactory completion by due diligence reviews by the parties, the entering into of non-competition agreements with certain senior officers of Nightingale and certain other conditions.

About Nightingale Informatix Corporation

Nightingale (www.nightingale.md) is Canada's largest application service provider of web-based practice and clinical management solutions to the healthcare industry. Nightingale's Enterprise Practice Management and EMR are delivered through a secure environment capable of managing multiple physical locations in real time. 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.

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. 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 Corp.
    Nick Vaney
    VP Finance & Corporate Development
    (905) 943-2606
    or
    Nova Scotia Department of Health
    Tina Thibeau
    Communications
    (902) 424-2727
    Email: thibeatd@gov.ns.ca