MARKHAM, ON, Aug. 18, 2014 /CNW/ - Nightingale Informatix Corporation (TSXV: NGH) ("Nightingale" or the "Corporation") announced it has completed a non-brokered private placement of a secured note (the "Note") in the principal amount of $1,500,000. The Note was purchased by 1604697 Ontario Inc. (the "Lender"), a company controlled by a party related to a director of the Corporation.
The Note will become payable on the date (the "Maturity Date") that is the earlier of: (i) August 18, 2015; (ii) the date that Nightingale enters into a loan agreement with either the Lender or a third party regarding a loan in the minimum amount of $1,500,000; and (iii) the date Nightingale completes an equity financing resulting in net proceeds to Nightingale of at least $1,500,000. The Note bears interest at a fixed rate of 11% per annum, calculated and payable monthly in arrears on the last day of each month, starting on August 31, 2014. The Note is secured by all of the Corporation's present and subsequently acquired property and assets and shall be subordinated to certain defined senior indebtedness. In connection with the Note, the Lender has also received a commitment fee in the amount of $45,000. The proceeds of the Note are intended to be used by the Corporation for general corporate purposes.
The issuance of the Note constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 of the TSXV Corporate Finance Manual, because the Lender is a company controlled by a party related to a director of the Corporation. Accordingly, prior to signing the Note, the Board of Directors of the Corporation, excluding the director related to the party controlling the Lender, approved the issuance of the Note. MI 61-101 requires a formal valuation and minority shareholder approval for a related party transaction unless an exemption is available. An exemption from the valuation requirement is available to the Corporation, as no securities of the Corporation are listed on a specified exchange and an exemption from the minority shareholder approval requirement is available as the Note is on commercial terms and is not convertible into or repayable in securities of the Corporation. The Corporation expects to release a material change report including details with respect to the related party transaction less than 21 days prior to the issuance of the Note, which the Corporation deemed reasonable in the circumstances so as to be able to avail itself of the financing opportunity and complete the Note offering in an expeditious manner.
For more than a decade, Nightingale (TSX-V: NGH) has been delivering innovative cloud-based Electronic Health Record (EHR) and Practice Management solutions to healthcare organizations across the United States and Canada. Our goal is to uncomplicate the day-to-day challenges of healthcare providers. We achieve this by creating software that is truly intuitive—minimizing training and maximizing adoption. We believe so strongly in building easy-to-use software that we structured our entire product team around user-centric design. Our clients are benefiting from this focus through a well-supported and robust solution that presents a holistic view of a person's well-being in a simple, clean interface, so that the best health decisions can be made. Nightingale – One Patient. One Record. www.nightingalemd.com
Forward Looking Statement
This press release contains "forward-looking statements" respecting the issuance and cancellation of securities of the Corporation within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward- looking terminology such as "plans", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may" ,"could", "would", "might", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nightingale to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the ability of Nightingale to service the interest on the Note and to repay the principal on the Note; the expected use of proceeds from the Note; the issuance of the Note being exempt from formal valuation and minority approval requirements pursuant to applicable securities laws; risks associated with obtaining the required Exchange and shareholder approvals of the Private Placement; risks related to the speculative nature of the medical software industry, which is affected by numerous factors beyond Nightingale's control; the ability of Nightingale to successfully secure customer contracts and the timing of securing such contracts; the ability of Nightingale to complete and successfully integrate its acquisitions on an accretive basis, Nightingale's access to debt and capital facilities, including compliance with current debt arrangements; the existence of present and possible future government regulation; the significant competition that exists in the medical software industry; the early stage of Nightingale's business, and risks associated with early stage companies, including uncertainty of revenues, markets and profitability and the need to raise additional funding. All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends. Certain material factors or assumptions applied by management in making forward-looking statements, include without limitation, factors and assumptions regarding future trends in healthcare spending, economic conditions affecting Nightingale and North American economies; Nightingale's ability to continue to fund its business, rates of customer defaults, relationships with, and payments to lenders, as well as Nightingale's operating cost structure.
Although Nightingale has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Nightingale does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. Further information on Nightingale Informatix Corporation is available at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Nightingale Informatix Corporation
For further information: Peter Cauley, CFO, Nightingale Informatix Corporation, Tel: 905-307-7870, [email protected]; Marc Lakmaaker, Senior Account Executive, TMX Equicom, Tel: 416-815-0700 ext. 248, [email protected]