Northstar Healthcare Completes Private Placement

New Board of Directors Constituted

TORONTO, ON and HOUSTON, TX, Sept. 30 /CNW/ - Northstar Healthcare Inc. (TSX:NHC) today announced the closing of a $5 million private placement of 14,583,417 common shares to Canada Healthcare Acquisition Inc., a corporation indirectly controlled by Donald L. Kramer, M.D. The proceeds of the private placement will be used for working capital and general corporate purposes.

In addition, Healthcare Ventures, Ltd., another entity controlled by Dr. Kramer, has exchanged all of its Class B Units in Northstar Healthcare Subco, LLC and all of its Class B Units of Northstar Healthcare Acquisitions, LLC for 4,195,029 common shares of Northstar. As a result of the Private Placement and the exchange, approximately 33 million common shares of Northstar are outstanding on a fully-diluted basis, and Dr. Kramer owns or controls, directly and indirectly, approximately 56.2% of the common shares.

In connection with this change of control of Northstar, all five members of the Company's Board of Directors -- Robert P. Kanee, John Rogers, V. James Sardo, Barry A. Tissenbaum and Victor A. Wells -- have resigned. A new Board, of which four of the five directors are independent, has been constituted comprising Dr. Kramer, Harry Fleming, Thomas O. Foster III, Douglas A. Samuelson and Daniel Steinberg.

Dr. Kramer, the founder of Northstar, is a board-certified anesthesiologist and has been a partner in, managed or developed more than thirty outpatient surgical centers. He will serve as Chair of the Board of Northstar. Mr. Fleming is the founder of TSXV-listed Acro Energy Technologies Corp. and has over 25 years of legal experience in corporate finance and securities law. Mr. Foster practiced federal and cross-border taxation at the international, state and local level for 30 years through 1997 at Exxon. Mr. Samuelson is currently General Counsel and Director of Acro Energy Technologies Corp. and has almost 27 years of legal experience representing public and private companies in a variety of commercial matters. Mr. Steinberg is currently a Senior Research Analyst at the Teacher Retirement System of Texas, prior to which he was associated with Banc of America Securities.

"I realize that this company has numerous past and ongoing challenges," said Dr. Kramer. "However, the surgery industry remains a thriving segment of the transforming U.S. health care delivery system. I believe in Northstar and its potential for long-term success. That is why I am again investing in the company. In the short-term I will work closely with management to develop a turn-around plan for presentation to our strong new Board of Directors. Then, we will assess existing and required competencies within the organization and a timeline for implementation. Strategic alignments with other companies are likely for Northstar to realize its maximum value for shareholders."

"I'm looking forward to working closely and intensively with Dr. Kramer and the new Board of Directors to turn the company's performance around," said Steve Linehan, CEO of Northstar. "A critical first step in accomplishing this objective is through a re-syndication of the Palladium-Houston partnership. With the issue of control of Northstar settled, we're now better positioned to complete this initiative."

    
    About Northstar Healthcare Inc.
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Northstar owns and/or manages ambulatory surgery centres in the United States, focusing initially on Houston and other metropolitan areas in Texas. The Company currently holds interests in two ambulatory surgery centres in Houston - a 70% partnership interest in The Palladium for Surgery - Houston and a 60% partnership interest in Medical Ambulatory Surgical Suites.

    
    Forward-looking statements
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This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to business of 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 and the negative forms thereof. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Forward-looking information in this news release includes, without limitation, statements regarding management's beliefs, intentions, results, performance, goals, achievements, future events, plans and objects.

All forward-looking statements in this news release are qualified by these cautionary statements. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, should not be unduly relied upon and will not necessarily be accurate indications of whether or not such results will be achieved. Although the forward-looking statements contained in this news release are based upon what management believes are reasonable assumptions, Northstar cannot assure readers that actual results will be consistent with these forward-looking statements.

The forward-looking statements contained in this news release are made as of the date of this news release and should not be relied upon as representing Northstar's views as of any date subsequent to the date of this news release. Northstar assumes no obligation to update or revise these forward-looking statements to reflect new information, events, circumstances or otherwise, except as required by applicable law.

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For further information: Philip Koven, Tel: [phone] Ext. 235, E-mail: [email protected]