HOUSTON, TX -- (Marketwired) -- 09/09/14 -- Northstar Healthcare Inc. (TSX: NHC) ("Northstar" or the "Company") today announced that it has entered an agreement with PI Financial Corp. to act as its agent (the "Agent") to complete a brokered private placement of 6,153,846 units at a price of $1.30 per unit, for gross proceeds of $8,000,000, with the potential to raise a total of up to $10,000,000 (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 an additional common share at $1.80 for 24 months from the closing date. The warrants will be subject to an early acceleration provision in the event that, at any time following four months from the Closing date, the ten day volume weighted average price of the common shares equals or exceeds $2.20.
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 in connection with the previously announced agreement with First Surgical Partners Holdings, Inc. ("First Surgical") to form a new entity to own and operate the Houston, Texas hospital and surgical center businesses owned by First Surgical.
All securities issued under the Private Placement will have a four month statutory hold period.
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 owns and manages seven healthcare facilities in Texas and Arizona; four ambulatory surgery centers, two MRI centers and an urgent care center. The four ambulatory surgery centers are located in Houston (two), Dallas and Scottsdale, Arizona.
Forward-looking statements
This news release contains forward-looking statements (within the meaning of applicable securities laws) relating to the business of Northstar Healthcare Inc. (the "Company") and the environment in which it operates including specifically the Private Placement and the Company's planned use of proceeds from the Private Placement for the funding of the new First Surgical entity. 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 and include the risk that the Private Placement may not complete as planned or at all 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. Except as required by law, the Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances.
