Inspira Financial

November 17, 2016 09:00 ET

Inspira Financial Inc. Calls Annual General Meeting (AGM); Changes Board of Directors; Provides Update on Meeting Requisition

SAN FRANCISCO, CALIFORNIA--(Marketwired - Nov. 17, 2016) -


Inspira Financial Inc. (TSX VENTURE:LND) ("Inspira"), a company focused on providing a full range of financial solutions to the highly fragmented U.S. mental health and addiction services market, today announced it will hold an Annual General Meeting ("AGM") of shareholders on March 31, 2017. The record date for the AGM will be February 22, 2017.

Inspira also announced adjustments to its Board of Directors. Dr. Jaime Gerber has been appointed Chairman. Additionally, Marc Lavine will not stand for re-election at the AGM and will retire from the Board. David Costine will continue to serve as a non-executive Director.

"I am looking forward to helping make Inspira a high growth business in the coming quarters," said Dr. Jaime Gerber, Chairman of Inspira. "I think the opportunity in the mental health market is significant. It is a new, fast growing multi-billion dollar market and Inspira is perfectly poised to be the leader in this emerging market, particularly since the acquisition of RBP Healthcare. Since coming on to the Board a few months ago, along with Edward Brann, I have sought to change the culture to a more capital markets-focused one. I ask our shareholders to give this new team a chance to prove its improved business plan. I believe in this company and I am actively in the market buying shares as proof of that commitment."

"In speaking with more than 40% of the ownership of this company, I do understand shareholders are disgruntled, but it is also clear that they share some of my optimism for the future. The level of communication has been frustrating for some and I am here to improve that situation," said Edward Brann, Executive Director of Inspira. "Last week, I talked about our improved business plan and the capital requirement we project to achieve it. Depending on the next few months' analysis, we may have excess capital. If we do, we will look to return capital to shareholders in the near future. Additionally, we will be uploading our new investor presentation to our website,, within the next week so our shareholders can get a better sense of our opportunity and plan."

"As to a shareholders' meeting, the Board called an AGM in response to requests made recently by many shareholders and I think it is a good idea to ask our shareholders to express their confidence in the management. At the meeting, I am confident that the shareholders will support us and understand the same value in this company as I do and give this new team, and improved plan, a chance to succeed so as to enhance shareholder value. As proof of that confidence, I have also been acquiring shares on the market and plan on continuing to do so."

"I have also come to understand social media bloggers are presenting false and misleading information about the acquisition perhaps to advance their own purposes and I would like to present the actual facts to dispel rumors. We have disclosed that the acquisition had revenues, A/R, cash, customers, personnel, a pipeline of new customers and intellectual property. This is hardly a shell company as some have purported. I'm told there is confusion about when the software and billing company was incorporated. The facts are that the software and billing company that Inspira acquired was founded and incorporated in February of 2013. In advance of the acquisition by Inspira, the software and billing company asked certain advisors to incorporate a wholly-owned California corporation, RBP Healthcare Technologies, Inc., on its behalf on May 26, 2016 in order to facilitate the mechanics of the acquisition."

"Lastly, after a series of questions and interactions during the five-month period between the execution of the definitive agreement and the close, Inspira provided details of the acquisition including the identity of the vendors, to regulatory bodies governing the acquisition. After required disclosure and responding to all questions, the acquisition was approved. I am working hard to inform shareholders about facts and I ask that you rely upon the facts rather than rumors created by others, perhaps acting in their own self-interest. My focus going forward will be on how we leverage the value of the acquisition into additional revenue and profit growth, increasing shareholder value."

Inspira also announces that the one-time special dividend for $0.075 per share, announced on November 14, 2016, will have a payment date of December 1, 2016, to all shareholders of record as of November 23, 2016.

Finally, Inspira announces that after careful consideration, its Board has concluded that the November 1, 2016 requisition to hold a shareholders' meeting that was put forward by a shareholder is invalid.

Forward-Looking Statements

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to Inspira, the future prospects of Inspira, the success of the acquisition and integration of RBP Healthcare and Inspira potentially returning additional capital to shareholders, are intended to identify forward-looking information. All figures are in Canadian dollars. All statements other than statements of historical fact may be forward-looking information. Such statements reflect Inspira's current views and intentions with respect to future events, and current information available to Inspira, and are subject to certain risks, uncertainties and assumptions, including, the continued existence of RBP's contracts, that RBP is profitable, attempts to reverse the Inspira's acquisition of RBP not being successful, Inspira achieving, sustaining and/or increasing profitability, Inspira being able to fund its operations with existing capital and/or raising additional capital to fund operations, the demand for addiction treatment continuing to increase, the new service line being complimentary to existing Inspira clients, Inspira generating positive cash flow from operations, Inspira expanding its revenue and profit because of the acquisition, and Inspira being successful in its integration of RBP. Material factors or assumptions were applied in providing forward-looking information.
Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include changes in law, competition, litigation, the ability to implement business strategies and pursue business opportunities, state of the capital markets, the availability of funds and resources to pursue operations, dependence on debt markets and interest rates, demand for the lending products Inspira offers at interest rates higher than at which Inspira can borrow, a novel business model, granting of permits and licenses in a highly regulated business, difficulty integrating newly acquired businesses (including RBP), risks of performance by the target, new technologies, risk of billing irregularities by borrowers, low profit market segments, risks associated with the declaration and payment of dividends, including the discretion of Inspira's Board of Directors to declare dividends, as well as general economic, market and business conditions, as well as those risk factors discussed or referred to in Inspira's annual Management's Discussion and Analysis for the year ended February 29, 2016, filed with the securities regulatory authorities in certain provinces of Canada and available at Should any factor affect Inspira in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Inspira does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and Inspira undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

Neither 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.

Contact Information