Inspira Financial
TSX VENTURE : LND

November 04, 2016 16:51 ET

Inspira Financial Receives Shareholder Meeting Requisition and Notice of Civil Claim; Board Member Designated to Improve Shareholder Communication

LOS ANGELES, CALIFORNIA--(Marketwired - Nov. 4, 2016) - Inspira Financial Inc. (TSX VENTURE:LND) ("Inspira") today announced that TerraNova Partners LP ("TerraNova") has provided it with a shareholder meeting requisition dated November 1, 2016 (the "Requisition"), as well as a notice of civil claim filed on November 2, 2016 ("Claim"). Additionally, the Board of Directors of Inspira has appointed Mr. Edward Brann, who recently joined the Board of Directors and is serving as Interim CFO, and to has been designated as the member to focus on improving shareholder communications.

Requisition

The Requisition demands the convening of a meeting of shareholders to disclose relevant information about, and have a shareholder vote on, Inspira's acquisition (the "Acquisition") of RBP Healthcare Technologies, and to replace the current directors.

In Inspira's press release issued at 9:01 a.m. (EST) on November 1, 2016 disclosing the results for its 2017 second quarter, Inspira noted that closing of the arm's length Acquisition was "expected in the coming days". Consistent with such disclosure, the arm's length Acquisition has been completed. Nevertheless, Inspira is reviewing the Requisition and will provide a response in the near future.

Claim

The Claim seeks, among other things, an interim injunction to prevent the closing of the Acquisition without shareholder approval as well as disclosure of other information. Inspira has retained counsel and is reviewing the Claim.

Terra Nova has made numerous statements in the Claim and in its press release of November 2, 2016 that the Company believes are ambiguous or patently false.

To provide clarity to shareholders, it is important to note that the arm's length Acquisition was approved by the TSX Venture Exchange (the "TSXV"). The Company also believes that it has complied fully with securities laws in completing the arm's length Acquisition and in providing disclosure in connection therewith.

  • None of the former shareholders of RBP are "related parties" (as such term is defined in
    Multilateral Instrument 61-101 of the Ontario and Quebec securities regulators) or non-arm's length parties" (as such term is defined by the TSXV) of Inspira and the Acquisition is an arm's length transaction to Inspira.
  • The purchase price paid to the former shareholders of RBP was 8,347,481 common shares of Inspira.
  • The Acquisition has current revenues, a roster of clients and a pipeline of potential clients and is expected to have a positive impact on revenues and earnings over time.

As required by applicable securities laws, the Company will file a material change report and a copy of the agreement that gave effect to the Acquisition, under its profile at www.sedar.com, within the next few days.

Shareholder Communications

Having been recently added to the Board, Mr. Edward Brann has been designated to lead an initiative to improve shareholder communications in the upcoming weeks and is looking into strategies to better and more regularly inform the market about the current state of Inspira and the opportunities ahead.

"I, too, have been frustrated in the past with Inspira's lack of consistent communications to the markets," said Mr. Brann. "As a significant shareholder, I think the past strategy of minimal communications was a mistake. While Inspira did meet all requirements for disclosure, I don't think enough has been done to update our shareholders as to the state of the business or the exciting opportunities for growth that exist."

"Rather than take a confrontational approach," continued Mr. Brann. "I have been advocating for the last several months to replace board members and management and now, having joined the board, am finally in a position to change the culture of this company to a more shareholders focused enterprise. I am finalizing a plan to ensure more communications more often, including making the management available for meetings with shareholders in the near future. I am fully supportive of this SaaS billing company acquisition and I believe once all shareholders, including TerraNova, have the benefit of improved communications, we can all focus on improving the value of our company rather than fighting over it."

Dividend

Inspira would also like to clarify that its quarterly dividend (announced on November 1, 2016) will be equal to CAD$0.0055 per common share on outstanding common shares, a 10% increase from the last quarter. The dividend is payable on November 30, 2016, to shareholders of record at the close of business on November 16, 2016. Quarterly dividends are only payable as and when declared by the Board and there is no entitlement to any dividend prior thereto.

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 and the benefits of the Acquisition are intended to identify forward- looking information. 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, 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 co- marketing 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, 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 RBP, new technologies, risk of billing irregularities by borrowers, low profit market segments, 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 www.sedar.com. 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. All amounts herein are in Canadian dollars.

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.

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