TerraNova Partners LP

November 14, 2016 08:30 ET

TerraNova Partners LP Comments on Inspira Financial's Insufficient Disclosure to Its Shareholders

TORONTO, ONTARIO--(Marketwired - Nov. 14, 2016) - TerraNova Partners LP ("TerraNova") wishes to provide an update to shareholders of Inspira Financial Inc. ("Inspira" or the "Company"). In connection with a November 7, 2016 hearing before the British Columbia Supreme Court (the "Court") related to an action commenced by TerraNova in the Court seeking to stop the acquisition (the "Acqusition") of RBP Healthcare Technologies, Inc. ("RBP"), to compel the board of Inspira to provide full disclosure on RBP and the Acquisition to Inspira's shareholders and to put the Acquisition to a vote of shareholders, Inspira agreed to provide disclosure to its shareholders.

In a veiled attempt to satisfy the Court's demand for full disclosure, late Friday night, November 11, 2016, Inspira issued a public filing with portions of the final Acquisition agreement. Unfortunately, if not surprisingly, what the Company released was wholly insufficient to allow its shareholders the opportunity to learn about RBP and the Acquisition. The names of the selling shareholders of RBP are redacted/erased, and the financial statements related to RBP and its unnamed parent company, referred to in the document, are omitted. More troubling, Inspira redacted/erased the name of its own subsidiary which amalgamated with the unnamed parent company of RBP, thus preventing shareholders from seeking information in the public record. TerraNova believes this information to be material and necessary for shareholders to understand and evaluate the Acquisition. It appears to TerraNova that the board of Inspira clearly does not want to disclose this pertinent and valuable information to its shareholders, whose ownership the board just diluted by approximately 23% by issuing shares to undisclosed parties in order to acquire RBP. (See the filing on Inspira's profile at www.sedar.com.)

Vahan Kololian, Managing Partner of TerraNova said, "They refuse to say who the owners of RBP are. Simply by studying the public record, we have reason to believe that the RBP transaction may be between parties related to the current and former management and Board of Inspira. Even in the face of our court action demanding full disclosure, Inspira's Board has the gall to redact/erase the names of the selling shareholders of RBP, which is highly unusual and suspicious. Inspira's shareholders have received no disclosure on the identity of the selling shareholders of RBP. We know nothing about RBP, its assets, its true value and what it brings to Inspira. This all further heightens our suspicions that the RBP transaction is not above board. RBP was incorporated a mere 3 days before the announcement of its acquisition by individuals related to Inspira. From information obtained in the public record, TerraNova has identified individuals acting on behalf of RBP who have had significant business relationships and dealings with current and former management and directors of Inspira. We have stated to management very clearly that we suspect that this scheme is simply a way of getting more than 8.3 million new shares of Inspira into the hands of related parties and friends, for little or no valuable consideration." Kololian went on to say, "There is a clear intent here. Just as this cabal of founders, directors and management sold their shares at higher prices, to the point where the management and board owned less than 0.5% of Inspira's shares as of November 1, 2016, they are now reloading with free new shares to do it all over again."

TerraNova, as of November 1, 2016, owned over 10% and according to the public record is the largest shareholder of Inspira. TerraNova is working for the benefit of all shareholders. TerraNova has engaged counsel and put Inspira on notice that it will pursue all legal avenues to reverse the RBP Acquisition and cancel the more than 8.3 million shares issued. TerraNova will also pursue all directors of Inspira personally for damages sustained by shareholders due to their wreckless and self-serving behaviour. In direct communication with Inspira management, TerraNova has also advised that it will pursue all legal means to replace all of the directors currently on the board of Inspira.

For further information please see TerraNova's November 2, 2016 press release (http://mwne.ws/2g8Jwq2).

The information contained in this news release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws. Although TerraNova has requisitioned the board of directors of Inspira to call a special meeting of shareholders, there is currently no record date or meeting date set for such meeting and shareholders are not being asked to execute a proxy or withhold a proxy in favour of or against the matters set forth in this news release at this time.

Any solicitation made by TerraNova following the sending and filing of a dissident information circular will be made by or on behalf of TerraNova and not by or on behalf of management of Inspira. TerraNova may engage a solicitation agent to make any such solicitations. All costs incurred for any solicitation will be borne by TerraNova, provided that, subject to applicable law, TerraNova may seek reimbursement from Inspira of TerraNova's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful result at any meeting of Inspira's shareholders. Any solicitations of proxies by or on behalf of TerraNova may be made by mail, telephone, fax, email or other electronic means, by public announcement and in person by representatives of TerraNova, proxy advisors retained by TerraNova or by TerraNova's nominees. Any proxies solicited by TerraNova may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law.

Inspira's registered office address is 1711 Almond Avenue, Walnut Creek, California, 94596. A copy of this news release may be obtained on Inspira's SEDAR profile at www.sedar.com.

Contact Information

  • TerraNova Partners LP
    Krikor Shahinian
    (416) 644-6000 x325
    2 Bloor Street West, Suite 3400
    Toronto, Ontario M4W 3E2