TerraNova Partners LP

November 29, 2016 08:30 ET

TerraNova Partners LP Provides Updates On:

(1) Self-Dealing Concerns Regarding Inspira and its Directors, Officers and Advisors

(2) Seeking to Reverse the Issuance of 8.3 Million Shares Issued to Insiders Pursuant to Misdeeds and Misrepresentations

(3) Announcing its Proposed Slate of New Directors

TORONTO, ONTARIO--(Marketwired - Nov. 29, 2016) - Further to its earlier news releases of October 31, November 2 and November 14, 2016, TerraNova Partners LP ("TerraNova") wishes to provide an update to shareholders of Inspira Financial Inc. ("Inspira" or the "Company") in connection with the Company's acquisition (the "Acquisition") of RBP Healthcare Technologies, Inc. ("RBP") and suspected non-arms' length dealings of the parties involved with Inspira.

TerraNova intends to apply to the British Columbia Securities Commission for a review of the conduct of Inspira's business and disclosure including with respect the facts outlined in detail below.

TSX VENTURE EXCHANGE INVESTIGATION

TerraNova has alerted the TSX Venture Exchange ("TSX-V") to the irregularities identified. TerraNova understands from senior staff members of the TSX-V that an active investigation into these matters is ongoing. "We remain hopeful," said Vahan Kololian, Managing Partner of TerraNova, the largest shareholder of Inspira as at November 1, 2016, "that the TSX-V's investigation will yield results so that the interests of Inspira's shareholders are protected from harm, that any malfeasance by Inspira personnel and associates, including Michael Dalsin, Roger Greene, Edward Brann, David Costine, Dennis Wilson and Jamie Gerber, will be addressed, and that those failing to act in the best interests of the Company be removed from the Inspira Board of Directors. As a significant shareholder, TerraNova hopes this can happen before the assets of the Company are dissipated." Mr. Kololian went on to say, "We are concerned that the TSX-V rules and the Capital Pool Company program are being exploited at the expense of Company shareholders. The promoters are mainly non-Canadians operating primarily from the United States."

(1) SELF-DEALING & THE ISSUANCE OF 8.3 MILLION FREE SHARES TO RELATED PARTIES

TerraNova's investigation into the non-arms' length dealings of Inspira and its current and former directors, officers and advisors leading to the RBP Acquisition continues. "Every day that follow the corporate chain between Inspira and RBP, we find the same players linked together again and again. The market and Inspira's shareholders have only an incomplete picture related to the Acquisition. Information has been misleading, omitted and/or redacted. Below, we have outlined just some of what has been discovered. Our findings are troubling," said Mr. Kololian.

THE PROMOTER GROUP

Current and former founders, directors, management and advisors of Inspira (the "Promoter Group") have been involved in multiple deals and corporations together, where public shareholders have significantly suffered economically (e.g. Convalo, Patient Home Monitoring). The same players have been at work here at Inspira.

The Promoter Group, led by principals at Canons Park Advisors ("Canons Park"), Michael Dalsin, Roger Greene and Edward Brann, have established a pattern of similar destruction of shareholder value in at least two other public companies: Convalo Health International Corp. ("Convalo") and Patient Home Monitoring Inc. ("PHM"). Below is a simple table showing the related parties and the numerous troubling overlaps:

http://media3.marketwire.com/docs/Pic%201.jpg

And here is a summary of the current and former positions held by the above-mentioned names at these companies. The overlaps are obvious and should cause all shareholders of Inspira, as well as shareholders of Convalo and PHM, serious concern:

http://media3.marketwire.com/docs/2.pdf

There has been a demonstrable impact on shareholder value at each of these companies:

http://media3.marketwire.com/docs/4.pdf

In light of such overlap, the affairs of the Company must be assessed to ensure that Inspira is scrupulously avoiding conflicts of interest. The conclusions are concerning. Between June 30, 2016 and August 4, 2016, Inspira directors caused there to be issued nearly 4 million stock options with 5 year terms. TerraNova is not aware of any public disclosure around who received these options and for what specific purpose. Further, many of these options vest immediately, rather than calling for a vesting period, which is highly unusual.

Related to the Acquisition, 600,000 shares have been approved for issuance to "advisors" of the deal. To date, the public has no confirmation as to the identity of these "advisors" or the degree to which they are related to, or in fact are, principals of Canons Park.

Just days after announcing that more than 8.3 million shares had been issued to unknown and intentionally redacted RBP shareholders (they blacked out the names in the Amalgamation Agreement, which they released to the public only after we proceeded with our actions), Inspira's board then declared a significant $0.075/share special dividend (in addition to a quarterly dividend with a record date set just after the stated closing of the Acquisition and issuance of these new shares), resulting in nearly $700,000 scheduled to be paid to the RBP shareholders, which, based on the evidence, appear to be related to the Promoter Group, in lieu of that cash being distributed directly to the existing Inspira shareholders.

THE RBP ACQUISITION: TIMELINE

The timeline below outlines the set of circumstances surrounding the RBC Acquisition. While some of this information was disclosed by the Company, much of it appears to have been intentionally redacted or obfuscated in a way that may mislead shareholders. TerraNova was able to piece together the missing information which is set out below.

Creation of RBP by Promoters

On February 29, 2016, Edward Brann registers the domain name www.recoverybillingpartners.com.

On May 25, 2016, the domain name www.rbphealth.com is registered anonymously. Initially, the website was in essence a copy of Canvalo's, the related entity referenced above. This is the website used by RBP.

A public search in California showed that on May 26, 2016, a new California corporation, Recovery Billing Partners, Inc., is incorporated, with Dennis Wilson as the agent.

This company eventually became the RBP that is the subject of the Acquisition. On June 8, 2016, Recovery Billing Partners, Inc. changed its name to RBP Healthcare Technologies, Inc. (defined herein as RBP). That filing was signed by Roger Greene (as RBP President) and Dennis Wilson (as RBP Secretary). On June 10, 2016 a subsequent RBP filing showed that Hector Rivera was the CEO, CFO and Secretary of RBP.

Transaction with the Company

On May 31, 2016, just 3 business days after RBP was incorporated, the Company announced a non-binding Letter of Intent with "RBP Healthcare Technologies". This occurred prior to the name change of RBP. That announcement stated that the Company would acquire RBP for total consideration of $8.5 million (6,375,000 shares valued at $1.00 per share (as stated by the Company) plus cash of $2,125,000). Closing of the Acquisition was stated to be subject to TSX-V approval, final due diligence and a binding purchase agreement. No explanation was included as to how a 3-day old company was able to have long term contract agreements in place representing run rate revenues of approximately $3 million (as disclosed in Inspira's public filings).

On June 9, 2016, the Company announced that it had executed a definitive purchase agreement to acquire RBP. Closing of the Acquisition remained subject to TSX-V approval, final due diligence and other standard conditions. According to regulatory requirements, the executed definitive purchase agreement should have been disclosed in full but was not at that time. That agreement was disclosed only after TerraNova took action and even then only after the Company had announced that the Acquisition was closed. In that disclosure, there were numerous redactions. At the same time, Inspira also announced the resignations of certain directors, the appointment of a new director and a new CEO and the granting of new stock options.

On June 28, 2016, the Company provided that it had overstated its revenues and had to make significant downward adjustments. Inspira's share price closed down more than 30% by the end of trading the next day.

Four months passed. On October 31, 2016, in accordance with applicable corporate and securities laws, TerraNova issued a news release stating that it had acquired shares resulting in TerraNova owning more than 10% of Inspira. That same evening, Inspira released its quarterly financial statements. Within these financial statements, Inspira announced that the new consideration for the Acquisition would be 8,347,481 Inspira shares.

Before the market opened the following morning (November 1, 2016), Inspira issued a news release stating that all approvals for the Acquisition had now been secured and closing was expected within days. No explanation has been forthcoming as to when TSX-V approval was sought or what occurred between the evening of October 31, 2016 (the date of TerraNova's disclosure of its increased shareholdings) and the morning of November 1, 2016 (announcement of TSX-V approval).

In a press release dated November 4, 2016, Inspira announced that the Acquisition had been completed, once again restating the arms' length nature of the Acquisition, but providing no details.

It should be noted that TerraNova, through its counsel, had contacted the TSX-V numerous times over the prior months to alert them to the lack of disclosure and apparent self-dealing (with details), noting that a fulsome investigation, not simply a cursory review, should be undertaken before giving approval for the RBP Acquisition and issuance of shares. The TSX-V stopped responding, and, based on the Company's public disclosure, shareholders are led to believe that they issued their approval in the wee hours of November 1, 2016.

Seeing on November 1, 2016 that the Company was proposing to close the Acquisition within days, TerraNova immediately took action and retained litigation counsel. It was not until this point that Inspira finally, late in the night on Friday November 11, 2016 (a notoriously common time to bury news) released the definitive amalgamation agreement for the RBP Acquisition which it was supposed to have issued in early June, before the Acquisition was complete. But again, in addition to the timing issues of the release, very little was revealed in the disclosed version of the definitive agreement and more red flags were raised. Some of the troubling issues and suspicious goings-on include:

  1. The name of the RBP shareholder, another company, was redacted/erased, and the names of the beneficial holders are not disclosed (we later learn in a Company press release that there are seven RBP shareholders).
  2. The Acquisition was effected as an amalgamation of RBP (or some version of RBP) and a subsidiary of Inspira. Even the name of Inspira's own subsidiary used in the amalgamation was redacted/erased.
  3. If TerraNova had been told the names of either of these companies, it could have run public checks to find out which principals are involved in those companies. TerraNova believed that it would then find out that they are part of the same circle as the other names laid out herein. (Once Terra Nova was able to, through very difficult means, uncover these redacted names, its suspicions were confirmed-see below).
  4. Interestingly enough, the name "RBP Healthcare Technologies," the name mentioned by the Company in all their disclosures about the Acquisition, is never mentioned in any of the amalgamation documents, nor does it appear to have been redacted; it seems probable that the company that Inspira said it was buying was something totally different altogether.
  5. Additionally, we don't know anything about the financial position or assets of RBP. RBP's financial statements were referenced in the definitive agreement, and were to be included as a schedule; however, not surprisingly, those RBP financial statements were redacted/excluded from Inspira's disclosure to the public.
  6. It should also be noted that the Company previously announced that an advisory fee of 600,000 shares of Inspira would be paid to undisclosed recipients. In the definitive agreement or other Inspira announcements, no disclosure was made about which advisors were used for this transaction, who controls, owns or is involved with the advisory firm(s), and what total compensation (other than the 600,000 shares) was paid or payable to the advisors.

On November 14, 2016, just days after announcing that more than 8.3 million shares had now been issued to unknown and intentionally redacted RBP shareholders (suspected to be related parties), Inspira's board declared a significant $0.075/share special dividend (in addition to a quarterly dividend with a record date set just after the stated closing of the Acquisition and issuance of these new shares), that encompassed the recipients of the new share issuance, resulting in nearly $700,000 scheduled to be paid to the RBP selling shareholders in lieu of that cash being distributed directly to the existing Inspira shareholders. This basically increases the purchase price of the Acquisition by $700,000. This is a payment to the selling shareholders of RBP, which was not previously publicly disclosed or contemplated.

On November 17, 2016, Edward Brann, Executive Director and CFO at Inspira, press released the following information: "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." This appears to reference a shell company started by Michael Dalsin (head of the Promoter Group) in February 2013 which was dissolved and lay dormant until it was reactivated on May 27, 2016, only 2 business days before the RBP Acquisition was announced.

AMALGAMATION AGREEMENT

The November 17, 2016 press release and other announcements by the Company continue to confuse and obfuscate, implying that RBP was an arms' length operating company founded by unrelated parties to Inspira in February 2013 which was carrying on active business operations during that time. The facts suggest this is false. By the management and board of Inspira redacting the names of the amalgamation participants, absent TerraNova's action, the market would have no way of knowing any of this information.

However, Terra Nova was able to get the details and connect the pieces together, and the following facts show that the RBP Acquisition was not arms' length between unrelated parties. To the contrary:

  1. The acquired RBP entity redacted from the Amalgamation Agreement (which was the entity that received the 8.3 million shares) was originally incorporated as Deltacore Service and Supply Corp. (BC Record #1077863) on February 19, 2013. That company received a Notice of Dissolution from the Registrar of Companies in 2015 and was only restored as active on May 27, 2016 (only 2 business days prior to the announcement of the RBP letter of intent by the Company).
  1. The Inspira Subsidiary referenced in the Amalgamation Agreement, 1077863 B.C. Ltd. (B.C. Record #1077863), was incorporated on June 2, 2016. Inspira announced its definitive agreement to acquire RBP on June 9, 2016.
  1. On November 3, 2016, Deltacore Service and Supply Corp. and 1077863 B.C. Ltd., were amalgamated as one company under the name 1077863 B.C. Ltd. (BC Record #1095490). This is the RBP Acquisition.
  1. TerraNova proceeded to order searches on the above-mentioned names and the following was revealed:
  1. Michael Dalsin is the sole founder and director of Deltacore Service and Supply Corp., the acquired RBP entity.
  2. Roger Greene was the president of RBP Healthcare Technologies, Inc. (California).

To be certain Michael Dalsin and Roger Greene, the two principals of Canons Park, were the co-founders of and advisors to Inspira, and are also the founders of RBP.

  1. David Costine, an Inspira insider, is the current sole director of 1077863 B.C. Ltd., Inspira's newly formed acquisition subsidiary and "post-amalgamation RBP."

RBP Healthcare Technologies, Inc. (California) and Deltacore Service and Supply Corp. (BC) are shell companies, all occupied by the self-dealing Promoter Group. To acquire these shell companies, Inspira issued more than 8.3 million shares at the expense of its shareholders.

The question remains: Who are really the selling shareholders of RBP and where are the 8.3 million shares? Only Inspira and the Promoter Group can say for sure, which to date they have failed to disclose.

Throughout these last months, notwithstanding (1) the major change to the business model of the Company, (2) the significance of the Acquisition, both in terms of financial performance and the size of the purchase price, and (3) the lack of true independence of the parties related to Inspira and RBP (as described herein), Inspira's board has, in blatant defiance of applicable rules, laws and requests by its largest shareholder, continued to refuse to provide adequate disclosure to its own shareholders and allow its shareholders the opportunity to vote on the Acquisition.

(2) REVERSE THE ISSUANCE OF 8.3 MILLION SHARES

TerraNova is pursuing all available remedies against Inspira, its management and board in order to reverse the issuance of the 8.3 million shares issued to acquire RBP. Not doing so harms the investing public who have become victims of an elaborate scheme by Inspira and the Promoter Group.

(3) PROPOSED SLATE OF NEW DIRECTORS

TerraNova continues to fight for meaningful change and improved governance at Inspira. To that end, TerraNova has advised Inspira that it is pursuing all legal means to replace the current board with a new highly qualified slate of directors. Mr. Kololian said, "As of November 1, 2016, the current board owned virtually no shares per public disclosure. They have been unresponsive to shareholders' concerns. We hope to change all that by removing the current board, cancelling the 8.3 million shares and bringing directors on board who are of high integrity and who bring with them a wealth of experience in health science, software, and business and government strategy, as well as corporate governance." TerraNova's proposed slate of directors, along with bios, is listed below:

  1. Vahan Kololian
  2. Jesse Gill
  3. Kenneth Morell
  4. Nathaniel Findlay
  5. William J.S. Elliott

Vahan Kololian

Vahan Kololian is an entrepreneur and investor, whose career includes investment and merchant banking, operational management and private equity and public investments. In 2004, Vahan founded and is currently the Managing Partner of TerraNova Partners. Throughout his career, Vahan has served on numerous public boards. He has also served on Audit, Governance and Nominating Committees of boards. Vahan is currently a director of New Gold Inc. He also serves as Chair of Compact Power Equipment Corp. (Charlotte, USA) and Aventine Asset Management (Toronto, Canada), and is a director of Decision Point Research (Toronto, Canada). Prior to founding TerraNova Partners, Vahan was a co-founder and President (1990-2000) of Polar Capital Corporation, a private investment company based in Toronto. Vahan started his career in investment banking with Burns Fry Limited (now BMO Nesbitt Burns) in 1980, and was later a Director and Partner of Gordon Capital. Vahan is the founding Chairman of the Mosaic Institute, established in 2007 (www.mosaicinstitute.ca). He is active with several community service projects. Vahan is a lawyer and a member of the Law Society of Upper Canada. Vahan holds a law degree from the University of Ottawa and a B.A. from Western University.

Jesse Gill

Jesse Gill co-founded TerraNova Partners LP in 2004. TerraNova Partners, which is headquartered in Toronto and has an office in New York, is a multi-disciplined and diversified investment fund focused primarily on private and public equity investments. Jesse is a Director and Chair of the Audit Committee of Compact Power Equipment Inc., a private SC-based construction and landscaping equipment leasing and services company with over 1000 locations in the US and Canada. Jesse is also a Director of Aventine Asset Management Group, a Toronto-based asset management firm, and is Chairman of Decision Point Research Inc., a Toronto-based data collection business which supports the market research space. Jesse has also been a Director of and Advisor to numerous other public and private companies, including serving as a Director and Vice President of KK Precision, a leading Canadian manufacturer specializing in complex components and sub-assemblies for gas turbines serving the global energy, aerospace, marine and defense markets. Over his career, Jesse has worked in investment banking (Credit Suisse First Boston and Lehman Brothers) and in private equity (Littlejohn & Co. and Polar Capital), in both New York and Toronto, and has worked closely with the operations of numerous portfolio companies. Jesse, who is based in New York, holds a Bachelor of Commerce degree in Finance from McGill University.

Kenneth Morell

Kenneth Morell is Senior Global Advisor to Dentons, the world's largest law firm with more than $2 billion in revenue and 13,500 people. In this capacity since 2014, Ken is leading the combination and integration of Dentons with China's largest law firm which has more than 4,000 people. Prior to Dentons, Ken held a senior advisory role with the international law firm White & Case LLP (New York, 2013 - 2014) and executive partner leadership roles with the Canadian law firm McCarthy Tetrault LLP (Toronto, 2002 - 2012) and technology consulting firm Andersen LLP (Boston/ Toronto, 1978 - 2002). He has been both a member and a Director of Young President's Organization since 1994 and is currently on the Board of Covenant House Toronto where he sits on both the Finance/ Property and Fundraising Committees. Ken is a Canadian CPA/ CA and holds a Bachelor of Commerce degree from Carleton University.

Nathaniel Findlay

Nathaniel Findlay is a serial entrepreneur. After obtaining his CA with PriceWaterhouse, he successfully launched two ventures in the fitness market, building exercise products and marketing them. Nat is currently the Founder and CEO of Myca Health Care, which operates under Hello Health, a New York- and Quebec City-based technology services company focusing on automating medical records and providing a technology platform for doctors to engage with their patients virtually. This has allowed Myca (and Nat) to talk to small medical practices to understand their capital and technology needs and work with them to find appropriate customized solutions to their problems. Myca has raised more than $60 million, and has numerous high profile investors, including Blue Cross Blue Shield.

William J.S. Elliott

William J.S. Elliott, C.O.M., Q.C., is an experienced lawyer and executive. After obtaining his law degree and being called to the bar of Ontario in 1981, he was engaged in the private practice of law prior to joining the office of the then Deputy Prime Minister of Canada, the Right Honourable Don Mazankowski. Bill joined the Public Service of Canada in 1992 and subsequently served in a number of senior positions in a variety of departments and agencies including the Department of Justice, Indian and Northern Affairs, the Canadian Coast Guard, Transport Canada, the Office of the Privy Council and Public Safety Canada. In 2005, Bill was appointed National Security Advisor to the Prime Minister. In 2007, Bill was the first civilian to be appointed Commissioner of the Royal Canadian Mounted Police. Subsequently, Bill served as the Special Representative of INTERPOL to the United Nations. Following his retirement from INTERPOL and the RCMP in 2014, he has acted as a consultant and has been engaged in a number of community and charitable activities.

FURTHER INFORMATION / CONTACT US

For further information please see TerraNova's website (www.terranovapartners.com), TerraNova's November 2 and 14, 2016 news releases (http://bit.ly/2f0FmjC and http://bit.ly/2fWOqCY).

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
    ks@terranovapartners.com
    2 Bloor Street West, Suite 3400
    Toronto, Ontario M4W 3E2