Meta Health Services Inc. corporate restructuring



    Issued and Outstanding common shares: 13,772,040

    MISSISSAUGA, ON, March 10 /CNW/ - Meta Health Services Inc. (TSX-V: MHS)
(the "Corporation") announces that, in light of substantial debt obligations,
it has successfully negotiated and executed an agreement for the sale of its
wholly-owned subsidiary, Theramed Corporation ("Theramed") to Rogan Holdings
Corporation ("Rogan"), conditional on, among other things, receiving
shareholder approval.
    For some time both the Corporation and Theramed have been in financial
difficulty. In 2001, in order to continue its operations, the Corporation and
Theramed received several loans from Rogan, a major shareholder in the
Corporation, such loans in an aggregate amount of $1,565,941. In each case,
these funds were to assist the Corporation to satisfy the operating expenses
of Theramed.
    The Corporation and Theramed again faced financial difficulties beginning
in September 2006 due to an unexpected loss of sales opportunities resulting
from the drug "Plendil" becoming genericized and the drug "Bellergal" being
unavailable for sale for several months during the year. In November 2006, the
Corporation's board of directors met to review its strategic options. On
December 28, 2006, a loan of $452,851 was provided to Theramed from Rogan at
an interest rate of 10% per annum. The Corporation began to implement
cost-cutting measures, and, in January 2007, Theramed laid-off nineteen
employees, comprising most of its sales staff. In early 2007, as a result of
its continuing financial difficulties, Theramed was unable to repay a loan
from the Bank of Nova Scotia ("Scotia Bank") in the amount of $940,000. The
Scotia Bank loan was guaranteed by the Corporation and by Rogan. When Scotia
Bank called in the loan, the Corporation was unable to make payment. On March
1, 2007, Rogan advanced $1,000,000 to the Corporation, evidenced by a
promissory note and at an interest rate of 10% per annum, most of which was
used to repay the Scotia Bank loan. Another loan from Rogan was provided to
Theramed on March 9, 2007 in the amount of $184,500 at an interest rate of 10%
per annum.
    As of February 29, 2008, the total financial obligations owed by Meta
Health to Rogan is $751,375, and the total financial obligations owed by
Theramed to Rogan is $3,527,836.
    The Corporation anticipates that it can satisfy these debt obligations by
way of a restructuring. In 2007, the board of directors of the Corporation
formed a committee composed of independent directors who reviewed possible
restructuring options and who retained independent financial advisors to, if
appropriate, provide a fairness opinion in respect of a possible transaction.
    Today, the special committee and the board of directors of the
Corporation have approved, and the Corporation and Rogan have executed, a
share purchase agreement (the "Agreement") in respect of a restructuring of
the Corporation. This Agreement is conditional upon the approval of the
Corporation's shareholders. Pursuant to this Agreement, the Corporation would
sell all of its shares in the capital of Theramed to Rogan in exchange for the
release of the financial obligations owed by the Corporation to Rogan (the
"Transaction"). The Agreement contains covenants and conditions that are
customary to share purchase transactions. These conditions include receipt of
approval of the Transaction by a majority of the shareholders of Meta Health,
including the approval of a majority of disinterested shareholders. In
addition, no material adverse change with respect to Meta Health shall have
occurred since the date of this share purchase agreement.
    The Transaction amounts to the sale of substantially all of the assets of
Meta Health. This restructuring may result in the Corporation no longer having
any active operations.
    The Corporation has issued a notice calling a meeting of the common
shareholders on April 7, 2008, at which the shareholders would be asked to
approve a resolution to approve the Transaction.





For further information:

For further information: Robert Taylor, President and CEO, Meta Health
Services Inc. and Theramed Corporation, Tele: (905) 564-5009, E-mail:
rtaylor@theramed.com

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META HEALTH SERVICES INC.

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