Not for distribution in the United States of America.
VANCOUVER, British Columbia, June 6, 2022 (GLOBE NEWSWIRE) —
Premier Diversified Holdings Inc. (“First“or the”Company“) (TSXV: PDH) announces that it has entered into a loan agreement dated June 3, 2022 with MPIC Fund I, LP (“MPIC“) for a secured loan in the principal amount of up to USD 100,000 (the “Ready“). The loan matures on June 5, 2023 and bears interest at the rate of 6% per annum. The loan is secured by all present and future assets of the Company and has equal priority over all loans previously granted to the company by MPIC. The loan will be used for working capital (including for the partially owned subsidiaries of Premier, Purposely Platform Inc. and MyCare MedTech Inc.) and can be used to acquire an additional stake in MyCare MedTech Inc., a telehealth company.
The Company does not issue any securities or pay any bonus, commission or finder’s fees on the loan. The loan is repayable at any time without penalty. Purposely Platform Inc. and MyCare MedTech Inc. are revenue generating, and the Company expects to receive reimbursement of funds from these entities shortly, allowing it to partially repay a portion of the funds owed to MPIC.
Disclosure of Related Party Transactions
As MPIC is a controlling person of Premier, the loan constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101. Protection of holders of minority securities in special transactions (“MI 61-101The loan was determined to be exempt from the requirements to obtain a formal valuation or minority shareholder approval under sections 5.5(b) and 5.7(1)(f) of NI 61-101.
Premier has no securities listed or quoted on any of the specified markets listed in section 5.5(b) of NI 61-101. Premier is relying on the exemption from minority shareholder approval in NI 61-101 5.7(1)(f) because the loan was obtained by Premier from MPIC on reasonable commercial terms that are not no less advantageous to Premier than if the loan had been obtained from a person dealing at arm’s length with Premier. Further, the loan is not convertible, directly or indirectly, into shares or voting securities of Premier or any subsidiary of the issuer, or otherwise of an equity nature, or repayable in principal or interest, directly or indirectly, in shares or securities with voting rights. of Premier or an affiliate of the issuer.
The loan is subject to review and acceptance by the TSX Venture Exchange.
Modified loan agreement
Premier entered into a certain loan agreement with MPIC on May 26, 2021 with a principal amount of US$120,000. The loan was due to mature on May 26, 2022. MPIC and Premier have agreed to extend the maturity date to May 26, 2023.
About Premier Diversified Holdings Inc.
Premier Diversified Holdings Inc. participates in diversified industries through its acquisitions of securities and/or assets of public and private entities that it believes have significant return potential. It may act as a holding company (either directly or through a subsidiary) and may participate to varying degrees in the management of subsidiary entities.
On behalf of the Board of Directors
President, CEO and Director
Neither the 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.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of the securities in any jurisdiction where such offer, solicitation or sale would be unlawful. Any offer made will be made pursuant to available prospectus exemptions and limited to persons to whom the securities may be sold under the laws of such jurisdictions, and to persons authorized to sell the securities under the laws of such jurisdictions.
Further information regarding the Company is available on SEDAR at www.sedar.com.
Not for distribution in the United States of America.
Legal notice regarding forward-looking statements: This press release contains “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements are stated expectations or intentions. Forward-looking statements in this press release include statements regarding the terms of the loan, including the maturity date, that PDH will repay the MPIC loan as set forth in the press release and that the net proceeds of the loan will be used as stated in this press release. Factors that could cause actual results to differ materially include, but are not limited to, the following: that any income PDH earns indirectly through its operating subsidiaries will be insufficient to repay loans to MPIC, that its operating subsidiaries will not generate income, or will retain such income, that the terms and conditions of the various loans may be changed, that the management or board of directors of PDH may use its income or other funds for other purposes, that the capital raised will be insufficient to accomplish our intentions and the capital alone may not be sufficient to enable us to develop our business, that the financial condition of the issuer will not improve, remain the same or deteriorate further, that the timing of receipt of anticipated income or returns may be delayed, that its current expenses, including general and administrative expenses, will increase, and that unforeseen complications or obstacles due to COVID-19 or other factors could negatively impact t Premier. Investors are cautioned not to place undue reliance on forward-looking statements. It is not our policy to update forward-looking statements.