Premier Diversified Holdings Inc. Announces New Loan Agreement and Amended Loans
Not for distribution in the United States of America.
VANCOUVER, British Columbia, Oct. 07, 2022 (GLOBE NEWSWIRE) — Premier Diversified Holdings Inc. (“First“or the”Company”) (TSXV: PDH) announces that it has entered into certain loan agreements, as set out below.
Premier entered into a loan agreement (“Loan agreement”) dated October 5, 2022 with MPIC Fund I, LP (“MPIC“) for a secured loan in the principal amount of up to USD 90,000 (the “Ready”). The loan matures on October 5, 2023 and bears interest at 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 Premier’s partially owned subsidiaries, Purposely Platform Inc. and MyCare MedTech Inc.) and can be used to acquire an additional equity 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. generate revenue, and the Company expects to receive reimbursement of funds from these entities, which will allow it to partially reimburse a portion of the funds owed to MPIC. The Loan Agreement is subject to review and acceptance by the TSX Venture Exchange.
Amended Loan Agreements with MPIC Fund I, LP
Premier has previously entered into a certain loan agreement dated October 7, 2020, as amended October 8, 2021, for a loan from MPIC Fund I, LP (“MPIC”). The parties have agreed to extend the maturity date of the loan from October 8, 2022 to October 9, 2023. The date of the second rider is October 5, 2022.
Premier has previously entered into a certain loan agreement dated October 23, 2020, as amended October 22, 2021, for a loan from MPIC. The parties have agreed to extend the maturity date of the loan from October 22, 2022 to October 23, 2023. The date of the second rider is October 5, 2022.
Disclosure of Related Party Transactions
Because MPIC is a controlling person of Premier, the Loan Agreement and each of the Amended Loan Agreements described above each constitute “related party transactions” within the meaning of Multilateral Instrument 61-101. Protection of holders of minority securities in special transactions (“MI 61-101These arrangements have been determined to be exempt from the requirements of obtaining 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 loans were obtained by Premier from MPIC on reasonable commercial terms that are not no less advantageous to Premier than if the loans had been obtained from a person dealing at arm’s length with Premier. Further, the loans are 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.
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 those regarding the terms of the loan, including the maturity date(s), 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 indicated 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 modified, 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 grow 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, as its ongoing expenses, including general and administrative expenses, increase nter, and that unforeseen complications or obstacles due to COVID-19 or other factors could negatively impact the Premier. Investors are cautioned not to place undue reliance on forward-looking statements. It is not our policy to update forward-looking statements.
CONTACT: For further information, contact: Sanjeev Parsad, President and CEO Phone: (604) 678.9115 Fax: (604) 678.9279 E-mail: [email protected] Web: www.pdh-inc.com