Not for dissemination in the United States of America.
VANCOUVER, British Columbia, May 10, 2023 (GLOBE NEWSWIRE) -- Premier Diversified Holdings Inc. ("Premier" or the "Company") (TSXV: PDH) announces that it has entered into certain loan agreements, as set out below.
Loan Agreements with MPIC Fund I
Premier entered into a loan agreement (“April Loan Agreement”) dated April 6, 2023 with MPIC Fund I, LP ("MPIC") for a secured loan in the principal amount of up to USD$100,000 (the "April Loan"). The April Loan matures on April 6, 2024 and bears interest at a rate of 6% per annum. Premier also entered into a loan agreement (“May Loan Agreement”) dated May 9, 2023 with MPIC for a secured loan in the principal amount of up to USD$100,000 (the "May Loan"). The May Loan matures on May 9, 2024 and bears interest at a rate of 6% per annum.
Both the April Loan and the May Loan are secured with all of the present and after-acquired property of the Company and each rank equally in priority with all of the loans previously made to the Company by MPIC. The April Loan and the May Loan will both be used for working capital (including for Premier’s partially owned subsidiaries, Purposely Platform Inc. (“Purposely”) and MyCare MedTech Inc.) and may be used to acquire an additional interest in MyCare MedTech Inc. (“MyCare”), a telehealth company.
The Company is not issuing any securities, or paying any bonus, commission or finder's fees on the loans. The loans are both repayable at any time without penalty. Purposely and MyCare are generating revenue, and the Company expects to receive re-payment of funds from such entities, allowing it to partially repay some of the funds owed to MPIC. The loans are subject to review and acceptance by the TSX Venture Exchange.
Amended Loan Agreements with MPIC Fund I, LP
Premier previously entered into a certain loan agreement dated April 26, 2021 in the principal amount of USD$130,000 as amended April 26, 2022, for a loan from MPIC. Pursuant to a second amending agreement dated April 6, 2023, the parties agreed to extend the maturity date of the loan from April 26, 2023 to April 26, 2024.
Premier previously entered into a certain loan agreement dated April 28, 2020, as amended April 28, 2021, and as amended a second time on April 28, 2022 for a loan from MPIC in the principal amount of USD$150,000. Pursuant to a third amending agreement dated April 6, 2023, the parties agreed to extend the maturity date of the loan from April 28, 2023 to April 29, 2024.
Premier previously entered into a certain loan agreement dated May 26, 2021, as amended on May 26, 2022, for a loan from MPIC in the principal amount of USD$130,000. Pursuant to a second amending agreement dated May 9, 2023, the parties agreed to extend the maturity date of the loan from May 26, 2023 to May 26, 2024.
Premier previously entered into a certain loan agreement dated May 3, 2022 in the principal amount of USD$100,000 for a loan from MPIC. Pursuant to an amending agreement dated May 3, 2023, the parties agreed to extend the maturity date of the loan from May 3, 2023 to May 3, 2024.
No other material terms were amended under any of the foregoing amendments.
Related party transaction disclosure
As MPIC is a control person of Premier, the April Loan, the May Loan and the amended loan agreements described above each constitute "related party transactions" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security holders in Special Transactions ("MI 61-101"). These agreements have been determined to be exempt from the requirements to obtain a formal valuation or minority shareholder approval based on sections 5.5(b) and 5.7(1)(f) of MI 61-101.
Premier does not have securities listed or quoted on any of the specified markets listed in section 5.5(b) of MI 61-101. Premier is relying on the exemption from minority shareholder approval in 5.7(1)(f) of MI 61-101 as the loans were obtained by Premier from MPIC on reasonable commercial terms that are not 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 equity or voting securities of Premier or a subsidiary entity of the issuer, or otherwise participating in nature, or repayable as to principal or interest, directly or indirectly, in equity or voting securities of Premier or a subsidiary entity 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 which it believes have potential for significant returns. It may act as a holding company (either directly or through a subsidiary) and may participate in management of subsidiary entities to varying degrees.
On behalf of the Board of Directors
"Sanjeev Parsad"
Sanjeev Parsad
President, CEO and Director
Neither 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 shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdictions in which such offer, solicitation or sale would be unlawful. Any offering made will be pursuant to available prospectus exemptions and restricted to persons to whom the securities may be sold in accordance with the laws of such jurisdictions, and by persons permitted to sell the securities in accordance with the laws of such jurisdictions.
Further information regarding the Company can be found on SEDAR at www.sedar.com.
Not for dissemination in the United States of America.
Legal Notice Regarding Forward Looking Statements: This news release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements are indicated expectations or intentions. Forward-looking statements in this news release include those regarding loan terms including regarding maturity date(s), that PDH will repay the loan from MPIC as disclosed in the news release, and that the net proceeds of the Loan will be used as stated in this news release. Factors that could cause actual results to be materially different include but are not limited to the following: that any revenue which PDH makes indirectly via its operating subsidiaries will be insufficient to repay the loans to MPIC, that its operating subsidiaries, including MyCare, will not generate revenue, or will retain or redirect such revenue, that the terms and conditions of the various loans may be amended, that the management or board of PDH may use its revenue or other the funds for other purposes, that the capital raised will be insufficient capital to accomplish our intentions and capital alone may not be sufficient for us to grow our business, that the issuer's financial position will not improve, will stay the same or will decline further, that the timing of receipt of anticipated revenues or returns may be delayed, that its ongoing expenses including general and administrative expenses will increase, and that complications or unforeseen obstacles from COVID-19 or other factors may negatively impact Premier. Investors are cautioned against placing undue reliance on forward-looking statements. It is not our policy to update forward looking statements.
