Premier Diversified Holdings Inc. ("
Premier" or
the "
Company") (TSXV: PDH) announces that it has
entered into a loan agreement with MPIC Fund I, LP
("
MPIC") for a secured loan in the principal
amount of up to USD$95,000 (the "
Loan"). The Loan
matures on February 10, 2022 and bears interest at a rate of 6% per
annum. The Loan is secured with all of the present and
after-acquired property of the Company and ranks equally in
priority with all of the loans previously made to the Company by
MPIC. The Loan will be used for working capital and to acquire an
additional interest in MyCare MedTech Inc., a telemedicine company.
The Company is not issuing any securities, or
paying any bonus, commission or finder's fees on the Loan. The Loan
is repayable at any time without penalty. The Company expects to
repay the financing upon receiving funds from some of its other
investments.
Related party transaction disclosure
As MPIC is a control person of Premier, the Loan
constitutes a "related party transaction" within the meaning of
Multilateral Instrument 61-101 Protection of Minority Security
holders in Special Transactions ("MI 61-101"). The
Loan has 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 loan was
obtained by Premier from MPIC on reasonable commercial terms that
are not 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
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.
The Loan is subject to review and acceptance by
the TSX Venture Exchange.
Amended Loan Agreement with MPIC Fund I, LP.
Premier entered into a loan agreement with MPIC
on February 13, 2020 with a principal amount of US$200,000. This
loan matured on February 13, 2021. MPIC and Premier agreed to
extend the maturity date to September 30, 2021.
MyCare MedTech Inc. cancels agreement with
Bright.md
PDH is announces that MMI has ended agreement
with Bright.md for the GOeVisit online telehealth service. The
GOeVisit platform will instead use Toronto-based InputHealth for
its telehealth service, which is a bilingual platform.
Amended Loan Agreement with MyCare MedTech
Inc.
Premier entered into a loan agreement with
MyCare MedTech Inc. ("MMI") on September 4, 2019,
which was subsequently amended in December 2019, January 2020,
February 2020 and June 2020. As noted in Premier's news release
dated November 23, 2020, the principal amount loaned by Premier to
MMI was to up to $610,000 (the "MMI
Loan"), which has staggered maturity dates for
different portions of the principal amount. For administrative
ease, MMI and Premier agreed to amend the maturity date so that the
entire principal amount of the MMI Loan matures on September 20,
2021. Further, the parties also agreed to add a conversion
privilege to the MMI Loan. Premier may convert all or part of the
principal and outstanding interest of the MMI Loan into Common
shares of MMI at a conversion price of $0.15.
The MMI Loan bears interest at a rate of 9% per
annum. The MMI Loan is secured with all of the present and
after-acquired property of MMI. The MMI Loan is repayable by MMI at
any time without penalty. The MMI Loan is subject to review and
acceptance by the TSX Venture Exchange.
PDH increases investment in MyCare MedTech
Inc.
Premier announced on November 23, 2020 that it
entered into subscription agreements to acquire Class B Preferred
shares of MMI in August, September, October and November 2020 (the
"MMI Investment") at a price of $0.26 per share.
However, the subscription price for the November 2020 subscription
was disclosed incorrectly as $0.26 per share. The correct
subscription price is $0.15, with Premier acquiring 933,333
Preferred shares of MMI for a total purchase price of $140,000.
Premier entered into further subscription
agreements to acquire Class B Preferred shares of MMI in January
and February 2021 at a price of $0.15 per share. Premier acquired a
total of 800,000 shares of MMI for a total purchase price of
$120,000.
Related Party Transaction disclosure
Premier is a control person of MMI, and the MMI
Loan and the MMI Investment constitute "related party transactions"
within the meaning of Multilateral Instrument 61-101. The MMI Loan
and the MMI Investment have been determined to be exempt from the
requirements to obtain a formal valuation or minority shareholder
approval on the basis of being a "downstream" transaction. Further,
the MMI Loan is exempt pursuant to sections 5.5(b) and 5.7(1)(a) of
Multilateral Instrument 61-101 as the fair market value of the
transaction is not more than 25% of the Company's market
capitalization.
Arcola update
Premier holds an interest in the Arcola Project,
a townhouse development located outside of Vancouver, B.C.
Construction continues to proceed at the projected pace and the
estimated completion date for the project is the end of April 2021.
Occupancy is expected for May 2021.
Purposely Platform Inc. update
Premier holds a 51% interest in Purposely
Platform Inc. ("Purposely"), which provides an online platform for
employer-supported volunteering and the development of
subscription-based internal CSR platforms for user companies.
Purposely began generating revenues on December 1, 2020.
Re-filed Annual Financial Statements
On February 17, 2021, Premier filed amended
annual financial statements for the fiscal year ended September 30,
2020. The only change to the financial statements was the date of
the auditor's report, which was changed from January 28, 2020 to
January 28, 2021.
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 ParsadPresident, 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
statements regarding loan terms including maturity date(s), that
PDH will repay the loans 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 will be insufficient to repay the
loans to MPIC, 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, and that additional complications or unforeseen obstacles
from COVID-19 may negatively impact Premier and/or MPIC. Investors
are cautioned against placing undue reliance on forward-looking
statements. It is not our policy to update forward looking
statements.
For further information, contact:
Sanjeev Parsad, President and CEO
Phone: (604) 678.9115
Fax: (604) 678.9279
E-mail: sparsad@pdh-inc.com
Web: www.pdh-inc.com
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