Premier Diversified Holdings Inc. Announces Share Consolidation and Enters Into Loan Agreement
August 30 2021 - 7:00AM
Share Consolidation
Premier Diversified Holdings Inc.
("Premier" or the "Company")
(TSXV: PDH) announces that it has received the approval of its
shareholders and the TSX Venture Exchange regarding the
consolidation of its issued common shares on the basis of 50 old
shares for one new share.
Effective at the opening of trading on September
1, 2021, the Company’s common shares will be called for trading on
the Exchange on a consolidated basis.
Neither the Company’s name, nor its trading
symbol, will change in connection with the share consolidation.
Loan Agreement
Premier further 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$100,000 (the "Loan"). The Loan
matures on August 25, 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 may be used to
acquire an additional interest in MyCare MedTech Inc., a telehealth
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
partially repay the financing upon receiving funds from some of its
Arcola investment, which is expected to distribute funds to
investors in September 2021. Fund were originally expected to be
distributed in August 2021, but payment by Arcola was postponed due
to delays with issuance of occupancy permits.
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.
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), that PDH
will repay the loan from MPIC as disclosed in the news release,
that the net proceeds of the Loan will be used as stated in this
news release, that funds will be distributed by Arcola in September
of 2021 and that the share consolidation will be effective
September 1, 2021. 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 or through return of funds by Arcola 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, 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.
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
Premier Diversified (TSXV:PDH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Premier Diversified (TSXV:PDH)
Historical Stock Chart
From Jul 2023 to Jul 2024