MPIC Fund I LP Announces Acquisition of Common Shares of Premier Diversified Holdings Inc.; Files Early Warning Report
September 18 2024 - 4:55PM
MPIC Fund I LP ("
MPIC") announces that it has
filed an early warning report (the "
Early Warning
Report") under National Instrument 62-103 – The Early
Warning System and Related Take-Over Bid and Insider Reporting
Issues in connection with the closing of the previously announced
reverse takeover (the "
Transaction" or the
"
RTO") whereby MPIC acquired shares of Premier
Diversified Holdings Inc. (the "
Company" or
"
PDH").
In connection with the RTO (i) AJA Health and
Wellness Ltd. ("AJA") amalgamated with a
wholly-owned subsidiary of the Company, 2564858 Alberta Inc.,
pursuant to the terms of an amalgamation agreement dated June 3,
2024, resulting in an amalgamated Alberta corporation, which is a
wholly-owned subsidiary of the Company; (ii) Assured Diagnosis Inc.
("ADI") amalgamated with a wholly-owned subsidiary
of the Company, 2564891 Alberta Inc., pursuant to the terms of an
amalgamation agreement dated June 3, 2024, resulting in an
amalgamated Alberta corporation, which is a wholly-owned subsidiary
of the Company; and (iii) the Company purchased 1,500,000 shares in
the capital of AJA Therapeutics Inc. ("ATI") from
James Viccars, Elizabeth Bryant Viccars and Deluxe Holdings Inc.,
pursuant to a share purchase agreement dated June 3, 2024,
resulting in ATI being a subsidiary owned by the Company and one of
the Company's subsidiaries. After giving effect to the Transaction,
common shares in the capital of the Company ("Common
Shares") were issued to shareholders of ATI, AJA, and
ADI.
Concurrent with the closing of the RTO, the
Company converted certain debts owing to MPIC, in the aggregate
amount of CAD$5,927,164, into 29,635,820 Common Shares at a
conversion price of $0.20 per share.
Prior to the Transaction, MPIC had subscribed
for 10,200,003 shares in AJA at a subscription price of $0.20 per
share. On closing of the Transaction, the AJA shares were converted
into Common Shares on a 1:1 basis.
In connection with the Transaction, MPIC
subscribed for 10,333,334 shares in AJA at a subscription price of
$0.20 per share. On closing of the Transaction, the AJA shares were
converted into Common Shares on a 1:1 basis.
Prior to the completion of the Transaction, MPIC
held 1,470,785 Common Shares, being 31.2% of the issued and
outstanding Common Shares. On closing of the Transaction, MPIC
holds 51,639,942 Common Shares, being approximately 60% of the
Common Shares on a non-diluted basis.
MPIC does not currently have any plan to acquire
or dispose of additional securities of the Company. However, MPIC
may acquire additional securities of the Company, dispose of some
or all of the existing or additional securities it holds or will
hold, or may continue to hold its current position, depending on
market conditions, reformulations, and/or other relevant
factors.
A copy of the Early Warning Report filed by MPIC
will be available under the Company's profile on SEDAR+ at
www.sedarplus.ca.
The TSX have not reviewed and do not accept responsibility for
the adequacy or accuracy of the contents of this news release,
which has been prepared by the management of Premier Diversified
Holdings Inc.
CONTACT INFORMATION:
MPIC FUND I LP by its General Partner Corner Market Capital U.S.
Inc. PO Box 2190Blaine, WA 98231Telephone: 1-604-612-3965
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