Distribution of Securities under Section 2.8 of National Instrument 45-102
Early Warning Report pursuant to National Instrument 62-103
Not for distribution to U.S. Newswire Services or for dissemination in the United States.
VANCOUVER, British Columbia, Feb. 28, 2023 (GLOBE NEWSWIRE) -- Corner Market Capital Corp. ("CMCC"). This press release is being disseminated in connection with the distribution of securities following the filing of a notice of intention to distribute securities ("Distribution Notice") filed under Section 2.8 of National Instrument 45-102 on February 3, 2023 and a corresponding early warning report (the "Early Warning Report") dated February 28, 2023 regarding the disposition of securities of Premier Diversified Holdings Inc. (the "Reporting Issuer") by CMCC of 680-1199 West Pender Street, Vancouver, B.C. V6E 2R1.
CMCC distributed 208,001 Common shares (the "Shares") of the Reporting Issuer on February 28, 2023. The Shares are registered in the name of MPIC Fund I, LP ("MPIC") and CMCC has control or direction over the Shares. The Shares were distributed in connection with redemption requests made by exiting members of MPIC. 113,190 of the Shares were disposed of at a deemed value of $0.35 per Share, and 94,811 Shares were disposed of at a deemed value of $0.28 per Share, for a total deemed disposition value of $66,163.58.
CMCC is a 65% shareholder of Corner Market Capital U.S. Inc. (“CMC US”). CMC US is the corporate general partner of MPIC. The Shares are being disposed of by MPIC and are registered in MPIC's name.
Immediately following the disposition, CMCC indirectly owns and exercise controls or direction over a total of 1,470,784 Shares of the Reporting Issuer, representing approximately 31.22% of the currently issued and outstanding Shares of the Reporting Issuer (on an undiluted basis). MPIC is the registered holder of the Shares. CMCC and MPIC are joint actors.
CMCC and its joint actors may acquire additional Shares of the Reporting Issuer to maintain their current percentage holdings and to avoid dilution of their holdings. CMCC and its joint actors do not currently intend to dispose of Shares of the Reporting Issuer; however, CMCC may increase or decrease its beneficial ownership or control depending on market or other conditions and to fulfill any other redemption requests made by MPIC members.
A copy of the related Early Warning Report may be found on www.SEDAR.com under the profile of Premier Diversified Holdings Inc.
DATED February 28, 2023.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
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.
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 the filer's intention to dispose of Shares or to increase or decrease its holdings depending on market conditions. Investors are cautioned against placing undue reliance on forward-looking statements. It is not our policy to update forward looking statements.
