VANCOUVER, British Columbia, June 01, 2020 (GLOBE NEWSWIRE) --
Loan Agreement
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 aggregate principal amount of up to USD$150,000 (the "Loan"). The Loan matures on April 28, 2021 and bears interest at a rate of 6% per annum. Subject to certain exclusions, 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 in 2019 and 2020.
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 April 25, 2019 with a principal amount of US$200,000. This loan matured on April 27, 2020. MPIC and Premier agreed to extend the maturity date by three months to July 27, 2020. All other terms of the loan remain the same.
Letter of Intent regarding Initio Medical Group Inc.
Premier announces that it entered into a non-binding letter of intent on April 30, 2020 with 2479326 Ontario Inc. (the "Buyer") for the sale of all of the issued and outstanding shares of Initio Medical Group Inc. ("Initio"). Pursuant to the letter of intent, the Buyer may acquire all the issued and outstanding common shares of Initio at a price of $200,000. The transaction is subject to the parties entering into a final purchase agreement and to approval 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 Parsad
President, CEO and Director
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
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 that Premier will repay the loans from MPIC as disclosed in the news release, that the net proceeds of the Loan will be used as stated in this news release, and that Premier and the Buyer may enter into a transaction for the purchase of the issued and outstanding shares of Initio. Factors that could cause actual results to be materially different include but are not limited to the following: that any revenue will be insufficient to repay the loans or that the management or board of PDH may use 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 Premier and the Buyer may not enter into a purchase agreement, and that additional complications or unforeseen obstacles from COVID-19 may negatively impact Premier and/or MPIC or the Initio sale transaction. Investors are cautioned against placing undue reliance on forward-looking statements. It is not our policy to update forward looking statements.