Premier Diversified Holdings Inc. Announces Modified Loans

Not for distribution in the United States of America.

VANCOUVER, British Columbia, Sept. 09, 2022 (GLOBE NEWSWIRE) — Premier Diversified Holdings Inc. (“First“or the”Company“) (TSXV: PDH) announces that it has reached certain agreements, as noted below, and also includes an update on its partially owned subsidiary, ZED Therapeutics Inc.

Loan agreement

Premier entered into a loan agreement (“Loan agreement”) dated September 7, 2022 with MPIC Fund I, LP (“MPIC“) for a secured loan in the principal amount of up to USD 100,000 (the “Ready“). The loan matures on September 7, 2023 and bears interest at the rate of 6% per annum. The loan is secured by all present and future assets of the Company and has equal priority over all loans previously granted to the company by MPIC. The loan will be used for working capital (including for the partially owned subsidiaries of Premier, Purposely Platform Inc. and MyCare MedTech Inc.) and can be used to acquire an additional stake in MyCare MedTech Inc., a telehealth company.

The Company does not issue any securities or pay any bonus, commission or finder’s fees on the loan. The loan is repayable at any time without penalty. Purposely Platform Inc. and MyCare MedTech Inc. are revenue generating, and the Company expects to receive reimbursement of funds from these entities shortly, allowing it to partially repay a portion of the funds owed to MPIC. The Loan Agreement is subject to review and acceptance by the TSX Venture Exchange.

Amended Loan Agreements with MPIC Fund I, LP

Premier has previously entered into a certain loan agreement dated July 15, 2020, as amended July 15, 2021, for a loan from MPIC Fund I, LP (“MPIC”). The parties have agreed to extend the maturity date of the loan from July 15, 2022 to July 14, 2023. The date of the second rider is July 15, 2022.

Premier has previously entered into a certain loan agreement dated July 28, 2020, as amended July 28, 2021, for a loan from MPIC. The parties have agreed to extend the maturity date of the loan from July 28, 2022 to July 28, 2023. The date of the second rider is July 28, 2022.

Premier previously filed a certain loan agreement dated August 25, 2021 for a loan from MPIC. The parties have agreed to extend the maturity date of the loan from August 25, 2022 to August 25, 2023. The date of the amendment is August 16, 2022.

Premier has previously entered into a certain loan agreement dated September 1, 2020, as amended September 1, 2021, for a loan from MPIC. The parties have agreed to extend the maturity date of the loan from September 1, 2022 to September 1, 2023. The date of the second rider is August 29, 2022.

Disclosure of Related Party Transactions

As MPIC is a controlling person of Premier, the Loan Agreement and the Amended Loan Agreements described above each constitute “related party transactions” within the meaning of Multilateral Instrument 61-101. Protection of holders of minority securities in special transactions (“MI 61-101These arrangements have been determined to be exempt from the requirements of obtaining a formal valuation or minority shareholder approval under sections 5.5(b) and 5.7(1)(f) of NI 61-101.

Premier has no securities listed or quoted on any of the specified markets listed in section 5.5(b) of NI 61-101. Premier is relying on the exemption from minority shareholder approval in NI 61-101 5.7(1)(f) because the loans were obtained by Premier from MPIC on reasonable commercial terms that are not no less advantageous to Premier than if the loans had been obtained from a person dealing at arm’s length with Premier. Further, the loans are not convertible, directly or indirectly, into shares or voting securities of Premier or any subsidiary of the issuer, or otherwise of an equity nature, or repayable in principal or interest, directly or indirectly, in shares or securities with voting rights. of Premier or an affiliate of the issuer.

Amended loan agreements with MyCare MedTech Inc.

Premier has previously entered into a certain sixth amended and restated secured loan agreement dated September 30, 2021, for a loan from Premier to MyCare MedTech Inc. (“My care”). The parties have agreed to extend the loan maturity date from September 30, 2022 to September 29, 2023. The date of the Seventh Amended and Restated Secured Loan Agreement is August 29, 2022.

Premier has previously entered into a certain secured loan agreement with MyCare dated September 28, 2021, for a loan from Premier to MyCare. The parties have agreed to increase the principal amount of the loan and to extend the loan maturity date from September 30, 2022 to September 29, 2023. The date of the loan agreement amendment is July 11, 2022.

Disclosure of Related Party Transactions

Premier is a control person of MyCare, and the modifications to the MyCare Loans constitute “related party transactions” within the meaning of the 61-101 Multilateral Instrument. These amendments were found to be exempt from the requirements of obtaining a formal valuation or minority shareholder approval on the basis that it is a “downstream” transaction.

ZED Therapeutics Inc.

In July 2022, the management of ZED Therapeutics Inc. (“ZED”) informed the Company of its decision to voluntarily dissolve ZED and its subsidiaries. Certain of ZED’s assets located in Oregon were sold for net proceeds of approximately US$885,000. Premier owns 5,144,000 common shares of ZED. ZED management has indicated that it does not expect to have funds available for distribution to ZED shareholders once certain payments are made, including closing costs and employee severance. Premier is currently in the process of obtaining further information from ZED regarding the sale of the asset.

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 that it believes have significant return potential. It may act as a holding company (either directly or through a subsidiary) and may participate to varying degrees in the management of subsidiary entities.

On behalf of the Board of Directors

“Sanjeev Parsad”

Sanjeev Parsad
President, CEO and Director

Neither the 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 does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of the securities in any jurisdiction where such offer, solicitation or sale would be unlawful. Any offer made will be made pursuant to available prospectus exemptions and limited to persons to whom the securities may be sold under the laws of such jurisdictions, and to persons authorized to sell the securities under the laws of such jurisdictions.

Further information regarding the Company is available on SEDAR at www.sedar.com.

Not for distribution in the United States of America.

Legal notice regarding forward-looking statements: This press release contains “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements are stated expectations or intentions. Forward-looking statements in this press release include those regarding the terms of the loan, including the maturity date(s), that PDH will repay the MPIC loan as set forth in the press release, that the net proceeds of the loan will be used as set forth in this press release and statements regarding the dissolution of ZED and the disbursement of funds by ZED. Factors that could cause actual results to differ materially include, but are not limited to the following: that any income PDH earns indirectly through its operating subsidiaries will be insufficient to repay loans to MPIC, that its operating subsidiaries will not generate income, or will retain such income, that the terms and conditions of the various loans may be modified, that the management or board of directors of PDH may use its income or other funds for other purposes, that the capital raised will be insufficient to accomplish our intentions and the capital alone may not be sufficient to enable us to grow our business, that the financial condition of the issuer will not improve, remain the same or deteriorate further, that the timing of receipt of anticipated income or returns may be delayed, as its ongoing expenses, including general and administrative expenses, increase nter, and that unforeseen complications or obstacles due to COVID-19 or other factors could negatively impact the Premier. Investors are cautioned not to place undue reliance on forward-looking statements. It is not our policy to update forward-looking statements.


        

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