Acquisition of Securities under Section 2.8 of National Instrument 45-102
Not for distribution to U.S. Newswire Services or for dissemination in the United States.
Early Warning Report pursuant to National Instrument 62-103
ACQUISITION OF SHARES OF PREMIER DIVERSIFIED HOLDINGS INC.
VANCOUVER, British Columbia, May 12, 2021 (GLOBE NEWSWIRE) — Corner Market Capital Corp. (“CMCC“). This press release is being disseminated in connection with the acquisition of securities following an early warning report (the “Early Warning Report“) dated May 12, 2021 regarding the acquisition of securities of Premier Diversified Holdings Inc. (the “Reporting Issuer“) by CMCC of 318-1199 West Pender Street, Vancouver, B.C. V6E 2R1.
CMCC acquired 64,199,016 Common shares (the “Shares“) of the Reporting Issuer on May 12, 2021. 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 acquired pursuant to a debt settlement agreement dated March 18, 2021 (the “Debt Settlement Agreement“) under which the Acquiror agreed to convert a principal amount of USD$1,400,000 of debt, plus accrued and unpaid interest thereon, into Common shares of the Reporting Issuer at a deemed issue price of CAD$0.03 per share resulting in an issuance of 64,199,016 Common shares (the “Shares“). The total deemed value of the Shares is CAD$1,925,970.63.
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 109,477,367 Shares of the Reporting Issuer, representing approximately 46.48% 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 other than in connection with fulfillment of future redemption requests; however, CMCC may increase or decrease its beneficial ownership or control depending on market or other conditions.
A copy of the related Early Warning Report may be found on www.SEDAR.com under the profile of Premier Diversified Holdings Inc.
DATED May 12, 2021.
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.
CONTACT: For further information: Sanjeev Parsad CORNER MARKET CAPITAL CORP. Telephone: 604-678-9115 E-mail: sparsad@cornermarketcapital.com
