Premier Diversified Holdings Inc. Announces Shares for Debt Transaction
Not for dissemination in the United States of America
VANCOUVER, British Columbia, Aug. 09, 2024 (GLOBE NEWSWIRE) — Premier Diversified Holdings Inc. (“PDH” or the “Company”) (TSXV:PDH) is pleased to announce that it has entered into a debt settlement agreement to settle outstanding debt in the aggregate amount of CAD$5,927,164 (the “Debt“) owing to a creditor of the Company (the “Creditor“), by issuing 29,635,820 common shares (the “Conversion Shares“) of the issuer resulting from the previously announced reverse takeover of the Company by AJA Health and Wellness Inc., Assured Diagnosis Inc., and AJA Therapeutics Inc. (the “RTO Transaction“) at a deemed price of $0.20 per Conversion Share (the “Shares for Debt Transaction“). The Board of Directors of the Company has determined that it is in the best interests of the Company to settle the Debt by the issuance of the Conversion Shares in order to preserve the Company’s cash for ongoing operations.
The Shares for Debt Transaction will occur concurrently with, and is conditional upon, the closing of the RTO Transaction and is subject to other customary closing conditions, including the approval of the TSX Venture Exchange (“TSXV“).
As certain directors of the Company exercise direction or control over the Creditor, the Shares for Debt Transaction is considered a “related party transaction” under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions and minority shareholder approval is required.
Update on the Company’s Annual and Special Meeting of Shareholders
Pursuant to and in connection with the RTO Transaction, the Company will be holding an annual general and special meeting of shareholders of the Company (the “Meeting“). The Meeting was originally scheduled for August 12, 2024, as disclosed in the Amended Notice of Meeting filed on May 29, 2024, but was subsequently amended to give the Company additional time to obtain to conditional approval of the RTO Transaction from the TSXV. It is now anticipated that the meeting will be held on September 13, 2024.
The management information circular (the “Information Circular“), which will constitute the key disclosure document for the purpose of the Meeting, will be provided to the Company’s security holders in compliance with applicable corporate and securities law requirements.
Full details regarding the RTO Transaction will be disclosed by the Company in the Information Circular to be prepared and filed with the TSXV and will be posted on SEDAR+ at www.sedarplus.com in accordance with applicable corporate and securities laws.
On behalf of the Board of Directors
“Sanjeev Parsad”
Sanjeev Parsad
President, CEO and Director
1 (604) 678-9274
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.
Completion of the RTO Transaction and Shares for Debt Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the RTO Transaction and Shares for Debt Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Forward Looking Statements
This news release includes forward looking statements that are subject to assumptions, risks and uncertainties. Statements in this news release which are not purely historical are forward looking statements, including without limitation any statements concerning the expected results of the RTO Transaction or Shares for Debt Transaction; completion of the transactions contemplated and the anticipated timing thereof. Although the Company believes that any forward looking statements in this news release are reasonable, there can be no assurance that any such forward looking statements will prove to be accurate. The Company cautions readers that all forward looking statements, are based on assumptions none of which can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward looking statements.
The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSXV. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
