Premier Diversified Holdings Inc. Enters Into Loan Agreement and Announces Approval of Debt Settlement
Loan Agreement
VANCOUVER, British Columbia, May 12, 2021 (GLOBE NEWSWIRE) — 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 principal amount of up to USD$130,000 (the “Loan“). The Loan matures on April 26, 2022 and bears interest at a rate of 6% per annum. 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. The Loan will be used for working capital and may be used to acquire an additional interest in MyCare MedTech Inc., a telehealth company.
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 Arcola investment, which is expected to partially distribute funds to investors in June 2021.
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.
Debt Settlement
Premier announces that it will settle USD$1,400,000 (approximately CAD$1,775,900) in debt owed by the Company, together with accrued and unpaid interest thereon (the “Debt”) through the issuance of common shares of the Company (the “Shares”). Pursuant to a Debt settlement agreement with MPIC Fund I, LP (“MPIC“), the Company will issue 64,199,016 Shares (“Settlement Shares“) to MPIC or its nominee(s) at a deemed price of CAD$0.03 per Settlement Share.
The Company determined it was advantageous to settle the Debt through the issuance of the Settlement Shares to preserve cash and improve the Company’s balance sheet. The Debt settlement was approved by the TSX Venture Exchange (the “TSXV”) on March 22, 2021.
The Settlement Shares issued pursuant to the Debt settlement will be subject to a four month hold period which will expire on the date that is four months and one day from the date of issuance.
Related party transaction disclosure
MPIC is a related party of Premier by virtue of its corporate general partner, and by that corporation’s parent company, which are controlled and directed by Sanjeev Parsad (President, CEO and director of Premier) and Alnesh Mohan (CFO and director of Premier). Additionally, G. Andrew Cooke, a director of Premier, is a director of MPIC’s corporate general partner.
Prior to the issuance of the Settlement Shares, to the Company’s knowledge, MPIC held 45,278,351 Shares of Premier, approximately 26.43% (on an undiluted basis) of the issued and outstanding Shares of the Company. Following the issuance of the Settlement Shares, to the Company’s knowledge, MPIC holds 109,477,367 Shares of Premier, approximately 46.48% (on an undiluted basis) of the issued and outstanding Shares of the Company.
As MPIC is a related party to and a control person of Premier and the transaction involves the issuance of securities, the Debt Settlement 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 Debt Settlement 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)(e) of MI 61-101. For further information, refer to the news release issued by the Company dated March 18, 2021.
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
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 statements regarding loan terms including maturity date(s), that PDH 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, that funds will be distributed by Arcola in June 2021 and statements regarding the improvement of the Company’s financial position and preservation of cash. Factors that could cause actual results to be materially different include but are not limited to the following: that any revenue which PDH makes indirectly via its operating subsidiaries or through return of funds by Arcola will be insufficient to repay the loans to MPIC, that the terms and conditions of the various loans may be amended, that the management or board of PDH may use its revenue or other 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 the issuer’s financial position will not improve, will stay the same or will decline further, that the timing of receipt of anticipated revenues or returns may be delayed, that its ongoing expenses including general and administrative expenses will increase and that complications or unforeseen obstacles from COVID-19 or other factors may negatively impact Premier. 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, 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