VANCOUVER, British Columbia, April 30, 2019 (GLOBE NEWSWIRE) --
Private Placement
Premier Diversified Holdings Inc. ("Premier" or the "Company") (TSXV: PDH) is pleased to announce the closing of the second tranche of its non-brokered private placement offering (the "Offering") of units of the Company ("Units") on April 29, 2019. The Offering was originally announced on February 4, 2019. The second tranche of the Offering was for $10,000. The total gross proceeds raised under the Offering totalled $385,000.
Each Unit consists of one common share ("Share") and one share purchase warrant ("Warrant") exercisable to purchase one additional Share at $0.05 for five years from the date of issue.
The Shares and Warrants will be subject to a hold period expiring on August 30, 2019. No finder's fees or commissions were paid in connection with the Offering.
Loan Agreement
The Company also announces that it has entered into a loan agreement with MPIC Fund I, LP ("MPIC") for a secured loan in the principal amount of USD$200,000 (the "Loan"). The Loan matures on April 27, 2020 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. 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.
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. The Loan has been determined to be exempt from the requirements to obtain a formal valuation or minority shareholder approval on the basis of sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101 as the fair market value of the transaction is not more than 25% of the Company's market capitalization.
The Loan is subject to review by the TSX Venture Exchange.
Use of Proceeds
The net proceeds of the Offering and the Loan will be used for general working capital and may be used to fund the acquisition of an interest in a public or private entity. The Issuer may, in its discretion, determine to use the proceeds for other business purposes as identified by the board of directors and management.
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 that that the net proceeds of the Offering and the Loan will be used as stated in this news release. Factors that could cause actual results to be materially different include but are not limited to the following: 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. Growth depends on several factors including market conditions. Investors are cautioned against placing undue reliance on forward-looking statements. It is not our policy to update forward-looking statements.