VANCOUVER, British Columbia, March 30, 2020 (GLOBE NEWSWIRE) --
Not for dissemination in the United States of America.
Annual General Meeting
Premier Diversified Holdings Inc. ("Premier" or the "Company") (TSXV: PDH) announced today that in response to the ongoing global COVID-19 pandemic, it will host its annual general meeting of shareholders (the "AGM") on a virtual electronic basis only, at the same time and on the same date as planned, being 11:00 am Pacific Standard Time on April 2, 2020.
As the impact of COVID-19 continues to evolve rapidly across the globe, and in response to the recent public health measures enacted by the Canadian federal and provincial governments, the decision has been made to move the AGM to a virtual setting. This decision was made after considering recent provincial and federal guidance regarding public gatherings, and to proactively protect the health and wellbeing of Premier's stakeholders, employees and service partners that participate in the AGM.
The Company will not hold an in-person meeting as previously communicated in the Notice of Meeting dated March 6, 2020 that was sent to shareholders and filed on SEDAR at www.sedar.com.
Instead, the AGM will be hosted in a virtual setting, and those interested in attending can find the details to attend below. Shareholders are advised that they should not attend at Premier's corporate office, which will not provide any facilities from which to participate in the virtual AGM. Further, shareholders are requested not to attend at the offices of Initio Medical Group Inc., a wholly-owned subsidiary of Premier located next to its corporate office, as immune-compromised individuals regularly attend at Initio.
Virtual AGM Details:
| Date: | April 2, 2020 |
| Time: | 11:00 am PST |
| Participant / Guest (Toll-Free) Access | 877-407-2991 |
| Web Link for Audience: | |
| https://78449.themediaframe.com/dataconf/productusers/pdh/mediaframe/36738/indexl.html | |
In order to streamline the virtual meeting process, the Company encourages shareholders to vote in advance of the meeting using the Voting Instruction Form or the Form of Proxy mailed to them with the meeting materials. Shareholders wishing to attend the AGM may continue to do so by logging into the webcast or calling the number above, and instructions will be provided as to how shareholders entitled to vote at the AGM may participate and vote at the AGM. Management also advised that the AGM will not include a question and answer session following the meeting. The session will be deferred to a later date.
Loan Agreement with MPIC Fund I, LP
Premier further announces that it has entered into a loan agreement with MPIC Fund I, LP ("MPIC") for a secured loan in the aggregate principal amount of up to USD$100,000 (the "Loan"). The Loan matures on March 25, 2021 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 the loans previously made to the Company by MPIC in February 2020, April 2019, July 2019, September 2019, November 2019 and December 2019.
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.
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 Loans are subject to review and acceptance by the TSX Venture Exchange.
Amended Loan Agreement with MyCare MedTech Inc.
Premier entered into an amended and restated loan agreement with MyCare MedTech Inc. ("MMI") on February 26, 2020. The agreement amended the previous secured loan made to MMI by increasing the principal amount which may be loaned by Premier to MMI from $450,000 to up to $500,000 (the "MMI Loan"). The MMI Loan matures 12 months from the date of the amended agreement and bears interest at a rate of 9% per annum. The MMI Loan is secured with all of the present and after-acquired property of MMI.
MMI is not issuing any securities, or paying any bonus, commission or finder's fees on the Loan to Premier. The MMI Loan is repayable by MMI at any time without penalty.
Premier is a control person of MMI, and the MMI Loan constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101. The MMI 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(b) 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 MMI Loan is subject to review and acceptance by the TSX Venture Exchange.
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 MMI will have revenue as disclosed in the news release, that it will use that revenue to repay the MMI Loan, that the net proceeds of the Loan will be used as stated in this news release and that the AGM will proceed as indicated in this news release. Factors that could cause actual results to be materially different include but are not limited to the following: that the revenue which MMI earns will be insufficient to repay the MMI Loan or that the management or board of MMI may use 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, and that additional complications or unforeseen obstacles from COVID-19 may negatively impact Premier, MMI and/or MPIC. Investors are cautioned against placing undue reliance on forward-looking statements. It is not our policy to update forward looking statements.