VANCOUVER, British Columbia, Feb. 23, 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$95,000 (the "Loan"). The Loan matures on February 10, 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 to acquire an additional interest in MyCare MedTech Inc., a telemedicine 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.
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.
Amended Loan Agreement with MPIC Fund I, LP.
Premier entered into a loan agreement with MPIC on February 13, 2020 with a principal amount of US$200,000. This loan matured on February 13, 2021. MPIC and Premier agreed to extend the maturity date to September 30, 2021.
MyCare MedTech Inc. cancels agreement with Bright.md
PDH is announces that MMI has ended agreement with Bright.md for the GOeVisit online telehealth service. The GOeVisit platform will instead use Toronto-based InputHealth for its telehealth service, which is a bilingual platform.
Amended Loan Agreement with MyCare MedTech Inc.
Premier entered into a loan agreement with MyCare MedTech Inc. ("MMI") on September 4, 2019, which was subsequently amended in December 2019, January 2020, February 2020 and June 2020. As noted in Premier's news release dated November 23, 2020, the principal amount loaned by Premier to MMI was to up to $610,000 (the "MMI Loan"), which has staggered maturity dates for different portions of the principal amount. For administrative ease, MMI and Premier agreed to amend the maturity date so that the entire principal amount of the MMI Loan matures on September 20, 2021. Further, the parties also agreed to add a conversion privilege to the MMI Loan. Premier may convert all or part of the principal and outstanding interest of the MMI Loan into Common shares of MMI at a conversion price of $0.15.
The MMI Loan 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. The MMI Loan is repayable by MMI at any time without penalty. The MMI Loan is subject to review and acceptance by the TSX Venture Exchange.
PDH increases investment in MyCare MedTech Inc.
Premier announced on November 23, 2020 that it entered into subscription agreements to acquire Class B Preferred shares of MMI in August, September, October and November 2020 (the "MMI Investment") at a price of $0.26 per share. However, the subscription price for the November 2020 subscription was disclosed incorrectly as $0.26 per share. The correct subscription price is $0.15, with Premier acquiring 933,333 Preferred shares of MMI for a total purchase price of $140,000.
Premier entered into further subscription agreements to acquire Class B Preferred shares of MMI in January and February 2021 at a price of $0.15 per share. Premier acquired a total of 800,000 shares of MMI for a total purchase price of $120,000.
Related Party Transaction disclosure
Premier is a control person of MMI, and the MMI Loan and the MMI Investment constitute "related party transactions" within the meaning of Multilateral Instrument 61-101. The MMI Loan and the MMI Investment have been determined to be exempt from the requirements to obtain a formal valuation or minority shareholder approval on the basis of being a "downstream" transaction. Further, the MMI Loan is exempt pursuant to 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.
Arcola update
Premier holds an interest in the Arcola Project, a townhouse development located outside of Vancouver, B.C. Construction continues to proceed at the projected pace and the estimated completion date for the project is the end of April 2021. Occupancy is expected for May 2021.
Purposely Platform Inc. update
Premier holds a 51% interest in Purposely Platform Inc. ("Purposely"), which provides an online platform for employer-supported volunteering and the development of subscription-based internal CSR platforms for user companies. Purposely began generating revenues on December 1, 2020.
Re-filed Annual Financial Statements
On February 17, 2021, Premier filed amended annual financial statements for the fiscal year ended September 30, 2020. The only change to the financial statements was the date of the auditor's report, which was changed from January 28, 2020 to January 28, 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 and that the net proceeds of 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 any revenue which PDH makes 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, and that additional complications or unforeseen obstacles from COVID-19 may negatively impact Premier and/or MPIC. Investors are cautioned against placing undue reliance on forward-looking statements. It is not our policy to update forward looking statements.