Not for dissemination in the United States of America.
VANCOUVER, British Columbia, Sept. 09, 2022 (GLOBE NEWSWIRE) -- Premier Diversified Holdings Inc. ("Premier" or the "Company") (TSXV: PDH) announces that it has entered into certain agreements, as set out below, and also includes an update on its partially-held subsidiary, ZED Therapeutics Inc.
Loan Agreement
Premier entered into a loan agreement (“Loan Agreement”) dated September 7, 2022 with MPIC Fund I, LP ("MPIC") for a secured loan in the principal amount of up to USD$100,000 (the "Loan"). The Loan matures on September 7, 2023 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 (including for Premier’s partially owned subsidiaries, Purposely Platform Inc. and MyCare MedTech Inc.) 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. Purposely Platform Inc. and MyCare MedTech Inc. are generating revenue, and the Company expects to shortly receive re-payment of funds from such entities, allowing it to partially repay some of the funds owed to MPIC. The Loan Agreement is subject to review and acceptance by the TSX Venture Exchange.
Amended Loan Agreements with MPIC Fund I, LP
Premier previously entered into a certain loan agreement dated July 15, 2020, as amended July 15, 2021, for a loan from MPIC Fund I, LP (“MPIC”). The parties agreed to extend the maturity date of the loan from July 15, 2022 to July 14, 2023. The date of the second amending agreement is July 15, 2022.
Premier previously entered into a certain loan agreement dated July 28, 2020, as amended July 28, 2021, for a loan from MPIC. The parties agreed to extend the maturity date of the loan from July 28, 2022 to July 28, 2023. The date of the second amending agreement is July 28, 2022.
Premier previously filed a certain loan agreement dated August 25, 2021, for a loan from MPIC. The parties agreed to extend the maturity date of the loan from August 25, 2022 to August 25, 2023. The date of the amending agreement is August 16, 2022.
Premier previously entered into a certain loan agreement dated September 1, 2020, as amended September 1, 2021, for a loan from MPIC. The parties agreed to extend the maturity date of the loan from September 1, 2022 to September 1, 2023. The date of the second amending agreement is August 29, 2022.
Related party transaction disclosure
As MPIC is a control person of Premier, the Loan Agreement and the amended loan agreements described above each constitute "related party transactions" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security holders in Special Transactions ("MI 61-101"). These agreements have 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 loans were obtained by Premier from MPIC on reasonable commercial terms that are not less advantageous to Premier than if the loans had been obtained from a person dealing at arm’s length with Premier. Further, the loans are 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.
Amended Loan Agreements with MyCare MedTech Inc.
Premier previously entered into a certain sixth amended and restated secured loan agreement dated September 30, 2021, for a loan from Premier to MyCare MedTech Inc. (“MyCare”). The parties agreed to extend the maturity date of the loan from September 30, 2022, to September 29, 2023. The date of the seventh amended and restated secured loan agreement is August 29, 2022.
Premier previously entered into a certain secured loan agreement with MyCare dated September 28, 2021, for a loan from Premier to MyCare. The parties agreed to increase the principal amount of the loan and to extend the maturity date of the loan from September 30, 2022, to September 29, 2023. The date of the amending loan agreement is July 11, 2022.
Related Party Transaction disclosure
Premier is a control person of MyCare, and the amendments to the MyCare Loans constitute "related party transactions" within the meaning of Multilateral Instrument 61-101. These amendments 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.
ZED Therapeutics Inc.
In July 2022, the management of ZED Therapeutics Inc. (“ZED”) informed the Company of its decision to voluntarily dissolve ZED and its subsidiaries. Certain of ZED’s assets located in Oregon were sold for net proceeds of approximately USD$885,000. Premier holds 5,144,000 common shares of ZED. ZED’s management advised that it does not expect to have any funds available for distribution to ZED shareholders once certain payments are made including closing costs and severance payments to employees. Premier is currently in the process of obtaining further information from ZED regarding the asset sale.
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 those regarding loan terms including regarding maturity date(s), that PDH will repay the loan from MPIC as disclosed in the news release, that the net proceeds of the Loan will be used as stated in this news release, and statements regarding the dissolution of ZED and payout of funds by ZED. 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 will be insufficient to repay the loans to MPIC, that its operating subsidiaries will not generate revenue, or will retain such revenue, 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.
