Premier Diversified Holdings Inc. Announces Loan Agreements
01 January 2020 - 8:16AM
Loan Agreements with MPIC Fund I, LP
Premier Diversified Holdings Inc.
("Premier" or the "Company")
(TSXV: PDH) announces that it has entered into certain loan
agreements with MPIC Fund I, LP ("MPIC") for
secured loans in the aggregate principal amount of up to
USD$600,000 (the "Loans"). The Loans mature on
September 4, 2020, November 7, 2020 and December 12, 2020 and bear
interest at a rate of 6% per annum. The Loans are secured with all
of the present and after-acquired property of the Company and
rank equally in priority with the loans previously made to the
Company by MPIC in April 2019 and July 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.
Use of Proceeds
Premier intends to use a portion of the Loans to
lend funds to MyCare MedTech Inc., as set out below. The remainder
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.
Loan Agreement with MyCare MedTech Inc.
Premier entered into a loan agreement with
MyCare MedTech Inc. ("MMI") which was amended on
December 12, 2019 for a secured loan in the principal amount of up
to CAD$400,000 (the "MMI Loan").
The MMI Loan matures 12 months from the date any advance is made
under the loan by PDH to MMI 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.
As Premier is a control person of MMI, the MMI
Loan constitutes a "related party transaction" within the meaning
of MI 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 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 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.
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
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