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$610,000 (the
"
Loans"). The Loans mature on
July 15, 2021, September 1, 2021, October 7, 2021, October 22, 2021
and November 22, 2021 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 all of
the loans previously made to the Company by MPIC.
The Company is not issuing any securities, or
paying any bonus, commission or finder's fees on the Loans. The
Loans are 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 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.
The Loans are subject to review and acceptance by
the TSX Venture Exchange.
Amended Loan Agreements with MPIC Fund I, LP.
Premier entered into a loan agreement with MPIC on
April 25, 2019 with a principal amount of US$200,000. The original
maturity date of the loan was April 27, 2020. The maturity date was
extended to July 27, 2021. All other terms of the loan remain the
same.
Premier entered into a loan agreement with MPIC on
July 10, 2019 with a principal amount of US$200,000. This loan
matured on July 10, 2020. MPIC and Premier agreed to extend the
maturity date by twelve months to July 10, 2021.
Premier entered into a loan agreement with MPIC on
September 4, 2019 with a principal amount of US$300,000. This loan
matured on September 4, 2020. MPIC and Premier agreed to extend the
maturity date by twelve months to September 6, 2021.
Premier entered into a loan agreement with MPIC on
November 7, 2019 with a principal amount of US$300,000. This loan
matured on November 7, 2020. MPIC and Premier agreed to extend the
maturity date by twelve months to November 8, 2021.
MyCare MedTech Inc. renews agreement with
Bright.md
PDH is very pleased to announce that MMI has
renewed its partnership with Bright.md for the GOeVisit online
telehealth service. PDH is excited to work with MMi's long-term
initiatives in telemedicine. More information about Bright.md may
be found at https://bright.md.
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 and
February 2020. This loan agreement was amended again in June 2020.
The amended agreement changed the previous secured loan made to MMI
by increasing the principal amount which may be loaned by Premier
to MMI from $500,000 to up to $610,000 (the "MMI
Loan"). The MMI Loan has staggered maturity dates:
September 3, 2021 for up to the first CAD$250,000 of the principal
amount; December 16, 2020 for the principal amount of CAD$250,001
to CAD$400,000; January 29, 2021 for the principal amount of
CAD$401,000 to $450,000; February 26, 2021 for the principal amount
of CAD$450,001 to $500,000 and June 17, 2021 for the remainder of
the principal amount.
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 entered into subscription agreements to
acquire Class B Preferred shares of MMI in August, September,
October and November 2020 (the "MMI Investment").
A total of 1,653,846 shares were acquired at $0.26 per share for an
aggregate purchase price of $430,000.
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 March
2021.
Purposely Platform Inc. update
Premier holds a 51% interest in Purposely Platform
Inc. ("Purposely"), which provides an online
platform for employer-supported volunteering. Purposely is
currently developing new internal CSR platforms for several user
companies, which will be subscription-based and which Premier
anticipates will commence generating revenues on December 1,
2020.
Change to Board of Directors
Premier announces that Marta Davidson has resigned
as a director effective November 16, 2020. The board thanks Ms.
Davidson for her services as director.
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 ParsadPresident, CEO and Director
For further
information,
contact:Sanjeev Parsad, President and
CEO
Phone: (604) 678.9115Fax: (604)
678.9279E-mail: sparsad@pdh-inc.comWeb: www.pdh-inc.com
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, that the net proceeds of the Loan will be used as stated
in this news release, that MyCare will work on long-term
initiatives in telehealth, that construction of the Arcola project
will occur as indicated in the news release, and that Purposely
will develop its CSR platform and generate revenue as indicated in
the 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 MyCare will not be able to generate sufficient
revenue to repay the loans to PDH, that MyCare may generate no
revenue at all, 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, MyCare, Purposely,
Arcola and/or MPIC, that construction on the Arcola project will be
delayed or halted, that Purposely's development of its CSR platform
may be delayed or halted, and that Purposely will not generate
revenue as of December 1, 2020 or at all. Investors are cautioned
against placing undue reliance on forward-looking statements. It is
not our policy to update forward looking statements.
Premier Diversified (TSXV:PDH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Premier Diversified (TSXV:PDH)
Historical Stock Chart
From Jul 2023 to Jul 2024