Premier Diversified Holdings Inc. enters into loan agreement
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VANCOUVER, British Columbia, July 23, 2021 (GLOBE NEWSWIRE) –
Premier Diversified Holdings Inc. (“First“or the”Company“) (TSXV: PDH) announces that it has entered into a loan agreement with MPIC Fund I, LP (“MPIC“) for a secured loan with a principal amount of up to $ 80,000 (the”To lend“). The Loan matures on July 22, 2022 and bears interest at the rate of 6% per annum. The Loan is secured by all current and acquired property of the Company and ranks equally with all previously granted loans. to the Company by MPIC The loan will be used for working capital and may be used to acquire an additional interest in MyCare MedTech Inc., a telehealth company.
The Company does not issue any securities, nor does it pay any premium, commission or intermediation commission on the Loan. The Loan is repayable at any time without penalty. The Company plans to partially repay the funding after receiving funds from part of its investment in Arcola, which is expected to partially distribute funds to investors during the first half of August 2021.
Disclosure of Related Party Transactions
Because MPIC is a controlling person of Premier, the loan constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101. Protection of holders of minority securities in special transactions (“MI 61-101The loan was found to be exempt from the requirements for obtaining a formal appraisal or minority shareholder approval based on sections 5.5 (b) and 5.7 (1) (f) of NI 61-101.
Premier does not have any securities listed or listed on any of the specified markets listed in section 5.5 (b) of MI 61-101. Premier relies on the exemption from minority shareholder approval in 5.7 (1) (f) of MI 61-101 because the loan was obtained by Premier from MPIC on reasonable commercial terms which are no less advantageous to Premier only if the loan had been obtained from a person dealing at arm’s length with Premier. In addition, the loan is not convertible, directly or indirectly, into shares or voting securities of Premier or any subsidiary of the issuer, or otherwise participating in nature, or repayable in principal or interest. , directly or indirectly, in shares or securities with voting rights. of Premier or a subsidiary of the issuer.
The loan is subject to review and acceptance by the TSX Venture Exchange.
Loan agreements amended with MPIC Fund I, LP.
Premier entered into a loan agreement with MPIC on July 28, 2020 with a principal amount of $ 150,000. This loan was due to mature on July 28, 2021. MPIC and Premier have agreed to extend the maturity date to July 28, 2022.
New articles of association
On June 30, 2021, Premier shareholders approved the adoption of new articles of association for the Company, subject to the approval of the TSX Venture Exchange. The TSX Venture Exchange granted final approval of the new articles on July 21, 2021. The Board has decided to proceed with the implementation of the new articles, which are filed on SEDAR. Details of the proposed changes have been included in the Management Information Circular dated June 1, 2021, which is also available on SEDAR.
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 significant return potential. It can act as a holding company (either directly or through a subsidiary) and can participate to varying degrees in the management of subsidiary entities.
On behalf of the board of directors
President, CEO and Director
Neither the 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 does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of securities in jurisdictions in which such an offer, solicitation or sale would be illegal. Any offer made will be in accordance with available prospectus exemptions and limited to persons to whom the securities may be sold in accordance with the laws of those jurisdictions, and to persons authorized to sell the securities in accordance with the laws of those jurisdictions.
Further information relating to the Company is available on SEDAR at www.sedar.com.
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Legal Notice Regarding Forward-Looking Statements: This press release contains “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements are stated expectations or intentions. Forward-looking statements contained in this press release include statements regarding the terms of the loan, including the maturity date), that PDH will repay the MPIC loan as set out in the press release, that the net proceeds of the loan will be used as stated in this press release, and that the funds will be distributed by Arcola in August 2021. Factors that could cause actual results to differ materially include, but are not limited to, the following: any income that PDH earns indirectly through its operating subsidiaries or by the return of funds by Arcola will be insufficient to repay the loans to MPIC, as the terms and conditions of the various loans may be changed, as the management or board of directors of PDH may use its income or d ‘other funds for other purposes, as the capital raised will be insufficient capital to accomplish our intentions and the capital alone may not be sufficient for us to pe rmit to develop our business, that the financial condition of the issuer will not improve, stay the same or dissipate furthermore, that the time of receipt of income or anticipated returns may be delayed, that its current expenses , including general and administrative expenses, will increase and unforeseen complications or obstacles due to COVID-19 or other factors may negatively impact Premier. Investors are cautioned not to place undue reliance on forward-looking statements. Our policy is not to update any forward-looking statements.
CONTACT: For further information, contact: Sanjeev Parsad, President and CEO Phone: (604) 678.9115 Fax: (604) 678.9279 E-mail: [email protected] Web: www.pdh-inc.com