Premier Diversified Holdings Inc. Enters Into Loan Agreement
July 23 2021 - 5:00PM
Loan Agreement
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$80,000 (the
"Loan"). The Loan matures on July 22, 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
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. The Company expects to
partially repay the financing upon receiving funds from some of its
Arcola investment, which is expected to partially distribute funds
to investors in the first half of August 2021.
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 Agreements with MPIC Fund
I, LP.
Premier entered into a loan agreement with MPIC
on July 28, 2020 with a principal amount of US$150,000. This loan
was supposed to mature on July 28, 2021. MPIC and Premier agreed to
extend the maturity date to July 28, 2022.
New Articles of the Company
On June 30, 2021, shareholders of Premier
approved the adoption of new Articles of the Company, subject to
approval by the TSX Venture Exchange. The TSXV granted final
approval to the new Articles on July 21, 2021. The Board has
determined to proceed with implementation of the new Articles,
which are filed on SEDAR. Details of the proposed amendments were
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
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
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), 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 that funds will be distributed by Arcola in
August of 2021. 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 or through return of funds by Arcola 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, 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.
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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