PDH Premier Diversified Holdings Inc

Premier Diversified Holdings Inc. ("Premier" or the "Company") (TSXV: PDH) announces that it has entered into certain loan agreements, as set out below.

Loan Agreements with MPIC Fund I

Premier entered into a loan agreement (“Loan Agreement”) dated February 7, 2023 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 February 7, 2024 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. (“Purposely”) and MyCare MedTech Inc.) and may be used to acquire an additional interest in MyCare MedTech Inc. (“MyCare”), a telehealth company.

The Company is not issuing any securities, or paying any bonus, commission or finder's fees on the MPIC Loans. The MPIC Loans are both repayable at any time without penalty. Purposely and MyCare are generating revenue, and the Company expects to receive re-payment of funds from such entities, allowing it to partially repay some of the funds owed to MPIC. The Loan is subject to review and acceptance by the TSX Venture Exchange.

Amended Loan Agreement with MPIC Fund I, LP

Premier previously entered into a certain loan agreement dated February 10, 2021, as amended February 10, 2022, for a loan from MPIC. The parties agreed to extend the maturity date of the loan from February 10, 2023 to February 10, 2024. The date of the second amending agreement is February 7, 2023.

Related party transaction disclosure

As MPIC is a control person of Premier, the Loan and the amended loan agreement 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 Agreement with Purposely

Premier entered into an amended loan agreement with its partially owned subsidiary, Purposely. Premier previously entered into a certain loan agreement dated September 1, 2017 with Purposely as borrower. The Company and Purposely agreed to amend the terms of the original loan agreement and entered into an amending agreement (the "Purposely Amending Agreement") dated February 7, 2023 to, among other things, make the following amendments: the loan is no longer payable on demand but has a maturity date of March 1, 2025; the loan is no longer non-interest bearing but bears interest of 9% per annum, calculated as of May 31, 2021; and the loan is no longer unsecured but is secured with all of Purposely’s present and after-acquired property. Until the maturity date, Premier will have a pre-emptive right to participate in certain subsequent offerings of new securities of Purposely up to a percentage of such offering equal to Premier's then percentage ownership of all issued and outstanding Common Shares immediately prior to such offering.

Related party transaction disclosure

As Premier is a control person of Purposely, the Purposely Amending Agreement described above 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 Amending Agreement has been determined to be exempt from the requirements of Part 5 of MI 61-101 as per Section 5.1(g), as it constitutes a downstream transaction as defined in that instrument.

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 those regarding loan terms including regarding maturity date(s), that PDH will repay the loan from MPIC as disclosed in the news release, and 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 any revenue which PDH makes indirectly via its operating subsidiaries will be insufficient to repay the loans to MPIC, that its operating subsidiaries, including MyCare, will not generate revenue, or will retain or redirect 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.

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