Premier Diversified Holdings Inc. ("
PDH" or the
"
Company") (TSXV: PDH) is pleased to announce it
has entered into a non-binding letter of intent (the
"
LOI") among AJA Health and Wellness Ltd.
("
AJA Health"), AJA Therapeutics Inc.
("
ATI"), Assured Diagnosis Inc.
("
ADI"), James Viccars, Elizabeth Bryant Viccars
and Deluxe Holdings Inc. ("
DHI"), dated
September 20, 2023, 2023 (the "
Letter of
Intent"), pursuant to which, subject to regulatory
approval including that of the TSX Venture Exchange (the
"
Exchange"), PDH intends to acquire (the
“
AJA Health Acquisition”) all of the issued and
outstanding class A common shares (“
AJA Class A
Shares”) and series 2 preferred shares of AJA Health
(“
AJA Preferred Shares” and together with the AJA
Class A Shares, the “
AJA Shares”) and the issued
and outstanding shares (the “
ADI Shares”) of ADI
(the “
ADI Acquisition”) by way of share exchange,
three-cornered amalgamation or other similar form of transaction,
and to acquire all of the shares held by James Viccars, Elizabeth
Bryant Viccars and DHI in the capital of ATI in exchange for shares
of PDH (the
“ATI Share Purchase” and together with
the AJA Health Acquisition and the ADI Acquisition, the
"
Acquisition"). The final structure of the
Acquisition is subject to receipt of tax, corporate and securities
law advice.
AJA Health and Wellness
Ltd.
AJA Health was incorporated on February 18, 2015
in Alberta under the name MyCare MedTech Inc. The name was
subsequently changed on September 6, 2023 to AJA Health and
Wellness Ltd. AJA Health is a privately owned Alberta-based
Canadian telemedicine company that has developed GOeVisit, an
innovative platform which provides virtual consultations 24/7 from
coast to coast. GOeVisit is a fully integrated, secure and virtual
based health platform to enable and support online, real‐time
appointments via face-to-face technology or smart phone with a
health practitioner at a fraction of the time of a traditional
appointment. AJA Health’s medical team uses proven virtual practice
guidelines to diagnose, treat and prescribe for over 450 episodic
medical conditions via computer, tablet or smartphone. Aja Health
also operates full-service travel clinics in Vancouver and Surrey,
BC.
AJA Health currently has 26,308,383 AJA Class A
Shares issued and outstanding and 7,707,690 AJA Preferred Shares
issued and outstanding and 2,000,000 performance warrants
outstanding which will be exercised into AJA Class A Shares or
cancelled prior to closing of the Acquisition. AJA Health
anticipates completing a private placement of up to 12,500,000 AJA
Class A Shares prior to closing of the Acquisition.
PDH currently owns 6,015,382 AJA Preferred
Shares and 5,144,000 AJA Class A Shares for a total of 11,159,382
AJA Shares and will have 11,278,180 AJA Shares upon the debt
settlement with AJA Health which will occur prior to closing of the
Acquisition.
Prior to completion of the AJA Health
Amalgamation, AJA Health intends to issue 1,940,507 shares, at a
deemed price of $0.15 per common share as debt repayment as
follows: 607,173 AJA Shares to Jim Viccars; 666,667 AJA Shares to
Elizabeth Bryant Viccars; and 666,667 AJA Shares to Sanjeev Parsad,
to settle $291,076 in outstanding debts. Immediately prior to the
closing of the Acquisition, Jim Viccars will own 4,039,542 AJA
Shares and Elizabeth Bryant Viccars will own 2,3265,667 AJA Shares
and 500,000 performance warrants which are anticipated to be
exercised into AJA Shares, for an aggregate number of 2,826,667 AJA
Shares.
Assured Diagnosis Inc.
ADI was incorporated on September 22, 2009 in
Alberta and is a privately owned Alberta-based company providing
Canadians with unprecedented access to North American healthcare
facilities under its trademark, “MyCare”. MyCare products are
primarily added as health insurance options to companies and
associations in Canada as an addition to their employee benefit
packages.
MyCare Health Benefit Option (HBO) and MyCare
Advantage Insurance assist members in obtaining a diagnosis of
serious illness and arrange diagnostic scans and necessary
specialist assessments. This provides more service than the
traditional second opinion products attached to many group benefit
programs. Medical expertise is delivered remotely via an electronic
medical opinion consultation. Members have the option to upgrade to
MyCare Advantage Insurance at group rates for medical
treatment.
New products were added in August 2023 to assist
Canadians forced to wait months and sometimes years for surgeries
in the public system: MyCare Diagnostic Plus and MyCare Surgical
Wait List Insurance for employee groups and individuals focuses on
non-serious surgeries subject to long wait times in the public
system. MyCare Diagnostic Plus offers members early access to
private MRI and CT scans, diagnostic assistance and information on
costs and surgical solutions outside the public system. MyCare
Surgical Wait List Insurance utilizes independent surgical
facilities to provide surgical solutions, up to $500,000 CAD, for
Canadians on a wait list longer than 90 days.
ADI currently has 6,600,000 class A common
shares, 900,000 class B common shares and 3,100,000 class D common
shares issued and outstanding for an aggregate number of 10,600,000
ADI Shares. Jim Viccars currently owns 2,815,000 ADI Shares and
Elizabeth Bryant Viccars currently owns 2,740,000 ADI Shares.
AJA Therapeutics Inc.
ATI was incorporated on April 5, 2019, in the
state of Delaware, United States under the name MyCare MedTech USA,
Inc. The name was subsequently changed to Aja Therapeutics Inc. on
September 5, 2022. ATI has established virtual specialty clinics
for special conditions, offering natural, non-prescription
solutions and products with the potential to replace opioid drugs
for chronic pain. ATI provides telehealth consultations, and a line
of products featuring hempflavin; a formulation of over 20 unique
flavonoids extracted from the hemp plant including cannflavin,
Quercetin/Quercetin-3, Isocannflavin B, Luteolin-7-0, Apigenin and
others.
Hempflavin has been proven to assist with a wide
range of pain levels, from mild-severe and acute to chronic pain
and has been scientifically and clinically proven to be 30 times
more effective than NSAIDs, such as Aspirin, with no side effects
or long-term damage. Hempflavin contains zero THC and zero
cannabinoids.
The total number of shares of common stock which
ATI is authorized to issue is 35,000,000, with no par value
(“ATI Shares”), and the total number of shares of
preferred stock which ATI is authorized to issue is 5,000,000, with
no par value. There are currently 27,000,000 ATI Shares issued and
no preferred stock. AJA Health owns 25,000,000 ATI Shares and Each
of Jim Viccars, Elizabeth Bryant Viccars and DHI own 500,000 ATI
Shares. DHI is controlled by Sanjeev Parsad, a director and officer
of PDH and a director of AJA Health.
The Acquisition
The LOI contemplates a share exchange, a
three-way amalgamation or other similar form of transaction,
pursuant to which both AJA Health and ADI will become a
wholly-owned subsidiary of PDH on closing and ATI will be a wholly
owned subsidiary of AJA Health. The final structure for the
Acquisition is subject to satisfactory tax, corporate and
securities law advice for each of PDH, AJA Health, ADI and ATI.
The shareholders of AJA Health will receive up
to 31,589,508 common shares of PDH (“PDH Shares”)
at a deemed price of $0.057, assuming that all of the outstanding
performance warrants of AJA Health are exercised prior to the
closing and that the AJA Private Placement is fully subscribed.
The shareholders of ADI will receive 10,600,000
PDH Shares, at a deemed price of $0.057 per share. Upon completion
of the Acquisition, the resulting issuer will carry on the business
of AJA Health and ADI.
PDH will acquire the shares held by Jim Viccars,
Elizabeth Bryant and DHI in the capital of ATI on a on a 1:1 basis
at a deemed price of $0.057. Each of Jim Viccars, Elizabeth Bryant
Viccars and DHI, will receive 500,000 common shares of PDH for an
aggregate of 1,500,000 common shares of PDH (the "ATI Share
Purchase").
Following the Acquisition there will be up to a
maximum of 48,400,192 common shares of the resulting issuer
outstanding on a fully diluted basis, assuming the private
placement is fully subscribed. Jim Viccars will own 7,961,715
common shares of the resulting issuer (16.4%)and Elizabeth Bryant
Viccars will own 6,233,334 common shares and, if the performance
warrants are exercised, 6,733,334 (13.9%), being 30.3% of the
issued and outstanding common shares of the resulting issuer on a
fully diluted basis and as such will together be considered a
control person.
Prior to completion of the AJA Health
Amalgamation, PDH intends to convert $1,691,727 in outstanding
loans to AJA Health into 11,278,180 class A common shares in AJA
Health at a deemed price of $0.15 per share.
Concurrent with the Acquisition, AJA Health will
complete an equity financing of to raise gross proceeds of up to
$2,500,000 through the issuance of up to 12,500,000 common shares,
units or subscription receipts, as the case may be at a deemed
price per share of $0.20 (the "Financing").The
parties are negotiating the final terms of the Financing and the
Company will announce the terms as soon as possible once
finalized.
Furthermore, in connection of the Acquisition,
it is anticipated that PDH will, among other things: (i) change its
name to AJA Health and Wellness Inc., or such other name as may be
agreed upon by the parties; (ii) reconstitute the existing
directors and officers of PDH with nominees mutually agreed upon by
the parties; (iii) enter into employment, consulting or other
agreements with key members of the AJA Health and ADI technical
teams and management; and (iv) enter into such escrow or pooling
agreements as required by the Exchange or as agreed by the
parties.
Further information on PDH, including current
financial statements, are currently being prepared for filing with
the Exchange, and will be filed and posted on SEDAR upon the
completion of the information circular that will be prepared in
connection with the Acquisition.
The Acquisition will constitute a reverse
takeover under the policies of the Exchange. Closing of the
Acquisition is subject to a number of conditions including due
diligence, the entering into of definitive agreements, the
completion of the Financing, receipt of all required shareholder,
regulatory and third-party consents, including Exchange approval,
and satisfaction of other customary closing conditions. The
Acquisition will be subject to dis-interested shareholder approval.
The Acquisition cannot close until the required approvals are
obtained.
Related Party Transaction
As it relates to AJA Health, the Amalgamation is
a Related Party Transaction (as such term is defined in Section 1.1
of MI 61-101 - Protection of Minority Security Holders in Special
Transactions). PDH plans to call a special meeting of security
holders to seek security holder approval (the
"Meeting").
PDH intends to obtain a formal valuation (as
such term is defined in Section 1.1 of MI 61-101 - Protection of
Minority Security Holders in Special Transactions) and preparing
materials for the Meeting. The management information circular,
which will constitute the key disclosure document for the purpose
of the Meeting, will be provided to PDH's security holders in
compliance with applicable corporate and securities law
requirements.
Premier Diversified
Holdings Inc.
PDH 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. Upon closing of the
Acquisition, the resulting issuer will be engaged in the current
business of ADI a, AJA Health and ATI as its principal enterprise
and will be classified as a Tier 2 Life Sciences Issuer pursuant to
the policies of the Exchange.
Trading in the listed securities will remain halted pursuant to
section 2.5 of the Policy 5.2.
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.
Completion of the transaction is subject to a
number of conditions, including but not limited to, Exchange
acceptance and if applicable, disinterested shareholder approval.
Where applicable, the transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the transaction will be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the management information circular or filing
statement to be prepared in connection with the transaction, any
information released or received with respect to the transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of the Company should be considered
highly speculative.
The TSX Venture Exchange Inc. has in no way
passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this news release.
Forward Looking Statements
This news release includes forward looking
statements that are subject to assumptions, risks and
uncertainties. Statements in this news release which are not purely
historical are forward looking statements, including without
limitation any statements concerning the expected results of the
Acquisition; completion of the transactions contemplated by the LOI
and the anticipated timing thereof; completion of the Financing and
the anticipated timing thereof and the expected use of proceeds
from the Financing. Although the Company believes that any forward
looking statements in this news release are reasonable, there can
be no assurance that any such forward looking statements will prove
to be accurate. The Company cautions readers that all forward
looking statements, are based on assumptions none of which can be
assured, and are subject to certain risks and uncertainties that
could cause actual events or results to differ materially from
those indicated in the forward looking statements. Readers are
advised to rely on their own evaluation of such risks and
uncertainties and should not place undue reliance on forward
looking statements.
The forward‐looking statements and information
contained in this news release are made as of the date hereof and
no undertaking is given to update publicly or revise any
forward‐looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws or the Exchange. The forward-looking
statements or information contained in this news release are
expressly qualified by this cautionary statement.
For further information, contact:
Sanjeev Parsad, President and CEOPhone: (604) 678.9115Fax: (604)
678.9279E-mail: sparsad@pdh-inc.com Web: www.pdh-inc.com
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