Premier Diversified Holdings Inc. ("PDH" or the "Company")
(TSXV:PDH) announces that, following receipt of requisite
shareholder approval, it has completed the acquisitions (the
"
Transaction") of AJA Health and Wellness Ltd.
("
AJA Health"), AJA Therapeutics Inc.
("
ATI"), and Assured Diagnosis Inc.
("
ADI"). In connection with the Transaction (i)
AJA Health amalgamated with a wholly-owned subsidiary of the
Company, 2564858 Alberta Inc. ("
Subco 1"),
pursuant to the terms of an amalgamation agreement dated June 3,
2024, resulting in an amalgamated Alberta corporation
("
Amalco 1"), which is a wholly-owned subsidiary
of the Company; (ii) ADI amalgamated with a wholly-owned subsidiary
of the Company, 2564891 Alberta Inc. ("
Subco 2"),
pursuant to the terms of an amalgamation agreement dated June 3,
2024, resulting in an amalgamated Alberta corporation
("
Amalco 2"), which is a wholly-owned subsidiary
of the Company; and (iii) the Company purchased 1,500,000 shares in
the capital of ATI from James Viccars, Elizabeth Bryant Viccars and
Deluxe Holdings Inc., pursuant to a share purchase agreement dated
June 3, 2024, resulting in ATI being a subsidiary owned by the
Company and Amalco 1. Following the completion of the Transaction,
the Company anticipates continuing from British Columbia to Alberta
under a new name, "AJA Health and Wellness Inc.", as soon as
practicable. The Transaction constitutes a reverse take-over of the
Company pursuant to the polices of the TSX Venture Exchange (the
"
Exchange"). The Common Shares of the Company are
expected to recommence trading on the Exchange at the opening of
the markets on September 24, 2024 under the new ticker symbol
"AJA", subject to final acceptance of the transaction and the
issuance of a bulletin by the Exchange.
Sanjeev Parsad, President, CEO and Director of
the Company, commented: "I would like to thank the management and
board of directors of PDH, AJA Health, ATI and ADI for their hard
work since announcing the Transaction last year. It has been an
enormous endeavor to finally move forward for these companies and
begin to create long-term value for all shareholders. Additional
thanks to Maria Nathanail and her team at McLeod Law LLP to ensure
all moving parts were aligned and bring the transaction to
completion. We will have more information for shareholders in
October on the future of the Company.”
Transaction
Following completion of the Transaction,
combined with the Company’s existing securities, the Company has
86,687,742 common shares issued and outstanding.
Board of Directors and
Management
Following completion of the Transaction, the
Board of Directors of the Company has been reconstituted to consist
of G. Andrew Cooke, Alnesh Mohan, Sanjeev Parsad, Dr. Simon
Sutcliffe, Eric Tsung, James Viccars, and Elizabeth Bryant Viccars.
Management of the Company will consist of Sanjeev Parsad as
President and Chief Executive Officer, Alnesh Mohan as Chief
Financial Officer, and Maria Nathanail as Corporate Secretary.
Business
Following completion of the Transaction, the
Company will be engaged in the current business of AJA Health,
operating a telemedicine platform and full-service travel clinics,
the current business of ADI, offering health insurance options and
employee benefit packages, and the current business of ATI,
offering natural skin care and pain relief products.
Information Circular
The Company has filed an Information Circular
relating to the Transaction, dated August 14, 2024, on SEDAR+ at
www.sedarplus.com on August 16, 2024 (the "Information
Circular"). Readers are encouraged to review the
Information Circular, which provides detailed information about the
Transaction and the business of the Company. Trading in the common
shares of the Company is currently halted pending completion of
customary final filings with the Exchange in respect of the
Transaction.
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.
Cautionary Note Regarding Forward
Looking Statements
This news release contains forward-looking
statements that are based on the Company’s current expectations and
estimates. Forward-looking statements are frequently characterized
by words such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", "suggest", "indicate" and other similar
words or statements that certain events or conditions "may" or
"will" occur, and include, without limitation, statements regarding
the anticipated date that the Company’s common shares will
recommence trading on the Exchange and the final approval of the
Exchange to the Transaction. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors
that could cause actual events or results to differ materially from
estimated or anticipated events or results implied or expressed in
such forward-looking statements, such as the Company not obtaining
final Exchange acceptance. Any forward-looking statement speaks
only as of the date on which it is made and, except as may be
required by applicable securities laws, the Company disclaims any
intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or results or
otherwise. Forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on
such statements due to the inherent uncertainty therein.
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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