Not for dissemination in the United States of America.
VANCOUVER, British Columbia, Nov. 23, 2020 (GLOBE NEWSWIRE) -- Premier Diversified Holdings Inc. ("Premier" or the "Company") (TSXV: PDH) announces that it has entered into certain loan agreements with MPIC Fund I, LP ("MPIC") for secured loans in the aggregate principal amount of up to USD$610,000 (the "Loans"). The Loans mature on July 15, 2021, September 1, 2021, October 7, 2021, October 22, 2021 and November 22, 2021 and bear interest at a rate of 6% per annum. The Loans are secured with all of the present and after-acquired property of the Company and rank equally in priority with all of the loans previously made to the Company by MPIC.
The Company is not issuing any securities, or paying any bonus, commission or finder's fees on the Loans. The Loans are repayable at any time without penalty. The Company expects to repay the financing upon receiving funds from some of its other investments.
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 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.
The Loans are 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 April 25, 2019 with a principal amount of US$200,000. The original maturity date of the loan was April 27, 2020. The maturity date was extended to July 27, 2021. All other terms of the loan remain the same.
Premier entered into a loan agreement with MPIC on July 10, 2019 with a principal amount of US$200,000. This loan matured on July 10, 2020. MPIC and Premier agreed to extend the maturity date by twelve months to July 10, 2021.
Premier entered into a loan agreement with MPIC on September 4, 2019 with a principal amount of US$300,000. This loan matured on September 4, 2020. MPIC and Premier agreed to extend the maturity date by twelve months to September 6, 2021.
Premier entered into a loan agreement with MPIC on November 7, 2019 with a principal amount of US$300,000. This loan matured on November 7, 2020. MPIC and Premier agreed to extend the maturity date by twelve months to November 8, 2021.
MyCare MedTech Inc. renews agreement with Bright.md
PDH is very pleased to announce that MMI has renewed its partnership with Bright.md for the GOeVisit online telehealth service. PDH is excited to work with MMi's long-term initiatives in telemedicine. More information about Bright.md may be found at https://bright.md.
Amended Loan Agreement with MyCare MedTech Inc.
Premier entered into a loan agreement with MyCare MedTech Inc. ("MMI") on September 4, 2019, which was subsequently amended in December 2019, January 2020 and February 2020. This loan agreement was amended again in June 2020. The amended agreement changed the previous secured loan made to MMI by increasing the principal amount which may be loaned by Premier to MMI from $500,000 to up to $610,000 (the "MMI Loan"). The MMI Loan has staggered maturity dates: September 3, 2021 for up to the first CAD$250,000 of the principal amount; December 16, 2020 for the principal amount of CAD$250,001 to CAD$400,000; January 29, 2021 for the principal amount of CAD$401,000 to $450,000; February 26, 2021 for the principal amount of CAD$450,001 to $500,000 and June 17, 2021 for the remainder of the principal amount.
The MMI Loan bears interest at a rate of 9% per annum. The MMI Loan is secured with all of the present and after-acquired property of MMI. The MMI Loan is repayable by MMI at any time without penalty. The MMI Loan is subject to review and acceptance by the TSX Venture Exchange.
PDH increases investment in MyCare MedTech Inc.
Premier entered into subscription agreements to acquire Class B Preferred shares of MMI in August, September, October and November 2020 (the "MMI Investment"). A total of 1,653,846 shares were acquired at $0.26 per share for an aggregate purchase price of $430,000.
Related Party Transaction disclosure
Premier is a control person of MMI, and the MMI Loan and the MMI Investment constitute "related party transactions" within the meaning of Multilateral Instrument 61-101. The MMI Loan and the MMI Investment have been determined to be exempt from the requirements to obtain a formal valuation or minority shareholder approval on the basis of being a "downstream" transaction. Further, the MMI Loan is exempt pursuant to sections 5.5(b) and 5.7(1)(a) of Multilateral Instrument 61-101 as the fair market value of the transaction is not more than 25% of the Company's market capitalization.
Premier holds an interest in the Arcola Project, a townhouse development located outside of Vancouver, B.C. Construction continues to proceed at the projected pace and the estimated completion date for the project is the end of March 2021.
Purposely Platform Inc. update
Premier holds a 51% interest in Purposely Platform Inc. ("Purposely"), which provides an online platform for employer-supported volunteering. Purposely is currently developing new internal CSR platforms for several user companies, which will be subscription-based and which Premier anticipates will commence generating revenues on December 1, 2020.
Change to Board of Directors
Premier announces that Marta Davidson has resigned as a director effective November 16, 2020. The board thanks Ms. Davidson for her services as director.
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
President, CEO and Director
For further information, contact:
Sanjeev Parsad, President and CEO
Phone: (604) 678.9115
Fax: (604) 678.9279
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(s), that PDH will repay the loans from MPIC as disclosed in the news release, that the net proceeds of the Loan will be used as stated in this news release, that MyCare will work on long-term initiatives in telehealth, that construction of the Arcola project will occur as indicated in the news release, and that Purposely will develop its CSR platform and generate revenue as indicated in the 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 will be insufficient to repay the loans to MPIC, that the terms and conditions of the various loans may be amended, that MyCare will not be able to generate sufficient revenue to repay the loans to PDH, that MyCare may generate no revenue at all, 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, and that additional complications or unforeseen obstacles from COVID-19 may negatively impact Premier, MyCare, Purposely, Arcola and/or MPIC, that construction on the Arcola project will be delayed or halted, that Purposely's development of its CSR platform may be delayed or halted, and that Purposely will not generate revenue as of December 1, 2020 or at all. Investors are cautioned against placing undue reliance on forward-looking statements. It is not our policy to update forward looking statements.