VANCOUVER, British Columbia, February 23, 2021 (GLOBE NEWSWIRE) – Premier Diversified Holdings Inc. (“First“or the”Company“) (TSXV: PDH) announces that it has entered into a loan agreement with MPIC Fund I, LP (“MPIC“) for a secured loan of up to $ 95,000 (the”ReadyThe loan matures on February 10, 2022 and bears interest at the rate of 6% per annum. The loan is secured by all current and subsequently acquired assets of the company and has the same priority as all loans. The loan will be used for working capital and to acquire an additional stake in MyCare MedTech Inc., a telemedicine company.
The Company does not issue any securities and does not pay any premium, commission or finder’s fees on the loan. The loan is repayable at any time without penalty. The Company expects to repay the funding upon receipt of funds from some of its other investments.
Disclosure of Related Party Transactions
Because MPIC is a controlling person of Premier, the loan constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101. Protection of holders of minority securities in special transactions (“MI 61-101“). It was determined that the loan was exempt from the conditions for obtaining a formal appraisal or minority shareholder approval based on Articles 5.5 (b) and 5.7 (1) (f) of Regulation 61 -101.
Premier does not have any securities listed or listed on any of the specified markets listed in section 5.5 (b) of MI 61-101. Premier relies 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 which are no less advantageous for Premier only if the loan had been obtained. of a person not dealing at arm’s length with Premier. In addition, the loan is not convertible, directly or indirectly, into equity or voting shares of Premier or a subsidiary of the issuer, or otherwise participating in nature, or repayable under the principal or interests, directly or indirectly, in shares or securities with voting rights. of Premier or a subsidiary of the issuer.
The loan is subject to review and acceptance by the TSX Venture Exchange.
Amended loan agreement with MPIC Fund I, LP.
Premier entered into a loan agreement with MPIC on February 13, 2020 with principal amount of US $ 200,000. This loan matured on February 13, 2021. MPIC and Premier have agreed to extend the maturity date until September 30, 2021.
MyCare MedTech Inc. cancels agreement with Bright.md
PDH announces that MMI has terminated the agreement with Bright.md for the online telehealth service GOeVisit. Instead, the GOeVisit platform will use Toronto’s InputHealth for its telehealth service, which is a bilingual platform.
Amended loan agreement with MyCare MedTech Inc.
Premier has entered into a loan agreement with MyCare MedTech Inc. (“MMI“) on September 4, 2019, which was subsequently amended in December 2019, January 2020, February 2020 and June 2020. As indicated in Premier’s press release dated November 23, 2020, the principal amount loaned by Premier to MMI was up to $ 610,000 (the “MMI Ready“), which has staggered maturity dates for different parts of the principal amount. For administrative reasons, MMI and Premier have agreed to change the maturity date so that the full principal amount of the MMI loan matures on September 20, 2021. In addition, the parties also agreed to add a conversion privilege to the loan MMI Premier may convert all or part of the principal and unpaid interest of the MMI loan into ordinary shares of MMI at a conversion price of $ 0.15.
The MMI loan bears interest at the rate of 9% per annum. The MMI loan is secured by all current and subsequently acquired assets 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 its investment in MyCare MedTech Inc.
Premier announced on November 23, 2020 that it had entered into subscription agreements to acquire Class B preferred shares of MMI in August, September, October and November 2020 (the “MMI investment“) at a price of $ 0.26 per share. However, the subscription price for the November 2020 subscription was incorrectly listed as $ 0.26 per share. The correct subscription price is $ 0.15 , First to acquire 933,333 preferred shares of MMI for a total purchase price of 140,000 USD.
Premier entered into further subscription agreements to acquire Class B preferred shares of MMI in January and February 2021 at a price of $ 0.15 per share. Premier acquired a total of 800,000 shares of MMI for a total purchase price of $ 120,000.
Disclosure of Related Party Transactions
Premier is a controlling person of MMI, and the MMI Loan and the MMI Investment constitute “related party transactions” within the meaning of Multilateral Instrument 61-101. It has been determined that the MMI loan and the MMI investment are exempt from the requirements to obtain a formal valuation or minority shareholder approval on the grounds that this is a “downstream” transaction. In addition, the MMI loan is exempt in accordance with Articles 5.5 (b) and 5.7 (1) (a) of Multilateral Instrument 61-101 since the fair market value of the transaction does not exceed 25% of the market capitalization of the society.
Premier owns an interest in the Arcola Project, a townhouse development located outside of Vancouver, British Columbia. Construction continues to progress at the planned rate and the planned completion date of the project is the end of April 2021. Occupancy is scheduled for May 2021.
Update of Purposely Platform Inc.
Premier owns a 51% stake in Purposely Platform Inc. (“Purposely”), which provides an online platform for employer-supported volunteering and the development of in-house CSR subscription platforms for corporate users. . On purpose, started generating income on December 1, 2020.
Annual financial statements re-filed
On February 17, 2021, Premier filed amended annual financial statements for the year ended September 30, 2020. The only change to the financial statements was the date of the auditor’s report, which changed from January 28, 2020 to January 28, 2021. .
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 significant return potential. It can act as a holding company (either directly or through a subsidiary) and can participate in the management of subsidiaries to varying degrees.
On behalf of the board of directors
President, CEO and Director
Neither the 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 does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of the securities in jurisdictions where such an offer, solicitation or sale would be illegal. Any offering made will be made in accordance with available prospectus exemptions and limited to persons to whom the securities may be sold in accordance with the laws of those jurisdictions, and to persons authorized to sell the securities in accordance with the laws of those jurisdictions.
Additional information relating to the Company is available on SEDAR at www.sedar.com.
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Legal Notice Regarding Forward-Looking Statements: This press release contains “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements are stated expectations or intentions. Forward-looking statements contained in this press release include statements regarding the loan conditions, including the due date (s), that PDH will repay MPIC’s loans as set out in the press release and that the proceeds net loan will be used as indicated in this news. Release. Factors that could cause actual results to differ materially include, but are not limited to, the following: that any income earned by PDH will be insufficient to repay loans to MPIC, that the terms of different loans may be changed, that the management or board of directors of PDH may use its income or other funds for other purposes, that the capital raised will be insufficient capital to accomplish our intentions and that capital alone may not be sufficient to allow us to grow our business, and that additional complications or unforeseen obstacles from COVID-19 may negatively impact Premier and / or MPIC. Investors are cautioned not to place undue reliance on forward-looking statements. It is not our policy to update forward-looking statements.