Not for dissemination in the United
States of America.
Annual General Meeting
Premier Diversified Holdings Inc.
("Premier" or the "Company")
(TSXV: PDH) announced today that in response to the ongoing global
COVID-19 pandemic, it will host its annual general meeting of
shareholders (the "AGM") on a virtual electronic
basis only, at the same time and on the same date as planned, being
11:00 am Pacific Standard Time on April 2, 2020.
As the impact of COVID-19 continues to evolve
rapidly across the globe, and in response to the recent public
health measures enacted by the Canadian federal and provincial
governments, the decision has been made to move the AGM to a
virtual setting. This decision was made after considering recent
provincial and federal guidance regarding public gatherings, and to
proactively protect the health and wellbeing of Premier's
stakeholders, employees and service partners that participate in
the AGM.
The Company will not hold an in-person meeting
as previously communicated in the Notice of Meeting dated March 6,
2020 that was sent to shareholders and filed on SEDAR at
www.sedar.com.
Instead, the AGM will be hosted in a virtual
setting, and those interested in attending can find the details to
attend below. Shareholders are advised that they should not attend
at Premier's corporate office, which will not provide any
facilities from which to participate in the virtual AGM. Further,
shareholders are requested not to attend at the offices of Initio
Medical Group Inc., a wholly-owned subsidiary of Premier located
next to its corporate office, as immune-compromised individuals
regularly attend at Initio.
Virtual AGM Details:
Date: |
April 2, 2020 |
Time: |
11:00 am PST |
Participant / Guest
(Toll-Free) Access |
877-407-2991 |
Web Link for
Audience: |
https://78449.themediaframe.com/dataconf/productusers/pdh/mediaframe/36738/indexl.html |
In order to streamline the virtual
meeting process, the Company encourages shareholders to vote in
advance of the meeting using the Voting Instruction Form or the
Form of Proxy mailed to them with the meeting materials.
Shareholders wishing to attend the AGM may continue to do so by
logging into the webcast or calling the number above, and
instructions will be provided as to how shareholders entitled to
vote at the AGM may participate and vote at the AGM. Management
also advised that the AGM will not include a question and answer
session following the meeting. The session will be deferred to a
later date.
Loan Agreement with MPIC Fund I, LP
Premier further announces that it has entered
into a loan agreement with MPIC Fund I, LP
("MPIC") for a secured loan in the aggregate
principal amount of up to USD$100,000 (the
"Loan"). The Loan matures on March 25, 2021 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 the loans previously made to the
Company by MPIC in February 2020, April 2019, July 2019, September
2019, November 2019 and December 2019.
The Company is not issuing any securities, or
paying any bonus, commission or finder's fees on the Loan. The Loan
is 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 loan had been
obtained from a person dealing at arm’s length with Premier.
Further, the loan is 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 Agreement with MyCare MedTech
Inc.
Premier entered into an amended and restated
loan agreement with MyCare MedTech Inc. ("MMI") on
February 26, 2020. The agreement amended the previous secured loan
made to MMI by increasing the principal amount which may be loaned
by Premier to MMI from $450,000 to up to $500,000 (the
"MMI Loan"). The MMI Loan matures
12 months from the date of the amended agreement and 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.
MMI is not issuing any securities, or paying any
bonus, commission or finder's fees on the Loan to Premier. The MMI
Loan is repayable by MMI at any time without penalty.
Premier is a control person of MMI, and the MMI
Loan constitutes a "related party transaction" within the meaning
of Multilateral Instrument 61-101. The MMI Loan has been determined
to be exempt from the requirements to obtain a formal valuation or
minority shareholder approval on the basis of 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.
The MMI Loan is subject to review and acceptance
by the TSX Venture Exchange.
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 Parsad President, 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
that MMI will have revenue as disclosed in the news release, that
it will use that revenue to repay the MMI Loan, that the net
proceeds of the Loan will be used as stated in this news release
and that the AGM will proceed as indicated in this news release.
Factors that could cause actual results to be materially different
include but are not limited to the following: that the revenue
which MMI earns will be insufficient to repay the MMI Loan or that
the management or board of MMI may use 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,
MMI and/or MPIC. 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
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