Premier Diversified Holdings Inc. Announces Loan Agreement, Amendment to Existing Loan and Letter of Intent
June 01 2020 - 8:10PM
Loan Agreement
Premier Diversified Holdings Inc.
("Premier" or the "Company")
(TSXV: PDH) 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$150,000 (the
"Loan"). The Loan matures on April 28, 2021 and
bears interest at a rate of 6% per annum. Subject to certain
exclusions, the Loan is secured with all of the present and
after-acquired property of the Company and ranks equally in
priority with all of the loans previously made to the Company by
MPIC in 2019 and 2020.
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 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 April 25, 2019 with a principal amount of US$200,000. This loan
matured on April 27, 2020. MPIC and Premier agreed to extend the
maturity date by three months to July 27, 2020. All other terms of
the loan remain the same.
Letter of Intent regarding Initio Medical Group
Inc.
Premier announces that it entered into a
non-binding letter of intent on April 30, 2020 with 2479326 Ontario
Inc. (the "Buyer") for the sale of all of the
issued and outstanding shares of Initio Medical Group Inc.
("Initio"). Pursuant to the letter of intent, the
Buyer may acquire all the issued and outstanding common shares of
Initio at a price of $200,000. The transaction is subject to the
parties entering into a final purchase agreement and to approval 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
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
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 Premier 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, and that Premier and the Buyer may
enter into a transaction for the purchase of the issued and
outstanding shares of Initio. Factors that could cause actual
results to be materially different include but are not limited to
the following: that any revenue will be insufficient to repay the
loans or that the management or board of PDH 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, that Premier and the Buyer
may not enter into a purchase agreement, and that additional
complications or unforeseen obstacles from COVID-19 may negatively
impact Premier and/or MPIC or the Initio sale transaction.
Investors are cautioned against placing undue reliance on
forward-looking statements. It is not our policy to update forward
looking statements.
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