VANCOUVER, British Columbia, Dec. 31, 2019 (GLOBE NEWSWIRE) --
Loan Agreements with MPIC Fund I, LP
Premier Diversified Holdings Inc. ("Premier" or the "Company") (PDH.V) 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$600,000 (the "Loans"). The Loans mature on September 4, 2020, November 7, 2020 and December 12, 2020 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 the loans previously made to the Company by MPIC in April 2019 and July 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.
Use of Proceeds
Premier intends to use a portion of the Loans to lend funds to MyCare MedTech Inc., as set out below. The remainder will be used for general working capital and may be used to fund the acquisition of an interest in a public or private entity. The Issuer may, in its discretion, determine to use the proceeds for other business purposes as identified by the board of directors and management.
Loan Agreement with MyCare MedTech Inc.
Premier entered into a loan agreement with MyCare MedTech Inc. ("MMI") which was amended on December 12, 2019 for a secured loan in the principal amount of up to CAD$400,000 (the "MMI Loan"). The MMI Loan matures 12 months from the date any advance is made under the loan by PDH to MMI 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.
As Premier is a control person of MMI, the MMI Loan constitutes a "related party transaction" within the meaning of MI 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
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 that the net proceeds of the Loan will be used as stated in this news release. Factors that could cause actual results to be materially different include but are not limited to the following: 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. Growth depends on several factors including market conditions. 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