Premier Diversified Holdings Inc. Announces Share Reverse Split and Closes Loan Agreement | 2021-08-30 | Press Releases

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VANCOUVER, British Columbia, August 30, 2021 (GLOBE NEWSWIRE) –

Consolidation of shares

Premier Diversified Holdings Inc. (“First“or the”Society“) (TSXV: PDH) announces that it has received the approval of its shareholders and the TSX Venture Exchange concerning the consolidation of its ordinary shares issued on the basis of 50 old shares for one new share.

As of the opening of trading on September 1, 2021, the ordinary shares of the Company will be called to be traded on the Stock Exchange on a consolidated basis.

Neither the name of the company nor its trade symbol will change as part of the reverse stock split.

Loan agreement

Premier further announces that it has entered into a loan agreement with MPIC Fund I, LP (“MPIC“) for a secured loan with a principal amount of up to $ 100,000 (the”To lendThe loan matures on August 25, 2022 and bears interest at the rate of 6% per annum. The loan is secured by all current and acquired property of the Company and ranks equally in priority with all previously granted loans to the Company by MPIC The loan will be used for working capital and may be used to acquire an additional interest in MyCare MedTech Inc., a telehealth company.

The Company does not issue any securities, nor does it pay any premium, commission or intermediation commission on the Loan. The Loan is repayable at any time without penalty. The Company plans to partially repay the funding after receiving funds from a portion of its investment in Arcola, which is expected to distribute funds to investors in September 2021. The fund was originally scheduled to be distributed in August 2021, but payment by Arcola has been postponed due to delays with issuance of occupancy permits.

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 61-101The loan was found to be exempt from the requirements for obtaining a formal appraisal or minority shareholder approval based on sections 5.5 (b) and 5.7 (1) (f) of NI 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 because the loan was obtained by Premier from MPIC on reasonable commercial terms which are no less advantageous to Premier only if the loan had been obtained from a person dealing at arm’s length with Premier. In addition, the loan is not convertible, directly or indirectly, into shares or voting securities of Premier or any subsidiary of the issuer, or otherwise participating in nature, or repayable in principal or interest. , 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.

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 to varying degrees in the management of subsidiary entities.

On behalf of the board of directors

“Sanjeev Parsad”

Sanjeev Parsad

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 securities in jurisdictions in which such an offer, solicitation or sale would be illegal. Any offer made will be 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.

Further information relating to the Company is available on SEDAR at www.sedar.com.

Do not broadcast in the United States of America.

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 terms of the loan, including the maturity date), that PDH will repay the MPIC loan as set out in the press release, that the net proceeds of the loan will be used as stated in this press release, that the funds will be distributed by Arcola in September 2021 and that the reverse stock split will be effective September 1, 2021. Factors that could cause actual results to differ materially include, but are not limited to , the following: that any income that PDH realizes indirectly through its operating subsidiaries or through the return of funds by Arcola will be insufficient to repay the loans to MPIC, that the terms and conditions of the various loans may be changed, that management or PDH’s board of directors may use its income or other funds for other purposes, which the capital raised will be insufficient to achieve our intentions and that capital on its own may not be sufficient to allow us to grow our business, that the issuer’s financial situation will not improve, stay the same or decline more, than the time of receipt of income or early returns may be delayed, that its ongoing expenses, including general and administrative expenses, will increase, and unforeseen complications or obstacles due to COVID -19 or other factors may negatively impact Premier. Investors are cautioned not to place undue reliance on forward-looking statements. Our policy is not to update any 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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