Premier Diversified Holdings Inc. Announces Loan Agreement, Amendment to Existing Loan and Letter of Intent
June 2, 2020
Source: Globe Newswire
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