Premier Diversified Holdings Inc. Announces Loan Modification and Update on ZED Therapeutics, The Canadian Business Journal

Not for distribution in the United States.

VANCOUVER, British Columbia, September 9, 2022 (GLOBE NEWSWIRE) —Premier Diversified Holdings Inc.premier” or “Company) (TSXV: PDH) has announced that it has entered into certain agreements, including updated information regarding its partially owned subsidiary, ZED Therapeutics Inc., as set forth below.

loan agreement

The Premier entered into a loan agreement (“loan agreement”) dated September 7, 2022, MPIC Fund I, LP (“MPIC“) Secured loans up to USD 100,000 (“loan”). The loan will mature on September 7, 2023 and will bear an interest rate of 6% per annum. The loan is collateralized by all of the Company’s current and post-acquisition assets and ranks with equal priority to all previous loans made to the Company by MPIC. The loan will be used for working capital (including Premier’s partially owned subsidiaries Purpose Three Platform Inc. and MyCare MedTech Inc.) to acquire an additional stake in MyCare MedTech Inc., a telemedicine company may be used for

We do not issue securities and do not pay loan bonuses, fees or finder fees. Loans can be repaid at any time without penalty. By design, Platform Inc. and MyCare MedTech Inc. are profitable and we expect to receive reimbursement of funds from these entities in the near term and have reduced a portion of the funds owed to MPIC. You can partially repay. Loan agreements are subject to review and approval by the TSX Venture Exchange.

Amendment of Loan Agreement with MPIC Fund I, LP

Premier was formerly MPIC Fund I, LP (“MPIC”). The parties have agreed to extend the loan maturity date from He July 15, 2022 to He July 14, 2023. The date of his second amended contract is July 15, 2022.

Premier previously entered into certain financing agreements dated July 28, 2020, amended on July 28, 2021, for financing from MPIC. The parties have agreed to extend the loan maturity date from He July 28, 2022 to He July 28, 2023. The date of the second amended agreement is July 28, 2022.

Premier previously submitted specific financing agreements for financing from MPIC, dated August 25, 2021. The parties have agreed to extend the loan maturity date from He August 25, 2022 to He August 25, 2023. The date of the amended agreement is August 16, 2022.

Premier previously entered into certain loan agreements dated September 1, 2020, amended on September 1, 2021, for loans from MPIC. The parties have agreed to extend the loan maturity date from He September 1, 2022 to He September 1, 2023. The date of the second amended agreement is August 29, 2022.

Disclosure of Related Party Transactions

As MPIC is the controller of Premier, the Loan Agreement and the Loan Agreement as amended above each constitute a “related party transaction” within the meaning of Multilateral Agreement 61-101. Protection of Minority Shareholders in Special Transactions (“MI61-101”). These agreements have been determined to be exempt from the requirement for formal evaluation or minority shareholder approval pursuant to Sections 5.5(b) and 5.7(1)(f) of MI 61-101.

Premier does not list or quote securities on any of the specific markets listed in Section 5.5(b) of MI 61-101. Premier relies on an exemption from his 5.7(1)(f) minority shareholder approval of MI 61-101. This is because Premier obtained the loan from his MPIC on reasonable commercial terms that were less favorable to Premier than if the loan had been obtained. From someone who trades with Premier at a distance. In addition, the Loan may not be directly or indirectly convertible into equity or voting securities of a subsidiary of Premier or the Issuer and directly or indirectly participates in equity or voting securities nor repay principal or interest. Subsidiary of Premier or Issuer.

Modification of Loan Agreement with MyCare MedTech Inc.

Premier previously entered into certain Sixth Amended and Restated Secured Loan Agreements for loans from Premier to MyCare MedTech Inc. on September 30, 2021.my care”). The parties have agreed to extend the loan maturity date from He September 30, 2022 to He September 29, 2023.

Premier previously entered into certain Secured Loan Agreements with MyCare effective September 28, 2021 for loans from Premier to MyCare. The parties have agreed to increase the principal amount of the loan and extend the maturity date of the loan from He September 30, 2022 to He September 29, 2023. The date of the Amended Loan Agreement is July 11, 2022.

Disclosure of Related Party Transactions

Premier is the controller of MyCare and the modification of the MyCare Loan constitutes a “related party transaction” within the meaning of Multilateral Agreement 61-101. It has been determined that these amendments will be exempt from the requirement for formal valuation or minority shareholder approval on the grounds that they are “downstream” transactions.

Zed Therapeutics Inc.

In July 2022, ZED Therapeutics Inc. (“Zedd”) has informed us of its decision to voluntarily dissolve ZED and its subsidiaries. Some of his ZED assets in Oregon have been sold for a net profit of approximately US$885,000. Premier owns 5,144,000 shares of ZED common stock. ZED management said it expects that once certain payments, such as closing costs and employee severance payments, are made, there will be no more funds available for distribution to ZED shareholders. Premier is currently in the process of obtaining further information from ZED regarding the asset sale.

About Premier Diversified Holdings

Premier Diversified Holdings Inc. participates in diverse industries through the acquisition of securities and/or assets of public and private companies that it believes have significant earnings potential. It acts as a holding company (either directly or through its subsidiaries) and may participate to varying degrees in the management of its subsidiaries.

On behalf of the Board of Directors

“Sanjeev Pursad”

Sanjeev Parsad
Representative Director and President

Neither TSX Venture Exchange nor its regulated service providers (as those terms are defined in the TSX Venture Exchange Policy) are responsible 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, nor shall we sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offerings made will be subject to any available prospectus exemptions and will be limited to persons who may sell securities in accordance with the laws of such jurisdiction and who are permitted to sell securities in accordance with the laws of such jurisdiction.

More information about the company can be found on SEDAR at www.sedar.com.

Not for distribution in the United States.

Legal Notice Regarding Forward-Looking Statements: This news release contains “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements represent expectations or intentions. The forward-looking statements in this news release include statements regarding the terms of the loan, including its maturity date; PDH’s repayment of the loan from MPIC as disclosed in the news release; It is used as is. News release and statement regarding dissolution of ZED and disbursement of funds by ZED. Factors that could cause actual results to differ materially include, but are not limited to: the amount of income PDH earns indirectly through its operating subsidiaries to repay loans to MPIC; its operating subsidiaries may not generate income, or the terms of various loans may be modified, and PDH’s management or board of directors may decide to divert its earnings or other funds to other sources. We may use it for our purposes, so if the capital raised is insufficient to achieve our intentions, we will retain such earnings and the capital alone will be sufficient to grow our business. the financial condition of the issuer may not improve, remain the same or further decline; the timing of receipt of expected earnings or returns may be delayed; Premium that general and administrative expenses, including ongoing costs, will increase and that complications or unanticipated disability from COVID-19 or other factors may adversely affect us. Investors are cautioned not to place undue reliance on forward-looking statements. It is not our policy to update any forward-looking statements.

CBJ Newsmaker