Premier Diversified Holdings Inc. Enters Into Loan Agreement and Provides

VANCOUVER, British Columbia, Feb. 23, 2021 (GLOBE NEWSWIRE) — 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 principal amount of up to USD$95,000 (the “Loan“). The Loan matures on February 10, 2022 and bears interest at a rate of 6% per annum. 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. The Loan will be used for working capital and to acquire an additional interest in MyCare MedTech Inc., a telemedicine company.

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 February 13, 2020 with a principal amount of US$200,000. This loan matured on February 13, 2021. MPIC and Premier agreed to extend the maturity date to September 30, 2021.

MyCare MedTech Inc. cancels agreement with Bright.md

PDH is announces that MMI has ended agreement with Bright.md for the GOeVisit online telehealth service. The GOeVisit platform will instead use Toronto-based InputHealth for its telehealth service, which is a bilingual platform.

Amended Loan Agreement with MyCare MedTech Inc.

Premier entered into a loan agreement with MyCare MedTech Inc. (“MMI“) on September 4, 2019, which was subsequently amended in December 2019, January 2020, February 2020 and June 2020. As noted in Premier’s news release dated November 23, 2020, the principal amount loaned by Premier to MMI was to up to $610,000 (the “MMI Loan“), which has staggered maturity dates for different portions of the principal amount. For administrative ease, MMI and Premier agreed to amend the maturity date so that the entire principal amount of the MMI Loan matures on September 20, 2021. Further, the parties also agreed to add a conversion privilege to the MMI Loan. Premier may convert all or part of the principal and outstanding interest of the MMI Loan into Common shares of MMI at a conversion price of $0.15.

The MMI Loan 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. The MMI Loan is repayable by MMI at any time without penalty. The MMI Loan is subject to review and acceptance by the TSX Venture Exchange.

PDH increases investment in MyCare MedTech Inc.