Premier Diversified obtains up to $610K (U.S.) in loans
2020-11-23 20:53 ET - News Release
An anonymous director reports
PREMIER DIVERSIFIED HOLDINGS INC. UPDATE ON CERTAIN LOANS, MYCARE MEDTECH INC. AND CORPORATE UPDATE
Premier Diversified Holdings Inc. has entered into certain loan agreements with MPIC Fund I LP for secured loans in the aggregate principal amount of up to $610,000 (U.S.). The loans mature on July 15, 2021, Sept. 1, 2021, Oct. 7, 2021, Oct. 22, 2021, and Nov. 22, 2021, and bear interest at a rate of 6 per cent per annum. The loans are secured with all of the present and after-acquired property of the company and rank equally in priority with all of the loans previously made to the company by MPIC.
The company is not issuing any securities, or paying any bonus, commission or finders' fees on the loans. The loans are 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. 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 loans had been obtained from a person dealing at arm's length with Premier. Further, the loans are 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.
Amended loan agreements with MPIC Fund I.
Premier entered into a loan agreement with MPIC on April 25, 2019, with a principal amount of $200,000 (U.S.). The original maturity date of the loan was April 27, 2020. The maturity date was extended to July 27, 2021. All other terms of the loan remain the same.
Premier entered into a loan agreement with MPIC on July 10, 2019, with a principal amount of $200,000 (U.S.). This loan matured on July 10, 2020. MPIC and Premier agreed to extend the maturity date by 12 months to July 10, 2021.
Premier entered into a loan agreement with MPIC on Sept. 4, 2019, with a principal amount of $300,000 (U.S.). This loan matured on Sept. 4, 2020. MPIC and Premier agreed to extend the maturity date by 12 months to Sept. 6, 2021.
Premier entered into a loan agreement with MPIC on Nov. 7, 2019, with a principal amount of $300,000 (U.S.). This loan matured on Nov. 7, 2020. MPIC and Premier agreed to extend the maturity date by 12 months to Nov. 8, 2021.
MyCare MedTech Inc. renews agreement with Bright.md
Premier Diversified is very pleased to announce that MMI has renewed its partnership with Bright.md for the GOeVisit on-line telehealth service. Premier Diversified is excited to work with MMi's long-term initiatives in telemedicine.
Amended loan agreement with MyCare MedTech
Premier entered into a loan agreement with MyCare MedTech (MMI) on Sept. 4, 2019, which was subsequently amended in December, 2019, January, 2020, and February, 2020. This loan agreement was amended again in June, 2020. The amended agreement changed the previous secured loan made to MMI by increasing the principal amount which may be loaned by Premier to MMI from $500,000 to up to $610,000. The MMI loan has staggered maturity dates: Sept. 3, 2021, for up to the first $250,000 of the principal amount; Dec. 16, 2020, for the principal amount of $250,001 to $400,000; Jan. 29, 2021, for the principal amount of $401,000 to $450,000; Feb. 26, 2021, for the principal amount of $450,001 to $500,000 and June 17, 2021, for the remainder of the principal amount.
The MMI loan bears interest at a rate of 9 per cent 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.
Premier Diversified increases investment in MyCare MedTech
Premier entered into subscription agreements to acquire Class B Preferred shares of MMI in August, September, October and November, 2020. A total of 1,653,846 shares were acquired at 26 cents per share for an aggregate purchase price of $430,000.
Related party transaction disclosure
Premier is a control person of MMI, and the MMI loan and the MMI Investment constitute "related party transactions" within the meaning of Multilateral Instrument 61-101. The MMI loan and the MMI investment have been determined to be exempt from the requirements to obtain a formal valuation or minority shareholder approval on the basis of being a "downstream" transaction. Further, the MMI loan is exempt pursuant to 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 per cent of the company's market capitalization.
Arcola update
Premier holds an interest in the Arcola project, a townhouse development located outside of Vancouver, B.C. Construction continues to proceed at the projected pace and the estimated completion date for the project is the end of March, 2021.
Purposely Platform Inc. update
Premier holds a 51-per-cent interest in Purposely Platform Inc., which provides an on-line platform for employer-supported volunteering. Purposely is currently developing new internal CSR platforms for several user companies, which will be subscription-based and which Premier anticipates will commence generating revenues on Dec. 1, 2020.
Change to board of directors
Premier announces that Marta Davidson has resigned as a director effective Nov. 16, 2020. The board thanks Ms. Davidson for her services as director.
About Premier Diversified Holdings Inc.
Premier Diversified Holdings 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.