Premier Diversified Holdings Inc. Amends Loan Agreements, Announces New Director and Receives Funds From Arcola Real Estate
Not for dissemination in the United States of America.
VANCOUVER, British Columbia, Nov. 26, 2021 (GLOBE NEWSWIRE) —
Amended Loan Agreements with MPIC Fund I, LP (“MPIC”)
Premier Diversified Holdings Inc. (“Premier” or the “Company“) (TSXV: PDH) entered into certain loan agreements with MPIC on September 1, 2020, October 7, 2020, October 23, 2020 and November 20, 2020 with an aggregate principal amount of US$420,000. These loans were supposed to mature on, respectively, September 1, 2021, October 8, 2021, October 22, 2021 and November 20, 2021. MPIC and Premier agreed to extend the maturity dates to, respectively September 1, 2022, October 8, 2022, October 22, 2022 and November 22, 2022.
New Director Appointment and Stock Option Grant
Premier announces that, subject to TSXV approval, Eric Tsung has joined the board of Premier effective November 23, 2021. Mr. Tsung has over 15 years of experience in financial services and consulting. He has developed extensive experience in internal and external financial reporting, operations, mergers and acquisitions (M&A), public and private financing.
Currently, Mr. Tsung is a principal of a professional services firm and provides Chief Financial Officer, Controller and day-to-day accounting support services to private and public companies in Canada and the United States. He is now serving as Chief Financial Officer of Eco Oro Minerals Corp. (CSE: EOM) and several private companies which are seeking to be listed in Canada. Mr. Tsung was also the controller of a multinational public company listed on the OTC. He previously served as VP, Finance of Premier but has resigned his position to take on a director role.
Mr. Tsung is a Chartered Professional Accountant (CPA, CGA), Association of Chartered Certified Accountants (FCCA) (UK), and holds a Masters in Business Administration (MBA).
Subject to stock exchange approval, Premier will grant Mr. Tsung 8,000 options (“Options”) to purchase common shares of the Company at an exercise price of $0.47 per share pursuant to the Company’s stock option plan. The Options will have a term of five years from November 25, 2021 (the “Term”). One-third will vest on the date of grant; one-third will vest on the first anniversary of the date of grant; and one-third will vest on the second anniversary of the date of grant.
Premier has in place a rolling 10% stock option plan, as approved annually by shareholders at its annual general meeting. The total number of Listed Shares reserved for issuance under the plan is based on 10% of the outstanding shares at date of grant, which is currently 471,068. Premier currently has 130,000 outstanding options and last granted options in December 2020. With the proposed grant, a total of 333,068 options remain available for grant under the plan.
Update on Arcola Real Estate Development
Premier holds an interest in the Arcola Project, a townhouse development located in Burnaby, B.C. (a suburb outside of Vancouver, B.C.). Construction on the project has concluded and Arcola distributed $450,000 to Premier in two installments paid in September and October 2021. The funds distributed were subject to a 10% holdback, as per requirements of the City of Burnaby, which Arcola has advised will be distributed to project investors in February 2022.
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
President, CEO and Director
Neither 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 shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdictions in which such offer, solicitation or sale would be unlawful. Any offering made will be pursuant to available prospectus exemptions and restricted to persons to whom the securities may be sold in accordance with the laws of such jurisdictions, and by persons permitted to sell the securities in accordance with the laws of such jurisdictions.
Further information regarding the Company can be found on SEDAR at www.sedar.com.
Not for dissemination in the United States of America.
Legal Notice Regarding Forward-Looking Statements: This news release contains “forward-looking statements” within the meaning of applicable Canadian securities legislation. Forward-looking statements are indicated expectations or intentions. Forward-looking statements in this news release include statements regarding maturity dates and payment of funds by Arcola. Factors that could cause actual results to be materially different include but are not limited to the following: that any revenue which PDH makes indirectly via its operating subsidiaries or through 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 amended, that the management or board of PDH may use its revenue or other the funds for other purposes, that the capital raised will be insufficient capital to accomplish our intentions and capital alone may not be sufficient for us to grow our business, that the issuer’s financial position will not improve, will stay the same or will decline further, that the timing of receipt of anticipated revenues or returns may be delayed, that its ongoing expenses including general and administrative expenses will increase and that complications or unforeseen obstacles from COVID-19 or other factors may negatively impact Premier. Investors are cautioned against placing undue reliance on forward-looking statements. It is not our policy to update forward-looking statements.