Premier Diversified Holdings Inc. Announces Cease Trade Order and Provides Update on the Proposed Acquisition of AJA Health and Wellness Ltd., Assured Diagnosis Inc., and AJA Therapeutics Inc.
Not for dissemination in the United States of America
VANCOUVER, British Columbia, Feb. 05, 2024 (GLOBE NEWSWIRE) — Premier Diversified Holdings Inc. (“PDH” or the “Company”) (TSXV:PDH) announces that further to the press release dated January 18, 2024, whereby the Company announced the filing of an application seeking a management cease trade order (“MCTO”) from the British Columbia Securities Commission (“BCSC”) due to its inability to file its annual financial statements for the year ending September 30, 2023 including the related management’s discussion and analysis and certifications from the CEO and CFO (the “Annual Filings”), the BCSC will issue a cease trade order against PDH (the “CTO”).
The delay in filing the Annual Filings is related to the acquisition, previously announced on September 20, 2023, by way of reverse takeover, of AJA Health and Wellness Inc. (the “Target”) and Assured Diagnosis Inc. by the Issuer (the “RTO Transaction”) and the special procedure audit required as part of the financial disclosure. Trading of the shares of the Issuer is currently halted as a result of the RTO transaction. Upon receiving the CTO the Company’s trading status will change from a halt to a suspension in trading.
The Company is diligently working towards finalizing its Annual Filings with its auditors, Davidson & Company LLP. It anticipates being in a position to file the same on or before March 1, 2024. The CTO will be lifted by the BCSC once the Annual Filings have been made.
Update on RTO Transaction
The Corporation continues to pursue the acquisitions of AJA Health and Wellness Ltd. (“AJA Health“), AJA Therapeutics Inc. (“ATI“), and Assured Diagnosis Inc. (“ADI“, and together with PDH, AJA Health, and ATI, the “Parties“). PDH intends to acquire the issued and outstanding shares of AJA Health (the “AJA Health Acquisition”), and the issued and outstanding shares of ADI (the “ADI Acquisition”) by way of a three-cornered amalgamation or other similar form of transaction, and to acquire all of the shares held by James Viccars, Elizabeth Bryant Viccars and Deluxe Holdings Inc. in the capital of ATI in exchange for shares of PDH (the “ATI Share Purchase” and together with the AJA Health Acquisition and the ADI Acquisition, the “Acquisition“). The Acquisition, subject to certain conditions and applicable shareholder and regulatory approvals, will result in a reverse takeover of PDH. There can be no assurance that the Acquisition will be completed as proposed or at all.
AJA Health and ADI are diligently working on having audits completed on their financial statements. Following receipt of the audited financial statements, PDH intends to make an application to the TSX Venture Exchange for conditional approval of the Acquisition.
Contingent upon the RTO Transaction being completed, the Corporation intends to change its name to “AJA Health and Wellness Inc.”, or such other name as may be determined by the board of directors of the Corporation.
AJA Health and Wellness Ltd.
AJA Health is a privately owned Alberta-based Canadian telemedicine company that has developed GOeVisit, an innovative platform which provides virtual consultations 24/7 from coast to coast. GOeVisit is a fully integrated, secure and virtual based health platform to enable and support online, real‐time appointments via face-to-face technology or smart phone with a health practitioner at a fraction of the time of a traditional appointment. AJA Health’s medical team uses proven virtual practice guidelines to diagnose, treat and prescribe for over 450 episodic medical conditions via computer, tablet or smartphone. Aja Health also operates full-service travel clinics in Vancouver and Surrey, BC.
At the special meeting of shareholders of AJA Health, held on December 8, 2023, a special majority of shareholders of AJA Health approved a form of amalgamation agreement among PDH, AJA Health, and a newly formed Alberta Corporation (“Newco 1“), pursuant to which it is proposed that Newco 1 and AJA Health amalgamate to continue as a new corporation, which will be a wholly owned subsidiary of PDH under the name “AJA Health and Wellness Ltd.”.
On September 26, 2023, AJA Health completed the first tranche of its previously announced private placement financing of Class A Common Shares (the “Shares”) of AJA Health at a price of USD$0.15 per Share for gross proceeds of USD$160,000.05.
On December 6, 2023, AJA Health completed the second tranche of its private placement financing of the Shares at a price of USD$0.15 per Share for gross proceeds of USD$250,000.05.
AJA Health anticipates closing additional tranches of its private placement financing to raise an aggregate of CAD$2,500,000. There can be no assurances that AJA Health will elect to close additional tranches.
When a definitive agreement between PDH, AJA Health, and Newco 1 is executed, PDH will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Acquisition.
Assured Diagnoses Inc.
ADI is a privately owned Alberta-based company providing Canadians with unprecedented access to North American healthcare facilities under its trademark, “MyCare”. MyCare products are primarily added as health insurance options to companies and associations in Canada as an addition to their employee benefit packages.
MyCare Health Benefit Option (HBO) and MyCare Advantage Insurance assist members in obtaining a diagnosis of serious illness and arrange diagnostic scans and necessary specialist assessments. This provides more service than the traditional second opinion products attached to many group benefit programs. Medical expertise is delivered remotely via an electronic medical opinion consultation. Members have the option to upgrade to MyCare Advantage Insurance at group rates for medical treatment.
New products were added in August 2023 to assist Canadians forced to wait months and sometimes years for surgeries in the public system: MyCare Diagnostic Plus and MyCare Surgical Wait List Insurance for employee groups and individuals focuses on non-serious surgeries subject to long wait times in the public system. MyCare Diagnostic Plus offers members early access to private MRI and CT scans, diagnostic assistance and information on costs and surgical solutions outside the public system. MyCare Surgical Wait List Insurance utilizes independent surgical facilities to provide surgical solutions, up to $500,000 CAD, for Canadians on a wait list longer than 90 days.
At the special meeting of ADI shareholders, held on December 8, 2023, a special majority of ADI shareholders approved a form of amalgamation agreement among PDH, ADI, and a newly formed Alberta Corporation (“Newco 2“), pursuant to which it is proposed that Newco 1 and AJA Health amalgamate to continue as a new corporation, which will be a wholly owned subsidiary of PDH under the name “Assured Diagnosis Inc.”
When a definitive agreement between PDH, ADI, and Newco 2 is executed, PDH will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Acquisition.
AJA Therapeutics Inc.
ATI was incorporated in the state of Delaware, United States under the name MyCare MedTech USA, Inc. The name was subsequently changed to Aja Therapeutics Inc. ATI has established virtual specialty clinics for special conditions, offering natural, non-prescription solutions and products with the potential to replace opioid drugs for chronic pain. ATI provides telehealth consultations, and a line of products featuring hempflavin; a formulation of over 20 unique flavonoids extracted from the hemp plant including cannflavin, Quercetin/Quercetin-3, Isocannflavin B, Luteolin-7-0, Apigenin and others.
Hempflavin has been proven to assist with a wide range of pain levels, from mild-severe and acute to chronic pain and has been scientifically and clinically proven to be 30 times more effective than NSAIDs, such as Aspirin, with no side effects or long-term damage. Hempflavin contains zero THC and zero cannabinoids.
PDH Annual and Special Meeting of Shareholders
Pursuant to and in connection with the RTO Transaction, the Corporation will be holding an annual general and special meeting of shareholders of the Corporation (the ”Meeting”). As it relates to AJA Health, the Amalgamation is a Related Party Transaction (as such term is defined in Section 1.1 of MI 61-101 – Protection of Minority Security Holders in Special Transactions). The management information circular (the “Information Circular”), which will constitute the key disclosure document for the purpose of the Meeting, will be provided to PDH’s security holders in compliance with applicable corporate and securities law requirements. PDH intends to obtain a formal valuation (as such term is defined in Section 1.1 of MI 61-101 – Protection of Minority Security Holders in Special Transactions).
At the Meeting, the security holders of the Corporation will be asked to approve, among other things, the following matters: (i) name change, (ii) fixing of the number of director positions, (iii) appointment of directors, and (iv) continuance of the Corporation into Alberta –the results of these matters will be contingent and conditional upon completion of the RTO Transaction.
Full details regarding the RTO Transaction will be disclosed by the Corporation in the Information Circular to be prepared and filed with the TSXV and will be posted on SEDAR+ at www.sedarplus.com in accordance with applicable corporate and securities laws.
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.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Forward Looking Statements
This news release includes forward looking statements that are subject to assumptions, risks and uncertainties. Statements in this news release which are not purely historical are forward looking statements, including without limitation any statements concerning the expected results of the Acquisition; completion of the transactions contemplated by the LOI and the anticipated timing thereof; completion of the Financing and the anticipated timing thereof and the expected use of proceeds from the Financing. Although the Company believes that any forward looking statements in this news release are reasonable, there can be no assurance that any such forward looking statements will prove to be accurate. The Company cautions readers that all forward looking statements, are based on assumptions none of which can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward looking statements.
The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
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