CALGARY, Alberta, Sept. 18, 2024 (GLOBE NEWSWIRE) -- MPIC Fund I LP ("MPIC") announces that it has filed an early warning report (the "Early Warning Report") under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the closing of the previously announced reverse takeover (the "Transaction" or the "RTO") whereby MPIC acquired shares of Premier Diversified Holdings Inc. (the "Company" or "PDH").
In connection with the RTO (i) AJA Health and Wellness Ltd. ("AJA") amalgamated with a wholly-owned subsidiary of the Company, 2564858 Alberta Inc., pursuant to the terms of an amalgamation agreement dated June 3, 2024, resulting in an amalgamated Alberta corporation, which is a wholly-owned subsidiary of the Company; (ii) Assured Diagnosis Inc. ("ADI") amalgamated with a wholly-owned subsidiary of the Company, 2564891 Alberta Inc., pursuant to the terms of an amalgamation agreement dated June 3, 2024, resulting in an amalgamated Alberta corporation, which is a wholly-owned subsidiary of the Company; and (iii) the Company purchased 1,500,000 shares in the capital of AJA Therapeutics Inc. ("ATI") from James Viccars, Elizabeth Bryant Viccars and Deluxe Holdings Inc., pursuant to a share purchase agreement dated June 3, 2024, resulting in ATI being a subsidiary owned by the Company and one of the Company's subsidiaries. After giving effect to the Transaction, common shares in the capital of the Company ("Common Shares") were issued to shareholders of ATI, AJA, and ADI.
Concurrent with the closing of the RTO, the Company converted certain debts owing to MPIC, in the aggregate amount of CAD$5,927,164, into 29,635,820 Common Shares at a conversion price of $0.20 per share.
Prior to the Transaction, MPIC had subscribed for 10,200,003 shares in AJA at a subscription price of $0.20 per share. On closing of the Transaction, the AJA shares were converted into Common Shares on a 1:1 basis.
In connection with the Transaction, MPIC subscribed for 10,333,334 shares in AJA at a subscription price of $0.20 per share. On closing of the Transaction, the AJA shares were converted into Common Shares on a 1:1 basis.
Prior to the completion of the Transaction, MPIC held 1,470,785 Common Shares, being 31.2% of the issued and outstanding Common Shares. On closing of the Transaction, MPIC holds 51,639,942 Common Shares, being approximately 60% of the Common Shares on a non-diluted basis.
MPIC does not currently have any plan to acquire or dispose of additional securities of the Company. However, MPIC may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulations, and/or other relevant factors.
A copy of the Early Warning Report filed by MPIC will be available under the Company's profile on SEDAR+ at www.sedarplus.ca.
The TSX have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by the management of Premier Diversified Holdings Inc.
CONTACT INFORMATION:
MPIC FUND I LP by its General Partner Corner Market Capital U.S. Inc.
PO Box 2190
Blaine, WA 98231
Telephone: 1-604-612-3965
