Premier Diversified Holdings Inc. Announces Share Purchase Transaction for Loan By Investing.com

Not For dissemination In THE United States of America

VANCOUVER, British Columbia, Aug. 09, 2024 (GLOBE NEWSWIRE) — Premier Diversified Holdings Inc. (“PDH” or the “Company”) (TSXV: PDH) is pleased to announce that it has entered into a debt settlement agreement to settle outstanding debt totaling C$5,927,164 (the “Debt Settlement Agreement”).Debt“) due to a creditor of the Company (the “Creditor“), by issuing 29,635,820 ordinary shares (the “Conversion actions“) of the Issuer resulting from the previously announced reverse takeover of the Company by AJA Health and Wellness Inc., Assured Diagnosis Inc. and AJA Therapeutics Inc. (the “RTO transaction“) at a deemed price of $0.20 per conversion share (the “Actions for debt transactionThe Board of Directors of the Company has determined that it is in the best interests of the Company to settle the Debt through the issuance of the Conversion Shares in order to preserve the Company’s cash for ongoing operations.

The Share-for-Debt Exchange Transaction will occur concurrently with and is conditional upon the closing of the RTO Transaction and is subject to other customary closing conditions, including the approval of the TSX Venture Exchange (“TSX Venture Exchange”).TSX Venture Exchange“).

Given that certain directors of the Company exercise direction or control over the creditor, the share-for-debt exchange transaction is considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and minority shareholder approval is required.

Update on the Company’s Annual and Special Meeting of Shareholders

Pursuant to and in connection with the RTO Transaction, the Company will hold an annual and extraordinary general meeting of shareholders of the Company (the “Meeting“). The Meeting was originally scheduled for August 12, 2024, as set out in the amended notice of meeting filed on May 29, 2024, but was subsequently amended to provide the Company with additional time to obtain conditional approval of the RTO Transaction from the TSXV. The Meeting is now scheduled to be held on September 13, 2024.

The management information circular (the “Information circular“), which will constitute the key information document for the purposes of the meeting, will be provided to the securityholders of the Company in accordance with applicable corporate and securities law requirements.

Complete details regarding the RTO Transaction will be disclosed by the Company 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

“Sanjeev Parsad”

Sanjeev Parsad
President, CEO and Director
1 (604) 678-9274

Neither one nor the other Toronto Stock Exchange Adventure Exchange neither It is Regulations Services Supplier (as that term East defined In THE policies of THE Toronto Stock Exchange Adventure Exchange) accepted responsibility For THE adequacy Or precision of This release.

The closing of the Share Repurchase Transaction and the Share-for-Debt Exchange Transaction is subject to a number of conditions, including, but not limited to, acceptance by the TSXV and, if applicable, disinterested shareholder approval. If applicable, the closing of the Transaction cannot occur until the required shareholder approval has been obtained. There can be no assurance that the Share Repurchase Transaction and the Share-for-Debt Exchange Transaction will be completed as anticipated or at all.

Investors are cautioned that, unless otherwise stated in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received regarding the transaction may not be accurate or complete and should not be relied upon. Trading in the Company’s securities should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to assumptions, risks and uncertainties. Statements in this press release that are not purely historical are forward-looking statements, including, without limitation, statements regarding the expected results of the RTO transaction or the equity-for-debt transaction, the completion of the contemplated transactions and the anticipated timing thereof. Although the Company believes that the forward-looking statements contained in this press release are reasonable, there can be no assurance that 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 guaranteed, 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 make their own assessment of these risks and uncertainties and not to place undue reliance on forward-looking statements.

The forward-looking statements and information contained in this press release are made as of the date of this press release and no obligation is undertaken to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws or the TSXV. The forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement.

Source: Premier Diversified Holdings Inc.