Premier Diversified Holdings Inc. Announces Equity for Debt Transaction

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VANCOUVER, British Columbia, Aug. 9, 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 its outstanding debt in the total amount of CAD 5,927,164 (hereinafter “Debt“) due to the creditor of the Company (hereinafter “Creditor“), issuing 29,635,820 ordinary shares (the “Conversion actions“) the issuer as a result of the previously announced reverse takeover of the Company by AJA Health and Wellness Inc., Assured Diagnosis Inc. and AJA Therapeutics Inc. (hereinafter “RTO Transaction“) at an implied price of $0.20 per conversion share (“Shares for debt transaction“). The 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 Conversion Shares in order to preserve the Company’s cash resources for ongoing operations.

The equity-for-debt transaction will occur concurrently with, and is conditional upon, the closing of the RTO and other customary closing conditions, including approval by the TSX Venture Exchange (the “TSXV“).

Because certain of the Company’s directors exercise management or control over the Creditor, the Share for Debt Transaction is considered a “related party transaction” under Multilateral Instrument 61-101- Protection of minority security holders in special transactions and the consent of minority shareholders is required.

Update on the Annual and Extraordinary General Meeting of Shareholders of the Company

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

Information circular of the management board (so-called “Information Circular“), which will constitute a key information document for the purposes of the Meeting, will be made available to holders of the Company’s securities in accordance with the requirements of applicable corporate and securities law.

Full details of the RTO transaction will be disclosed by the Company in an Information Circular to be prepared and filed with the TSXV and then published on SEDAR+ at www.sedarplus.com in accordance with applicable corporate and securities law.

On behalf of the Management Board

“Sanjeev” “Parsada”

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

No TSX Project Stock market or his Regulation Services Supplier (How This deadline Is Defined IN this rules With this TSX Project Stock market) I accept responsibility Down this adequacy Or accuracy With This release.

The completion of the RTO Transaction and the Shares for Debt Transaction are subject to a number of conditions, including, but not limited to, the approval of the TSXV and, where applicable, the non-partisan approval of shareholders. Where applicable, the transaction cannot close until such required shareholder approval is obtained. There can be no assurance that the RTO Transaction and the Shares for Debt Transaction will be completed as proposed or at all.

Investors are cautioned that, except for information disclosed in a management circular or filing statement to be prepared in connection with the transaction, any information published or received in connection with the transaction may be inaccurate or incomplete and should not be relied upon. Trading in the Company’s securities should be considered highly speculative.

The TSXV has not made any assessment of the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Forecast 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, any statements regarding the expected results of the RTO transaction or the Shares for Debt transaction; the completion of the proposed transactions and the expected timing of their completion. Although the Company believes that any 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 that cannot 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 cautioned to rely on their own evaluation of such risks and uncertainties and not to place undue reliance on forward-looking statements.

Forward–The statements and information contained in this press release are made as of the date of this release and no obligation is undertaken to publicly update or revise any future information.–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. Forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement.