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Premier Diversified Holdings Inc. Announces Entry into Definitive Agreements in Connection with a Reverse Takeover Transaction

Premier Diversified Holdings Inc.
Premier Diversified Holdings Inc.

Not for dissemination in the United States of America

VANCOUVER, British Columbia, June 07, 2024 (GLOBE NEWSWIRE) -- Premier Diversified Holdings Inc. ("PDH" or the "Company") (TSXV:PDH) is pleased to announce that, further to its press release dated September 20, 2023, whereby the Company announced entering into a non-binding letter of intent related to the acquisition, by way of reverse takeover, of AJA Health and Wellness Inc. ( "AJA Health") and Assured Diagnosis Inc. ("ADI") by the Company (the "RTO Transaction"), the Company has now entered into definitive agreements with respect to the RTO Transaction.

The AJA Health Amalgamation Agreement

On June 3, 2024, PDH, 2564858 Alberta Inc. ("Subco 1"), a wholly owned subsidiary of PDH, and AJA Health entered into an amalgamation agreement (the "AJA Health Agreement") for the purpose of completing a three-cornered amalgamation under the Business Corporations Act (Alberta) (the "AJA Health Amalgamation"), pursuant to which PDH will acquire all of the issued and outstanding shares of AJA Health, in exchange for the issuance of up to 36,697,133 shares of the resulting issuer that will exist upon completion of the RTO Transaction (the "Resulting Issuer") to the shareholders of AJA Health. Upon completion of the AJA Health Amalgamation, the company formed pursuant to the AJA Health Amalgamation ("Amalco 1") will be a wholly-owned subsidiary of the Resulting Issuer which will be engaged in the existing business of AJA Health.

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A draft form of the AJA Health Agreement was approved at a special meeting of shareholders of AJA Health, held on December 8, 2023.

Completion of the AJA Health Amalgamation is subject to a number of conditions, including the requisite shareholder approval of PDH, the TSX Venture Exchange (the "TSXV") granting approval of the RTO Transaction, and completion of the Private Placement (as defined below).

The ADI Amalgamation Agreement

On June 3, 2024, PDH, 2564891 Alberta Inc. ("Subco 2") and ADI entered into an amalgamation agreement (the "ADI Agreement") for the purpose of completing a three-cornered amalgamation under the Business Corporations Act (Alberta) (the "ADI Amalgamation"), pursuant to which PDH will acquire all of the issued and outstanding shares of ADI, in exchange for the issuance of up to 10,600,000 shares of the Resulting Issuer to shareholders of ADI. Upon completion of the ADI Amalgamation, the company formed pursuant to the ADI Amalgamation ("Amalco 2") will be a wholly-owned subsidiary of the Resulting Issuer which will be engaged in the existing business of ADI.

A draft form of the ADI Agreement was approved at a special meeting of ADI shareholders held on December 8, 2023.

Completion of the ADI Amalgamation is subject to a number of conditions, including the requisite shareholder approval of PDH, and the TSXV granting approval of the RTO Transaction.

The AJA Therapeutics Inc. Share Purchase Agreement

On June 3, 2024, PDH, AJA Therapeutics Inc. ("ATI"), James Viccars, Elizabeth Bryant Viccars and Deluxe Holdings Inc. entered into a share purchase agreement (the "ATI Agreement"), pursuant to which PDH will acquire all of the shares held by James Viccars, Elizabeth Bryant Viccars and Deluxe Holdings Inc. in the capital of ATI in exchange for the issuance of 1,500,000 shares of the Resulting Issuer (the "ATI Share Purchase"). Upon completion of the ATI Share Purchase, ATI will be a subsidiary of the Resulting Issuer and AJA Health.

Completion of the ATI Share Purchase is subject to a number of conditions, including the requisite shareholder approval of PDH, ATI and Deluxe Holdings Inc., and the TSXV granting approval of the RTO Transaction.

The RTO Transaction

In connection with the RTO Transaction, the Company is expected to change its name to "AJA Health and Wellness Inc." (the "Name Change") and continue from the Province of British Columbia to the Province of Alberta (the "Continuance").

In connection with the RTO Transaction, AJA Health is expected to complete a private placement of up to 12,500,000 shares of AJA Health at a price of $0.20 per share for gross proceeds of up to $2,500,000 (the "Private Placement"). The Private Placement is anticipated to be non-brokered and details regarding finder's fees and commissions will be announced by the Company when available. The proceeds of the Private Placement will be used to implement new marketing strategies, launch new products, and fund operations of the Resulting Issuer.

The Company intends to apply for a waiver of the sponsorship requirements for the RTO Transaction under the policies of the TSXV.

The RTO Transaction includes a Related Party Transaction, involves Non-Arm's Length Parties, and is subject to shareholder approval under the policies of the TSXV. The Company holds approximately 32% of the issued and outstanding shares in AJA Health and, as a result, AJA Health is a "related party" for the purposes of Exchange Policy 5.9, which incorporates the requirements of MI 61-101 - Protection of Minority Security Holders in Special Transactions. Sanjeev Parsad is a significant shareholder, director and the Chief Executive Officer of the Company and beneficially owns or exercises control or direction over, directly or indirectly, approximately 31.22% of the issued and outstanding shares of the Company (on an undiluted basis). Mr. Parsad is also a director of AJA Health and ATI and, as a result, AJA Health and ATI are considered Non-Arm's Length Parties under the policies of the TSXV.

The Resulting Issuer intends to list on the TSXV as a Tier 2 Life Sciences Issuer and will carry on the business of PDH. If the RTO Transaction is completed, it is expected that (i) the Board of Directors of the Resulting Issuer will be comprised of G. Andrew Cooke, Alnesh Mohan, Sanjeev Parsad, Dr. Simon Sutcliffe, Eric Tsung, James Viccars, and Elizabeth Bryant Viccars, and (ii) the executive management of the Resulting Issuer will be comprise of Sanjeev Parsad (CEO), Alnesh Mohan (CFO), and Maria Nathanail (Corporate Secretary).

G. Andrew Cooke is a Chartered Accountant with over 25 years of accounting experience including extensive public and private company experience and a high level of financial literacy. Mr. Cooke is currently a director of Corner Market Capital U.S. Inc. a private equity firm based in Delaware. Mr. Cooke was formerly a Treasurer of Lumbermens Mutual Group (formerly Kemper Insurance) and an Independent Consultant to Fairfax Financial subsidiaries Cunningham Lindsey, Fairmont Specialty and TIG.

Alnesh Mohan is a Chartered Professional Accountant (CPA, CA) and has over 20 years of accounting, auditing, and tax experience providing advisory services to a wide array of clients. Acting on behalf of several public companies, Mr. Mohan has gained considerable experience in financial reporting, corporate governance and regulatory compliance. He is a founding partner of Quantum Advisory Partners LLP, a professional services firm providing outsourced CFO, financial advisory and accounting services.

Sanjeev Parsad has a working knowledge of Canadian securities regulations through his as a President, CEO and Director of Corner Market Capital Corp., a private equity firm, which he has been involved with since 2006. Corner Market Capital Corp. has conducted several private financings. Mr. Parsad has a high level of investment knowledge and is the founder and owner of "The Corner of Berkshire & Fairfax" investor online forum, with over 3,000 members. Mr. Parsad was profiled in a chapter of Andrew Kilpatrick’s book "Of Permanent Value", an anthology on Warren Buffett and Berkshire Hathaway; John Mihaljevic's "The Manual of Ideas", and Guy Spier’s "The Education of a Value Investor".

Dr. Simon Sutcliffe, M.D., FRCP, FRCP(C), FRCR, is a distinguished clinician and scientist with training encompassing internal medicine, scientific research, medical and radiation oncology in the UK, South Africa, US and Canada. Dr. Sutcliffe has held staff appointments at St. Bartholomew's Hospital, Princess Margaret Hospital/Ontario Cancer Institute and the BC Cancer Agency. Dr. Sutcliffe is past President and CEO of the BC Cancer Agency (2000-2009), and prior to that, he was President and CEO of Ontario Cancer Institute/Princess Margaret Hospital (1994-1996). His other professional activities include chair of the Board of the Institute for Health Systems Transformation and Sustainability; President of the International Cancer Control Congress Association, the International Network for Cancer Treatment and Research–Canada Branch (Two Worlds Cancer Collaboration); Senior Advisor to the Terry Fox Research Institute and is Chief Medical Officer for QuBiologics Inc. and Omnitura Inc.; past Chair of the Board of the Canadian Partnership Against Cancer (CPAC, 2009-2012), past Chair of the Michael Smith Foundation for Health Research (MSFHR, 2006-7); Adjunct Clinical Professor at the University of British Columbia and an Associate Scientist with the Michael Smith Genome Sciences Centre at the BC Cancer Agency. During Dr. Sutcliffe’s multitude of business dealings and executive appointments, he became financially literate and during his tenure with the Company he has developed an understanding of Canadian securities regulation.

Eric Tsung is a Chartered Professional Accountant (CPA, CGA), Association of Chartered Certified Accountants (FCCA) (UK), and holds a Masters in Business Administration (MBA). 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 senior manager of Quantum Advisory Partners LLP, a professional services firm that 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 acts as Chief Financial Officer of Fabled Copper Corp. (CSE: FABL).

James Viccars has been involved in the emerging market for private health care in Canada since 1998. Mr. Viccars has experience working with various private companies as a principal and executive, including life insurance companies and companies operating private health facilities. Mr. Viccars is the co-founder and CEO of ATI, the co-founder and President of AJA Health, and the co-founder and President of ADI.

Elizabeth Bryant Viccars has experience in strategic leadership, financial management, program/fund development and human resources. She holds a degree in Business Administration, an Excellence in Leadership designation from the Banff Center for Leadership and has received additional training in public relations, marketing, board development and media. Ms. Viccars is a co-founder of ATI, a co-founder and officer of AJA Health, and a co-founder and COO of ADI. Prior to working with the Privcos, Ms. Viccars worked with health charities, including the Canadian Breast Cancer Foundation, Canadian Cancer Society, and YWCA.

Maria Nathanail is a corporate lawyer focused on corporate finance, capital markets and securities regulation, and business and corporate commercial law. She represents public and private clients in domestic and international transactions, including: public offerings; mergers and acquisitions; reverse takeovers; debt and equity financings; private placements; corporate reorganizations and corporate structuring. Ms. Nathanail also handles compliance with corporate and securities regulatory requirements relating to stock exchange listings, corporate governance, continuous disclosure obligations and shareholders’ meetings. Ms. Nathanail received her Juris Doctor from the University of Saskatchewan in 2005 and was called to the Alberta Bar in 2006. She has been a partner with McLeod Law since August 2017. Prior to that, she was with regional and international firms from 2006 - August 2017. Ms. Nathanail has extensive experience sitting on the boards of directors of both public and private companies.

Completion of the RTO Transaction is subject to a number of conditions including, but not limited to: (i) closing conditions customary to transaction of the nature of the RTO Transaction; (ii) receipt of regulatory approvals; (iii) conditional approval of the TSXV; (iv) shareholders of PDH approving the RTO Transaction, the Name Change and the Continuance; (v) the completion of the Private Placement; (vi) revocation of the failure to file cease trade order and (vii) other actions necessary to complete the RTO Transaction. There can be no assurance that the RTO Transaction, the Private Placement, the Name Change, the Continuance, or the reconstitution of the Resulting Issuer’s Board of Directors will be completed as proposed or at all.

PDH Annual and Special Meeting of Shareholders

Pursuant to and in connection with the RTO Transaction, the Company will be holding an annual general and special meeting of shareholders of the Company (the "Meeting"). The Meeting was scheduled for May 7, 2024, as disclosed in the Notice of Meeting filed on March 7, 2024, but was subsequently amended to give the Company additional time to make an application to the TSXV for conditional approval of the RTO Transaction. It is anticipated that the meeting will be held on August 12, 2024.

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 Company will be asked to approve, among other things, the following matters: (i) the Name Change, (ii) fixing of the number of director positions, (iii) appointment of directors, (iv) the Continuance, and (v) the AJA Health Amalgamation, the ADI Amalgamation, and the ATI Share Purchase – 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 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.

About AJA Health

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.

A summary of selected financial information of AJA Health and ATI, which have consolidated financials, for the years ended December 31, 2022 and December 31, 2023 is set out below.

 

Year ended December 31, 2022

Year ended December 31, 2023

Total Revenues

$500,499

$587,754

Net Loss

$1,151,416

$781,599

Comprehensive Loss

$570,454

$461,415

Total Assets as at Period End

$2,955,655

$2,369,717

Total Long-Term Financial Liabilities as at Period End

Nil

Nil

Cash Dividends Declared

$500,499

$587,754


The above financial information is unaudited but AJA Health and ATI are currently in the process of obtaining reviewed annual financials for the year ended December 31, 2022 and audited financials for the year ended December 31, 2023.

About ADI

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.

In December 2023, ADI began marketing and selling genomic and microbiome testing offered by BioAro Inc., an Alberta-based company. Genome sequencing testing provides insights into a person’s overall health, including inherited and acquired health risks. Microbiome testing can help diagnose an imbalance a person’s microbiome.

A summary of selected financial information of ADI for the years ended December 31, 2022 and December 31, 2023 is set out below.

 

Year ended December 31, 2022

Year ended December 31, 2023

Total Revenues

$393,657

$318,382

Net Loss

$80,029

$101,674

Comprehensive Loss

$80,678

$122,777

Total Assets as at Period End

$104,791

$66,861

Total Long-Term Financial Liabilities as at Period End

Nil

Nil

Cash Dividends Declared

$393,657

$318,382


The above financial information is unaudited but ADI is currently in the process of obtaining reviewed annual financials for the year ended December 31, 2022 and audited financials for the year ended December 31, 2023.

About ATI

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 is a partially-owned subsidiary of AJA Health.

ATI has developed a line of natural health products featuring BioFlavin; a formulation of over 20 unique flavonoids that come from non-hemp material. BioFlavin 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. ATI’s skin care, pain relief and magnesium product lines were launched in Canada and the United States in June 2023.

Please see "About AJA Health" above for a summary of selected unaudited financial information of AJA Health and ATI, which have consolidated financials, for the years ended December 31, 2022 and December 31, 2023. AJA Health and ATI are currently in the process of obtaining reviewed annual financials for the year ended December 31, 2022 and audited financials for the year ended December 31, 2023.

Update on the Company's Cease Trade Orders

On February 2, 2024, the BC Securities Commission (“BCSC”) and the Ontario Securities Commission (“OSC”) issued a failure to file cease trade order (the "FFCTO"), suspending the Company's shares from trading as at February 5, 2024. The FFCTO resulted from the Company's late filing of the annual audited financial statements and the annual management's discussion and analysis certification of the annual filings (the "Annual Filings"). The Company filed an application seeking an order for a management cease trade order ("MCTO") from the BCSC. Because the Company's shares are currently halted as a result of the RTO Transaction, the BCSC rejected the MCTO application and instead issued the FFCTO. The delay in filing the Annual Filings was largely related to the RTO Transaction and the special procedure audit required as part of the financial disclosure.

On May 17, 2024, the Company filed the Annual Filings and the first quarter interim financial statements, interim management's discussion and analysis certification of the interim filings. On May 17, 2024, the Company submitted a dual application to the BCSC and the OSC for a revocation of the FFCTO. The FFCTO is still in place but the Company is confident that it will be revoked once the BCSC and the OSC have completed their review of the application. Following the revocation of the FFCTO, the Company's shares will continue to be halted as a result of the RTO Transaction until such time as the Transaction is approved by the TSXV.

On behalf of the Board of Directors

"Sanjeev Parsad"

Sanjeev Parsad
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, TSXV 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 Private Placement and the anticipated timing thereof and the expected use of proceeds from the Private Placement. 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 forwardlooking 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 forwardlooking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSXV. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

For further information, contact:
Sanjeev Parsad, President and CEO
Phone: (604) 678.9115
Fax: (604) 678.9279
E-mail: sparsad@pdh-inc.com
Web: www.pdh-inc.com