Mr. Sanjeev Parsad reports

PREMIER DIVERSIFIED HOLDINGS INC. ANNOUNCES LOAN AGREEMENT AND AMENDED LOANS

Premier Diversified Holdings Inc. has entered into certain loan agreements.

Loan agreements with MPIC Fund I

Premier entered into a loan agreement (April loan agreement) dated April 6, 2023, with MPIC Fund I LP for a secured loan in the principal amount of up to $100,000 (U.S.). The April loan matures on April 6, 2024, and bears interest at a rate of 6 per cent per annum. Premier also entered into a loan agreement (May loan agreement) dated May 9, 2023, with MPIC for a secured loan in the principal amount of up to $100,000 (U.S.). The May loan matures on May 9, 2024, and bears interest at a rate of 6 per cent per annum.

Both the April loan and the May loan are secured with all of the present and after-acquired property of the company and each rank equally in priority with all of the loans previously made to the company by MPIC. The April loan and the May loan will both be used for working capital (including for Premier's partially owned subsidiaries, Purposely Platform Inc. and MyCare MedTech Inc.) and may be used to acquire an additional interest in MyCare MedTech Inc., a telehealth company.

The company is not issuing any securities, or paying any bonus, commission or finders' fees on the loans. The loans are both repayable at any time without penalty. Purposely and MyCare are generating revenue, and the company expects to receive repayment of funds from such entities, allowing it to partially repay some of the funds owed to MPIC. The loans are subject to review and acceptance by the TSX Venture Exchange.

Amended loan agreements with MPIC Fund I LP

Premier previously entered into a certain loan agreement dated April 26, 2021, in the principal amount of $130,000 (U.S.) as amended April 26, 2022, for a loan from MPIC. Pursuant to a second amending agreement dated April 6, 2023, the parties agreed to extend the maturity date of the loan from April 26, 2023 to April 26, 2024.

Premier previously entered into a certain loan agreement dated April 28, 2020, as amended April 28, 2021, and as amended a second time on April 28, 2022, for a loan from MPIC in the principal amount of $150,000 (U.S.). Pursuant to a third amending agreement dated April 6, 2023, the parties agreed to extend the maturity date of the loan from April 28, 2023, to April 29, 2024.

Premier previously entered into a certain loan agreement dated May 26, 2021, as amended on May 26, 2022, for a loan from MPIC in the principal amount of $130,000 (U.S.). Pursuant to a second amending agreement dated May 9, 2023, the parties agreed to extend the maturity date of the loan from May 26, 2023, to May 26, 2024.

Premier previously entered into a certain loan agreement dated May 3, 2022, in the principal amount of $100,000 (U.S.) for a loan from MPIC. Pursuant to an amending agreement dated May 3, 2023, the parties agreed to extend the maturity date of the loan from May 3, 2023, to May 3, 2024.

No other material terms were amended under any of the foregoing amendments.

Related party transaction disclosure

As MPIC is a control person of Premier, the April loan, the May loan and the amended loan agreements described above each constitute related party transactions within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security holders in Special Transactions. These agreements have been determined to be exempt from the requirements to obtain a formal valuation or minority shareholder approval based on sections 5.5(b) and 5.7(1)(f) of MI 61-101.

Premier does not have securities listed or quoted on any of the specified markets listed in Section 5.5(b) of MI 61-101. Premier is relying on the exemption from minority shareholder approval in 5.7(1)(f) of MI 61-101 as the loans were obtained by Premier from MPIC on reasonable commercial terms that are not less advantageous to Premier than if the loans had been obtained from a person dealing at arm's length with Premier. Further, the loans are not convertible, directly or indirectly, into equity or voting securities of Premier or a subsidiary entity of the issuer, or otherwise participating in nature, or repayable as to principal or interest, directly or indirectly, in equity or voting securities of Premier or a subsidiary entity of the issuer.

About Premier Diversified Holdings Inc.

Premier Diversified Holdings participates in diversified industries through its acquisitions of securities and/or assets of public and private entities which it believes have potential for significant returns. It may act as a holding company (either directly or through a subsidiary) and may participate in management of subsidiary entities to varying degrees.

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