Mr. Sanjeev Parsad reports

PREMIER DIVERSIFIED HOLDINGS INC. ANNOUNCES LOAN AGREEMENT, AMENDED LOANS

Premier Diversified Holdings Inc. has entered into certain loan agreements, as set out below.

Loan agreements with MPIC Fund I LP

Premier entered into a loan agreement dated Aug. 9, 2023, with MPIC Fund I LP (MPIC) for a secured loan in the principal amount of up to $200,000 (U.S.). The August loan matures on Aug. 9, 2024, and bears interest at a rate of 6 per cent per annum. Premier entered into a loan agreement dated Sept. 15, 2023, with MPIC for a secured loan in the principal amount of up to $140,000 (U.S.). The September loan matures on Sept. 16, 2024, and bears interest at a rate of 6 per cent per annum.

The August loan and the September loan are secured with all of the present and after-acquired property of the company and rank equally in priority with all of the loans previously made to the company by MPIC. The August loan and the September loan will 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.

The company is not issuing any securities, or paying any bonus, commission or finders' fees on the loan. The loan is 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 loan is subject to review and acceptance by the TSX Venture Exchange.

Amended loan agreements with MPIC Fund I LP

The issuer previously entered into a certain loan agreement dated Aug. 4, 2022, for a loan from MPIC in the principal amount of $100,000 (U.S.). The parties entered into an amending agreement dated Aug. 4, 2023, to extend the maturity date of the loan from Aug. 4, 2023, to Aug. 6, 2024.

The issuer previously entered into a certain loan agreement dated Sept. 7, 2022, for a loan from MPIC in the principal amount of $100,000 (U.S.). The parties entered into an amending agreement dated Aug. 14, 2023, to extend the maturity date of the loan from Sept. 7, 2023, to Sept. 9, 2024.

The issuer previously entered into a certain loan agreement dated July 22, 2021, in the principal amount of $80,000 (U.S.), as amended July 14, 2022, for a loan from MPIC. The parties entered into a second amending agreement dated July 21, 2023, to extend the maturity date of the loan from July 22, 2023, to July 22, 2024.

The issuer previously entered into a certain loan agreement dated Aug. 25, 2021, in the principal amount of $100,000 (U.S.), as amended Aug. 16, 2022, for a loan from MPIC. The parties entered into a second amending agreement dated Aug. 14, 2023, to extend the maturity date of the loan from Aug. 25, 2023, to Aug. 26, 2024.

The issuer previously entered into a certain loan agreement dated July 28, 2020, in the principal amount of $150,000 (U.S.), as amended July 22, 2021, and amended again on July 28, 2022, for a loan from MPIC. The parties entered into a third amending agreement dated July 28, 2023, to extend the maturity date of the loan from July 28, 2023, to July 29, 2024.

The issuer previously entered into a certain loan agreement dated Sept. 1, 2020, in the principal amount of $120,000 (U.S.), as amended Sept. 1, 2021, and amended again on Aug. 29, 2022, for a loan from MPIC. The parties entered into a third amending agreement dated Aug. 14, 2023, to extend the maturity date of the loan from Sept. 1, 2023, to Sept. 3, 2024.

The issuer previously entered into a certain loan agreement dated Oct. 5, 2022, for a loan from MPIC in the principal amount of $90,000 (U.S.). The parties entered into an amending agreement dated Sept. 15, 2023, to extend the maturity date of the loan from Oct. 7, 2023, to Oct. 7, 2024.

The issuer previously entered into a certain loan agreement dated Oct. 7, 2020, in the principal amount of $75,000 (U.S.), as amended Oct. 7, 2021, and amended again on Oct. 5, 2022, for a loan from MPIC. The parties entered into a third amending agreement dated Sept. 15, 2023, to extend the maturity date of the loan from Oct. 9, 2023, to Oct. 9, 2024.

The issuer previously entered into a certain loan agreement dated Oct. 23, 2020, in the principal amount of $75,000 (U.S.), as amended Oct. 23, 2021, and amended again on Oct. 5, 2022, for a loan from MPIC. The parties entered into a third amending agreement dated Sept. 15, 2023, to extend the maturity date of the loan from Oct. 23, 2023, to Oct. 23, 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 August 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 (MI 61-101). 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.

We seek Safe Harbor.