Mr. Sanjeev Parsad reports

PREMIER DIVERSIFIED HOLDINGS INC. ANNOUNCES LETTER OF INTENT FOR ACQUISITION OF AJA HEALTH AND WELLNESS LTD., ASSURED DIAGNOSIS INC., AND AJA THERAPEUTICS INC.

Premier Diversified Holdings Inc. has entered into a non-binding letter of intent among AJA Health and Wellness Ltd., AJA Therapeutics Inc., Assured Diagnosis Inc., James Viccars, Elizabeth Bryant Viccars and Deluxe Holdings Inc., dated Sept. 20, 2023, 2023, pursuant to which, subject to regulatory approval, including that of the TSX Venture Exchange, Premier Diversified intends to acquire all of the issued and outstanding Class A common shares and Series 2 preferred shares of AJA Health and the issued and outstanding shares of ADI by way of share exchange, three-cornered amalgamation or other similar form of transaction, and to acquire all of the shares held by Mr. Viccars, Ms. Bryant Viccars and DHI in the capital of ATI in exchange for shares of Premier Diversified. The final structure of the acquisition is subject to receipt of tax, corporate and securities law advice.

About AJA Health and Wellness Ltd.

AJA Health was incorporated on Feb. 18, 2015, in Alberta under the name MyCare MedTech Inc. The name was subsequently changed on Sept. 6, 2023, to AJA Health and Wellness Ltd. AJA Health is a privately owned Alberta-based Canadian telemedicine company that has developed GOeVisit, an innovative platform which provides virtual consultations 24-seven from coast to coast. GOeVisit is a fully integrated, secure and virtual-based health platform to enable and support on-line, real-time appointments through 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 through computer, tablet or smart phone. Aja Health also operates full-service travel clinics in Vancouver and Surrey, B.C.

AJA Health currently has 26,308,383 AJA Class A shares issued and outstanding, 7,707,690 AJA preferred shares issued and outstanding, and two million performance warrants outstanding, which will be exercised into AJA Class A shares or cancelled prior to closing of the acquisition. AJA Health anticipates completing a private placement of up to 12.5 million AJA Class A shares prior to closing of the acquisition.

Premier Diversified currently owns 6,015,382 AJA preferred shares and 5,144,000 AJA Class A shares for a total of 11,159,382 AJA shares, and will have 11,278,180 AJA shares upon the debt settlement with AJA Health, which will occur prior to closing of the acquisition.

Prior to completion of the AJA Health amalgamation, AJA Health intends to issue 1,940,507 shares, at a deemed price of 15 cents per common share, as debt repayment as follows: 607,173 AJA shares to Mr. Viccars; 666,667 AJA shares to Ms. Bryant Viccars; and 666,667 AJA shares to Sanjeev Parsad, to settle $291,076 in outstanding debts. Immediately prior to the closing of the acquisition, Mr. Viccars will own 4,039,542 AJA shares, and Ms. Bryant Viccars will own 2,3265,667 AJA shares and 500,000 performance warrants, which are anticipated to be exercised into AJA shares, for an aggregate number of 2,826,667 AJA shares.

About Assured Diagnosis Inc.

ADI was incorporated on Sept. 22, 2009, in Alberta and is a privately owned Alberta-based company providing Canadians with unprecedented access to North American health care 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 through 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 focus 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 of the public system. MyCare surgical wait list insurance utilizes independent surgical facilities to provide surgical solutions, up to $500,000, for Canadians on a wait-list longer than 90 days.

ADI currently has 6.6 million Class A common shares, 900,000 Class B common shares, and 3.1 million Class D common shares issued and outstanding for an aggregate number of 10.6 million ADI shares. Mr. Viccars currently owns 2,815,000 ADI shares, and Ms. Bryant Viccars currently owns 2.74 million ADI shares.

About AJA Therapeutics Inc.

ATI was incorporated on April 5, 2019, in the state of Delaware, United States, under the name MyCare MedTech USA Inc. The name was subsequently changed to Aja Therapeutics Inc. on Sept. 5, 2022. ATI has established virtual specialty clinics for special conditions, offering natural, non-prescription solutions and products with the potential to replace opioid drugs for chronic pain. ATI provides telehealth consultations and a line of products featuring hempflavin, a formulation of over 20 unique flavonoids extracted from the hemp plant, including cannflavin, Quercetin/Quercetin-3, Isocannflavin B, Luteolin-7-0, Apigenin and others.

Hempflavin has been proved to assist with a wide range of pain levels, from mild, severe and acute to chronic pain, and has been scientifically and clinically proved to be 30 times more effective than NSAIDs, such as Aspirin, with no side effects or long-term damage. Hempflavin contains zero tetrahydrocannabinol and zero cannabinoids.

The total number of shares of common stock which ATI is authorized to issue is 35 million, with no par value, and the total number of shares of preferred stock which ATI is authorized to issue is five million, with no par value. There are currently 27 million ATI shares issued and no preferred stock. AJA Health owns 25 million ATI shares, and each of Mr. Viccars, Ms. Bryant Viccars and DHI own 500,000 ATI shares. DHI is controlled by Sanjeev Parsad, a director and officer of Premier Diversified and a director of AJA Health.

The acquisition

The LOI contemplates a share exchange, a three-way amalgamation or other similar form of transaction, pursuant to which both AJA Health and ADI will become a wholly owned subsidiary of Premier Diversified on closing and ATI will be a wholly owned subsidiary of AJA Health. The final structure for the acquisition is subject to satisfactory tax, corporate and securities law advice for each of Premier Diversified, AJA Health, ADI and ATI.

The shareholders of AJA Health will receive up to 31,589,508 common shares of Premier Diversified at a deemed price of 5.7 cents, assuming that all of the outstanding performance warrants of AJA Health are exercised prior to the closing and that the AJA private placement is fully subscribed.

The shareholders of ADI will receive 10.6 million Premier Diversified shares, at a deemed price of 5.7 cents per share. Upon completion of the acquisition, the resulting issuer will carry on the business of AJA Health and ADI.

Premier Diversified will acquire the shares held by Mr. Viccars, Ms. Bryant Viccars and DHI in the capital of ATI on a on a one-for-one basis at a deemed price of 5.7 cents. Each of Mr. Viccars, Ms. Bryant Viccars and DHI will receive 500,000 common shares of Premier Diversified for an aggregate of 1.5 million common shares of Premier Diversified.

Following the acquisition there will be up to a maximum of 48,400,192 common shares of the resulting issuer outstanding on a fully diluted basis, assuming the private placement is fully subscribed. Mr. Viccars will own 7,961,715 common shares of the resulting issuer (16.4 per cent), and Ms. Bryant Viccars will own 6,233,334 common shares and, if the performance warrants are exercised, 6,733,334 (13.9 per cent), being 30.3 per cent of the issued and outstanding common shares of the resulting issuer on a fully diluted basis and as such will together be considered a control person.

Prior to completion of the AJA Health amalgamation, Premier Diversified intends to convert $1,691,727 in outstanding loans to AJA Health into 11,278,180 Class A common shares in AJA Health at a deemed price of 15 cents per share.

Concurrent with the acquisition, AJA Health will complete an equity financing to raise gross proceeds of up to $2.5-million through the issuance of up to 12.5 million common shares, units or subscription receipts, as the case may be at a deemed price per share of 20 cents. The parties are negotiating the final terms of the financing, and the company will announce the terms as soon as possible once finalized.

Furthermore, in connection of the acquisition, it is anticipated that Premier Diversified will, among other things: (i) change its name to AJA Health and Wellness Inc., or such other name as may be agreed upon by the parties; (ii) reconstitute the existing directors and officers of Premier Diversified with nominees mutually agreed upon by the parties; (iii) enter into employment, consulting or other agreements with key members of the AJA Health and ADI technical teams and management; and (iv) enter into such escrow or pooling agreements as required by the exchange or as agreed by the parties.

Further information on Premier Diversified, including current financial statements, is currently being prepared for filing with the exchange, and will be filed and posted on SEDAR+ upon the completion of the information circular that will be prepared in connection with the acquisition.

The acquisition will constitute a reverse takeover under the policies of the exchange. Closing of the acquisition is subject to a number of conditions,. including due diligence, the entering into of definitive agreements, the completion of the financing, receipt of all required shareholder, regulatory and third party consents, including exchange approval, and satisfaction of other customary closing conditions. The acquisition will be subject to disinterested shareholder approval. The acquisition cannot close until the required approvals are obtained.

Related-party transaction

As it relates to AJA Health, the amalgamation is a related-party transaction (as such term is defined in Section 1.1 of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions)). Premier Diversified plans to call a special meeting of securityholders to seek securityholder approval.

Premier Diversified 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)) and prepare materials for the meeting. The management information circular, which will constitute the key disclosure document for the purpose of the meeting, will be provided to Premier Diversified's securityholders in compliance with applicable corporate and securities law requirements.

About Premier Diversified Holdings Inc.

Premier Diversified 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. Upon closing of the acquisition, the resulting issuer will be engaged in the current business of ADI, AJA Health and ATI as its principal enterprise, and will be classified as a Tier 2 life science issuer pursuant to the policies of the exchange.

Trading in the listed securities will remain halted pursuant to Section 2.5 of the Policy 5.2.

We seek Safe Harbor.