Mr. Sanjeev Parsad reports

PREMIER DIVERSIFIED HOLDINGS INC. ANNOUNCES CEASE TRADE ORDER AND PROVIDES UPDATE ON THE PROPOSED ACQUISITION OF AJA HEALTH AND WELLNESS LTD., ASSURED DIAGNOSIS INC., AND AJA THERAPEUTICS INC.

Further to the press release dated Jan. 18, 2024, whereby Premier Diversified Holdings Inc. announced the filing of an application seeking a management cease trade order (MCTO) from the British Columbia Securities Commission (BCSC) due to its inability to file its annual financial statements for the year ending Sept. 30, 2023, including the related management's discussion and analysis and certifications from the chief executive officer and chief financial officer, the BCSC will issue a cease trade order against Premier.

The delay in filing the annual filings is related to the acquisition, previously announced on Sept. 20, 2023, by way of reverse takeover, of AJA Health and Wellness Inc. (the target) and Assured Diagnosis Inc. by the issuer and the special procedure audit required as part of the financial disclosure. Trading of the shares of the issuer is currently halted as a result of the RTO transaction. Upon receiving the CTO the company's trading status will change from a halt to a suspension in trading.

The company is diligently working toward finalizing its annual filings with its auditor, Davidson & Company LLP. It anticipates being in a position to file the same on or before March 1, 2024. The CTO will be lifted by the BCSC once the annual filings have been made.

Update on RTO transaction

The corporation continues to pursue the acquisitions of AJA Health and Wellness, AJA Therapeutics Inc. (ATI) and Assured Diagnosis. Premier intends to acquire the issued and outstanding shares of AJA Health, and the issued and outstanding shares of ADI by way of a three-cornered amalgamation or other similar form of transaction, and to acquire all of the shares held by James Viccars, Elizabeth Bryant Viccars and Deluxe Holdings Inc. in the capital of ATI in exchange for shares of Premier. The acquisition, subject to certain conditions and applicable shareholder and regulatory approvals, will result in a reverse takeover of Premier. There can be no assurance that the acquisition will be completed as proposed or at all.

AJA Health and ADI are diligently working on having audits completed on their financial statements. Following receipt of the audited financial statements, Premier intends to make an application to the TSX Venture Exchange for conditional approval of the acquisition.

Contingent upon the RTO transaction being completed, the corporation intends to change its name to AJA Health and Wellness, or such other name as may be determined by the board of directors of the corporation.

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 24/7 from coast to coast. GOeVisit is a fully integrated, secure and virtual-based health platform to enable and support on-line, 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 smart phone. Aja Health also operates full-service travel clinics in Vancouver and Surrey, B.C.

At the special meeting of shareholders of AJA Health, held on Dec. 8, 2023, a special majority of shareholders of AJA Health approved a form of amalgamation agreement among Premier, AJA Health and a newly formed Alberta corporation (Newco 1), pursuant to which it is proposed that Newco 1 and AJA Health amalgamate to continue as a new corporation, which will be a wholly owned subsidiary of Premier under the name AJA Health and Wellness.

On Sept. 26, 2023, AJA Health completed the first tranche of its previously announced private placement financing of Class A common shares of AJA Health at a price of 15 U.S. cents per share for gross proceeds of $160,000.05 (U.S.).

On Dec. 6, 2023, AJA Health completed the second tranche of its private placement financing of the shares at a price of 15 U.S. cents per share for gross proceeds of $250,000.05 (U.S.).

AJA Health anticipates closing additional tranches of its private placement financing to raise an aggregate of $2.5-million. There can be no assurances that AJA Health will elect to close additional tranches.

When a definitive agreement between Premier, AJA Health and Newco 1 is executed, Premier will issue a subsequent press release containing the details of the definitive agreement and additional terms of the acquisition.

Premier annual and special meeting of shareholders

Pursuant to and in connection with the RTO transaction, the corporation will be holding an annual general and special meeting of shareholders of the corporation. 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). The management information circular, which will constitute the key disclosure document for the purpose of the meeting, will be provided to Premier's security holders in compliance with applicable corporate and securities law requirements. Premier 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 corporation will be asked to approve, among other things, the following matters: (i) name change; (ii) fixing of the number of director positions; (iii) appointment of directors; and (iv) continuance of the corporation into Alberta -- 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 corporation in the information circular to be prepared and filed with the TSX-V and will be posted on SEDAR+ in accordance with applicable corporate and securities laws.

We seek Safe Harbor.