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Premier Diversified completes reverse takeover deal

2024-09-18 16:16 ET - News Release

Mr. Sanjeev Parsad reports

PREMIER DIVERSIFIED HOLDINGS INC. ANNOUNCES CLOSING OF REVERSE TAKEOVER TRANSACTION

Following receipt of requisite shareholder approval, Premier Diversified Holdings Inc. has completed the acquisitions of AJA Health and Wellness Ltd., AJA Therapeutics Inc. (ATI) and Assured Diagnosis Inc. (ADI). In connection with the transaction (i) AJA Health amalgamated with a wholly owned subsidiary of the company, 2564858 Alberta Inc. (Subco 1), pursuant to the terms of an amalgamation agreement dated June 3, 2024, resulting in an amalgamated Alberta corporation (Amalco 1), which is a wholly owned subsidiary of the company; (ii) ADI amalgamated with a wholly owned subsidiary of the company, 2564891 Alberta Inc. (Subco 2), pursuant to the terms of an amalgamation agreement dated June 3, 2024, resulting in an amalgamated Alberta corporation (Amalco 2), which is a wholly owned subsidiary of the company; and (iii) the company purchased 1.5 million shares in the capital of ATI from James Viccars, Elizabeth Bryant Viccars and Deluxe Holdings Inc., pursuant to a share purchase agreement dated June 3, 2024, resulting in ATI being a subsidiary owned by the company and Amalco 1. Following the completion of the transaction, the company anticipates continuing from British Columbia to Alberta under a new name, AJA Health and Wellness Inc., as soon as practicable. The transaction constitutes a reverse takeover of the company pursuant to the polices of the TSX Venture Exchange. The common shares of the company are expected to recommence trading on the exchange at the opening of the markets on Sept. 24, 2024, under the new ticker symbol AJA, subject to final acceptance of the transaction and the issuance of a bulletin by the exchange.

Sanjeev Parsad, president, chief executive officer and director of the company, commented: "I would like to thank the management and board of directors of PDH, AJA Health, ATI and ADI for their hard work since announcing the transaction last year. It has been an enormous endeavour to finally move forward for these companies and begin to create long-term value for all shareholders. Additional thanks to Maria Nathanail and her team at McLeod Law LLP to ensure all moving parts were aligned and bring the transaction to completion. We will have more information for shareholders in October on the future of the company."

Transaction

Following completion of the transaction, combined with the company's existing securities, the company has 86,687,742 common shares issued and outstanding.

Board of directors and management

Following completion of the transaction, the board of directors of the company has been reconstituted to consist of G. Andrew Cooke, Alnesh Mohan, Sanjeev Parsad, Dr. Simon Sutcliffe, Eric Tsung, James Viccars and Elizabeth Bryant Viccars. Management of the company will consist of Mr. Parsad as president and chief executive officer, Mr. Mohan as chief financial officer, and Maria Nathanail as corporate secretary.

Business

Following completion of the transaction, the company will be engaged in the current business of AJA Health, operating a telemedicine platform and full-service travel clinics, the current business of ADI, offering health insurance options and employee benefit packages, and the current business of ATI, offering natural skin care and pain relief products.

Information circular

The company has filed an information circular relating to the transaction, dated Aug. 14, 2024, on SEDAR+ on Aug. 16, 2024 (the information circular). Readers are encouraged to review the information circular, which provides detailed information about the transaction and the business of the company. Trading in the common shares of the company is currently halted pending completion of customary final filings with the exchange in respect of the transaction.

We seek Safe Harbor.

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