Not for dissemination in the United States of America
VANCOUVER, British Columbia, Sept. 18, 2024 (GLOBE NEWSWIRE) — Premier Diversified Holdings Inc. (“PDH” or the “Company”) (TSXV:PDH) announces that, following receipt of requisite shareholder approval, it has completed the acquisitions (the “Transaction“) of AJA Health and Wellness Ltd. (“AJA Health“), 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 1,500,000 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 take-over of the Company pursuant to the polices of the TSX Venture Exchange (the “Exchange“). The Common Shares of the Company are expected to recommence trading on the Exchange at the opening of the markets on September 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, CEO 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 endeavor 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 Sanjeev Parsad as President and Chief Executive Officer, Alnesh 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 August 14, 2024, on SEDAR+ at www.sedarplus.com on August 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.
On behalf of the Board of Directors
“Sanjeev Parsad”
Sanjeev Parsad
President, CEO and Director
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward Looking Statements
This news release contains forward-looking statements that are based on the Company’s current expectations and estimates. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “suggest”, “indicate” and other similar words or statements that certain events or conditions “may” or “will” occur, and include, without limitation, statements regarding the anticipated date that the Company’s common shares will recommence trading on the Exchange and the final approval of the Exchange to the Transaction. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements, such as the Company not obtaining final Exchange acceptance. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
For further information, contact:
Sanjeev Parsad, President and CEO
Phone: (604) 678.9115
Fax: (604) 678.9279
E-mail: sparsad@pdh-inc.com
Web: www.pdh-inc.com
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