Premier Diversified Holdings Inc. Enters Into Loan Agreement and Provides Corporate Update - Seite 2

MyCare MedTech Inc. cancels agreement with Bright.md

PDH is announces that MMI has ended agreement with Bright.md for the GOeVisit online telehealth service. The GOeVisit platform will instead use Toronto-based InputHealth for its telehealth service, which is a bilingual platform.

Amended Loan Agreement with MyCare MedTech Inc.

Premier entered into a loan agreement with MyCare MedTech Inc. ("MMI") on September 4, 2019, which was subsequently amended in December 2019, January 2020, February 2020 and June 2020. As noted in Premier's news release dated November 23, 2020, the principal amount loaned by Premier to MMI was to up to $610,000 (the "MMI Loan"), which has staggered maturity dates for different portions of the principal amount. For administrative ease, MMI and Premier agreed to amend the maturity date so that the entire principal amount of the MMI Loan matures on September 20, 2021. Further, the parties also agreed to add a conversion privilege to the MMI Loan. Premier may convert all or part of the principal and outstanding interest of the MMI Loan into Common shares of MMI at a conversion price of $0.15.

The MMI Loan bears interest at a rate of 9% per annum. The MMI Loan is secured with all of the present and after-acquired property of MMI. The MMI Loan is repayable by MMI at any time without penalty. The MMI Loan is subject to review and acceptance by the TSX Venture Exchange.

PDH increases investment in MyCare MedTech Inc.

Premier announced on November 23, 2020 that it entered into subscription agreements to acquire Class B Preferred shares of MMI in August, September, October and November 2020 (the "MMI Investment") at a price of $0.26 per share. However, the subscription price for the November 2020 subscription was disclosed incorrectly as $0.26 per share. The correct subscription price is $0.15, with Premier acquiring 933,333 Preferred shares of MMI for a total purchase price of $140,000.

Premier entered into further subscription agreements to acquire Class B Preferred shares of MMI in January and February 2021 at a price of $0.15 per share. Premier acquired a total of 800,000 shares of MMI for a total purchase price of $120,000.

Related Party Transaction disclosure

Premier is a control person of MMI, and the MMI Loan and the MMI Investment constitute "related party transactions" within the meaning of Multilateral Instrument 61-101. The MMI Loan and the MMI Investment have been determined to be exempt from the requirements to obtain a formal valuation or minority shareholder approval on the basis of being a "downstream" transaction. Further, the MMI Loan is exempt pursuant to sections 5.5(b) and 5.7(1)(a) of Multilateral Instrument 61-101 as the fair market value of the transaction is not more than 25% of the Company's market capitalization.