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.

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VANCOUVER, British Columbia, Feb. 05, 2024 (GLOBE NEWSWIRE) -- Premier Diversified Holdings Inc. ("PDH" or the "Company") (TSXV:PDH) announces that further to the press release dated January 18, 2024, whereby the Company 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 September 30, 2023 including the related management’s discussion and analysis and certifications from the CEO and CFO (the “Annual Filings”), the BCSC will issue a cease trade order against PDH (the “CTO”).

The delay in filing the Annual Filings is related to the acquisition, previously announced on September 20, 2023, by way of reverse takeover, of AJA Health and Wellness Inc. (the “Target”) and Assured Diagnosis Inc. by the Issuer (the “RTO Transaction”) 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 towards finalizing its Annual Filings with its auditors, 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 Ltd. ("AJA Health"), AJA Therapeutics Inc. ("ATI"), and Assured Diagnosis Inc. ("ADI", and together with PDH, AJA Health, and ATI, the "Parties"). PDH intends to acquire the issued and outstanding shares of AJA Health (the “AJA Health Acquisition”), and the issued and outstanding shares of ADI (the “ADI Acquisition”) 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 PDH (the “ATI Share Purchase” and together with the AJA Health Acquisition and the ADI Acquisition, the "Acquisition"). The Acquisition, subject to certain conditions and applicable shareholder and regulatory approvals, will result in a reverse takeover of PDH. There can be no assurance that the Acquisition will be completed as proposed or at all.