Premier Diversified Holdings Inc. Announces Shares for Debt Transaction

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VANCOUVER, British Columbia, Aug. 09, 2024 (GLOBE NEWSWIRE) -- Premier Diversified Holdings Inc. ("PDH" or the "Company") (TSXV:PDH) is pleased to announce that it has entered into a debt settlement agreement to settle outstanding debt in the aggregate amount of CAD$5,927,164 (the "Debt") owing to a creditor of the Company (the "Creditor"), by issuing 29,635,820 common shares (the "Conversion Shares") of the issuer resulting from the previously announced reverse takeover of the Company by AJA Health and Wellness Inc., Assured Diagnosis Inc., and AJA Therapeutics Inc. (the "RTO Transaction") at a deemed price of $0.20 per Conversion Share (the "Shares for Debt Transaction"). The Board of Directors of the Company has determined that it is in the best interests of the Company to settle the Debt by the issuance of the Conversion Shares in order to preserve the Company's cash for ongoing operations.

The Shares for Debt Transaction will occur concurrently with, and is conditional upon, the closing of the RTO Transaction and is subject to other customary closing conditions, including the approval of the TSX Venture Exchange ("TSXV").

As certain directors of the Company exercise direction or control over the Creditor, the Shares for Debt Transaction is considered a "related party transaction" under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions and minority shareholder approval is required.

Update on the Company's Annual and Special Meeting of Shareholders

Pursuant to and in connection with the RTO Transaction, the Company will be holding an annual general and special meeting of shareholders of the Company (the "Meeting"). The Meeting was originally scheduled for August 12, 2024, as disclosed in the Amended Notice of Meeting filed on May 29, 2024, but was subsequently amended to give the Company additional time to obtain to conditional approval of the RTO Transaction from the TSXV. It is now anticipated that the meeting will be held on September 13, 2024.

The management information circular (the "Information Circular"), which will constitute the key disclosure document for the purpose of the Meeting, will be provided to the Company's security holders in compliance with applicable corporate and securities law requirements.

Full details regarding the RTO Transaction will be disclosed by the Company in the Information Circular to be prepared and filed with the TSXV and will be posted on SEDAR+ at www.sedarplus.com in accordance with applicable corporate and securities laws.