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Loan Agreements with MPIC Fund I
Premier entered into a loan agreement (“Loan Agreement”) dated
The Loan is secured with all of the present and after-acquired property of the Company and ranks equally in priority with all of the loans previously made to the Company by MPIC. The Loan will be used for working capital (including for Premier’s partially owned subsidiaries,
The Company is not issuing any securities, or paying any bonus, commission or finder's fees on the MPIC Loans. The MPIC Loans are both repayable at any time without penalty. Purposely and
Amended Loan Agreement with
Premier previously entered into a certain loan agreement dated
Related party transaction disclosure
As MPIC is a control person of Premier, the Loan and the amended loan agreement described above each constitute "related party transactions" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security holders in Special Transactions ("MI 61-101"). These agreements have been determined to be exempt from the requirements to obtain a formal valuation or minority shareholder approval based on sections 5.5(b) and 5.7(1)(f) of MI 61-101.
Premier does not have securities listed or quoted on any of the specified markets listed in section 5.5(b) of MI 61-101. Premier is relying on the exemption from minority shareholder approval in 5.7(1)(f) of MI 61-101 as the loans were obtained by Premier from MPIC on reasonable commercial terms that are not less advantageous to Premier than if the loans had been obtained from a person dealing at arm’s length with Premier. Further, the loans are not convertible, directly or indirectly, into equity or voting securities of Premier or a subsidiary entity of the issuer, or otherwise participating in nature, or repayable as to principal or interest, directly or indirectly, in equity or voting securities of Premier or a subsidiary entity of the issuer.
Amended Loan Agreement with Purposely
Premier entered into an amended loan agreement with its partially owned subsidiary, Purposely. Premier previously entered into a certain loan agreement dated
Related party transaction disclosure
As Premier is a control person of Purposely, the Purposely Amending Agreement described above constitutes a "related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security holders in Special Transactions ("MI 61-101"). The Amending Agreement has been determined to be exempt from the requirements of Part 5 of MI 61-101 as per Section 5.1(g), as it constitutes a downstream transaction as defined in that instrument.
About
On behalf of the Board of Directors
"Sanjeev Parsad"
President, CEO and Director
Neither
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdictions in which such offer, solicitation or sale would be unlawful. Any offering made will be pursuant to available prospectus exemptions and restricted to persons to whom the securities may be sold in accordance with the laws of such jurisdictions, and by persons permitted to sell the securities in accordance with the laws of such jurisdictions.
Further information regarding the Company can be found on SEDAR at www.sedar.com.
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Legal Notice Regarding Forward Looking Statements: This news release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements are indicated expectations or intentions. Forward-looking statements in this news release include those regarding loan terms including regarding maturity date(s), that PDH will repay the loan from MPIC as disclosed in the news release, and that the net proceeds of the Loan will be used as stated in this news release. Factors that could cause actual results to be materially different include but are not limited to the following: that any revenue which PDH makes indirectly via its operating subsidiaries will be insufficient to repay the loans to MPIC, that its operating subsidiaries, including
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
Source:
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