Premier Diversified Holdings Inc. announced that it has entered into certain loan agreements, as set out below. Loan Agreements with MPIC Fund I: Premier entered into a loan agreement dated February 7, 2023 with MPIC Fund I, LP for a secured loan in the principal amount of up to USD 100,000. The Loan matures on February 7, 2024 and bears interest at a rate of 6% per annum.

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, Purposely Platform Inc. and MyCare MedTech Inc.) and may be used to acquire an additional interest in MyCare MedTech Inc. 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 MyCare are generating revenue, and the Company expects to receive re-payment of funds from such entities, allowing it to partially repay some of the funds owed to MPIC. The Loan is subject to review and acceptance by the TSX Venture Exchange. Amended Loan Agreement with MPIC Fund I, LP: Premier previously entered into a certain loan agreement dated February 10, 2021, as amended February 10, 2022, for a loan from MPIC.

The parties agreed to extend the maturity date of the loan from February 10, 2023 to February 10, 2024. The date of the second amending agreement is February 7, 2023. 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 September 1, 2017 with Purposely as borrower.

The Company and Purposely agreed to amend the terms of the original loan agreement and entered into an amending agreement (the "PurposelyAmending Agreement") dated February 7, 2023 to, among other things, make the following amendments: the loan is no longer payable on demand but has a maturity date of March 1, 2025; the loan is no longer non-interest bearing but bears interest of 9% per annum, calculated as of May 31, 2021; and the loan is no longer unsecured but is secured with all of Purposely's present and after-acquired property. Until the maturity date, Premier will have a pre-emptive right to participate in certain subsequent offerings of new securities of Purposely up to a percentage of such offering equal to Premier's then percentage ownership of all issued and outstanding Common Shares immediately prior to such offering. 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.