Premier Diversified Holdings Inc. Announces Letter of Intent for Acquisition of AJA Health and Wellness Ltd., Assured Diagnosis Inc., and AJA Therapeutics Inc.
VANCOUVER, British Columbia, Sept. 20, 2023 (GLOBE NEWSWIRE) -- Premier Diversified Holdings Inc. ("PDH" or the "Company") (TSXV: PDH) is pleased to announce it has entered into a non-binding letter of intent (the "LOI") among AJA Health and Wellness Ltd. ("AJA Health"), AJA Therapeutics Inc. ("ATI"), Assured Diagnosis Inc. ("ADI"), James Viccars, Elizabeth Bryant Viccars and Deluxe Holdings Inc. ("DHI"), dated September 20, 2023, 2023 (the "Letter of Intent"), pursuant to which, subject to regulatory approval including that of the TSX Venture Exchange (the "Exchange"), PDH intends to acquire (the “AJA Health Acquisition”) all of the issued and outstanding class A common shares (“AJA Class A Shares”) and series 2 preferred shares of AJA Health (“AJA Preferred Shares” and together with the AJA Class A Shares, the “AJA Shares”) and the issued and outstanding shares (the “ADI Shares”) of ADI (the “ADI Acquisition”) by way of share exchange, three-cornered amalgamation or other similar form of transaction, and to acquire all of the shares held by James Viccars, Elizabeth Bryant Viccars and DHI 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 final structure of the Acquisition is subject to receipt of tax, corporate and securities law advice.
- AJA Health and Wellness Ltd.
AJA Health was incorporated on February 18, 2015 in Alberta under the name MyCare MedTech Inc. - AJA Health anticipates completing a private placement of up to 12,500,000 AJA Class A Shares prior to closing of the Acquisition.
- PDH currently owns 6,015,382 AJA Preferred Shares and 5,144,000 AJA Class A Shares for a total of 11,159,382 AJA Shares and will have 11,278,180 AJA Shares upon the debt settlement with AJA Health which will occur prior to closing of the Acquisition.
- AJA Health owns 25,000,000 ATI Shares and Each of Jim Viccars, Elizabeth Bryant Viccars and DHI own 500,000 ATI Shares.