Premier Diversified Holdings Inc.
CNSX : PDH

Premier Diversified Holdings Inc.

June 24, 2015 14:44 ET

Premier Diversified Holdings Inc. Completes Share Purchase Early Warning Report Issued Pursuant to National Instrument 62-103

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 24, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Premier Diversified Holdings Inc. ("Premier" or the "Company") (CSE:PDH), announces that it has acquired a total of 14,506,000 Common shares ("Russell Shares") of Russell Breweries Inc. ("Russell") from two sellers in a private sale (the "Sale") pursuant to two purchase agreements (the "Agreements"). Premier is now an insider of Russell, holding approximately 16.66% of the outstanding Russell Shares (on an undiluted basis) through a direct ownership interest.

Premier issued a total of 5,802,400 common shares of Premier ("Premier Shares") to the sellers pursuant to the Agreements in payment for the Russell Shares, on the basis of one Premier Share for every 2.5 Russell Shares acquired. The Premier Shares were issued with a deemed value of $0.21 per share, for a total deemed value of $1,218,504. No cash was paid and no sales agent, broker or other person received compensation in connection with the acquisition of the Russell Shares. The Premier Shares issued to the sellers are subject to resale restrictions.

MPIC Fund 1, Limited Partnership ("MPIC") and G. Andrew Cooke are the sellers pursuant to the Agreements. MPIC is an insider and control person of the Company. Following the Sale, MPIC does not directly hold any Russell Shares. MPIC's affiliate, MPIC Canada Limited Partnership ("MPIC Canada"), directly holds 2,000,000 Russell Shares. MPIC, MPIC Canada and Premier all have a common control person, Corner Market Capital Corp. ("CMCC"). CMCC is a private B.C. company which holds a 65% interest in Corner Market Capital US Inc. ("CMC US"). CMC US is a private Delaware company and the general partner of MPIC. CMCC holds a 100% interest in Corner Market Management Inc. ("CMMI"). CMMI is a private B.C. company and the general partner of MPIC Canada.

Upon completion of the Sale, MPIC directly holds 45,697,247 Premier Shares (a total of approximately 33.54% on an undiluted basis) and jointly with MPIC Canada holds a total of 51,137,535 common shares of Premier (a total of approximately 37.53% on an undiluted basis).

CMCC indirectly holds, and exercises control or direction over, the 51,137,535 Premier Shares held by MPIC and MPIC Canada. CMCC is an insider and control person of Premier, indirectly holding approximately 37.53% of the outstanding Premier Shares on an undiluted basis.

CMCC indirectly holds, and exercises control or direction over, the 2,000,000 Russell Shares held by MPIC Canada (approximately 2.29% of the outstanding Russell Shares on an undiluted basis). Since CMCC is an insider and control person of Premier, it exercises indirect control or direction over the 14,506,000 Russell Shares which Premier acquired under the Agreements. Together, CMCC holds indirectly, or exercises control or direction over, a total of 18.95% of the outstanding Russell Shares on an undiluted basis.

Mr. Cooke is a director of the Company and a director and officer of CMC US. Following the Sale, Mr. Cooke does not hold any Russell Shares. Mr. Cooke directly holds 1,914,467 Premier Shares, approximately 1.4% of the outstanding Premier Shares on an undiluted basis. Mr. Cooke also holds options exercisable to purchase 40,000 Premier Shares.

Sanjeev Parsad is a director and officer of Premier, CMC US, CMMI and CMCC. Mr. Parsad directly holds 100,000 Premier Shares (approximately 0.073% of the outstanding Premier Shares on an undiluted basis) and also holds options exercisable to purchase an additional 150,000 Premier Shares. Mr. Parsad does not hold any Russell Shares in his name.

Alnesh Mohan is a director of Premier and a director and officer of CMC US, CMMI and CMCC. Mr. Mohan directly holds 200,000 Premier Shares (approximately 0.146% of the outstanding Premier Shares on an undiluted basis) and also holds options exercisable to purchase an additional 150,000 Premier Shares. Mr. Mohan does not hold any Russell Shares in his name.

Messrs. Parsad and Mohan exercise indirect control or direction over the 51,137,535 Premier Shares held by MPIC and MPIC Canada (approximately 37.53% of the outstanding Premier Shares on an undiluted basis). Messrs. Parsad and Mohan exercise indirect control or direction over the 2,000,000 Russell Shares held by MPIC Canada (approximately 2.29% of the outstanding Russell Shares on an undiluted basis).

As a group, CMCC and Messrs. Parsad, Mohan and Cooke hold or exercise indirect control or direction over a total of 53,352,002 Premier Shares, or approximately 39.15% of the issued and outstanding Premier Shares on an undiluted basis.

All of the foregoing parties may be considered to be "joint actors" for the purposes of National Instrument 62-103.

Premier's business is to acquire and invest in the securities and/or assets of public and private entities which it believes have potential for significant returns. Premier acquired the Russell Shares as this type of transaction fits within Premier's business model. Premier intends to acquire ownership of, or control over, additional securities of Russell.

The Premier Shares were issued in reliance on the exemption from prospectus requirements found in Section 2.12 of National Instrument 45-106.

CMCC, CMMI, CMC US, MPIC, MPIC Canada and Messrs. Mohan, Cooke and Parsad have an address at c/o Suite 1350, PO Box 11610, 650 West Georgia Street, Vancouver, B.C. V6B 4N8.

A copy of the related Early Warning Reports may be found on www.sedar.com under the profiles of Premier and Russell.

The foregoing transaction is a "related party transaction" under Multilateral Instrument 61-101 ("MI 61-101"). Refer to the material change report filed by the Company on June 19, 2015 for additional information, including details with respect to Premier's reliance on the exemption from the formal valuation requirements for related party transactions found in MI 61-101 in subsection 5.5(b) and Premier's reliance on the exemption from the minority approval requirements for related party transactions found in MI 61-101 in subsection 5.7(1)(a).

Further Information

Further information regarding Premier may be found on Premier's website at www.pdh-inc.com and filed on SEDAR at www.sedar.com.

Premier Diversified Holdings Inc. participates in diversified industries through its acquisitions of and investments in the securities and/or assets of public and private entities which it believes have potential for significant returns. It may act as a holding company (either directly or through a subsidiary) and may participate in management of investee entities to varying degrees. Its current holdings include interests in medical diagnostic clinics located in Canada and China and in a reinsurance business located in Bermuda.

On behalf of the Board of Directors

Sanjeev Parsad, President, CEO and Director

The Canadian Securities Exchange (CSE) has not reviewed the adequacy or the accuracy of the contents of this document. Company information can be viewed here: www.cnsx.ca. Further information regarding the Company can be found on SEDAR at ww.sedar.com.

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 statements with respect to the intention of Premier to acquire additional securities of Russell and the resulting holdings and status of the parties named herein. Factors that could cause actual results to be materially different include but are not limited to the following: that Premier will determine not to proceed with acquisitions of additional securities of Russell, that the nature of each entity's securityholdings will change, that the Company may not be or remain financially stable despite its proposed business running consistently, or that required exemptions to securities laws requiring registration and/or issuance of prospectus will not be available. Investors are cautioned against placing undue reliance on forward-looking statements. It is not our policy to update forward looking statements.

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