Premier Diversified Holdings Inc.
CNSX : PDH

June 19, 2015 22:38 ET

Premier Diversified Holdings Inc. Enters Into Purchase Agreement

BURNABY, BRITISH COLUMBIA--(Marketwired - June 19, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA.

Premier Diversified Holdings Inc. ("Premier" or the "Company") (CSE:PDH), announces that it has entered into purchase agreements (the "Agreements") to acquire a total of 14,506,000 Common shares ("Russell Shares") of Russell Breweries Inc. ("Russell") from two sellers in a private sale. Premier will issue common shares ("Premier Shares") to the sellers in payment for the Russell Shares, on the basis of one Premier Share for every 2.5 Russell Shares acquired. A total of 5,802,400 Premier Shares with a deemed value of $0.21 per share will be issued on closing of the sale, for a total deemed value of $1,218,504. No cash will be issued and no sales agent, broker or other person will receive compensation in connection with the acquisition of the Russell Shares. Any Premier Shares issued will be 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 and an insider of Russell (by virtue of currently holding >10% of the outstanding Russell Shares). MPIC currently directly holds 40,267,647 common shares of the Company (approximately 30.86% on an undiluted basis) and its affiliate holds 5,440,288 common shares of the Company (a total of approximately 35.04% on an undiluted basis). Mr. Cooke is a director of the Company and a director and officer of Corner Market Capital US Inc. ("CMC US"), the general partner of MPIC. Sanjeev Parsad is a director and officer of Premier, CMC US and Corner Market Capital Corp. ("CMCC") (the parent company of CMC US). Alnesh Mohan is a director of Premier and a director and officer of CMC US and CMCC.

Following completion of the purchase and sale of the Russell Shares, Premier anticipates that it will be an insider of Russell, holding approximately 16.66% of the outstanding Russell Shares. CMCC will be an insider and control person of Premier, indirectly holding approximately 37.53%.

The foregoing transaction is subject to any required regulatory and stock exchange approvals, and availability of Canadian and U.S. registration and prospectus exemptions, as applicable.

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. acquires and invests 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.

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 to close the share purchase transaction described herein, the proposed acquisition of the Russell Shares, the issuance of the Premier Shares and the resulting holdings and status of MPIC, CMCC, CMC US, Premier and Cooke. Factors that could cause actual results to be materially different include but are not limited to the following: that the proposed share purchase transaction will not be carried out as described herein, if at all; that the nature of each entity's shareholdings will change, that the Company may not be or remain financially stable despite its proposed business running consistently; and that the Resulting Issuer will not obtain required regulator or stock exchange approvals, 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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