BULLETIN V2024-2818
AJA HEALTH AND WELLNESS INC. ("AJA")
[formerly Premier Diversified Holdings Inc. ("PDH")]
BULLETIN TYPE: Reinstated for Trading, Reverse Takeover-Completed, Shares for Debt, Name Change
BULLETIN DATE: September 24, 2024
TSX Venture Tier 2 Company
Further to TSX Venture Bulletin dated February 5, 2024, the common shares of the Company were suspended from trading as a result of a Cease Trade Order issued by the British Columbia and Ontario Securities Commissions against the Company for failing to file documents within the required time period.
Reinstated for Trading
Effective at the open, Thursday, September 26, 2024, trading will be reinstated in the common shares of AJA Health and Wellness Inc. (new CUSIP: 009918 10 3) under the new symbol "AJA", the Company having obtained a revocation of the Cease Trade Order and met TSX Venture Exchange Requirements.
Reverse Takeover-Completed
The TSX Venture Exchange has accepted for filing the Company's Reverse Takeover ('RTO'), which includes the following transactions:
The RTO consists of the following non-arm's length/related party transactions involving the Company and private target companies -
(i) a three-cornered amalgamation involving the Company's wholly-owned subsidiary and AJA Health and Wellness Inc. in consideration of 29,407,904 shares @ a deemed price of $0.05 per share;
(ii) the acquisition of 6% of shares held by certain shareholders of AJA Therapeutics Inc. (a 94%-owned subsidiary of AJA Health and Wellness Inc.) in consideration of 1,500,000 shares @ a deemed $0.05 per share; and
(iii) a three-cornered amalgamation involving the Company's wholly-owned subsidiary and Assured Diagnosis Inc. in consideration of 10,600,000 shares @ a deemed price of $0.05 per share.
Concurrent with these transactions, AJA Health and Wellness Inc. completed a non-brokered private placement of 10,833,334 common shares at $0.20 per share, with the common shares automatically converting into Resulting Issuer common shares upon closing of the RTO.
68,222,892 shares issued to Principals pursuant to the RTO are subject to a Tier 2 Value Security Escrow Agreement to be released over a 36-month period. 5,060,370 shares issued to non-Principals pursuant to the RTO are legended in accordance with a Tier 2 Value Security Escrow Agreement release schedule to be released over a 36-month period in accordance with the Exchange's Seed Share Resale Restrictions. 700,000 shares issued to non-Principals pursuant to the RTO are subject to a 4-month hold.
The Exchange has been advised that the above transactions, approved by shareholders on September 13, 2024, have been completed. The Company issued a news release on September 18, 2024 announcing closing of the RTO.
Shares for Debt
TSX Venture Exchange has accepted for filing the Company's proposal to issue 29,635,820 shares to settle outstanding debt of $5,927,164, pursuant to a resolution passed by shareholders on September 13, 2024.
Number of Creditors: 1 Creditor
Non-Arm's Length Party / Pro Group Participation:
Creditors # of Creditors Amount Owing Deemed Price per Share Aggregate # of Shares
Aggregate Non-Arm's Length Party Involvement: 1 $5,927,164 $0.20 29,635,820
Aggregate Pro Group Involvement: N/A N/A N/A N/A
The Company issued a news release on September 18, 2024 announcing the issuance of the shares and the extinguishment of the debt.
Name Change
Pursuant to a resolution passed by shareholders on September 13, 2024, the Company has changed its name to AJA Health and Wellness Inc. There is no consolidation of capital.
Effective at the open, Thursday, September 26, 2024, the common shares of AJA Health and Wellness Inc. will commence trading on TSX Venture Exchange, and the common shares of Premier Diversified Holdings Inc. will be delisted.
The Company is classified as a "Health and Personal Care Retailers" company.
Capitalization: unlimited shares with no par value of which
86,687,742 shares are issued and outstanding
Escrowed: 73,283,262 common shares
Escrow Term: 3 years
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: AJA (new)
CUSIP Number: 009918 10 3 (new)
Company Contact: Sanjeev Parsad, President, CEO and Director
Company Address: Suite 680, 1199 West Pender Street
Vancouver, BC V6E 2R1
Company Phone Number: (604) 678-9274
Company Email Address: sparsad@pdh-inc.com
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