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Premier Development & Investment, Inc. to Amend Articles in Order to Capitalize and Eliminate Certain Long Term Liabilities and All Short Term Loans Totaling no Less Than $29 Million

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Premier Development & Investment (OTC: PDIV) plans to amend its Articles to issue unsecured, interest-free Preferred Stock that cannot convert for at least two years, in order to capitalize long-term liabilities of not less than $27 million and eliminate all short-term loans, totaling no less than $29 million in debt addressed.

According to Premier, Q2 cash costs are expected at about $1.1 million, and previously announced $6 million of convertible notes have been cancelled. Pending agreements related to its lithium and uranium properties total about $110 million, and shareholders are urged to exercise extreme caution until filings are complete.

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AI-generated analysis. Not financial advice.

Positive

  • Capitalization of at least $27 million in long-term liabilities via Preferred Stock
  • Plan to eliminate all short-term loans, totaling no less than $2 million
  • Unsecured, interest-free Preferred Stock with no conversion for at least two years
  • Cancellation of $6 million in aged convertible loan notes
  • Pending property-related transactions totaling about $110 million

Negative

  • Expected Q2 cash costs of about $1.1 million for capex and fees
  • Potential dilution from a possible substantial restricted Class “A” common stock issuance
  • Creation of a new class of “super voting” preferred stock may concentrate voting control
  • Material $110 million transactions not yet finalized, adding timing uncertainty
  • Company advises shareholders to exercise extreme caution in trading PDIV until filings are complete
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LAS VEGAS, June 03, 2026 (GLOBE NEWSWIRE) -- Premier Development & Investment, Inc. (OTC: PDIV) (“The Company” or “Premier”) filed a Supplementary Filing on OTCIQ on June 2, 2026 detailing the Amendments to its Articles to create unsecured and interest free Preferred Stock (“Preferred”) and with an “iron clad” inability to convert the Preferred and for a period of not less than two years.

At this time, we are capitalizing long term liabilities in the amount of not less than $27 million.

The amount capitalized in respect of all short term liabilities will be decided and enacted upon in the last week of this month being the close of our Q2 Reporting Period. We expect to expend some $1.1 million in cash costs in Q2 pertaining to Capex, Professional Fees and extraordinary expenses.

This follows on from our cancellation of $6 million of Convertible Loan Notes and announced on May 21, 2026.

We remain in discussions with other Lenders whom may or may not elect to convert into Preferred Stock, thereby possibly increasing this aforesaid amount of Preferred being issued. There are no indications that any of these other Lenders will elect to do so.

This will be concluded in and during Q2 for the period ending June 30, 2026. This will include the $6 million of unsecured and outstanding interest free aged Convertible Loan Notes cancelled and converted into unsecured and interest free Long Term Liabilities in and during last week.

We strongly recommend that our shareholders scrutinize the transactions as set out in detail in this OTCIQ filing. This also deals with other actions including but not limited to a new Class of “Super Voting” Preferred Stock and a possible substantial restricted “Class “A” Common Stock issuance.

A Link to this Filing for a detailed synopsis and our rationale: www.otcmarkets.com/file/company/financial-report/570152/content

To view all of Premier’s Regulatory Filings: https://www.otcmarkets.com/stock/PDIV/disclosure

All parties are in full agreement on all terms and are all awaiting upon the External Attorneys to both Premier and the other parties to complete the final drafts of these various Agreements; to that extent, we have been advised that all parties will be in receipt of the same on June 3, 2026. We confirm that these relate to Premier’s interests in the Lithium and Uranium Exploration Properties, namely “Hombre”, “Stonewall Flat” and “Silverpeak”.

If all parties are in receipt of the final revised draft Agreements from the external Attorneys by today, we are fairly confident that the same will be signed and filed on OTCIQ by end of this week. Any further delay from external Attorneys will result in the filing and consummation of these transactions by day(s).

Given the materiality of these pending transactions and in the amount of $110 million, we continue to advise our shareholders to exercise extreme caution in their dealings in our Common Stock, and until such time as all of these transactions have been filed, thereby placing our shareholders in a position to make appropriate investment and/or trading decisions.

ABOUT PREMIER:

Premier is in the business of Lithium and Uranium exploration in Nevada through “Silverpeak”, “Stonewall Flat” and “Hombre” encompassing some 3,800 acres. Premier has Rare Earth Exploration properties in New Mexico through “Gallinas Mountains”. In addition, we hold options over Oil & Gas Wells in Oklahoma. We now hold 49.99% the outstanding Common Stock of GNCC Capital, Inc. (OTC: GNCP), a Company engaged in the ownership of Gold and Silver Exploration Projects.

Forward-Looking Statements:

This press release may contain forward-looking statements. The words "believe," "expect," "should," "intend," "estimate," "projects," variations of such words and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not a forward-looking statement. These forward-looking statements are based upon the Company's current expectations and are subject to a number of risks, uncertainties and assumptions. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the important factors that could cause actual results to differ significantly from those expressed or implied by such forward-looking statements are risks that are detailed in the Company's filings, which are on file with the OTC Markets Group.

Contact Information:

Telephone: (702) 992- 0494

E Mail: corporate@premiergroupinc.us

Temporary Investor Relations Contact (Being replaced by an Investor Relations Firm):

E Mail: ir@premiergroupinc.us

Website: www.premiergroupinc.us (Final construction underway)

Social Media:

https://www.facebook.com/PremierGroupInc

https://x.com/PdivPremier

https://www.instagram.com/premier_investment_pdiv/

https://www.linkedin.com/company/premier-development-investment-inc


FAQ

What did Premier Development (OTC: PDIV) announce on June 3, 2026 about its liabilities?

Premier plans to capitalize at least $27 million of long-term liabilities and eliminate all short-term loans, totaling no less than $29 million. According to Premier, this will be done using unsecured, interest-free Preferred Stock that cannot convert for at least two years.

How will Premier Development’s new Preferred Stock structure affect PDIV investors?

Premier will issue unsecured, interest-free Preferred Stock that is non-convertible for at least two years. According to Premier, this structure is designed to capitalize liabilities while limiting near-term equity conversion, though it adds a new Preferred class alongside existing common stock.

What is the size of Premier Development’s pending $110 million transactions mentioned for PDIV?

Premier references pending transactions totaling about $110 million related to its lithium and uranium exploration properties. According to Premier, final draft agreements are expected from external attorneys, with signing and OTCIQ filing targeted by the end of the week, subject to any delays.

How much will Premier Development (PDIV) spend on Q2 2026 cash costs?

Premier expects about $1.1 million in Q2 cash costs for capex, professional fees, and extraordinary expenses. According to Premier, these expenditures occur alongside its liability capitalization and corporate restructuring activities disclosed for the quarter ending June 30, 2026.

What happened to Premier Development’s $6 million of convertible loan notes?

Premier cancelled $6 million of unsecured, interest-free aged convertible loan notes and converted them into unsecured, interest-free long-term liabilities. According to Premier, these notes were addressed last week and are part of its broader capital structure adjustments disclosed in recent filings.

Why is Premier Development advising PDIV shareholders to exercise extreme caution?

Premier urges extreme caution in trading its common stock until all material transactions are filed. According to Premier, the pending $110 million agreements and significant capital structure changes mean investors should wait for complete filings before making investment or trading decisions.

What governance changes is Premier Development planning for PDIV stockholders?

Premier is addressing a new class of super voting Preferred Stock and a possible substantial restricted Class “A” common stock issuance. According to Premier, details are in its OTCIQ filing, and these changes may affect voting power and the overall equity structure.