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Premier Development & Investment, Inc. - Clarification Of Our Investment In GNCC Capital, Inc. And Our 2020 Planning

December 18, 2019 GMT

LAS VEGAS, Dec. 18, 2019 /PRNewswire/ -- Premier Development & Investment, Inc. (OTC: PDIV) (“The Company” or “Premier”) announces its intentions in respect of its majority shareholding and investments in GNCC Capital, Inc. (OTC: GNCP) (“GNCP”); as follows:

Premier, to date, has acquired 15 billion shares of GNCP Voting Common Stock at a price of $0.0001 per share; representing 41.78% of GNCP’s outstanding Voting Common Stock. In addition, Premier has acquired a total amount of $16,952,016 GNCP Series “A,” “B” and “C” Non-Voting Convertible Preferred Stock; convertible at a 50% discount to GNCP’s trading price. Premier has committed a total sum in the amount of $35,404,032 in the acquisition of these interests in GNCP. The cost of these investments in GNCP are being capitalized through the issuance of a new Premier Convertible Preferred Stock; these being interest free and cannot be converted for a period of not less than two years from the date of their issuance; thereby preserving Premier’s current Capital Structure..

Premier is preparing a very comprehensive “Management Discussion & Analysis Report” setting out its rationale for this sizeable investment and as to how we intend to maximize value and returns for our shareholders and for the GNCP shareholders. This will be made publicly available within the next few days.

Premier is treating its holdings in GNCP solely as an investment. Premier acquired its interests in GNCP at the lowest possible price and its Directors are of the belief that GNCP’s market capitalization and its stock price should in theory, enhance in value; creating a win-win situation for both the Premier and GNCP shareholders. After much thought, careful planning and over a number of months of deliberation, Premier made this investment in GNCP, as in the opinion of its Directors; GNCP is undervalued and this investment could well result in a very substantial profit for our shareholders; and is also to the benefit of the GNCP shareholders.

Premier conservatively does not expect to hold its investment in GNCP for more than two years; however we are fairly optimistic that we could shorten this period very substantially. The Directors wish to stress that any transactions between Premier and GNCP will be entered into “arm’s length” transactions in order to avoid a conflict of interest. Premier’s holding in GNCP is an investment seeking to maximize returns for Premier’s shareholders. Naturally, whatever benefits Premier shareholders in respect of their investment in GNCP, will be of similar benefit to the GNCP shareholders.

A few key points in respect of Premier’s investment in GNCP:-

Premier already holds Mining Exploration interests in Rare Earths with GNCP holding Mining Exploration interests in Gold and Silver interests. The Directors of both Premier and GNCP are the same individuals whom have decades of experience and expertise in the business of Mining Exploration; and have access to necessary and required professional mining expertise.

Premier shall treat its investments in GNCP as a “partnership” between the companies and will Joint Venture and fund GNCP in order to maximize the value of GNCP’s Mining Exploration Interests with the goal of either selling GNCP as a whole or through the sale of the GNCP Mining Exploration Interests (resulting in cash dividends). Premier has had the ability to convert all or part of its shares of GNCP Convertible Preferred Stock, thereby resulting in Premier holding some 99% of GNCP’s Voting shares of Common Stock. It was decided not to deploy such a dilution of GNCP shareholders and to remain with the now decided strategy of the “win-win scenario” thereby benefiting the Premier shareholders as well as the shareholders of GNCP. We decided that this type of “scorched earth tactic” would be detrimental to the GNCP share price and was not therefore in the best interests of Premier’s shareholders.

To that end: Premier is entering into an agreement whereby Premier will not dilute GNCP shareholders. Premier will not sell, cede, assign, pledge or alienate any of its shares of GNCP Common Stock or its shares of GNCP Series “A,” “B” and “C” Convertible Preferred Stock; and for a period of 2 (Two) years*(Note 1). Premier will not permit any Reverse Split of GNCP’s outstanding shares of Common Stock as this would be detrimental to Premier’s interests as well as those of the GNCP shareholders.

*Note 1: In the event of a sale of either GNCP or a sale of GNCP’s Mining Exploration Interests; then and only then would Premier be permitted to sell its GNCP shares and to convert its Preferred Stock.

Premier has no intentions at this time to acquire GNCP. Premier does not intend to increase its voting control of GNCP in excess of 49.9% of GNCP’s outstanding shares of Common Stock. Premier will not issue shares of its Common Stock (unless for cash) as we are determined to preserve and protect Premier’s current capital structure. However, Premier will seek to increase its shareholding in GNCP to some 49.9% of GNCP’s shares of voting outstanding shares of Common Stock; solely in order to protect Premier’s investment and its stated objectives in respect of its plans to unlock value in GNCP and for the benefit of both Premier and GNCP’s shareholders.

Premier’s capital structure is unique thereby allowing it to raise cash and to make stock based acquisitions. Premier has access to loan funding. Premier is aware of the float in GNCP and is weighing up solutions which could result in either a loan to GNCP to fund a GNCP Share Repurchase Program or for Premier to directly acquire GNCP shares in the open market; dependent upon the trading price of GNCP shares from time to time. This will only be effected if it is of benefit to Premier shareholders; and therefore to those of the GNCP shareholders. In the opinion of the Directors, GNCP does not have the capabilities to borrow funds nor to maximize the value of its Mining Exploration Interests; hence this symbiotic relationship which will serve the interests of both the Premier and GNCP shareholders. Premier as of today, has a market capitalization of some 65x the size of GNCP; at Premier’s 52 week high share price, its market capitalization was some 110x the size of GNCP.

Premier views GNCP as a focused and now debt free company after having completely extracted itself from all of the Cannabis investments made in 2019; and with no loss to GNCP shareholders. Premier having acquired a large majority of the issued GNCP Convertible Preferred Stock; removes the threat of GNCP Preferred Stockholders converting into shares of GNCP Common Stock; and at massive discounts. GNCP having eliminated the Dividends being paid to their Preferred Stockholders translates into no further reductions in GNCP’s Shareholders Equity. The accumulated losses in GNCP are very substantial thereby eliminating all or most potential taxable gains from a disposal of its Mining Exploration assets.

GNCP having terminated planned sales of its Mining Exploration interests was fortuitous given that in the past year, the price of Gold has moved from $1,249 to $1,475 reaching an intra-year high of $1,551; similarly the price of Silver has moved from $14.64 to $17.03; reaching an intra-year high of $19.57. That in itself has added significant value to GNCP. Your Directors, in their opinion, remain cautiously bullish on both of Gold and Silver prices for 2020.


Premier is focused on being PINK CURRENT on the OTC Markets; a process that will be completed within the first week of January, 2020. We have elected to include the Financial Reports coupled with the required extensive Disclosure Statements which will be very detailed and will also now be including the Annual Report for the period ending December 31, 2019. Our immediate plans include the maximization of value of our GNCP investments, the extraction of value for our existing assets as well as the acquisition of businesses, which, upon consummation, will result in revenues, cash flow and profits for Premier; these will serve to meet our desire to diversify Premier into other pre-determined Industry Sectors. Premier may possibly acquire shareholder control of another OTC Market quoted specialized Mining Exploration Company and very likely upon similar terms as was done with our GNCP investment. It is confirmed that the Futures Trading operations previously undertaken by GNCP for a short period of time will now be transferred to Premier; given Premier’s ability to make the necessary capital available as is required to achieve meaningful dollar and percentage returns on that capital deployed.

At this time, the investments in GNCP account for Premier’s second single largest investment. It is envisaged that given our aggressive planning for 2020, we expect our GNCP investment to be our fifth largest investment by end of Q2 of 2020. Premier’s Directors stress that this GNCP investment was opportunistic and in no way impedes Premier’s ambitious plans to achieve certain long standing investment and acquisition goals solely designed to achieve a diversified and profitable Premier. Premier will in no way become over invested in Mining Exploration and will move swiftly to ensure our diversification and profitability. Premier confirms that all profits from its investments in GNCP, upon their realization will be redeployed by Premier to further accelerate its growth trajectory.

Premier is now completing its web site and social media platforms in order for investors and shareholders to gain additional insights into the Company. Premier will from the beginning of January 2020, become very engaged with its shareholders as it commences upon an ambitious growth trajectory.

In conclusion, Premier intends to utilize its capital structure and borrowing facilities to make a number of fairly aggressive pre-planned acquisitions in 2020.

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.

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SOURCE Premier Development & Investment, Inc.