MONTRÉAL, June 28, 2021 - The Newswire - Elixxer Ltd. (TSX-V: ELXR) (OTC-QB: ELIXF) (“Elixxer” or the “Company) is pleased to announce that it has closed its previously announced securities-for-debt transactions with AIP Convertible Private Debt Fund LP (“AIP”) and Arlington Capital LP (“Arlington”) pursuant to which the Company settled (i) $3,656,310 of maturing debt owing to AIP by the issuance to AIP of a total of 243,754,000 common shares of the Company at a deemed price of $0.015 per share and 243,754,000 common share purchase warrants (the “AIP Debt Settlement”) and (ii) $3,656,310 of maturing debt owing to Arlington by the issuance to Arlington of a total of 243,754,000 common shares of the Company at a deemed price of $0.015 per share and 243,754,000 common share purchase warrants (the “Arlington Debt Settlement”). Each warrant is exercisable for a period of 60 months from the date of issuance at an exercise price of $0.05 each.

“We believe in the future of Elixxer. The new leadership team, the growth of medical Cannabis and the potential legalization of recreational Cannabis in the EU will lead to great success. Reducing the debt on the balance sheet through equity conversion  will position the Company to seek bigger and more aggressive acquisitions in the coming months,” commented Ferras Zalt, Portfolio Manager of Arlington Capital LP, and now Chairman and Interim CEO of Elixxer.

After giving effect to the AIP Debt Settlement and the Arlington Debt Settlement, the Company has a total of approximately 1,121,016,031 common shares issued and outstanding, with AIP holding approximately 26.67% on an undiluted basis and Arlington holding approximately 31.01% on an undiluted basis.  

AIP’s Portfolio Manager, Jay Bala, CFA, added “Elixxer was an early investor in Little Green Pharma (LGP:ASX) which today has a market cap of over $140 million and rapidly expanding in the EU. We believe that Elixxer’s other portfolio companies, such as Freia Farmaceutici, which are based in the EU, have a head start in medical cannabis in the EU and could be equally successful as LGP. Furthermore, these companies could have synergies with other investments in AIP’s portfolio and business network which could result in significant value creation.”

The AIP Debt Settlement and the Arlington Debt Settlement have resulted in the creation of both AIP and Arlington as new “Control Persons” (as such term is defined in the policies of the TSX Venture Exchange (the “TSXV”)) of the Company.  In accordance with the policies of the TSXV, the disinterested shareholders of the Company overwhelmingly approved the AIP Debt Settlement, the Arlington Debt Settlement and the creation of new “Control Persons” in AIP and Arlington at the Company’s annual and special meeting of shareholders held on June 15, 2021.  

All of the securities issued pursuant to the AIP Debt Settlement and the Arlington Debt Settlement are subject to a hold period of four months and one day from the date of issuance.

The pricing of the common shares issuable pursuant to the AIP Debt Settlement and the Arlington Debt Settlement is in reliance of the temporary relief measures established by the TSXV on April 8, 2020, and extended by the TSXV on September 16, 2020 and December 15, 2020, providing for temporary relief measures to its Policy 4.3, lowering the minimum pricing from $0.05 to $0.01 per share for shares issued pursuant to a debt settlement where the market price of an issuer’s shares is not greater than $0.05.  

In connection with the AIP Debt Settlement, AIP acquired ownership, control or direction over common shares of the Company requiring disclosure pursuant to the early warning requirements of applicable securities regulation.  Immediately prior to the AIP Debt Settlement, AIP had ownership of, or exercised control or direction over, approximately 55,233,333 voting or equity shares of the Company. AIP acquired ownership of an additional 243,754,000 common shares of the Company, representing approximately 21.74% of the Company’s issued and outstanding common shares, and now holds approximately 26.67% of the issued and outstanding common shares of the Company.

The Company understands that AIP acquired the aforementioned securities for investment purposes and may, from time to time and depending on market and other conditions and subject to the requirements of applicable securities laws, acquire additional common shares through market transactions, private agreements, treasury issuances or otherwise, or may, subject to the requirements of applicable securities laws, sell all or some portion of the common shares they own or control, or may continue to hold the common shares.

In connection with the Arlington Debt Settlement, Arlington acquired ownership, control or direction over common shares of the Company requiring disclosure pursuant to the early warning requirements of applicable securities regulation.  Immediately prior to the Arlington Debt Settlement, Arlington had ownership of, or exercised control or direction over, approximately 104,000,000 voting or equity shares of the Company. Arlington acquired ownership of an additional 243,754,000 common shares of the Company, representing approximately 21.74% of the Company’s issued and outstanding common shares, and now holds approximately 31.02% of the issued and outstanding common shares of the Company.

The Company understands that Arlington acquired the aforementioned securities for investment purposes and may, from time to time and depending on market and other conditions and subject to the requirements of applicable securities laws, acquire additional common shares through market transactions, private agreements, treasury issuances or otherwise, or may, subject to the requirements of applicable securities laws, sell all or some portion of the common shares they own or control, or may continue to hold the common shares.    

This portion of this news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related and Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires early warning reports to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters.  Copies of the early warning reports will be filed by AIP and Arlington in accordance with applicable securities laws and will be available on the Company’s issuer profile on SEDAR at www.sedar.com.

About Elixxer Ltd. (www.Elixxer.com)

Elixxer is a Canadian public company listed on the TSX Venture Exchange (TSX-V: ELXR) and the US OTC-QB exchange (OTCQB: ELIXF).

Through its partners, Elixxer presently has significant interests in Australia, Jamaica, Switzerland, Italy and Canada.

For further information please contact: 

Ferras Zalt, Chairman and Interim CEO: +44 20 7409 6680; ferras@elixxer.com 

Caution Regarding Press Releases

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Notice Regarding Forward Looking Statements

This press release may contain forward-looking statements with respect to Elixxer and its operations, strategy, investments, financial performance and condition. These statements can generally be identified by use of forward-looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations. The actual results and performance of Elixxer could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Some important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, government regulation and the factors described under “Risk Factors and Risk Management” in Elixxer’s most recent Management’s Discussion and Analysis filed on SEDAR (www.sedar.com). The cautionary statements qualify all forward-looking statements attributable to Elixxer and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release, and Elixxer has no obligation to update such statements, except to the extent required by applicable securities laws.