Elixxer Ltd. announcement of revised debt settlement transactions


MONTREAL, March 02, 2021 (GLOBE NEWSWIRE) – Elixxer Ltd. (the “company” Where “Elixir”) (TSX-V: ELXR and OTC-QB: ELIXF) announces revised terms of its proposed debt settlement transactions. The Company proposes to settle a total of $ 8,568,333 of the Company’s debt through the issuance of securities.

The debt to be settled includes $ 3,964,826, including interest and charges, owed to AIP Convertible Private Debt Fund LP (“AIP“) under a loan agreement dated November 8, 2019 (the”AIP Debt“). The Company proposes to settle the debt of AIP by issuing to AIP a total of 198,241,300 common shares at a deemed issue price of $ 0.02 per share and 198,241,300 common share purchase warrants (the “AIP Debt Settlement“). Each warrant will be exercisable for a period of 60 months from the date of issue at an exercise price of $ 0.05 each. AIP currently holds 55,233,333 common shares and 35,000,000 common share purchase warrants of the Company. The settlement of AIP’s debt will result in AIP becoming a “controlling person” of Elixxer. Upon completion of the debt settlement of AIP alone, AIP would hold 253,474,633 common shares and 233,241,300 common share purchase warrants of the Company, representing approximately 30.47% of the issued and outstanding common shares of the Company. Company on an undiluted basis and 45.70% on a partially diluted basis. As such, the settlement of the debt of the PIA as proposed is subject to obtaining by the Company the approval of the shareholders, which will be requested at the next annual and special meeting of the shareholders of the Company.

The Company also proposes to settle a total of $ 4,603,507, including interest and fees, owed to Arlington Capital LP (“Arlington“) under a loan agreement dated August 29, 2019 (the”Arlington Debt“). The Company proposes to settle the debt of Arlington by issuing to Arlington a total of 230,175,350 common shares at a deemed issue price of $ 0.02 per share and 230,175,350 common share purchase warrants (the “Arlington Debt Settlement“). Each warrant will be exercisable for a period of 60 months from the date of issue at an exercise price of $ 0.05 each. The Arlington debt settlement will result in Arlington becoming a “controlling person” of Elixxer. Upon completion of the Arlington debt settlement alone, Arlington would hold 334,175,350 common shares and 230,175,350 common share purchase warrants, representing approximately 38.69% of the issued and outstanding common shares of the Company on a undiluted basis and 51.59% on a partially diluted basis. As such, the settlement of Arlington’s debt as proposed is subject to the Company obtaining shareholder approval, which will be sought at the next annual and special meeting of shareholders of the Company. The settlement of the Arlington debt also constitutes a “related party transaction” as that term is defined in Regulation 61-101 respecting the Protection of Minority Security Holders in Special Transactions. The Company avails itself of the exemption from the valuation requirement under subsection 5.5 (b) of NI 61-101 since the securities of the Company are not listed or listed on any listed stock exchanges.

Upon completion of the AIP Debt Settlement and Arlington Debt Settlement, the Company would have approximately 1,061,924,681 common shares issued and outstanding, (i) AIP owning approximately 23.87% on an unpaid basis. diluted and approximately 37.58% on a partially diluted basis; and (ii) Arlington holding approximately 31.47% on an undiluted basis and approximately 43.68% on a partially diluted basis. At the end of the two settlements, AIP and Arlington will be entitled to appoint two members to Elixxer’s board of directors, with at least two other members being independent.

The price of the Common Shares issuable under the Debt Settlements is based on the Temporary Relief Measures established by the TSX Venture Exchange (the “TSXV”) On April 8, 2020 (and extended on September 16 and December 15, 2020) providing for temporary relief measures from its policy 4.3, lowering the minimum price from $ 0.05 to $ 0.01 per share for shares issued in under a debt settlement when the market price of an issuer’s shares is not more than $ 0.05. The price of the Company’s common shares at the close of business on March 1, 2021 was $ 0.02.

Completion of the AIP Debt Settlement and Arlington Debt Settlement as proposed is, in each case, subject to (i) the conclusion of definitive agreements; (ii) the approval of TSXV; and (iii) shareholder approval as indicated above. All securities issued under the AIP Debt Settlement Settlement and Arlington Debt Settlement will be subject to a four month and one day hold period from the date of issue.

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 Stock Exchange (OTCQB: ELIXF).

Through its partners, Elixxer currently holds significant interests in Australia, Jamaica, Switzerland, Italy and Canada.

For more information, please contact:

Ferras Zalt, Interim Chairman and CEO: [email protected]

Neither the TSX Venture Exchange nor its Regulation Services 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 regarding Elixxer and its operations, strategy, investments, financial performance and condition. These statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intend”, “believe” or “Continue” or the negative of these. or similar variations. Elixxer’s actual results and performance 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. Certain important factors that could cause actual results to differ materially from expectations include, among others, general economic and market factors, competition, government regulations and the factors described under “Risk Factors and Risk Management” in Elixxer’s most recent MD&A filed on SEDAR (www.sedar.com). Cautionary statements qualify all forward-looking statements attributable to Elixxer and persons acting on its behalf. Unless otherwise indicated, 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.


Naomi C. Amerson