(TheNewswire)
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 previouslyannounced securities-for-debt transactions with AIP ConvertiblePrivate Debt Fund LP (“ AIP ”) and Arlington Capital LP(“ Arlington ”) pursuant to which the Company settled (i) $3,656,310 ofmaturing debt owing to AIP by the issuance to AIP of a total of243,754,000 common shares of the Company at a deemed price of $0.015per share and 243,754,000 common share purchase warrants (the“ AIP DebtSettlement ”) and (ii) $3,656,310 of maturingdebt owing to Arlington by the issuance to Arlington of a total of243,754,000 common shares of the Company at a deemed price of $0.015per share and 243,754,000 common share purchase warrants (the“ Arlington DebtSettlement ”). Each warrant is exercisable fora period of 60 months from the date of issuance at an exercise priceof $0.05 each.
“We believe in the future of Elixxer. The newleadership team, the growth of medical Cannabis and the potentiallegalization of recreational Cannabis in the EU will lead to greatsuccess. Reducing the debt on the balance sheet through equityconversion will position the Company to seek bigger and moreaggressive acquisitions in the coming months,” commented FerrasZalt, Portfolio Manager of Arlington Capital LP, and now Chairman andInterim CEO of Elixxer.
After giving effect to the AIP Debt Settlement and theArlington Debt Settlement, the Company has a total of approximately1,121,016,031 common shares issued and outstanding, with AIP holdingapproximately 26.67% on an undiluted basis and Arlington holdingapproximately 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 rapidlyexpanding in the EU. We believe that Elixxer’s other portfoliocompanies, such as Freia Farmaceutici, which are based in the EU, havea head start in medical cannabis in the EU and could be equally successful asLGP. Furthermore, these companies could have synergies with otherinvestments in AIP’s portfolio and business network which couldresult in significant value creation.”
The AIP Debt Settlement and the Arlington DebtSettlement have resulted in the creation of both AIP and Arlington asnew “Control Persons” (as such term is defined in the policies ofthe TSX Venture Exchange (the “ TSXV ”)) of the Company. In accordance withthe policies of the TSXV, the disinterested shareholders of theCompany overwhelmingly approved the AIP Debt Settlement, the ArlingtonDebt Settlement and the creation of new “Control Persons” in AIPand Arlington at the Company’s annual and special meeting ofshareholders held on June 15, 2021.
All of the securities issued pursuant to the AIP DebtSettlement and the Arlington Debt Settlement are subject to a holdperiod of four months and one day from the date of issuance.
The pricing of the common shares issuable pursuant tothe AIP Debt Settlement and the Arlington Debt Settlement is inreliance of the temporary relief measures established by the TSXV onApril 8, 2020, and extended by the TSXV on September 16, 2020 andDecember 15, 2020, providing for temporary relief measures to itsPolicy 4.3, lowering the minimum pricing from $0.05 to $0.01 per sharefor shares issued pursuant to a debt settlement where the market priceof an issuer’s shares is not greater than $0.05.
In connection with the AIP Debt Settlement, AIPacquired ownership, control or direction over common shares of theCompany requiring disclosure pursuant to the early warningrequirements of applicable securities regulation. Immediately priorto the AIP Debt Settlement, AIP had ownership of, or exercised controlor direction over, approximately 55,233,333 voting or equity shares ofthe Company. AIP acquired ownership of an additional 243,754,000common shares of the Company, representing approximately 21.74% of theCompany’s issued and outstanding common shares, and now holdsapproximately 26.67% of the issued and outstanding common shares ofthe Company.
The Company understands that AIP acquired theaforementioned securities for investment purposes and may, from timeto time and depending on market and other conditions and subject tothe requirements of applicable securities laws, acquire additionalcommon shares through market transactions, private agreements,treasury issuances or otherwise, or may, subject to the requirementsof applicable securities laws, sell all or some portion of the commonshares they own or control, or may continue to hold the commonshares.
In connection with the Arlington Debt Settlement,Arlington acquired ownership, control or direction over common sharesof the Company requiring disclosure pursuant to the early warningrequirements of applicable securities regulation. Immediately priorto the Arlington Debt Settlement, Arlington had ownership of, orexercised control or direction over, approximately 104,000,000 votingor equity shares of the Company. Arlington acquired ownership of anadditional 243,754,000 common shares of the Company, representingapproximately 21.74% of the Company’s issued and outstanding commonshares, and now holds approximately 31.02% of the issued andoutstanding common shares of the Company.
The Company understands that Arlington acquired theaforementioned securities for investment purposes and may, from timeto time and depending on market and other conditions and subject tothe requirements of applicable securities laws, acquire additionalcommon shares through market transactions, private agreements,treasury issuances or otherwise, or may, subject to the requirementsof applicable securities laws, sell all or some portion of the commonshares 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 InsiderReporting Issues of the Canadian SecuritiesAdministrators, which also requires early warning reports to be filedwith the applicable securities regulators containing additionalinformation with respect to the foregoing matters. Copies of theearly warning reports will be filed by AIP and Arlington in accordancewith applicable securities laws and will be available on theCompany’s issuer profile on SEDAR at www.sedar.com .
About Elixxer Ltd. ( www.Elixxer.com )
Elixxer is a Canadian public company listed on the TSXVenture Exchange (TSX-V: ELXR) and the US OTC-QB exchange (OTCQB:ELIXF).
Through its partners, Elixxer presently has significantinterests in Australia, Jamaica, Switzerland, Italy and Canada.
For further information pleasecontact:
Ferras Zalt, Chairman and Interim CEO: +44 20 74096680; f erras @elixxer.com
Caution Regarding PressReleases
Neither the TSX Venture Exchange norits Regulation Service Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
Notice Regarding Forward LookingStatements
This press release may contain forward-lookingstatements with respect to Elixxer and its operations, strategy,investments, financial performance and condition. These statements cangenerally be identified by use of forward-looking words such as“may”, “will”, “expect”, “estimate”, “anticipate”,“intends”, “believe” or “continue” or the negative thereofor similar variations. The actual results and performance of Elixxercould differ materially from those expressed or implied by suchstatements. Such statements are qualified in their entirety by theinherent risks and uncertainties surrounding future expectations. Someimportant factors that could cause actual results to differ materiallyfrom expectations include, among other things, general economic andmarket factors, competition, government regulation and the factorsdescribed under “Risk Factors and Risk Management” in Elixxer’smost recent Management’s Discussion and Analysis filed on SEDAR(www.sedar.com). The cautionary statements qualify all forward-lookingstatements attributable to Elixxer and persons acting on its behalf.Unless otherwise stated, all forward- lookingstatements speak only as of the date of this press release, andElixxer has no obligation to update such statements, except to theextent required by applicable securities laws.
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