Closing securities-for-debt transactions will enable Elixxer to benefit from medical cannabis in the EU and elsewhere

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MONTRÉAL, June 28, 2021 – The Newswire – Elixxer Ltd. (TSX-V: ELXR) (OTC-QB: ELIXF) (“elixir” or the “Companies) is pleased to announce that it has completed its previously announced securities transactions with AIP Convertible Private Debt Fund LP (“AIP“) And Arlington Capital LP (“Arlington“), According to which the Company has paid (i) $ 3,656,310 of the debt due to AIP by issuing a total of 243,754,000 common shares of the Company at an assumed price of $ 0.015 per share and 243,754,000 common stock purchase warrants to AIP (the”AIP debt settlement“) And (ii) $ 3,656,310 in liabilities due to Arlington through the issuance of a total of 243,754,000 common shares of the Company to Arlington at an assumed price of $ 0.015 per share and 243,754,000 common stock purchase warrants (the”Arlington debt settlement“). Each warrant is exercisable for a period of 60 months from the date of issue at an exercise price of $ 0.05 each.

“We believe in the future of Elixxer. The new leadership team, the growth of medicinal cannabis and the potential legalization of recreational cannabis in the EU will lead to great success. Reducing balance sheet debt through equity conversion will enable the company to pursue larger, more aggressive acquisitions in the months ahead, ”commented Ferras Zalt, Portfolio Manager of Arlington Capital LP and now Chairman and Interim CEO of Elixxer.

After the AIP Debt Settlement and Arlington Debt Settlement become effective, the company has a total of approximately 1,121,016,031 common shares issued and outstanding, with AIP holding approximately 26.67% basic and Arlington holding approximately 31.01% basic.

AIP 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 is expanding rapidly in the EU. We believe that Elixxer’s other portfolio companies, such as B. Freia Farmaceutici, based in the EU, have a head start in medical cannabis in the EU and could be as successful as LGP. In addition, these companies could have synergies with other investments in AIP’s portfolio and business network, which could result in significant value creation. ”

The AIP Settlement and Arlington Settlement have resulted in the creation of AIP and Arlington as new “Controllers” (as that term is defined in the policies of the TSX Venture Exchange (the “TSXV“)) of the company. In accordance with the guidelines of the TSXV, the company’s disinterested shareholders overwhelmingly voted for the AIP Settlement, the Arlington Settlement, and the creation of new” Controllers “at AIP and Arlington at the Annual and Special Meeting of Shareholders of the company on June 15, 2021.

All securities issued under 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 issue.

The pricing of the common shares to be issued under the AIP Debt Settlement and the Arlington Debt Settlement is based on 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, which provides temporary relief measures to its Guideline 4.3, which lowers the minimum price from $ 0.05 to $ 0.01 per share for shares issued under a debt settlement where the market price of an issuer’s shares does not exceed 0 .05 USD is.

In connection with AIP’s debt settlement, AIP acquired ownership, control, or control of common stock in the company, which must be disclosed in accordance with the early warning requirements of applicable securities regulations. Immediately prior to AIP’s debt settlement, AIP owned or controlled or directed approximately 55,233,333 voting or equity interests in the company. AIP acquired ownership of an additional 243,754,000 common shares in the company, representing approximately 21.74% of the company’s issued and outstanding common shares, and now owns approximately 26.67% of the company’s issued and outstanding common shares.

The Company acknowledges that AIP has acquired the above securities for investment purposes and from time to time and subject to market and other conditions and subject to the requirements of applicable securities laws, AIP may or may not purchase additional common shares through market transactions, private arrangements, treasury issues, or sell, subject to the requirements of applicable securities laws, all or any portion of the common stock they hold or control, or continue to hold the common stock.

In connection with Arlington’s debt settlement, Arlington acquired ownership, control, or control of common stock in the Company which is required to be disclosed under the early warning requirements of applicable securities regulations. Immediately prior to the Arlington settlement, Arlington owned or controlled approximately 104,000,000 voting shares in the company. Arlington acquired ownership of an additional 243,754,000 common shares in the company, representing approximately 21.74% of the company’s issued and outstanding common stock, and now holds approximately 31.02% of the company’s issued and outstanding common shares.

The Company acknowledges that Arlington has acquired the above securities for investment purposes and from time to time and subject to market and other conditions and subject to the requirements of applicable securities laws, Arlington may or may not purchase additional common shares through market transactions, private arrangements, treasury issues, or sell, subject to the requirements of applicable securities laws, all or any portion of the common stock they hold or control, or continue to hold the common stock.

This part of this press release is published in accordance with National Instrument 62-103 – The Early Warning System and related issues and issues with takeover bids and insider reports the Canadian Securities Administration, which also requires filing early warnings with the appropriate securities regulators with additional information regarding the above matters. Copies of the early warning reports are filed by AIP and Arlington in accordance with applicable securities laws and are 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).

Elixxer currently has significant holdings in Australia, Jamaica, Switzerland, Italy and Canada through its partners.

For more information please contact:

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

Be careful with press releases

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

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain forward-looking statements regarding Elixxer and its business, strategy, investments, financial performance and condition. These statements can generally be identified by forward-looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intend”, “believe” or “continue” or the negatives of these or similar variations. Actual results and performance of Elixxer could differ materially from those expressed or implied in such statements. Such statements are limited in their entirety by the inherent risks and uncertainties about future expectations. Some important factors that could cause actual results to differ materially from expectations include, but are not limited to, general economic and market factors, competition, government regulation, and the factors set out under “Risk Factors and Risk Management” in Elixxer’s latest management discussion Analysis are described on SEDAR (www.sedar.com). The cautionary statements qualify all forward-looking statements attributed to Elixxer and persons acting on their behalf. Unless otherwise noted, all forwardThese statements speak only as of the date of this press release, and Elixxer undertakes no obligation to update such statements except as required by applicable securities laws.

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