Elixxer Ltd. Announces Amended Secured Loan with AIP Convertible Private Debt Fund LP

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Montreal, Quebec–(Newsfile Corp. – February 22, 2022) – Elixxer Ltd. (TSXV:ELXR) (OTCQB:ELIXF) (“Elixir“or the”Company) is pleased to announce that it has entered into an agreement with AIP Convertible Private Debt Fund LP (“AIP“) to modify its existing secured loan with AIP (the “To lend“). As a result of the amendments, the principal amount of the loan will increase to $8 million, and an additional $4 million will be paid to the Company (the “Additional disbursement“). The amended Loan: (i) will have a maturity of 24 months from the closing date of the Additional Disbursement; (ii) will continue to bear interest at the rate of 17% per annum; and (iii) will continue to be guaranteed by a general surety agreement on the assets of the Company in favor of AIP.

Upon closing of the additional disbursement, the Company will pay AIP (i) a service fee of $200,000; (ii) closing costs of $250,000; and (iii) due diligence costs of $75,000. Upon approval by the TSX Venture Exchange (the “TSXV“), AIP will also receive a bonus of 643,518 common shares (the “Bonus actions“) of the Company at a deemed issue price of $1.08 per share, representing 20% ​​of the net amount of the additional disbursement.

The Company intends to use the proceeds of the amended loan for working capital purposes and to pursue future investments. The closing of the amended loan and the issuance of the free shares remain subject to the conclusion of the definitive documentation and the acceptance of the TSXV.

The Amended Loan and the issuance of the Free Shares will constitute related party transactions under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as an AIP currently holding more than 10% of the outstanding voting securities of the Company. With respect to the amended loan and the issuance of the free shares, the Company will rely on the exemption of the formal valuation requirement contained in section 5.5(b) of NI 61-101, as none of the Company’s shares are traded on the listed exchanges.With respect to the Amended Loan, the Company will rely on the minority shareholder approval exemption contained in section 5.7(1)(f) of Regulation 61.-101 given that the amended loan is on reasonable terms that are no less favorable to the Company than s ‘it had to be obtained from an arm’s length party, and the amended loan is not convertible into or repayable by the issuance of voting shares of With respect to the issuance of bonus shares , the company will rely on the minority shareholder approval exemption ires contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the free shares does not exceed 25% of the market capitalization of the Company determined under MI 61-101.

Further details will be included in a material change report to be filed by the Company. The material change report cannot be filed more than 21 days before the closing of the final documentation relating to the amended loan and the issuance of the free shares due to the timing of the announcement and the expected closing of the announcement. .

About Elixxer Ltd. (www.Elixxer.com)

Elixxer is a Canadian public company listed on the TSX Venture Exchange (TSXV: ELXR) and the United States OTC-QB Exchange (OTCQB: ELIXF).

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

For more information, please contact:

Ferras Zalt, Acting President and CEO: +44 20 7409 6680; [email protected]

Caution regarding press releases

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 their negative or similar variants. Elixxer’s actual results and performance could differ materially from those expressed or implied by such statements. These statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from expectations include, among others, general economic and market factors, competition, government regulation and the factors described under “Risk Factors and Risk Management”. in Elixxer’s most recent MD&A 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 undertakes no obligation to update such statements except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/114432

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