Montreal, Quebec–(Newsfile Corp. – February 22, 2022) – Elixxer Ltd. (TSXV: ELXR) (OTCQB: ELIXF) (“Elixxer” or the “Company) is pleased to announce that it has entered into an agreement with AIP Convertible Private Debt Fund L.P. (“AIP“) to amend its existing secured loan with AIP (the “Loan“). Further to the amendments, the principal amount of the Loan will increase to $8 million, with an additional $4 million being disbursed to the Company (the “Additional Disbursement“). The amended Loan will: (i) have a maturity of 24 months from the date of closing of the Additional Disbursement; (ii) continue to bear interest at the rate of 17% per annum; and (iii) continue to be secured by a general security agreement on the assets of the Company in favour of AIP.
On closing of the Additional Disbursement, the Company will pay to AIP (i) a facility fee of $200,000; (ii) a closing fee of $250,000; and (iii) a due diligence fee of $75,000. Upon approval of the TSX Venture Exchange (the “TSXV“), AIP shall also receive a bonus of 643,518 common shares (the “Bonus Shares“) 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 from the amended Loan for working capital purposes and to pursue future investments. Closing of the amended Loan and the issuance of the Bonus Shares remain subject to the entering into of definitive documentation and acceptance of the TSXV.
The amended Loan and the issuance of the Bonus Shares will constitute related-party transactions under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as AIP currently holders more than 10% of the outstanding voting securities of the Company. In respect of the amended Loan and the issuance of the Bonus Shares, the Company will rely on the exemption from the formal valuation requirement contained in Section 5.5(b) of MI 61-101 as none of the Company’s shares trade on the enumerated exchanges. In respect of the amended Loan, the Company will rely on the exemption from minority shareholder approval contained in Section 5.7(1)(f) of MI 61-101 as the amended Loan is on reasonable terms that are no less advantageous to the Company than if it were to be obtained from an arm’s length party, and the amended Loan is not convertible into or repayable by the issuance of equity of voting securities of the Company. In respect of the issuance of the Bonus Shares, the Company will rely on the exemption from minority shareholder approval contained in Section 5.7(1)(a) of MI 61-101 in that the fair market value of the Bonus Shares does not exceed 25% of the Company’s market capitalization as 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 may not be filed more than 21 days prior to the entering into of the definitive documentation in respect of the amended Loan and the issuance of the Bonus Shares due to the timing of the announcement and the anticipated closing thereof.
About Elixxer Ltd. (www.Elixxer.com)
Elixxer is a Canadian public company listed on the TSX Venture Exchange (TSXV: 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; [email protected]
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.
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