Elixxer Ltd. Corporate Update

Montreal, Quebec--(Newsfile Corp. - November 17, 2022) - Elixxer Ltd. (TSXV: ELXR) ("Elixxer" or the "Company") announces that it is continuing its discussions with regard to a potential acquisition which have been ongoing since May of this year. Changes in the deal structure as well as delays in the completion of the audit have resulted in numerous setbacks in coming to final terms. In the interim, the Company has also been considering other potential opportunities in industries unrelated to cannabis. However, there is no acquisition agreement in place and no certainty that the Company will conclude any such agreement.

In addition, the Company wishes to announce that it has finalized the terms of an agreement with AIP Asset Management Inc. on behalf of AIP Convertible Private Debt Fund LP ("AIP") in connection with M&A advisory services that AIP has been providing since November 2021 to identify and evaluate potential transactions as well and has been assisting the Corporation with structuring and due diligence with regards to these transactions. The agreement calls for a monthly work fee retainer of $75,000 payable in cash since the beginning of the engagement agreement which will terminate on the earlier of November 2023 or three months from the date that either party hereto provides written notice to that effect. The agreement may be extended for an additional period of twelve (12) months.

AIP, together with the AIP Convertible Private Debt Fund LP hold approximately 32.01% of the issued and outstanding common shares of the Company and as such are related parties within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and minority approval requirements of MI 61-101 in respect of the agreement for M&A advisory services contained in Sections 5.5(b) and 5.7(1)(a), respectively of MI 61-101. However, this agreement does require and remains subject to the approval of the TSX Venture Exchange.

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).

For further information please contact:

Ferras Zalt, Chairman and Interim CEO: ferras@elixxer.com
+44 779 552 2331

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 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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/144691

info