ELIXXER LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three and nine months ended September 30, 2021 and 2020

As at November 25, 2021

Management's Discussion and Analysis

For the three and nine months ended September 30, 2021 and 2020

As at November 25, 2021

The following management's discussion and analysis ("MD&A") of the results of operations and financial condition of Elixxer Ltd. ("Elixxer" or the "Company") covers the three and nine months ended September 30, 2021 and 2020. It should be read in conjunction with the accompanying unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2021 and 2020.

The unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2021 and 2020 have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are expressed in Canadian dollars unless otherwise noted. Certain dollar amounts in this MD&A are expressed in United States dollars ("USD"), Australian dollars ("AUD"), Euros ("EUR") and Swiss Franc ("CHF").

Forward-Looking Statements

Certain of the information contained in this MD&A may contain "forward-looking statements". Forward-looking statements may include, among others, statements regarding the Company's future plans, costs, objectives or economic performance, or the assumptions underlying any of the foregoing. In this MD&A, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate", "seek", "forecast" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether such future performance will be achieved. Forward- looking statements are based on information available at the time and/or management's good faith belief with respect to future events and are subject to known or unknown risks, uncertainties and other unpredictable factors, many of which are beyond the Company's control. These risks and uncertainties include, but are not limited to, those described under the heading "Risk Factors and Risk Management" in this MD&A and could cause actual events or results to differ materially from those projected in any forward-looking statements. The Company does not intend, nor does it undertake any obligation, to update or revise any forward-looking statements contained in this MD&A to reflect subsequent information, events or circumstances or otherwise, except if required by applicable law.

Overview

Elixxer was incorporated under the Canada Business Corporations Act on July 9, 2004. Elixxer is a publicly listed company, and its common shares are listed on the TSX Venture Exchange ("TSX-V") under the symbol "ELXR" ("LG" prior to August 6, 2019, "QBA" prior to September 18, 2017 and "KWC.H" prior to July 12, 2016).

The registered office of the Company is at 1100 Boulevard Rene- Levesque Ouest Suite 700, Montreal, Québec, Canada.

The Company, and its wholly owned subsidiaries LGC Finance Limited ("LGC BVI"), LGC Capital EU OU ("LGC Estonia") and LGC Capital Spain, S.L. ("LGC Spain"), are collectively referred to as the "Company" in this MD&A.

Going Concern Uncertainty

These condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. The use of these principles may not be appropriate.

To date, the Company has not earned significant revenues and is considered to be in the development stage. Operating and administration expenditures comprise a significant portion of the Company's activities. Investing in the legal cultivation and production of cannabis products is highly speculative and involves inherent risks.

The Company's current committed cash resources are insufficient to cover expected expenditures for the next 12 months. The Company's ability to continue as a going concern is dependent on being able to obtain the necessary financing to satisfy its liabilities as they become due. There can be no assurance that management will be successful in securing adequate financing. In addition, while the Company's future development activities in relation to its cannabis investments look promising, there can be no assurance that the results of its investment strategies will be successful in the near term.

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The Company reported a net loss for the nine months ended September 30, 2021 of $2,433,310 (for the year ended December 31, 2020 net loss of $9,783,462). As at September 30, 2021, the Company's current liabilities exceeded its current assets by $7,602,505 (December 31, 2020 - $13,730,325). These recurring losses and the need for continued financing to further successful development activities indicate the existence of a material uncertainty that may cast significant doubt as to the Company's ability to continue as a going concern.

These condensed interim consolidated financial statements do not give effect to any adjustments to the carrying values and classifications of assets and liabilities that might be necessary, if the Company is unable to continue as a going concern. Such adjustments could be material.

Description of the Company's Business

Elixxer is a leading cannabis investment firm with the Legal Global Cannabis market. The Company invests in cannabis related businesses which are fully licenced for cultivation, production and/or sale of cannabis and cannabis derived products. The Company has an investment mandate to invest in downstream activities including distribution and retail and development of market brands. To date, the Company has significant positions in emerging legal cannabis companies in Australia, Canada, Switzerland, Italy and Jamaica. Current investments are mainly focused on medical cannabis and specialty cannabis derived products in the pharmaceutical sector The Company does intend to play a more involved role in the businesses it invests in, to fully realize the economic potential of those investments.

Legal Cannabis Sector

Elixxer's aim is to identify opportunities to support growth and synergistic relationships within its existing investment platform and to position itself to capitalise on the rapidly changing landscape for the cannabis sector as legislation, regulations and customer behaviour change over time. The Company intends to aim on areas where legislation and regulations are clear, particularly in the areas of medical cannabis, the niche pharmaceutical sector along with a more involved role on the retail end of the sector in order to fully understand and capitalise on the needs of patients and customers. To date, the Company has completed, or is in the advanced stage of completing investments which are set out in the Investments & Other Activities section below.

Outlook

Going forward Elixxer Management and Executive team have decided the Company will focus its resources on growth companies with strong revenues and the cash flows. This focus will no longer have a primary focus on the cannabis sector but will be looking at a wider range of sectors, with a priority on growth companies that are past the start-up phase.

Investment and Other Activities

Elixxer's significant investments and activities in the legal cannabis sector, as at November 25, 2021, are as follows:

Little Green Pharma Limited ("Little Green Pharma" or "LGP") - Australia www.littlegreenpharma.com

Little Green Pharma is the first and only Australian licensed cannabis producer that is permitted to grow and sell Australian grown medical cannabis products.

In April 2018, Little Green Pharma achieved the significant milestone of its first harvest of medical cannabis as a result of its first planting in December 2017. This was followed by a subsequent second harvest in August 2018 with further processing taking place at its processing facility in Perth. In addition, Little Green Pharma became the first company permitted by Australia's Therapeutic Goods Administration to sell Australian grown medical cannabis products. This represented a great achievement for Little Green Pharma as all of their Australian competitors are only permitted to sell imported products or to do research and development only with their medical cannabis. In October 2018, Little Green Pharma's products were accepted into the New South Wales state-wide clinical trial for advanced cancer.

As at May 14, 2019, Little Green Pharma had acquired over 400 medical cannabis patients in Australia's fast-growing medical cannabis program and in addition to Australia, Little Green Pharma has distribution agreements set up with companies in the UK, Germany, Canada and New Zealand.

As at December 31, 2019, the Company held 28,133,495 shares in Little Green Pharma, representing a 38.11% equity interest (14.21% - September 30, 2018).

On August 26, 2019, the Company announced that following receipt of conditional approval by the TSX-V and payment for the cumulative amount of AUD5,500,000 ($4,986,181). the Company had successfully closed the acquisition of additional shares in Little Green Pharma, increasing its equity ownership from 14.06% up to 40.4% and in the process becoming Little Green Pharma's biggest shareholder. The fair value of the Company's previous equity investment of 14.06% in Little Green

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Pharma was assessed to be AUD0.40 per share (September 30, 2018 - AUD0.40 per share), representing a balance of investment of $3,520,524 (September 30, 2018 - $3,652,023).

As at August 26, 2019, on completion of the acquisition for additional shares in Little Green Pharma, taking into consideration the Company's equity stake and other factors, the Company concluded that Elixxer has significant influence over LGP. Consequently, the Company decided to classify LGP within investments in associates.

On September 13, 2019, Little Green Pharma (LGP) exported Australia's first locally grown medical cannabis product to Germany which represented a significant milestone in the development of the Australian medicinal cannabis industry.

Highlights:

  • Little Green Pharma has exported samples of its commercial products to German cannabis distribution and wholesaler Cansativa GmbH for product testing;
  • Cansativa, a GDP-certified pharmaceutical wholesaler operating its own distribution and fulfillment center, is one of the largest importers and distributors of medical cannabis in Germany;
  • On completion of product testing the parties intend to finalize the supplier qualification for the European market and necessary compliance requirements;
  • Germany is one of the fastest growing markets for medicinal cannabis in Europe since its legalization in 2017, however all products sold are imported; and
  • Little Green Pharma was the first and is currently the only, Australian medicinal cannabis company producing locally grown and GMP-manufactured cannabis products for patients.

Having its export license approved in January 2019, LGP - which leads Australia's medicinal cannabis industry in the production of medicinal cannabis oil products - has now entered the German market by supplying samples of its commercial products (10:10 LGP Classic and 20:5 LGP classic) to German cannabis distribution and wholesaler Cansativa GmbH (Cansativa) for product testing.

German medicinal cannabis market overview

Germany represents a significant opportunity for LGP as the largest medicinal cannabis market in Europe, estimated to be worth EUR7.7 billion (AUD$12.5 billion) by 2028. The number of prescriptions for medicinal cannabis in Germany is growing rapidly; there were 95,000 prescriptions at the end of 2018 and more than 240,000 prescriptions were expected by the end of 2019. It is expected Germany will remain a favourable market for the import of medicinal cannabis oil products due to insufficient domestic supply as a result of significant delays in its domestic cultivation tendering process, with the first licences only awarded in 2019.

Once product testing by Cansativa in Germany successfully concludes LGP products conform to their label, finalization of the vendor qualification by Cansativa will take place ensuring compliance with the European regulatory requirements. Germany has become one of the fastest growing markets for medicinal cannabis in Europe since its legalization in 2017. However, domestic cultivation has lagged due to delays in the tendering process which has resulted in product having to be imported in order to meet the increased demand and undersupply of medicinal cannabis to patients.

Frankfurt-based,GDP-certified pharmaceutical wholesaler Cansativa is seeking to avoid supply bottlenecks by becoming one of the largest importers and distributors of medicinal cannabis in Germany.

Intellectual property and clinical development:

LGP holds a patent over a small particle formulation with the potential to significantly reduce the cannabinoid dosage required to achieve an equivalent therapeutic effect compared to its existing products. LGP is currently scoping a product development validation project for the formulation.

LGP also holds an exclusive licence to exploit the ARISE technology in connection with medicinal cannabis and has recently entered into a research and development agreement with Curtin University to explore new formulations of medicinal cannabis that utilise the ARISE technology. ARISE is a supercritical anti-solvent extraction technology which increases the surface area of particles of active pharmaceutical ingredients with the potential to increase absorption of drugs by the body. LGP is also investigating a proposed partnership with OBJ Limited (ASX:OBJ) to use their transdermal patch technology to deliver cannabinoid therapy with product development services to be provided by researchers at the Curtin University in Western Australia. In addition, LGP is involved with five clinical investigations studying cannabinoid medicines, including the company's own medicinal cannabis oil products.

Elixxer sees its share position in the LGP as a long-term investment, as this is the beginning of the company's expansion and development into a global operator. Elixxer will continue to support LGP's future expansion plans and will assist, where needed, with its international expansion plans.

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On February 20, 2020, the Company announced that LGP had begun trading on the Australian Stock Exchange under the symbol, LGP. The 10 million dollars IPO ($AUD) was fully subscribed with banking group Cannaccord Genuity Australia.

LGP has also announced that the company has signed a binding purchase agreement with Astral Health, a UK-based specialist importer and distributor of medicinal cannabis products.

Astral Health is a subsidiary of LYPHE Group, a European leader in medicinal cannabis solutions across distribution channels, including medicinal cannabis clinics, online pharmacies, and healthcare practitioner training. Under the Agreement, Astral Health will purchase, import, and distribute LGP's current medicinal cannabis product range to its UK-based patients, comprising LGP Classic 10:10, LGP Classic 20:5, and LGP Classic 1:20. The Agreement has a five year term, which commences on the date of the first shipment of LGP product to the UK. LYPHE Group holds one of the few medicinal cannabis clinic licences in the UK and operates a network of seven medicinal cannabis clinics across the country. LYPHE Group expects to assist more than 2,000 patients in CY2020.

Material terms of the Agreement

The Agreement provides a framework agreement setting out the product specifications, quality requirements and agreed unit pricing of the medicinal cannabis products that the Company will provide over the term of the Agreement. Under the Agreement, Astral Health shall initiate orders by way of written purchase orders and LGP will be required to confirm or reject such purchase orders. There is no minimum order quantity under the Agreement. The parties do not have an obligation to supply or purchase products until a purchase order is confirmed.

The Agreement has a five-year term and may be terminated for convenience by either party by way of four months' written notice. UK medicinal cannabis market overview Medicinal cannabis was legalised in the UK in November 2018 and the industry is forecast to grow to US$1.3 billion by 2024, with an expected 400,000 patients being prescribed medicinal cannabis. British Medical Journal indicates a potential market of more than four million patients across a range of 52 conditions that are potentially treatable with medicinal cannabis. Currently, it is estimated that 1.4 million people (or 2.8% of the adult population) in the UK are accessing cannabis through illicit avenues to treat chronic medical conditions.

About LYPHE Group

LYPHE Group is a patient-led medicinal cannabis healthcare provider with a central goal of pioneering patient access to safe and effective medicinal cannabis treatments. LYPHE Group is comprised of the following industry leading organisations:

  • The Academy of Medical Cannabis - The Academy operates a global online learning platform that trains and educates clinicians and healthcare professionals on medicinal cannabis;
  • The Medical Cannabis Clinics - The UK's first chain of private clinics specialising in innovative medicinal cannabis based therapies;
  • Astral Health - The UK's leading importer of cannabis based medicinal products; and
  • Dispensary Green - The UK's first online home-delivery pharmacy for medicinal cannabis.

On March 26, 2020, the Company announced that Little Green Pharma has completed the commissioning of its expanded cultivation facility in Western Australia. The facility expansion was commissioned on time and on budget using state-of-the- art equipment, enhancing the LGP's ability to produce GMP manufactured medicinal cannabis. The expanded cultivation facility will have the capacity to produce sufficient cannabis flower to manufacture more than 110,000 bottles of medicinal cannabis oil per annum, approximately ten times the current production capacity. The expanded cultivation facility features nine new flowering rooms with a number of automated technologies to enhance cultivation effectiveness, such as rolling benches, computer-timed LED lighting, climate control, and irrigation control. The facility will operate under its expanded Medicinal Cannabis Licence, which was granted by the Office of Drug Control ("ODC") (as announced to the ASX on March 12, 2020) and is valid until March 10, 2021.

Subject to final regulatory approval and the granting of an expanded Medicinal Cannabis Permit by the ODC, including any potential delay to the permitting process due to the impact of COVID-19, LGP expects first planting at its expanded cultivation facility to take place in the second quarter of 2020.

COVID-19 business update

On April 02, 2020, the Company announced that Little Green Pharma continues to closely monitor progress of the COVID-19 pandemic and provided the following update on its key response activities.

Key actions - Little Green Pharma (LGP) has taken actions to protect the health and welfare of staff, maintain cultivation and manufacturing operations, review its cost base, manage cost exposure and counterparty risk, apply for cost relief and Government assistance where available, and secure supply chains of critical materials and consumables.

LGP's office-based staff have successfully moved to a remote working model, while the cultivation and manufacturing teams continue to operate at their respective facilities in accordance with COVID-19 management procedures.

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Elixxer Ltd. published this content on 25 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 November 2021 23:39:07 UTC.