Vaxxinator Enterprises Inc. entered into a letter of intent to acquire Consolidated HCI Holdings Corporation (TSXV:CXA.H) in a reverse merger transaction on April 18, 2021. As of July 14, 2021, Vaxxinator Enterprises Inc. entered into a definitive business combination agreement to acquire Consolidated HCI Holdings Corporation (TSXV:CXA.H) in a reverse merger transaction. As a condition precedent of the Proposed Transaction, CHCI's board of directors and shareholders will approve a consolidation of CHCI's issued and outstanding share capital. For illustrative purposes, this press release assumes the CHCI Shares will be consolidated on a 24.691:1 basis (the “Consolidation”). In addition, all outstanding warrants of Vaxxinator will be exchanged for warrants of the issuer resulting from the proposed transaction, on equivalent terms after having given effect to all of the transactions contemplated by the proposed transaction. Upon completion of the Proposed Transaction, assuming completion of the Consolidation, former Vaxxinator Shareholders will hold, in the aggregate, approximately 71,140,270 common shares (the “Resulting Issuer Shares”) in the capital of the Resulting Issuer, representing approximately 97.7% of the outstanding Resulting Issuer Shares and existing holders of CHCI Shares (the “CHCI Shareholders”) will hold, in the aggregate, approximately 833,334 Resulting Issuer Shares, representing approximately 1.1% of the outstanding Resulting Issuer Shares. AS per filing on August 27, 2021, Consolidated HCI Holdings's listed shares, which were to be delisted from the TSX Venture Exchange (“TSXV”) and listed for trading on the NEO Exchange upon closing of the proposed reverse takeover (the “Proposed Transaction”) of the Company by Vaxxinator will instead be listed for trading on the Canadian Securities Exchange. The combined entity will continue to carry on the business of Vaxxinator as a clean technology company. Each Vaxxinator Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised will not be exchanged for a Resulting Issuer Share and such Dissenting Shareholder shall cease to have any rights as a holder of such Vaxxinator Share, other than the right to be paid the fair value of such Vaxxinator Share. As contemplated by the agreement, CHCI and Vaxxinator intend to apply to delist the CHCI Shares from the NEX Board of the TSX Venture Exchange and apply to the NEO Exchange for the listing of the common shares in the capital of the resulting issuer and to close the proposed transaction on the NEO. Consolidated HCI Holdings Corporation intends to change its name to "Vaxxinator Enterprises Inc." or such other name requested by Vaxxinator and acceptable to applicable regulatory authorities. In connection with the Proposed Transaction, CHCI intends to change its name to “The Better Tomorrow Project Ltd.” The name of Amalco shall be “Vaxxinator Canada Inc.” CHCI intends to replace all directors and officers of CHCI on the effective date of the Proposed Transaction with nominees of Vaxxinator. The Proposed Transaction will not be completed while Consolidated HCI is listed on the NEX board of the TSX Venture Exchange. Olivier Centner, Proposed Director and Chief Executive Officer, Brian Meadows, Proposed Chief Financial Officer, Michael Galloro, Proposed Director, Alex Spiro, Proposed Director, Albert J. Pirro, Proposed Director, Joshua Helman as Director and Nareda Mills, Proposed Director of Resulting Issuer. On completion of the Proposed Transaction, the current directors, and officers of CHCI will resign. The board of directors of Amalco shall initially consist of one or more directors to be nominated by Vaxxinator, in its sole discretion. Ion Bazac, a renowned health care expert and former Health Minister of Romania will join the board of directors of the Company upon the completion of the Proposed Transaction.


The completion of the Proposed Transaction is subject to the satisfaction of various conditions, including but not limited to: the approval of the delisting of the CHCI Shares from the TSXV is subject to majority of the minority shareholders of CHCI; the approval of the listing of the CHCI Shares on the NEO; the approval of the Proposed Transaction by the requisite majority of Vaxxinator Shareholders; the approval of various matters related to the Proposed Transaction by the requisite majority of CHCI Shareholders; the approval of board of directors of Vaxxinator and CHCI, CHCI shall have completed the name change, the consolidation, and the continuance, Vaxxinator shall have designated the proposed team of officers, Directors, and board committee members of the Resulting Issuer. Such officers, directors and board committee members shall have agreed in writing in act in the capacities set out therein and other conditions customary for a transaction of this nature. Peter Simeon of Gowling WLG (Canada) LLP acted as legal advisor to Vaxxinator and Steven Agnew of Irwin Lowy LLP acted as legal advisor to Consolidated HCI Holdings. Odyssey Trust Company acted as transfer agent to Consolidated HCI Holdings.