Mr. Robert Hodgkinson reports

DXI CAPITAL CORP. ANNOUNCES PROPOSED ACQUISITION OF V.V.T. MED LTD. AND EXITEAM ACQUISITION CORP.

DXI Capital Corp. has entered into a non-binding letter of intent dated Nov. 22, 2023, with V.V.T. Med Ltd. (VVT), an Israeli corporation, and Exiteam Acquisition Corp. (EAC), a British Columbia corporation, pursuant to which DXI has agreed to acquire all of the issued and outstanding shares in the capital of VVT and EAC as well as all other issued securities of VVT and EAC upon the terms and conditions set out in a definitive agreement to be entered into by the parties. The proposed transaction is expected to enable DXI to meet the initial listing requirements of the TSX Venture Exchange for the reactivation of DXI. Following the completion of the proposed transaction, DXI (the resulting issuer) will continue the business of VVT, being a new medical treatment for varicose veins, and will be listed on the TSX-V under the life sciences sector.

Information concerning VVT

VVT develops, manufactures and commercializes minimally invasive, non-thermal, non-tumescent solutions for the treatment of varicose veins. VVT's products have a wide range of competitive advantages over alternatives, including fast and painless treatment without anesthesia as well as immediate results and recovery. VVT is a company incorporated under the laws of the State of Israel in August, 2007, company No. 51-399116-6, with its head office located at Hasadna 6, Kfar-Saba, Israel.

VVT was founded by Zeev Brandeis, an inventor who has held executive positions in the Israeli high-technology industry and has over 20 years of experience in product development and medical devices. Mr. Brandeis, together with a group of leading vascular surgeons and interventional radiologists, was the driving force behind the development of VVT's family of innovative and minimally invasive technologies to treat incompetence, reflux and chronic venous disorders.

The company performed first clinical cases in Israel, Austria and Germany by leading physicians in their field. In 2014, a clinical study was performed in Germany by Prof. Ralf Kolvenbach and included 52 patients. The study included a 2.5-year follow-up and was published in the peer-reviewed journal Annals of Vascular Surgery in 2019. During these years, further developments and improvements in V-Block were performed. In 2015, the development of ScleroSafe began, with final validations in 2017. ScleroSafe was submitted to the CE (Conformite Europeene) in 2018 and received a CE mark in 2019. During 2019 to 2020, clinical procedures for ScleroSafe were performed in France, Germany, Italy and Israel. In 2021, a preclinical GLP (good laboratory) study was conducted in the United States for ScleroSafe, followed by the preparation of the submission of ScleroSafe to the U.S. Food and Drug Administration (FDA).

During 2021, VVT expanded its team and recruited several key positions to enhance the commercial capabilities of the company, increase demand in manufacturing and sales and marketing, and work on the future product pipeline and development of the company. VVT continues to expand its global footprint, and many distribution agreements have been signed with markets from all over the world, including Australia and New Zealand, India, Brazil, Chile, five Latin American countries and more in Europe. A launch in the United States is also planned for the end of 2023.

The company develops and manufactures two main products, which feature the same unique non-thermal non-tumescent (NT-NT) technology:

• ScleroSafe: The patented ScleroSafe platform is based on VVT's combined inverse-action dual syringe and double lumen catheter. It is suitable with any sclerosing agent; is a universal platform for the treatment of all chronic venous insufficiency (CVI) conditions; and is indicated for diameters of two to five millimetres (Europe) and two to three millimetres (United States).
• V-Block: The V-Block treats severely dilated and challenging great saphenous vein (GSV) conditions, including GSV valve incompetence and reflux. It is indicated for occlusion of lower extremity veins with a diameter of four to 14 millimetres. The V-Block also features an implant; a biomedical-grade, flexible nitinol frame is covered with a polymer-coated mesh and is tested and approved as a permanent venous implant. The purpose of the device is to minimize the risk of up-flow of the injected substance to the femoral vein and to the upper body.

Both products require the use of an inverse-action dual syringe (DPS), which allow for simultaneous withdrawal of blood (negative pressure) and injection of sclerosant. It prevents uncontrolled overspill of the sclerosant upstream, ensures no dilution of the sclerosant with blood and minimizes the risk of inflammation.

The company's main product, ScleroSafe, received FDA 510K approval to market and sell in the United States in June, 2023. The company has signed distribution agreements with partners in India, Brazil, South Korea, Australia and New Zealand, Hong Kong, the United Arab Emirates, Cyprus and Czech Republic.

An attached table shows a summary of certain financial information of VVT for the financial years ended Dec. 31, 2022, and Dec. 31, 2021, presented in U.S. dollars. All information contained herein is unaudited and prepared on an unconsolidated basis.

Information concerning EAC

EAC was established in 2022 as a holding company in the purpose of acquiring VVT and listing it on a Canadian stock exchange. To date, EAC has raised a total of approximately $2.9-million, of which $1.6-million has been lent to VVT as a source of working capital.

An attached table shows a summary of certain financial information of EAC for the financial years ended Dec. 31, 2022, and Dec. 31, 2021, presented in Canadian dollars. All information contained herein is unaudited and prepared on an unconsolidated basis.

Management and board of resulting issuer

Upon completion of the transaction, it expected that the board of directors and executive management team of the resulting issuer will be comprising Yair Aloni (chairman of the board), Eitan Machover (director), Yacov Machover (director), Erez Tetro (director and chief executive officer) and Haim Maimon (chief financial officer). Brief biographies of the individuals named are provided as follows.

Yair Aloni, chairman of the board

Mr. Aloni has over 30 years of experience in Israeli and international start-ups. Mr. Aloni is a seasoned professional with a diverse background. He is currently a director of ATK Ukraine, a Ukrainian agricultural company; acts as the managing director of two private investment companies; and has held roles in marketing, sales, business development and research.

Eitan Machover, director

Mr. Machover has more than 25 years of health care experience. He worked at GE for over 15 years in various assignments in the United States, Europe and Israel. Mr. Machover founded two medical device venture capital funds and invested in more than 20 companies. He serves as an active director on a number of private and public company boards.

Yacov Reizman, director

Mr. Reizman is a founder of FCC Ltd., an Israeli investment company, and of a boutique merchant bank that was founded in 1987. FCC operates internationally, particularly within the U.S. and Israeli capital markets, and has directly and actively invested in approximately 50 publicly traded and privately held companies within a diversified range of industries.

Erez Tetro, director and chief executive officer

Mr. Tetro is an experienced executive with over 16 years working in the health care industry, Mr. Tetro has performed a variety of management positions with increasing responsibilities. Prior to VVT, Mr. Tetro held positions in start-ups and J&J's Ethicon division specializing in surgical technologies and solutions. Mr. Tetro's academic background is in business and project management.

Haim Maimon, chief financial officer

Mr. Maimon has over 18 years of senior management experience in finance. Prior to joining VVT, Mr. Maimon served as a financial controller at Oridion (SWX) and a senior controller at Medtronic Israel and a board member at Covidien Israel Holding, where he led R&D (research and development) and operations financials. Mr. Maimon has overseen complex deals, such as M&A (mergers and acquisitions), due diligence and business integrations. Mr. Maimon is a licensed Israeli CPA and holds a BA in accounting and economy from the Hebrew University and a master's degree in law from Bar-Ilan University.

The proposed transaction

The transaction is expected to be completed through: (i) a three-cornered amalgamation among EAC and a wholly owned subsidiary of DXI; and (ii) a securities exchange between VVT securityholders, VVT and DXI. As consideration for the completion of the proposed transaction and subject to customary adjustments, including a proposed 1:4.67 share consolidation of the issued and outstanding common shares of DXI, holders of EAC shares will receive one resulting issuer share for each EAC share. Any outstanding warrants or other exchangeable or convertible securities of EAC will be exchanged, on an equivalent basis, for securities of the resulting issuer. In addition, as consideration for the completion of the proposed transaction, and subject to customary adjustments, each VVT share will be exchanged on the basis of the VVT exchange ratio, as defined as follows. Based on the halt price of DXI's common shares on the date of this announcement, the effective transaction price for the acquisition of VVT and EAC will be 56 cents per resulting issuer share issued.

The VVT exchange ratio means (i) 32.5 million; divided by (ii) the total number of VVT shares outstanding immediately prior to the closing date of the transaction (including, without limitation, VVT shares issued upon the exercise or conversion of VVT stock options and VVT preferred shares), less the total number of VVT shares issued pursuant to the conversion of the VVT convertible bonds (including the conversion of the principal thereof and any interest due and payable thereon).

Any outstanding options, warrants or other exchangeable or convertible securities of VVT will be exchanged, on an equivalent basis, for securities of the resulting issuer. VVT has 8 per cent convertible bonds outstanding in the principal amount of $3,385,211, which, plus accrued interest, will be converted into approximately 8,060,026 units of VVT, with each VVT unit consisting of one VVT share and one share purchase warrant of VVT immediately prior to the closing date, at a conversion price per VVT unit of 42 cents. The VVT warrants will be exercisable at 84 cents per VVT share for two years from their date of issuance.

The current issued and outstanding share capital of DXI consists of 11,966,024 DXI common shares, with no stock options or warrants outstanding, which is expected to become 2,562,318 resulting issuer shares after the DXI consolidation, excluding the resulting issuer shares issuable pursuant to the concurrent debt settlement, as described as follows. There are currently 3,876,478 ordinary shares and 4,646,026 preferred shares of VVT issued and outstanding and 2,033,417 stock options of VVT outstanding held by VVT employees. There are currently 8,857,143 EAC shares issued and outstanding, and there are 12,293,969 share purchase warrants of EAC outstanding, but no outstanding options or other securities exercisable or convertible into EAC shares. EAC is currently conducting a concurrent EAC financing, as described as follows.

The company expects to issue at least an estimated 46,732,299 resulting issuer shares to acquire VVT and EAC at the transaction price (being a deemed enterprise value of $26,170,087) plus additional resulting issuer shares issuable upon completion of the concurrent DXI debt settlement (currently estimated to be 1,589,286 resulting issuer shares) and the additional resulting issuer shares issuable for the concurrent EAC financing (currently estimated to be 8,035,714, resulting issuer shares). The company also expects to issue share purchase warrants and stock options of the resulting issuer for the purchase of an additional estimated 18,879,502 resulting issuer shares to the extent unexercised to the date of completion of the proposed transaction.

Upon completion of the proposed transaction, it is the intention of the parties that the resulting issuer will be renamed VVT Medical Ltd. or such other name as may be determined by the parties and accepted by applicable regulatory authorities.

The final acquisition structure will be determined by the parties to accommodate efficiencies for various legal structures, tax and accounting treatment, and securities regulation. The proposed transaction will constitute a reverse takeover of DXI by EAC and VVT. Trading in the shares of DXI is expected to remain halted until the proposed transaction has been completed.

DXI, EAC and VVT will provide further details in respect of the proposed transaction (including additional financial information) in due course by way of press release.

About V.V.T. Med Ltd.

VVT is an Israeli medical device start-up that develops, manufactures and commercializes minimally invasive, non-thermal, non-tumescent solutions for the treatment of varicose veins. VVT's head office is located at Hasadna 6, Kfar-Saba, Israel.

About Exiteam Acquisition Corp.

EAC's head office is located at 1055 W Georgia St., Suite 1750, Vancouver, B.C.

EAC was established in 2022 as a holding company in the purpose of acquiring VVT and listing it on a Canadian stock exchange.

Concurrent debt settlement

There is expected to be an estimated unsecured indebtedness of DXI to certain principal shareholders of DXI in the current aggregate sum of $890,000, including accrued interest at the time of completion of the transaction, which will be settled for resulting issuer shares at 56 cents per share, as a precondition to the closing of the transaction. The concurrent debt settlement will be completed immediately prior to or concurrent with the completion of the proposed transaction.

Concurrent EAC financing

EAC is currently conducting a non-brokered private placement to be completed in conjunction with the proposed transaction consisting of subscription receipts at a price of 56 cents per subscription receipt to raise minimum gross proceeds of $4.5-million. Each subscription receipt represents the right of the holder to receive, immediately prior to the closing of the proposed transaction, one unit of EAC, with each unit consisting of on EAC share and one warrant to acquire an EAC share. Each unit warrant is exercisable into one EAC share at an exercise price of 84 cents per EAC share for a period of two years from the issuance date of the unit warrants. EAC may pay a finder's fee of 8 per cent in cash and 8 per cent broker warrants exercisable at 56 cents per EAC share in connection with the concurrent EAC financing. Upon completion of the proposed transaction, all of the units will be exchanged for equivalent securities of the resulting issuer at the EAC exchange ratio. Other than up to 25 per cent of the gross proceeds raised under the concurrent EAC financing that may be released prior to the completion of the proposed transaction to provide necessary working capital to EAC and VVT, the gross proceeds of the concurrent EAC financing will be held in escrow until the completion of the proposed transaction. Any early releases from escrow conditions of such subscription proceeds will be made on commercial lending terms. Finders' fees for the concurrent EAC financing will be paid in accordance with the policies of the TSX-V.

Significant conditions to closing

The completion of the proposed transaction is subject to a number of conditions precedent, including, but not limited to, satisfactory due diligence reviews, negotiation and execution of definitive transaction documentation, approval by the respective board of directors of each party, approval of the EAC and VVT shareholders, obtaining necessary third party approvals, the concurrent debt settlement, TSX-V acceptance, and the completion of the concurrent EAC financing. There can be no assurance that the proposed transaction or the concurrent EAC financing will be completed as proposed or at all.

Other details about the proposed transaction

The proposed transaction will not constitute a non-arm's-length transaction pursuant to the policies of the TSX-V or a business combination or a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

There are no finders' fees payable in connection with the proposed transaction.

DXI will be seeking from the TSX-V a waiver from sponsorship for the proposed transaction.

The DXI common shares will remain halted until such time as permission to resume trading has been obtained from the TSX-V. DXI is a reporting issuer in Alberta, British Columbia, Ontario and Quebec.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to exchange requirements, EAC and VVT shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

We seek Safe Harbor.