Elixxer Announces Completion of Debt Settlement

Executive Summary

• Elixxer Ltd. settled $6,923,742.46 of debt by issuing 83,924,151 common shares at a deemed price of $0.0825 per share.
• The settlement was approved by disinterested shareholders at the annual and special meeting on December 30, 2025 and is treated as a related‑party transaction under MI 61‑101.
• Post‑settlement, AIP Convertible Private Debt Fund L.P. now holds approximately 84.28% of Elixxer’s outstanding common shares (undiluted) and 2,437,540 share purchase warrants.

Key Details

• Debt Settlement Amount: $6,923,742.46.
• Shares Issued: 83,924,151 common shares at a deemed issuance price of $0.0825 per share.
• Approval Process: Approved by disinterested shareholders at the annual and special shareholder meeting held on December 30, 2025; also approved by independent directors (all except Alexey Kanayev and Jayahari Balasubramaniam).
• Related‑Party Nature: Considered a “related party transaction” under Multilateral Instrument 61‑101 because insiders receive 79,075,667 of the issued shares. Elixxer relied on an exemption from the valuation requirement in MI 61‑101 section 5.5(g).
• Pre‑Settlement Ownership (AIP Convertible Private Debt Fund L.P.): 3,633,391 common shares (~32.04% undiluted, ~44.07% partially diluted).
• Post‑Settlement Ownership (AIP): 80,284,815 common shares and 2,437,540 share purchase warrants (~84.28% undiluted, ~84.67% partially diluted).
• Future Flexibility: AIP may increase or decrease its holdings of Elixxer securities depending on market conditions or other circumstances.
• Reporting: An early warning report will be posted on the Company’s issuer profile on SEDAR+.

Notable Quotes

(No direct quotes were provided in the release.)