Elixxer Provides Update on Secured and Unsecured Loans

Executive Summary

• Elixxer Ltd. entered into an Amending Agreement with AIP Asset Management Inc. and AIP Convertible Private Debt Fund L.P., extending the maturity of $8 M of secured notes to June 30 2026 and an unsecured promissory note to December 31 2026.
• The amendments are a related‑party transaction undertaken under exemptions from TSX Venture Exchange minority‑shareholder approval requirements, intended to improve the Company’s financial position.
• The amendment was approved by all independent directors; no special committee was formed and no dissenting votes were recorded.

Key Details

• Amending Agreement Date: January 29 2026 (effective January 1 2026).
• Secured Notes: $8,000,000 principal amount plus accrued interest; maturity extended to June 30 2026.
• Unsecured Promissory Note: Extended maturity to December 31 2026.
• Counterparties: AIP Asset Management Inc. (Security Agent) and AIP Convertible Private Debt Fund L.P. (AIP Fund).
• Related‑Party Status: AIP is a control person of Elixxer; transaction falls under TSX Venture Exchange Policy 5.9 and MI 61‑101.
• Exemptions Relied Upon: Sections 5.5(b) and 5.7(1)(e) of MI 61‑101 (company not listed on a specified market, financial difficulty, amendments designed to improve financial position).
• Board Approval: Approved by all independent directors (all except Alexey Kanayev and Jayahari Balasubramaniam); no special committee formed; no material dissent.
• Regulatory Filing: No material change report filed 21 days prior; Company deemed the timing reasonable.
• Purpose: Designed to improve Elixxer’s financial position by extending debt maturities.

Notable Quotes

(No direct quotes were provided in the release.)