Elixxer Announces Completion of Debt Settlement

Rhea-AI Summary

Elixxer (OTC:ELIXF) completed a debt-for-equity settlement on January 14, 2026, issuing 83,924,151 common shares at a deemed price of $0.0825 to settle aggregate debt of $6,923,742.46. The transaction was approved by disinterested shareholders on December 30, 2025 and by independent directors (excluding two insiders).

As a result, certain insiders received 79,075,667 shares, and AIP Convertible Private Debt Fund L.P. increased its holdings from 3,633,391 shares (32.04% undiluted) to 80,284,815 shares plus 2,437,540 warrants, representing ~84.28% undiluted ownership. The company relied on an MI 61-101 valuation exemption. An early warning report will be posted on SEDAR+.

Positive

• Debt eliminated of $6,923,742.46 via share issuance
• Cash outflow preserved by settling obligations with equity

Negative

• Share dilution: 83,924,151 new shares issued at $0.0825
• Control concentration: AIP now ~84.28% of outstanding shares
• Related-party issuance: insiders received 79,075,667 shares

Toronto, Ontario--(Newsfile Corp. - January 14, 2026) - Elixxer Ltd. (TSXV: ELXR.H) ("Elixxer" or the "Company") is pleased to announce that, further to its press release of September 5, 2025, September 16, 2025 and November 6, 2025, it has settled an aggregate of $6,923,742.46 through the issuance of an aggregate of 83,924,151 common shares (each, a "Common Share") at a deemed issuance price of $0.0825 per Common Share (the "Debt Settlement").

The Debt Settlement was approved by disinterested shareholders of the Company at the Company's annual and special shareholder meeting (the "Meeting") of shareholders of the Company held on Tuesday, December 30, 2025.

The Debt Settlement is considered a "related party transactions" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as certain insiders of the Company will receive an aggregate of 79,075,667 Common Shares. The Company is relying on the exemption from the valuation requirement of MI 61-101 contained in section 5.5(g) of MI 61-101, as the Company's securities are not listed on one of the markets specified in section 5.5(g) of MI 61-101. The Debt Settlement was approved by disinterested shareholders of the Company at the Company's annual and special shareholder meeting of shareholders of the Company held on Tuesday, December 30, 2025.

The Debt Settlement was approved by the members of the board of directors of the Company who are independent for the purposes of the Debt Settlement, being all directors other than Messrs. Alexey (Alex) Kanayev and Jayahari (Jay) Balasubramaniam. No special committee was established in connection with the Debt Settlement, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.

Prior to the completion of the Debt Settlement, AIP Convertible Private Debt Fund L.P. ("AIP") held an aggregate of 3,633,391 Common Shares, representing approximately 32.04% of the issued and outstanding Common Shares on an undiluted basis and 44.07% on a partially diluted basis. Upon completion of the Debt Settlement, AIP holds an aggregate of 80,284,815 Common Shares and 2,437,540 Common Share purchase warrants, representing approximately 84.28% of the issued and outstanding on an undiluted basis and approximately 84.67% on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, AIP may from time to time increase or decrease its holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

About Elixxer Ltd.

Elixxer is a Canadian public company listed on the TSX Venture Exchange (TSXV: ELXR.H) and the US OTC-Pink exchange (OTC Pink: ELIXF). Elixxer is an investment company with investments in Canada and other countries and is currently looking for new high growth opportunities to invest in.

For further information, please contact:

Karim Mecklai, Chief Executive Officer, 416-877-3153

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains certain "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/280428

FAQ

What did Elixxer (ELIXF) announce on January 14, 2026 about debt settlement?

Elixxer completed a debt-for-equity settlement issuing 83,924,151 shares at $0.0825 to settle $6,923,742.46 of debt.

How does the Elixxer debt settlement affect shareholder dilution for ELIXF?

The company issued 83.9M new shares, causing substantial dilution; AIP's undiluted ownership rose to ~84.28%.

Did Elixxer receive shareholder approval for the ELIXF debt settlement?

Yes; the Debt Settlement was approved by disinterested shareholders at the December 30, 2025 meeting.

How much debt did Elixxer extinguish in the ELIXF settlement and at what price per share?

The company settled $6,923,742.46 of debt by issuing shares at a deemed price of $0.0825 per share.

What ownership stake does AIP hold in Elixxer after the January 14, 2026 transaction?

After the settlement AIP holds 80,284,815 common shares and 2,437,540 warrants, representing ~84.28% undiluted ownership.

Where can investors find Elixxer's early warning report for the ELIXF transaction?

The early warning report will be available on the company's issuer profile on SEDAR+ at www.sedarplus.ca.