Elixxer Ltd. Announces Debt Settlement

Rhea-AI Summary

Elixxer Ltd. (TSXV: ELXR.H) has completed a significant debt settlement transaction, converting $5.53 million of debt into 67,014,183 common shares at $0.0825 per share. The transaction includes both arm's length and non-arm's length creditors, with an insider receiving 62,165,699 shares.

Following the settlement, AIP Convertible Private Debt Fund L.P. has significantly increased its ownership position from 32.04% to 83.98% of outstanding shares on an undiluted basis. The transaction was approved by independent board members and is subject to TSX Venture Exchange final acceptance, with issued shares having a four-month hold period.

Positive

• Elimination of $5.53 million in debt through equity conversion
• Transaction designed to improve company's financial position
• Received board approval from independent directors

Negative

• Significant dilution with 67 million new shares issued
• Major ownership concentration with AIP now controlling 83.98% of shares
• Related party transaction involving company insider

Toronto, Ontario--(Newsfile Corp. - September 16, 2025) - Elixxer Ltd. (TSXV: ELXR.H) ("Elixxer" or the "Company") announces that, further to its press release of September 5, 2025, the Company has settled an aggregate of $5,528,670.19 of indebtedness to certain arm's length and non-arm's length creditors of the Company through the issuance of an aggregate of 67,014,183 common shares in the capital of the Company (the "Common Shares") at a price of $0.0825 per Common Share (the "Debt Settlement"). The Common Shares issued pursuant to the debt settlement shall be subject to a four-month hold period and completion of the Debt Settlement remains subject to final acceptance of the TSX Venture Exchange.

The Debt Settlement is constituted "related party transactions" as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"), an insider of the Company received an aggregate of 62,165,699 Common Shares. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(g) and 5.7(1)(e) of MI 61-101, as the Company is in financial difficulty and the transaction is designed to improve the financial position of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Debt Settlement, which the Company deems reasonable.

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 65,799,090 Common Shares, representing approximately 83.98% of the then issued and outstanding Common Shares on an undiluted basis and 84.46% 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/266745

FAQ

What is the value of Elixxer's (ELXR.H) debt settlement announced on September 16, 2025?

Elixxer settled $5,528,670.19 of debt through the issuance of common shares at $0.0825 per share.

How many shares did AIP Convertible Private Debt Fund own in Elixxer before and after the debt settlement?

AIP owned 3,633,391 shares (32.04%) before the settlement and increased to 65,799,090 shares (83.98%) after the transaction.

What is the share price for Elixxer's debt settlement transaction?

The debt was converted into common shares at a price of $0.0825 per share.

Are there any restrictions on the newly issued Elixxer shares?

Yes, the common shares issued are subject to a four-month hold period and final acceptance from the TSX Venture Exchange.

How many shares were issued to insiders in Elixxer's debt settlement?

An insider of the company received 62,165,699 common shares as part of the debt settlement.