Elixxer Ltd. Provides Update and Corrective Statements on Proposed Debt Settlement and Upcoming Shareholder Meeting

Rhea-AI Summary

Elixxer (OTC:ELIXF) called its annual and special meeting for December 30, 2025 to seek shareholder approvals including appointment of auditors, director elections, a proposed name change, stock option plan, a $6,923,742.46 Debt Settlement, voluntary TSXV de‑listing and re‑listing, and up to a 100:1 share consolidation.

The company corrects prior releases: no Common Shares have been issued under the Debt Settlement because minority shareholder approval is required under MI 61‑101 and TSXV Policy 4.4. The Debt Settlement would issue up to 83,924,151 shares at $0.0825, including 79,075,667 shares to insiders and $6,323,742.46 owed to AIP.

Positive

• Debt settlement amount of $6,923,742.46
• Proposed issuance of up to 83,924,151 Common Shares
• Shareholder meeting set for December 30, 2025

Negative

• Potential dilution from issuance of 83.9M shares
• Insiders to receive 79,075,667 shares under settlement
• Prior announced share issuances were not completed due to approval requirement

Toronto, Ontario--(Newsfile Corp. - November 6, 2025) - Elixxer Ltd. (TSXV: ELXR.H) ("Elixxer" or the "Company") announces that it has called its annual and special shareholder meeting (the "Meeting") of shareholders of the Company, to be held on Tuesday, December 30, 2025. The management information circular and related materials will be mailed to shareholders of the Company and filed on the Company's profile on SEDAR+ on or about November 25, 2025.

At the Meeting, shareholders of the Company will be voting on the following items of business; (i) to appoint the auditors of the Company; (ii) to elect the directors of the Company for the ensuing year; (iii) to approve a proposed name change, to such name as the directors in their sole discretion may determine; (iv) to approve and confirm the Company's stock option plan; (v) to approve the Debt Settlement, as further described below; (vi) to approve a voluntary de-listing of the Company's common shares from the TSX Venture Exchange (the "TSXV") and list the Company's common shares on another recognized stock exchange; and (vii) to approve a consolidation of its Common Shares (as defined below), on the basis of up to one hundred (100) old Common Shares into one (1) new post-Consolidation Common Share.

On September 5, 2025, the Company announced by press release ("September 5 Press Release") the proposed settlement of $6,923,742.46 of indebtedness to certain arm's length and non-arm's length creditors of the Company through the issuance of an aggregate of 83,924,151 common shares in the capital of the Company (the "Common Shares") at a price of $0.0825 per Common Share (the "Debt Settlement"). The Debt Settlement is inclusive of indebtedness owed by the Company to: (i) AIP Convertible Private Debt Fund L.P. ("AIP"), a control person of the Company (a total of $6,323,742.46 which will be settled through the issuance of 76,651,424 Common Shares (the "AIP Debt")); (ii) Mr. Ferras Zalt, a former director and officer of the Company (a total of $573,487.98 which will be settled through the issuance of 2,424,243 Common Shares (the "Zalt Debt")); and (iii) the settled of a statement of claim (the "Statement of Claim"), in respect of the termination of a consulting agreement with an arm's length party, in the amount of approximately $1,121,998 plus costs and interest.

On September 16, 2025, the Company announced by press release ("September 16 Press Release") the settlement of a portion of the Debt Settlement, comprised of a portion of the AIP Debt and the settlement of the Statement of Claim. The Company announced that it had issued an aggregate of 67,014,183 Common Shares for the settlement of an aggregate of $5,528,670.19 of the indebtedness. The Company would like to rectify this announcement as no Common Shares have been issued under the Debt Settlement, as the Company is unable to rely on an exemption from minority shareholder approval (as discussed below). AIP will prepare and file an amended and restated early warning report, amending and restating its early warning report dated September 16, 2025, upon completion of the Debt Settlement.

In accordance with TSXV Policy 4.4, disinterested shareholder approval is required for the settlement of compensation owed to non-arm's length parties in shares when the aggregate amount of debt exceeds $10,000 per month. In addition, 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. To rectify the disclosure in the September 5 Press Release and September 16 Press Release, the Company is not relying on the exemption from minority shareholder approval requirements contained in section 5.7(1)(e) of MI 61-101, and as a result, the Debt Settlement is subject to minority shareholder approval as set forth under MI 61-101 at the Meeting.

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.

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/273431

FAQ

What will Elixxer (ELIXF) shareholders vote on at the December 30, 2025 meeting?

Shareholders will vote on auditors, director elections, a name change, the stock option plan, the $6.92M Debt Settlement, voluntary TSXV de‑listing/re‑listing, and up to a 100:1 share consolidation.

Why were Common Shares not issued under Elixxer (ELIXF) Debt Settlement announced in September 2025?

No shares were issued because the company cannot rely on the minority shareholder approval exemption under MI 61‑101, so shareholder approval is required.

How many shares and at what price does the proposed Elixxer (ELIXF) Debt Settlement involve?

The Debt Settlement contemplates issuing up to 83,924,151 Common Shares at $0.0825 per share to settle $6,923,742.46 of indebtedness.

How much of Elixxer (ELIXF) debt is owed to AIP and what is the proposed settlement amount?

AIP is owed $6,323,742.46, to be settled through issuance of 76,651,424 Common Shares under the proposed Debt Settlement.

What shareholder approvals could affect Elixxer (ELIXF) listing status?

Shareholders will vote on a voluntary de‑listing from the TSXV and listing the common shares on another recognized exchange; approval is required to proceed.