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Elixxer Ltd. Announces Proposed Shares for Debt Settlements

Toronto, Ontario--(Newsfile Corp. - September 5, 2025) - Elixxer Ltd. (TSXV: ELXR.H) ("Elixxer" or the "Company") announces that it intends to settle an aggregate 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 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.

AIP Convertible Private Debt Fund L.P. (AIP) is a control person of the Company. The AIP Debt includes various secured and unsecured promissory notes, certain expenses paid by AIP on behalf of the Company, and accrued M&A advisory services fees in connection with an agreement with AIP Asset Management Inc., pursuant to which AIP has been providing M&A advisory services (the M&A Fees) to the Company to identify and evaluate potential transactions. In connection with the AIP Debt, the Company will settle $6,323,742.46 through the issuance of 76,651,424 Common Shares. In accordance with TSX Venture Exchange (the 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. Accordingly, settlement of the M&A Fees and expenses related to management compensation is subject to disinterested shareholder approval. The Company will be seeking disinterested shareholder approval for the aggregate of 14,485,724 Common Shares to be issued to AIP for the settlement of the M&A Fees and expenses related to management compensation. The Company plans to call a special meeting (the "Meeting") of its shareholders shortly. The Company will issue a subsequent press release confirming that the management information circular and accompanying meeting materials have been mailed to its shareholders.

On August 1, 2020, the Company and Mr. Zalt entered into an independent contractor agreement (the "Zalt Agreement"), pursuant to which Mr. Zalt was to provide services as a director and officer of the Company. As compensation for his services, Mr. Zalt received a monthly fee of US$21,100. The Company has accrued $573,487.98 in salary and director fees. The Company and Mr. Zalt have agreed to issue an aggregate of 2,424,243 Common Shares for all accrued and outstanding fees payable to Mr. Zalt pursuant to the Zalt Agreement. Pursuant to 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. The Company will be seeking approval of disinterested shareholders for the Common Shares to be issued to Mr. Zalt at the Meeting.

Finally, during February 2021, the Company was subject to a 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. This was offset by the Company's counter claim of $312,000, resulting in a net claim of $809,998 plus costs and interest. No amounts have been accrued as the outcome is not yet determinable. In connection with the Statement of Claim, the Company will be issuing an aggregate of 4,848,484 Common Shares.

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"), as certain insiders of the Company will receive an aggregate of 79,075,667 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.

In addition, the Company would like to announce that on July 24, 2025, Ferras Zalt resigned as a director of the Company. The Company wishes to thank Mr. Zalt for all his services in the past and wishes him well in their future endeavors.

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.

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.

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