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.
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SOURCE: Elixxer Ltd.