Elixxer Provides Update on Secured and Unsecured Loans
Toronto, Ontario--(Newsfile Corp. - February 2, 2026) - Elixxer Ltd. (TSXV: ELXR.H) ("Elixxer" or the "Company") announces that, further to its press release of July 4, 2025, the Company has entered into an amending agreement dated January 29, 2026 (the "Amending Agreement") with an effective date of January 1, 2026, with AIP Asset Management Inc. (the "Security Agent") and AIP Convertible Private Debt Fund L.P. ("AIP Fund" and together with the Security Agent "AIP").
Pursuant to the terms of the Amending Agreement, the Company has: (i) extended the maturity date of all issued and outstanding secured notes in the principal amount of $8,000,000, plus all accrued interest to June 30, 2026; and (ii) extended the maturity date of an unsecured promissory note issued in favour of AIP Fund to December 31, 2026 (collectively, the "Amendments").
The Amendments constitute a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as AIP is a control person of the Company. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(e) of MI 61-101, as the Company is not listed on a specified market and the Company is in financial difficulty and the Amendments are 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 execution of the Amending Agreement, which the Company deems reasonable.
The Amending Agreement and the transactions contemplated thereby were approved by the members of the board of directors of the Company who are independent for the purposes of the Amending Agreement and the Amendments, being all directors other than Messrs. Alexey (Alex) Kanayev and Jayahari (Jay) Balasubramaniam. No special committee was established in connection with the Amending Agreement and the transactions contemplated thereby, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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 law. 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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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282445
Source: Elixxer Ltd.
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