## Elixxer Ltd. Clears Significant Debt Through Equity Issuance, Reshaping Ownership Structure
**Toronto, Ontario – January 14, 2026** – Elixxer Ltd., an investment company with a focus on identifying high-growth opportunities, announced today the successful completion of a substantial debt-for-equity settlement. This strategic maneuver extinguished aggregate debt totaling $6,923,742.46 through the issuance of 83,924,151 common shares at a deemed price of $0.0825 per share. The transaction, crucial for bolstering the company’s balance sheet, received the necessary approval from disinterested shareholders at a meeting held on December 30, 2025, and from independent directors.
The settlement, while effective in removing liabilities, introduces a significant shift in the company’s capital structure and ownership concentration. Approximately $6.9 million in debt has been converted into equity, thereby preserving the company’s cash reserves. This approach is a common financial strategy for companies looking to deleverage without incurring immediate cash outflows, particularly when facing liquidity constraints or seeking to fund growth initiatives.
However, the large issuance of new shares has led to considerable dilution for existing shareholders. The 83.9 million new shares represent a notable increase in the total number of outstanding shares. This dilutionary effect is a critical consideration for investors, impacting earnings per share and the proportional ownership stake held by non-participating shareholders.
A key outcome of this transaction is the significant increase in the ownership stake of AIP Convertible Private Debt Fund L.P. (“AIP”). Prior to the settlement, AIP held approximately 32.04% of Elixxer on an undiluted basis. Following the debt conversion, AIP’s holdings have surged to 80,284,815 common shares and an additional 2,437,540 common share purchase warrants. This elevates AIP’s undiluted ownership to approximately 84.28% of the issued and outstanding shares. Such a concentrated ownership structure can influence corporate governance and strategic decision-making, as a single large shareholder often wields significant control.
The settlement also involved related-party transactions, with certain insiders of Elixxer receiving an aggregate of 79,075,667 common shares. While the company utilized an exemption under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions, this aspect warrants investor attention due to potential conflicts of interest. The approval by disinterested shareholders and independent directors is intended to mitigate these concerns, ensuring that the transaction was conducted in a manner that safeguards the interests of minority shareholders.
From a financial and operational perspective, Elixxer’s decision to convert debt to equity signals a proactive approach to financial management. The reduction of interest-bearing liabilities simplifies the company’s financial obligations and can improve its debt-to-equity ratio. The strategic implication of AIP’s increased stake could also be viewed as a vote of confidence in Elixxer’s future prospects by a significant debt holder who has now become a dominant equity holder. This could potentially lead to more streamlined capital allocation decisions, though it also concentrates power.
An early warning report detailing AIP’s holdings and the implications of the transaction will be filed on SEDAR+. Investors tracking Elixxer (OTC: ELIXF) will be closely monitoring future company announcements for insights into how this new ownership structure will shape its investment strategy and operational direction. The company’s continued search for high-growth investment opportunities suggests a forward-looking strategy, but the immediate focus will likely be on integrating this significant financial restructuring.
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