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

Core Viewpoint - Elixxer Ltd. is preparing for its annual and special shareholder meeting on December 30, 2025, where several key business items will be voted on, including a proposed debt settlement and a potential name change for the company [1][2]. Group 1: Shareholder Meeting Details - The annual and special shareholder meeting is scheduled for December 30, 2025, with materials to be mailed to shareholders around November 25, 2025 [1]. - Key items for shareholder voting include the appointment of auditors, election of directors, approval of a name change, confirmation of the stock option plan, approval of the Debt Settlement, voluntary de-listing from the TSX Venture Exchange, and a consolidation of common shares [2]. Group 2: Debt Settlement Information - The proposed Debt Settlement involves settling $6,923,742.46 of indebtedness through the issuance of 83,924,151 common shares at a price of $0.0825 per share [3]. - The Debt Settlement includes amounts owed to AIP Convertible Private Debt Fund L.P. ($6,323,742.46), former director Mr. Ferras Zalt ($573,487.98), and a claim related to a consulting agreement termination ($1,121,998) [3]. - A portion of the Debt Settlement was initially announced as settled, but the company later clarified that no shares have been issued due to the need for minority shareholder approval [4][7]. Group 3: Regulatory Compliance and Approval - The Debt Settlement requires disinterested shareholder approval as it involves compensation to non-arm's length parties exceeding $10,000 per month [5]. - The transaction is classified as a "related party transaction" under Multilateral Instrument 61-101, with insiders set to receive 79,075,667 common shares [5]. - The board of directors, excluding certain members, approved the Debt Settlement without establishing a special committee [8].