ELIXXER LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three and nine months ended September 30, 2024 and 2023

Management's Discussion and Analysis

For the three and nine months ended September 30, 2024

As at November 29, 2024

The following management's discussion and analysis ("MD&A") of the results of operations and financial condition of Elixer Ltd. ("Elixer" or the "Company") covers the three and nine months ended September 30, 2024 and 2023. It should be read in conjunction with the Company's accompanying condensed interim unaudited consolidated financial statements (the "Statements") for the three and nine months ended September 30, 2024 and 2023.

The Company's Statements for the three and nine months ended September 30, 2024 and 2023 have been prepared in compliance with International Financial Reporting Standards ("IFRS"). All amounts are expressed in Canadian dollars unless otherwise noted. Certain amounts in this MD&A may be expressed in British pounds ("GBP"), United States dollars ("USD"), and Euros ("EUR").

Forward-Looking Statements

Certain information contained in this MD&A may contain "forward-looking statements". Forward-looking statements may include, among others, statements regarding the Company's future plans, costs, objectives or economic performance, or the assumptions underlying any of the foregoing. In this MD&A, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate", "seek", "forecast" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether such future performance will be achieved. Forward-looking statements are based on information available at the time and/or management's good faith belief with respect to future events and are subject to known or unknown risks, uncertainties and other unpredictable factors, many of which are beyond the Company's control. These risks and uncertainties include, but are not limited to, those described under the heading "Risk Factors and Risk Management" in this MD&A and could cause actual events or results to differ materially from those projected in any forward-looking statements. The Company does not intend, nor does it undertake any obligation, to update or revise any forward-looking statements contained in this MD&A to reflect subsequent information, events or circumstances or otherwise, except if required by applicable law.

Overview

Elixzer was incorporated under the Canada Business Corporations Act on July 9, 2004. Elixzer is a publicly listed company, and its common shares are listed for trading on the TSX Venture Exchange ("TSX-V") under the symbol "ELXR". Its shares were cease traded at the date this MD&A was issued. The registered office of the Company is at 1100 Boulevard Rene-Levesque Ouest, Suite 700, Montreal, Quebec, Canada H5B 4N4.

The Company, and its wholly-owned subsidiaries, LGC Finance Limited (formerly Leni Gas Cuba Limited) ("LGC Finance"), LGC Capital EU OU ("LGC Estonia") and LGC Capital Spain S.L. ("LGC Spain"), which are currently all dormant, are collectively referred to as the "Company" in this MD&A.

Going Concern Uncertainty

The Statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The use of these principles may not be appropriate.

To date, the Company has not earned significant revenues and is considered to be in the development stage. Operating and administration expenditures comprise a significant portion of the Company's activities. Investing in the legal cultivation and production of cannabis products is highly speculative and involves inherent risks.

The Company's current committed cash resources are insufficient to cover expected expenditures for the next twelve months. The Company's ability to continue as a going concern is dependent on being able to obtain the necessary equity or debt financing to satisfy its liabilities as they become due. There can be no assurance that management will be successful in securing adequate financing, or in being able to restructure its debt obligations.

The Company has suffered significant losses in recent years, and it will be necessary to raise additional capital to fund its activities, as well as restructure its debt obligations, if it is to continue as a going concern. The Company is currently being funded and supported by its largest creditor and shareholder, AIP Convertible Private Debt Fund L.P. ("AIP Fund") which has a vested interest in ensuring that Elixer continues operations. To carry out planned activities and fund administrative costs, AIP Fund has agreed to support the Company for the time being. When the Company commences trading on the TSX-V again, both AIP Fund and Arlington Capital Inc. ("Arlington"), which together own over 60% of the Company's common shares, have agreed to support the Company and provide funds to meet and maintain the ongoing capital requirements established by the

TSX-V. The Company's future plans are to identify an operating business to merge into the Company, at which time it will endeavor to raise additional funds and restructure its debt.

The Company reported a net loss for the nine months ended September 30, 2024 of $1,889,969 (nine months ended September 30, 2023 – net loss $2,990,873) and cash used in operating activities of $Nil (nine months ended September 30, 2023 – $2,307,124) since all expenses are being funded by AIP Fund. At September 30, 2024, the Company had a shareholder's deficiency of $11,514,156 (December 31, 2023 – deficiency $9,600,419). The shareholders' deficiency, recurring losses and the need for continued financing to further development activities indicate the existence of a material uncertainty that casts significant doubt as to the Company's ability to continue as a going concern. However, as the Company is currently being funded and supported by AIP Fund, which was owed a total of $12,158,828 at September 30, 2024 (see note 10(b) to the Statements), there appears scope to fundamentally restructure the Company's balance sheet upon a merger opportunity being identified and AIP Fund, as the Company's largest creditor and shareholder, has agreed to support the Company in this regard and has a vested interest in helping the Company achieve this.

The Statements and MD&A do not give effect to any adjustments to the carrying values and classifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.

Description of the Company's Business

Elixxer is an investment company whose primary focus has been on the cannabis sector. Although the Company still retains certain investments (or holdings) in that sector, it has also been investigating opportunities in other areas of economic activity.

Legal Cannabis Sector

Elixxer's aim is to identify opportunities to support growth and synergistic relationships within its existing investment platform and to position itself to capitalize on the rapidly changing landscape for the cannabis sector as legislation, regulations and customer behaviour change over time. The Company intends to focus on areas where legislation and regulations are clear, particularly in the areas of medical cannabis, the niche pharmaceutical sector, along with a more involved role on the retail end of the sector in order to fully understand and capitalise on the needs of patients and customers. To date, the Company has completed the investments set out in the Investments & Other Activities section below.

Outlook

Going forward, Elixxer's board and its executive management team have decided that the Company will focus its resources on growth companies with strong revenues and cash flows. The Company's will no longer have a primary focus on the cannabis sector but will look at opportunities in a wider range of sectors, with a priority on growth companies that are past the start-up phase.

Investment and Other Activities

Elixxer's significant investments and debt financing activities in the legal cannabis sector, as at the date of this MD&A, are as follows:

Tricho-Med Corporation ("Tricho-Med") – Canada (Quebec)

Tricho-Med is a company that was set up and solely funded by Elixxer to construct a purpose-built cannabis cultivation facility in Quebec, Canada. On January 8, 2018, the Company announced that it had finalized a transaction with Tricho-Med and had entered into a four-year secured convertible loan agreement in the amount of $4,000,000 (the "Tricho-Med Debenture") to be disbursed in accordance with a pre-agreed milestone disbursement schedule. Upon Tricho-Med obtaining a license to cultivate cannabis from the relevant regulatory authorities, the Tricho-Med Debenture was to automatically convert into common shares of Tricho-Med. In the event that Tricho-Med did not become a publicly listed company within twelve months of having obtained the license, the Company would receive such number of shares so that it owned 54% of the then-issued and outstanding shares of Tricho-Med and could take majority control of the business. Upon conversion into equity, the Company would also be entitled to a 5% royalty on Tricho-Med's net sales (of cannabis and cannabis related products which covers actual sales less any arm's length third party discounts) for the life of the company. The Tricho-Med Debenture bears interest at an annual rate of 10%, had a term of four years, matured on December 21, 2021, and is secured by first-ranking security on all of Tricho-Med's assets, principally comprising its land and building, capital assets, inventory and accounts receivable. Total amounts drawn down under the Tricho-Med Debenture were $4,000,000.

The Tricho-Med Debenture was ultimately not converted into shares of Tricho-Med and in October 2020 the Company filed an application with the Superior Court of Quebec for surrender and taking in payment of Tricho-Med's assets, which were pledged as security under the terms of the Tricho-Med Debenture. This application, discussed in more detail in note 13, has not yet been heard by the Superior Court of Quebec. The Company has been advised by legal counsel that the application will be heard in April 2026. As at September 30, 2024, the fair value of the Tricho-Med Debenture was determined to be $2,109,057 (December 31, 2023 - $2,026,044) which was estimated based on the fair value of the underlying Tricho-Med land and building that is pledged as security under the terms of the Tricho-Med Debenture, as the Company has no information relating to the value, if any, of the other Tricho-Med assets that it holds as security. The Tricho-Med building comprises an industrial building built in 2019 that was to be used as a cannabis cultivation operation. The Company has no information regarding the status

of this cultivation operation. The increase in fair value in the nine months ended September 30, 2024 of $83,013 resulted from revised assumptions relating to the net proceeds to be realised from a sale of the land and building and was reflected in the net gain or loss on financial assets measured at fair value through profit and loss ("FVTPL") line item in the consolidated statements of loss and comprehensive loss. Please see note 6 to the Statements regarding the Tricho-Med fair value estimate and related sensitivity analysis.

Freia Farmaceutici Srl. ("Freia") – Italy www.freiafarmaceutici.it

Established in 2009, Freia is in the business of research, development and marketing of health products based on hemp, through a proprietary commercial network in Italy and is working to establish distribution abroad through local partnerships. Freia has two patents, and five patent applications for hemp-based products; Freia have launched eight SKUs, including six medical device Class IIA products and two nutritional supplements, and have 26 SKUs in their pipeline.

Their current products target the cardiology and dysmetabolism, dermatology, and allergic diseases markets, while their product pipeline consists mostly of gynecology and gastroenterology products. For the year ended December 31, 2023, Freia reported revenue of approximately €2.7 million which was a 25% increase from the previous year where they reported €2.2 million in revenues.

In May 2020, the Company's equity interest in Freia decreased from 22.31% to 19.36% due to additional financing from Freia investors other than Elixer. As at that date, management conducted a review of its investment in Freia and concluded that it no longer exerted significant influence over the operations of Freia and, consequently, the Company reclassified its equity investment in Freia to equity instruments after an adjustment to bring the carrying value of the investment down to its fair value. As at September 30, 2024, the fair value of the Company's investment in Freia was estimated to be $820,117 (December 31, 2023 - $750,569). During the nine months ended September 30, 2024, the Company booked a valuation gain of $69,548 (nine months ended September 30, 2023 - $71,346) on its equity interest in Freia. Please see note 5(b) to the Statements regarding Freia's fair value estimate and related sensitivity analysis.

Little Green Pharma Limited ("Little Green Pharma" or "LGP") – Australia

Little Green Pharma was the first Australian licensed cannabis producer that was permitted to grow and sell Australian grown medical cannabis products.

As at December 31, 2023, the Company had sold all of its LGP shares and the fair value of its equity interest in LGP was $Nil. During 2023, the Company divested its remaining 13,773,326 shares of LGP for total proceeds of $2,353,461 and incurred a valuation loss of $52,103 thereon. Please see note 5(b) to the Statements.

Evolution BNK Group ("Evolution") - Italy

Evolution was a cannabis business based in Italy established for the production and distribution of industrial cannabis and cannabis derived products. The business owns a 70,000 square foot facility in Pavia, Italy that was to produce legal low THC (< 0.2% THC by Italian law). Evolution is no longer operating and the Company is looking to enforce its rights in Italy to collect on its loan.

In 2020, in view of Evolution's challenging liquidity position, the Company recorded a full impairment charge against its convertible debenture receivable, including related interest thereon, from Evolution. As at September 30, 2024 and December 31, 2023, the fair value of the convertible debenture remained unchanged at $Nil.

Viridi Unit SA ("Viridi") – Switzerland

Viridi was a legal cannabis supplier to the Swiss and European markets with a wide range of seeds, buds, cosmetics and natural wellness products that ceased production in 2020 as a result of Covid-19 lockdowns.

During 2020, the Company recorded a total impairment charge against its investment in Viridi's equity amounting to $506,605. At September 30, 2024 and December 31, 2023, the fair value of the Company's equity interest in Viridi remained unchanged at $Nil.

Global Canna Labs Limited ("GCL") - Jamaica

GCL was a Jamaican medical cannabis cultivation facility that has ceased operations, although it still holds an export license.

In 2020, the Company recorded a full impairment charge against its convertible debenture receivable, including related interest thereon, from GCL. At September 30, 2024 and December 31, 2023, the fair value of the convertible debenture remained unchanged at $Nil.

Arlington Capital Inc. ("Arlington")

On June 28, 2021, the Company announced a securities for-debt transactions with Arlington pursuant to which the Company settled $3,656,310 of maturing debt owing to Arlington by the issuance to Arlington of 2,437,540 common shares of the Company at a price of $1.50 per share and 2,437,540 common share purchase warrants. Each warrant is exercisable for a period of 60 months from the date of issuance at an exercise price of $5.00 each. During December 2021, after giving effect of

the debt settlement, the Company repaid a bridge loan in full, including interest, totaling $1,172,533.

Global Macro Fund L.P. ("GMF")

During the year ended December 31, 2020, the Company extended the maturity of a bridge loan and accrued outstanding fees to the principal amount, resulting in the principal amount owing increasing to $3,400,000, including an extension fee of $400,000.

On June 28, 2021, the Company announced a securities-for-debt transactions with GMF pursuant to which the Company settled $3,656,310 of maturing debt owing to GMF by the issuance to GMF of a total of 2,437,540 common shares of the Company at a deemed price of $1.50 per share and 2,437,540 common share purchase warrants. Each warrant is exercisable for a period of 60 months from the date of issuance at an exercise price of $5.00 each.

On November 26, 2021, the Company entered into an unsecured bridge loan in the amount of $2,000,000, bearing interest at a rate of 24% per annum, payable monthly in advance. The Company received the $2,000,000 on December 7, 2021 and on February 15, 2022, the Company received an additional $1,000,000. On closing of the AIP Fund loan, discussed below, the entire $3,000,000 GMF bridge loan and $308,516 balance of the GMF unconverted loan were fully repaid using the AIP Fund loan proceeds discussed below.

AIP Convertible Private Debt Fund L.P.

On October 7, 2020, the Company closed a secured loan in the principal amount of $4,000,000 with AIP Fund effective August 28, 2020. The loan had a term of 24 months, bore interest at the rate of 17% per annum and was secured by a general security agreement on all of the present and future assets of the Company.

On closing of the facility, the Company paid to AIP Fund: (i) a facility fee of $200,000; (ii) a closing fee of $250,000; and (iii) a monitoring agent fee of $195,000 in respect of the loan. The Company also issued to AIP Fund a bonus consisting of 463,333 common shares of the Company at a deemed price of $1.00 per share, representing 20% of the net amount of the loan. These shares were subject to a hold period of four months and one day from the date of their issuance. Elixer used the proceeds of the loan for working capital purposes and to pursue future investments.

On April 29, 2022, the Company entered into an agreement with AIP Fund to amend its existing secured loan. Further to the amendment, AIP Fund loaned the Company an additional $4,000,000 which: (i) had a maturity of 24 months from the date of closing; (ii) bears interest at the rate of 17% per annum; and (iii) is secured by a general security agreement on the assets of the Company in favour of AIP Fund.

On closing, with the approval of the TSX-V, the Company paid to AIP Fund: (i) a facility fee of $200,000; (ii) a closing fee of $250,000; (iii) legal fees of $3,500; and (iv) a monitoring fee of $195,000. The Company also issued to AIP Fund a bonus of 643,518 common shares of the Company at a deemed issue price of $1.08 per share, representing 20% of the net amount of the additional disbursement. The Company used the proceeds from the amended loan for working capital purposes, to pursue future investments, the repayment of the AIP bridge loan of $3,000,000 and repayment of the $308,516 balance of the GMF unconverted loan.

During the nine months ended September 30, 2024, interest charged in respect of the AIP Fund loan totaling $1,588,755 (nine months ended September 30, 2023 - $1,639,805) was recorded in the consolidated statements of loss and comprehensive loss, while the value of accretion expense recognized in respect of these loans amounted to $111,620 (nine months ended September 30, 2023 - $234,851). See note 4 to the Statements.

As at September 30, 2024, interest accrued but unpaid in respect of the loan totaling $2,816,419 (December 31, 2023 - $1,227,664) was recorded in the consolidated statement of financial position under other loans payable. In accordance with the terms of a Note Purchase Agreement, the Company is required to maintain certain financial covenants; the Company was in default of certain covenants which has resulted in additional interest of 10% per annum being charged until the covenant is met/maintained, or waivers received.

Upon maturity of the loan facilities with AIP Fund, the Company extended the facilities and received waivers of certain covenant breaches. The facilities are now set to mature on November 30, 2024. At the date of issue of these Statements, the Company was in good standing under these facilities.

Financial Information

The following table summarizes selected financial information of the Company for the three and nine months ended September 30, 2024 and 2023:

	Three months ended September		Nine months ended September
	2024 $	2023 $	2024 $	2023 $
Revenue	-	17	-	17
Net loss	(507,957)	(1,016,724)	(1,889,969)	(2,990,890)
Basic and diluted loss per share	(0.04)	(0.09)	(0.17)	(0.26)

The Company reported a net loss for the three and nine months ended September 30, 2024 of $507,957 and $1,889,969, respectively, or a loss of $0.04 and $0.17 per common share, respectively, compared to a net loss of $1,016,724 and $2,990,873, respectively, or net loss of $0.09 and $0.26 per common share, respectively, for the same periods in 2023. The decrease in net loss for the three and nine months ended September 30, 2024 was mainly due to a decline in administrative expenses of $229,879 and $769,592, respectively, to $123,321 and $326,101, respectively, compared to $353,200 and $1,095,693 in the comparable periods of 2023. In addition, there was a gain on financial assets measured at FVTPL of $51,304 and $152,561, respectively, for the three and nine months ended September 30, 2024 compared to a gain of $20,288 and $19,243, respectively, in the same periods in 2023.

Administrative expenses

Administrative expenses for the three and nine months ended September 30, 2024 and 2023 were as follows:

	Three months ended September		Nine months ended September
	2024 $	2023 $	2024 $	2023 $
Administrative expenses:
Management consultancy fees	77,779	219,320	267,281	638,606
Directors' fees and consultancy (note 10)	48,000	36,000	144,000	156,000
Salaries and other employee benefits (note 10)	-	87,535	-	345,725
Professional fees	12,003	69,648	28,923	116,237
Office expenses	986	2,091	1,016	2,449
Legal fees	-	(36,065)	11,651	(80,841)
Investor / public relations	-	(3,780)	-	(37,555)
Regulatory	-	(21,399)	1,017	(33,756)
Other administration expense recovery	(15,447)	(150)	(127,787)	(11,172)
	123,321	353,200	326,101	1,095,693

Administrative expenses for the three and nine months ended September 30, 2024 decreased by $229,879 and $769,592, respectively, to $123,321 and $326,101, respectively, compared to $353,200 and $1,095,693, respectively, in the comparable periods of 2023 mainly on reductions in consultancy fees, salaries, and professional fees. Other changes are noted in the table above.

The negative balances reported in the administrative expenses table above relates to the reversal of certain sales tax liabilities from prior years that will no longer be payable pursuant to statute of limitations rules. As such, in reversing the liabilities, there was a recovery/credit booked to administrative expenses, which is where the sales tax was originally expensed. During the three and nine months ended September 30, 2024, a sales tax liability reversal of $15,447 and $127,787, respectively, was booked.

Finance expenses

Finance expenses for the three and nine months ended September 30, 2024 and 2023 were as follows:

	Three months ended September		Nine months ended September
	2024 $	2023 $	2024 $	2023 $
Finance expenses:
Interest on loans payable	449,386	568,664	1,588,755	1,639,805
Accretion expense on loans payable	-	79,951	111,620	234,851
Interest on debentures payable	12,418	15,356	36,692	36,204
	461,804	663,971	1,737,067	1,910,860

During the three months ended September 30, 2024, the Company incurred finance expenses totaling $461,804 compared to $663,971 in the same period of 2023, a decrease of $202,167 on lower interest and accretion expense on loans payable.

During the nine months ended September 30, 2024, finance expenses decreased by $173,793 to $1,737,067 compared to $1,910,860 in the same period of 2023. Changes are noted in the table above.

Net gain or loss on financial assets measured at fair value through profit or loss

For the three and nine months ended September 30, 2024, the Company reported a net gain on financial assets measured at FVTPL of $51,304 and $152,561, respectively, compared to a net gain of $20,288 and $19,243 in the same period of 2023. The gain in the three and nine months ended September 30, 2024 comprised an increase in the fair value of the Tricho-Med convertible debentures receivable of $28,042 and $83,013, respectively, and an increase in the Freia equity investments of $23,262 and $69,548, respectively.

Foreign exchange losses (gains)

There were foreign exchange losses in the three and nine months ended September 30, 2024 of $25,864 and $20,638, respectively, while there were foreign exchange gains of $19,841 and $3,580, respectively, in the three and nine months ended September 30, 2023.

Summary of Quarterly Results

The following table presents unaudited selected financial information for the eight most recent quarters:

Quarter ended:	Revenue $	Net loss $	Basic and diluted loss per share $	Total assets $
September 30, 2024	-	(507,957)	(0.04)	2,983,188
June 30, 2024	-	(620,340)	(0.05)	2,925,739
March 31, 2024	-	(761,675)	(0.07)	2,859,516
December 31, 2023	-	(1,017,433)	(0.09)	2,807,699
September 30, 2023	-	(1,016,723)	(0.09)	3,079,538
June 30, 2023	-	(1,043,208)	(0.09)	3,100,210
March 31, 2023	-	(930,942)	(0.08)	3,806,328
December 31, 2022	9,362	(3,176,176)	(0.28)	5,367,419

The Company did not pay any dividends in any of the above noted quarters and any future payment appears unlikely at this time. Any future decision to pay cash dividends will be at the discretion of the Company's Board of Directors and will depend on the Company's financial position, operating results and capital requirements at the time, as well as such other factors that the Company's Board of Directors may consider relevant.

Cash flows for the nine months ended September 30, 2024 and 2023

	2024 $	2023 $
Cash flows used in operating activities	-	(2,307,124)
Cash inflows from investing activities	-	2,353,461
Decrease in cash	-	(46,337)
Cash, beginning of period	20,301	65,425
Cash, end of period	20,301	111,762

There was no change in cash during the nine months ended September 30, 2024 compared to a decrease of $46,337 in the same period of 2023. Please see the consolidated statements of cash flows in the Statements.

There has been no change with respect to the Company's overall capital risk management strategy during the nine months ended September 30, 2024.

Liquidity and Capital Resources

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. At the date of issue of these Statements, the Company is currently unable to generate sufficient funds to meet its obligations as they become due and is being supported by AIP Fund. As noted above and in note 1, its continuation as a going concern is dependent upon it raising additional capital to fund its activities, as well as restructuring its financial obligations, principally debt owing to AIP Fund. The Company recently extended the maturity of its loan facilities with AIP Fund to November 30, 2024 and received waivers of certain covenant breaches (see note 8(b) and 13 to the Statements). Currently, the Company is being funded and supported by AIP Fund, its largest creditor and shareholder, which was owed $12,158,828 (see note 11(b) to the Statements) at September 30, 2024, while $1,047,188 was owed to current and former directors and officers at that date.

The Company has no revenue and limited visibility on when it can realize on its largest asset, the Tricho-Med convertible debenture receivable, which is subject to litigation. The Company reported a net loss for the nine months ended September 30, 2024 of $1,889,969 (nine months ended September 30, 2023 – net loss $2,990,873) and cash used in operating activities

of $Nil (nine months ended September 30, 2023 - $2,307,124) since all expenses are being funded by AIP Fund. At September 30, 2024 the Company had a shareholder's deficiency of $11,514,156 (December 31, 2023 - deficiency $9,600,419). The shareholders' deficiency, recurring losses and the need for continued financing to further development activities indicate the existence of a material uncertainty that casts significant doubt as to the Company's ability to continue as a going concern. However, as the Company is currently being funded and supported by AIP Fund there appears scope to fundamentally restructure the Company's balance sheet upon a merger opportunity being identified.

To carry out planned activities and pay administrative costs in the meantime, AIP Fund has agreed to fund the Company. When the Company commences trading on the TSX-V again, both AIP Fund and Arlington, which together own over 60% of the Company's common shares, have agreed to support the Company and provide funds to meet and maintain the ongoing capital requirements established by TSX-V. As noted, the Company's future plans are to identify an operating business to merge into the Company, at which time it will endeavor to raise additional funds and restructure its debt and AIP Fund, as the Company's largest creditor and shareholder, has agreed to support the Company in this regard and has a vested interest in helping the Company achieve this.

Management of Liquidity

Managing liquidity requires constant monitoring of projected cash inflows and outflows using forecasts of the Company's financial position for purposes of ensuring adequate and efficient use of cash resources. The adequate liquidity level is established based on historical volatility and seasonal requirements, as well as on planned investments. As at September 30, 2024, the Company did not have any commitments for capital expenditures.

The Company currently has minimal cash resources and all liabilities are currently past due at September 30, 2024 with the exception of its AIP Fund loan facilities of $10,816,419 which, as noted above, were extended to November 30, 2024 and were in good standing at the date of this MD&A. Administrative expenses are being maintained at an absolute minimum and the Company is being supported by AIP Fund which is funding all necessary expenses. The Company is seeking to identify an attractive operating business to merge into it at which time it will endeavor to raise additional funds and restructure its debt.

Related Party Transactions

In addition to the related party transactions disclosed elsewhere, the Company entered into the following related party transactions in the nine months ended September 30, 2024:

(a) For the nine months ended September 30, 2024, the Company recorded a compensation expense for key management personnel and Board of Directors fees of $267,281 and $144,000, respectively (nine months ended September 30, 2023 – $345,725 and $156,000, respectively).

(b) The Company also incurred interest charges on loans received from AIP Fund, a related party. For the nine months ended September 30, 2024, interest charged in respect of the loans amounted to $1,588,755 (nine months ended September 30, 2023 – $1,639,805) as recorded as part of finance expenses in the consolidated statements of loss and comprehensive loss. As at September 30, 2024, interest accrued but unpaid in respect of the loan totalling $2,816,419 (December 31, 2023 - $1,227,664) has been recorded in the consolidated statement of financial position under other loans payable.

On November 16, 2022, the Company finalized the terms of an agreement with AIP Asset Management Inc. on behalf of AIP Fund in connection with merger and acquisition ("M&A") advisory services that AIP had been providing since November 2021 to identify and evaluate potential transactions and has been assisting the Company with structuring and due diligence with regards to these potential transactions. The agreement called for a monthly work fee retainer of $75,000 payable in cash since the beginning of the engagement agreement, which terminated in November 2023. In 2023, the Company expensed M&A advisory service (consulting) fees of $750,000 in respect of this agreement. During the nine months ended September, 2024, the Company paid fees of $Nil (nine months ended September, 2023 - $711,000) and as at September, 2024 owed fees in respect of the agreement of $1,089,000 (September, 2023 - $1,014,000), which has been recorded in the consolidated statements of financial position as part of accounts payable and accrued liabilities. To September 30, 2024, AIP Fund had also advanced $253,408 to the Company to help it pay its expenses.

At September 30, 2024, the Company owed AIP Fund $12,158,828 (December 31, 2023 - $10,298,894), including unpaid M&A advisory service fees of $1,089,000 (December 31, 2023 - $1,089,000) and $253,408 (December 31, 2023 - $93,850) for Elixer expenses paid by AIP Fund.

Capitalization

As at the date of this MD&A, November 29, 2024, there were 11,338,887 common shares of the Company issued and outstanding. In addition, there were 80,000 stock options for common shares issued, outstanding and exercisable. The stock options have an expiry date of January 16, 2025. There were also 5,141,747 warrants for common shares issued and outstanding as at the date of this MD&A. The warrants have expiry dates ranging from October 15, 2025 to June 28, 2026. See note 9 to the Statements.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Critical Accounting Judgments and Estimates

As detailed in note 2 to the Statements, management has identified critical accounting policies under which significant judgments, estimates and assumptions are made and where actual results may differ from these estimates under different assumptions and conditions and may materially affect the financial results or the financial position reported in future periods.

Changes in Material Accounting Policies

The Company's material accounting policies are disclosed in note 2 of the Statements. Accounting pronouncements issued and effective and issued but not yet effective are disclosed in notes 2.3 and 2.4 to the Statements, respectively.

Financial Instruments Risk

The Company's financial instruments risk are disclosed in note 11 to the Statements.

Risk Factors and Risk Management

Risk Factors

The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board of Directors is responsible for developing and monitoring the Company's risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies are reviewed regularly by management and the Company's Audit Committee to reflect changes in market conditions and the Company's activities.

Elixxer's common shares should be considered highly speculative due to the nature of the business of investing in high risk businesses, including cannabis. An investment in Elixxer involves a number of risks. In evaluating Elixxer, it is important to consider that it is an investment vehicle which makes investments and/or acquisitions primarily in cannabis. The reader should carefully consider the following risks and uncertainties in addition to other information in this MD&A in evaluating Elixxer and its business before making any investment decision with regard to the common shares of Elixxer. The Company's operating and financial condition could be harmed due to any of the following risks. The risks described below are not the only ones facing the Company. Additional risks not currently known to the Company may also impair the Company's business operations. The Company's financial performance is likely to be subject to the following risks:

(a) to date, Elixxer has not paid any dividends;

(b) the directors and officers of Elixxer will devote only a portion of their time to the business and affairs of the Company and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time;

(c) there can be no assurance that an active and liquid market for Elixxer's common shares will develop or continue and an investor may find it difficult to resell its common shares;

(d) the market price for Elixxer's securities could be subject to wide fluctuations. Factors such as commodity prices, government regulation, interest rates, share price movements of peer companies and competitors, as well as overall market movements, may have significant impact on the market price of the securities of Elixxer. The stock market has from time-to-time experienced extreme price and volume fluctuations which have often been unrelated to the operating performance of particular companies. In the event that management and certain directors of Elixxer reside outside of Canada or the Company identifies a foreign business or assets as a proposed transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any member of management or director resident outside Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgements obtained in Canadian courts;

(e) the Company may acquire a business, properties or assets in other jurisdictions or countries. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business; and

(f) the Company's success depends to a certain degree upon certain key members of management. It is expected that these individuals will be a significant factor in the growth and success of the Company. Loss of the service of members of the management and certain key employees could have a material adverse effect on the Company

Investment risks

The business strategy of the Company is to seek new opportunities in the cannabis space, including investing in existing companies and businesses. In the pursuit of such opportunities, the Company may fail to select appropriate businesses, to negotiate appropriate investment terms or to conduct sufficient due diligence to determine all related liabilities and regulatory requirements. In addition, the Company may encounter difficulties in its on-going relationships with investee businesses. The Company may fail to realize benefits from any particular investment. The Company cannot provide assurance that it will complete any investment that it pursues on favourable terms, or that it will be approved by the TSX-V or other regulatory authorities, or that any such investments will ultimately benefit the Company. The Company cannot provide assurance that investee businesses will be successful in their applications for licences not yet granted, or that existing licences will be

renewed. The Company cannot provide assurance that the investee businesses will be successful in implementing their business strategies, or that they will not be adversely affected by movements in market price, cost of key inputs and foreign exchange.

Change in laws, regulations and guidelines

The laws, regulations and guidelines generally applicable to the cannabis industry in Canada and internationally may change in ways currently unforeseen by the Company. The operations of the Company's various investee businesses are subject to numerous laws, regulations and guidelines relating to the manufacture, management, transportation, storage, sale, health and safety and disposal of medical or recreational cannabis, as applicable. Any amendment to or replacement of such laws and regulations may cause adverse effects to the operations of the investee businesses and thus to the Company. Such regulatory changes could have a material adverse effect on the business, financial condition and results of operations of the Company. Further, such laws and regulations vary from country to country, and different laws and regulations will apply to the Company's various current or future investee businesses, depending on where such investee businesses are located and where they carry on business. It may not be possible for the Company to ensure that each of its investee businesses complies with all applicable laws and regulations in all jurisdictions, particularly as such laws and regulations are being enacted or amended on an on-going basis. Any failure by one of the Company's investee businesses to comply with all applicable laws and regulations in all jurisdictions could have a material adverse effect on the business, financial condition and results of operations of the Company.

Public perception of medical or recreational cannabis

The use of medical or recreational cannabis is a controversial topic. There can be no guarantee that future scientific research, publicity, regulations, medical opinion or public opinion relating to medical or recreational cannabis will be favourable. The cannabis industry is still an early-stage business that is constantly evolving with no guarantee of viability. The market for cannabis is uncertain, and any adverse or negative publicity, scientific research, restrictive regulations, medical opinion or public opinion relating to the consumption of medical or recreational cannabis may have a material adverse effect on the Company's current or future investee businesses and on the Company's business, results of operation and financial condition.

Competition

The Company's various current and future investee businesses will face significant competition from numerous other businesses, both in Canada and internationally, many of which, when compared to the Company's investee businesses, may have significantly greater financial, technical, marketing and other resources. The significant competition may have an adverse effect on the Company's various investee businesses and thereby a material adverse effect on the Company's business, results of operation and financial condition.

Contingent liabilities and commitments

From time to time, the Company and/or its subsidiaries may become defendants in legal actions and the Company intends to defend itself vigorously against all legal claims. Elixer is not aware of any claims against the Company that could reasonably be expected to have a materially adverse impact on the Company's consolidated financial position, results of operations or the ability to carry on any of its business activities except as noted below.

On July 12, 2019, the Company was advised that it has been served by Tricho-Med with a motion for a declaratory judgement whereby Tricho-Med is seeking the cancellation of the convertible debenture it entered into with the Company in December of 2017 and to repay the entire amount advanced by the Company representing $4,000,000 plus the interest accrued thereon. Under the terms of the convertible debenture, upon Tricho-Med receiving its license to cultivate cannabis from Health Canada, the loan amount was to be converted into that number of common shares of Tricho-Med equivalent to 49% of Tricho-Med's capital on a fully diluted basis together with a 5% net sales royalty on all of Tricho-Med's future revenues. The Company believes that this action is without merit and the Company is well within its rights to continue to hold position with its investment in Tricho-Med. In October 2020, the Company filed an application with the Superior Court of Quebec for surrender and taking in payment of Tricho-Med's assets, which were pledged as security under the terms of the convertible debenture (see note 6 to the Statements). On April 21, 2021, Tricho-Med submitted a counterclaim against Elixer seeking $500,000 in damages for allegedly reclaiming its security. The Company believes that this counterclaim has no merit and accordingly no amounts have been accrued related to this counterclaim. The Company has been advised by legal counsel that the application will be heard in April 2026.

During February 2021, the Company was subject to a claim by a former Chief Executive Officer in respect of the termination of his consulting agreement in the amount of $1,025,000 plus costs and interest. This was offset by Elixer's counter claim of $312,000, resulting in a net claim of $713,000 plus costs and interest. No amounts have been accrued as the outcome is not yet determinable.

Internal Controls Over Financial Reporting and Disclosure Controls and Procedures

In accordance with National Instrument 52-109, Certification of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109"), the CEO and CFO must file a Venture Issuer Basic Certificate with respect to the financial information contained in the Statements and accompanying Management's Discussion and Analysis. The Venture Issuer Basic Certification includes a "Note to Reader" stating that the CEO and CFO do not make any representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal controls over financial reporting ("ICFR"), as defined in NI 52-109.

As part of the Company's corporate governance practices, ICFR and DC&P have been designed. There has been no formal evaluation of the operation of these controls. The Company has designed its ICFR to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Management works to mitigate the risk of a material misstatement in financial reporting; however, a control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

The Company's DC&P have been designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure. It should be noted that while the Company's CEO and CFO believe that the Company's DC&P and ICFR provide a reasonable level of assurance that they are effective, they do not expect that the DC&P or ICFR will prevent all errors or fraud. There have been no material changes to the internal controls of the Company during the three months ended September 30, 2024.

Additional Information

Additional information relating to the Company, including the most recent Company filings, is available under the Company's profile on the System for Electronic Document Analysis and Retrieval at www.sedarplus.ca.