Elixxer Ltd. — Proxy Solicitation & Information Statement 2025

Nov 25, 2025

ELIXXER

Elixer Ltd

Computershare

320 Bay Street, 14th Floor

Toronto, ON M5H 4A6

www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual and Special Meeting to be held on Tuesday, December 30, 2025

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Poxies submitted must be received by Wednesday, December 24, 2025, at the hour of 2:00 p.m., (Eastern Standard Time).

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.
  1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

024OIA

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Appointment of Proxyholder

I/We being holder(s) of securities of Elixer Ltd. (the "Company") hereby appoint: Karim Mecklai, Chief Executive Officer of the Company, or failing this person Fiona Fitzmaurice, Chief Financial Officer of the Company (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual and Special Meeting of shareholders of the Company to be held at 200 Bay St. Suite 3240, Toronto, ON M5J 2J1, on Tuesday, December 30, 2025 at 2:00 p.m. (Eastern Standard Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY INCHLIGHTED TEXT OVER THE BOXES.

									For	Against
1. Number of Directors									☐	☐
To set the number of Directors at four.
2. Election of Directors
	For	Withhold		For	Withhold		For	Withhold		Fold
01. Jayahari (Jay) Balasubramaniam	☐	☐	02. Alexey (Alex) Kanayev	☐	☐	03. Mark E. Romano	☐	☐	04. Edward Milewski	☐
									For	Withhold
3. Appointment of Auditors									☐	☐
Appointment of CAN Partners, Chartered Professional Accountants as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.									For	Against
4. Amendment of Articles - Name Change									☐	☐
To consider and, if deemed advisable, pass, with or without variation, a special resolution to amend the articles of incorporation of the Company to change the name of the Company to such name as the directors of the Company, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Canada Business Corporations Act.									☐	☐
5. Amendment of Articles - Consolidation									☐	☐
To consider and, if deemed advisable, pass, with or without variation, a special resolution to amend the articles of incorporation of the Company so that the directors of the Company be authorized to effect the consolidation of all of the issued and outstanding common shares without par value in the capital of the Company on the basis of up to ninety (90) pre-Consolidation Common Shares for one (1) post-Consolidation Common Share (90:1).									☐	☐
6. Stock Option Plan									☐	☐
To re-approve the Company's stock option plan last approved by Shareholders at the Company's annual and special meeting of shareholders held on March 20, 2025.									☐	☐
7. Debt Settlement									☐	☐
To authorize the directors of the Company to issue 83,924,151 Common Shares in the capital of the Company pursuant to the Debt Settlement, all as more particularly described in the Company's management information circular.									☐	☐
8. Delisting from TSXV									☐	☐
To authorize the Company to voluntarily delist its securities from the TSX Venture Exchange.									☐	☐

Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

Signature(s)

Date

DD/MM/YY

Signing Capacity

Interim Financial Statements - Mark this box if you would like to receive interim financial statements and accompanying Management's Discussion and Analysis by mail.

☐

Annual Financial Statements - Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Information Circular - Mark this box if you would like to receive the Information Circular by mail for the next securityholders' meeting.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

CKNQ

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024OJC