Ionik reorganizes debt

Toronto, Ontario--(Newsfile Corp. - June 15, 2026) - Ionik Corporation (TSXV: INIK) (OTCQB: INIKF)  (the " Company " or " Ionik ") provides the following update on its comprehensive debt reorganization (the " Debt Reorganization "), which was previously announced on June 2, 2026. On June 11, 2026, the Company completed the equity conversion and maturity extension components of the Debt Reorganization. The remaining cash repayment components, totaling approximately US$25.8 million, are expected to be completed upon the Company's entrance into a new senior debt facility (the " New Facility "), which is expected to replace the Company's current debt facility.

Debt to Equity Conversion and Common Share Issuances As part of the Debt Reorganization, approximately US$32.2 million of Acquisition-Related Debt was converted into equity through the issuance of an aggregate of 225,631,690 common shares of the Company (" Common Shares ") at conversion prices ranging from US$0.109 to US$0.33 (C$0.152 to C$0.460) per Common Share. Currency conversions from U.S. dollars to Canadian dollar in this press release are based on the Bank of Canada daily average exchange rate on June 11, 2026, of US$1.00 = C$1.393. Prior to the Debt Reorganization, the Company had 360,955,780 Common Shares issued and outstanding.

Following the issuance of 225,631,690 Common Shares, the Company has approximately 586,587,470 Common Shares issued and outstanding on an undiluted basis and approximately 643,317,750 Common Shares on a partially diluted basis. The debt-to-equity conversions increased the Company's issued and outstanding Common Shares by approximately 62.5%. Further details regarding the Debt Reorganization, including the debt to equity conversion and Common Share issuances, can be found in the Company's press release dated June 2, 2026.

The June 2, 2026 press release should be read together with the following update arising from final closing allocations: The Company previously announced that, as part of the Rise4-related components of the Debt Reorganization, it had agreed with the applicable parties to fix and confirm the full and final amounts owing pursuant to the Company's obligations to pay an earnout at US$6.5 million (including US$1,533,350 payable to the Timothy Nye (the " New Insider ")). As a result of a downward adjustment to the number of debtholders eligible to receive the earnout payment, the portion payable to the New Insider has increased from US$1,533,350 to US$1,625,000. The Common Shares issued and issuable as part of the Debt Reorganization are subject to applicable statutory hold periods under Canadian securities law and, where applicable, the Exchange Hold Period as defined in the Corporate Finance Manual of the TSX Venture Exchange (the " TSXV "), together with contractual lock-up provisions providing for staged releases of 33.3% on each of the first, second and third anniversaries of the applicable issuance date.

Related Party Transactions Certain directors, officers and other insiders of the Company and its subsidiaries participated in the debt-to-equity conversions and amendments to existing indebtedness. Certain aspects of the debt reorganization therefore constituted related party transactions within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company relied upon the exemption from the formal valuation requirement contained in Section 5.5(b) of MI 61-101 and the financial hardship exemption from the minority shareholder approval requirement contained in Section 5.7(1)(e) of MI 61-101 (the " Financial Hardship Exemption ").

The Board of Directors of the Company formed a special committee (the " Special Committee "), comprised solely of independent directors, who reviewed and considered the Debt Reorganization and recommended that the board approve the use of the Financial Hardship Exemption. In making its recommendation, the Special Committee concluded that the Debt Reorganization was designed to improve the Company's financial position, that the terms were reasonable in the circumstances, and that obtaining minority shareholder approval would have materially jeopardized the Company's ability to complete the transaction within the required timeframe. Further details regarding the Company's use of the Financial Hardship Exemption can be found in the Company's material change report dated June 2, 2026 and filed under its profile on SEDAR+.

TSXV Matters Completion of the Debt Reorganization is subject to final acceptance by the TSXV, including TSXV final acceptance of the Historical Debt Amendments, Historical Debt Assignments and Historical Loan (as defined below). Further details regarding the Debt Reorganization are contained in the Company's press release and material change report, both dated June 2, 2026, filed under its profile on SEDAR+. The Company obtained shareholder approval (excluding those shareholders who are both Non-Arm's Length Parties (as defined in Policy 1.1 of the TSXV Corporate Finance Manual) of the Company and receiving convertible securities, Shares and/or cash pursuant to the Debt Reorganization) of the applicable components of the Debt Reorganization by written consent resolutions.

Such disinterested shareholder approval satisfies applicable requirements under the policies of the TSXV, because (a) disinterested shareholder approval is required under Section 5.11(a) of Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets of the TSXV Corporate Finance Manual (" Policy 5.3 ") because certain transactions involve Non-Arm's Length Parties and satisfactory evidence of value (as described in Policy 5.4 - Capital Structure, Escrow and Resale Restrictions of the TSXV Corporate Finance Manual ) was unavailable; and (b) pursuant to Section 5.14(b) of Policy 5.3, approval is necessary because the number of securities issued or issuable to Non-Arm's Length parties as a group exceeds 10% of the Company's outstanding securities on a non-diluted basis prior to the anticipated closing date of the Debt Reorganization. Historical Loan, Historical Debt Amendments and Historical Debt Assignments The Company is also providing an update regarding (i) certain historical amendments made to acquisition-related indebtedness; (ii) assignments of certain acquisition-related debts involving non-arm's length parties; and (iii) a historical loan made by a non-arm's length party (the " Historical Debt Amendments, Historical Debt Assignments and Historical Loan "), which were set out in the Company's press release dated June 2, 2026. The Company obtained disinterested shareholder approval for the Historical Debt Amendments, Historical Debt Assignments and Historical Loan by consent resolutions.

Disinterested shareholder approval pursuant to Section 5.11(a) of TSXV Policy 5.3 was required because certain transactions involved Non-Arm's Length Parties and satisfactory evidence of value (as described in Policy 5.4) was not provided. No Offering in the United States The securities described herein 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. Accordingly, these securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to exemptions therefrom.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. About Ionik Corporation Ionik Corporation, a Tier 1 Issuer on the TSXV with shares also trading on the OTCQB Venture Market, is a technology-driven marketing and advertising solutions company that helps brands, advertisers, and publishers connect with their audiences through data-driven insights and advanced automation. By leveraging its extensive suite of integrated marketing technology, creative expertise, and proprietary first-party data, Ionik optimizes the entire customer acquisition and retention journey.

The Company's platform unites Media Activation and Marketing Optimization through its AI-Powered Data Engine to create a seamless advertising ecosystem, helping businesses efficiently source, retain, and monetize their customers. Additional information about the Company is available at www.sedarplus.ca .   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. Cautionary Statement Regarding Forward-Looking Information Certain information in this news release constitutes forward-looking statements and forward-looking information under applicable Canadian and U.S. securities legislation (collectively, " forward-looking information ").

Forward-looking information is often identified by the use of words such as "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. Forward-looking information includes, but is not limited to, statements regarding the anticipated entrance into the New Facility and completion of the cash repayment components of the Debt Reoganization; the anticipated effects of the Debt Reorganization on the Company's capital structure, liquidity, financial position and future operations; anticipated future share issuances pursuant to outstanding convertible debt instruments; and the Company's ability to execute on its strategic objectives and growth initiatives. Forward-looking information is not composed of historical facts, but rather represents management's expectations, estimates and projections regarding future events and conditions.

Such forward-looking information is necessarily based on a number of opinions, assumptions and estimates that management considers reasonable as of the date of this news release, including, without limitation, assumptions regarding the Company's future operating performance, cash flows and liquidity; the continued availability of financing and banking services on acceptable terms; the Company's ability to satisfy the financial covenants and other obligations required under the New Facility; the stability of market conditions, interest rates and general economic conditions; and the absence of material adverse changes affecting the Company's business, operations or financial condition. Forward-looking information is also subject to known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements, or future events, to differ materially from those expressed or implied by such forward-looking information. These risks and uncertainties include, but are not limited to: risks relating to the Company's ability to generate sufficient cash flow to service its indebtedness; risks associated with compliance with financial covenants and other obligations required to enter into and maintain the New Facility and other debt instruments; changes in interest rates, economic conditions or capital markets; competitive pressures; changes in applicable laws, regulations or TSXV policies; and those risks and uncertainties described in greater detail in the Company's public disclosure documents available under the Company's profile on www.sedarplus.ca .

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned not to place undue reliance on forward-looking information, as actual results and future events could differ materially from those expressed or implied. Forward-looking information is made as of the date of this news release, and the Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/301589 Newsfile Corp. June 15, 2026 - 2:00 PM PDT News by QuoteMedia www.quotemedia.com