Toronto, Ontario--(Newsfile Corp. - June 2, 2026) - Ionik Corporation (TSXV: INIK) (OTCQB: INIKF) (the "Company") wishes to provide an update to its May 22, 2026 announcement regarding the 30-day extension (the "Facility Extension") to its syndicated debt facility (the "Current Debt Facility"), comprehensive debt reorganization (the "Debt Reorganization") and the Company's anticipated entrance into a new senior debt facility (the "New Facility"), which is expected to replace the Current Debt Facility. The Facility Extension extends the maturity date of the Current Debt Facility from May 25, 2026 to June 25, 2026 and has been secured solely to permit completion of the Debt Reorganization and New Facility.

The Company's capital structure reflects a series of acquisitions financed, in part, through vendor take-back debt, earnout obligations and other acquisition-related indebtedness. The Debt Reorganization is expected to reduce the Company's near-term cash obligations by converting a significant portion of outstanding indebtedness into equity and extending the maturity of remaining obligations to March 31, 2030. Completion of the Debt Reorganization is a condition to the Company entering into the New Facility.

Overview of Debt Reorganization

The Debt Reorganization consists of a coordinated series of settlement, amendment and repayment steps relating to acquisition-related obligations arising from the Company's historical acquisitions of Nimble5, LLC ("Nimble5") in September of 2024, OpenMoves LLC ("OpenMoves") in April of 2023, Rise4 Inc. ("Rise4") in November of 2024, Schiefer Media, Inc. ("SCS") in April of 2023, S44 LLC ("Shift44") in November of 2023 and Ubiquity Agency LLC ("Ubiquity") in September of 2022. A number of these obligations were originally issued as part of the Company's acquisition consideration packages (including vendor take-back debt, convertible debentures, holdbacks and earnouts).

Certain portions of the applicable indebtedness will be settled pursuant to certain earnout agreements and similar agreements (the "Debt Reorganization Agreements"), and the issuance of certain convertible debt instruments ("Settlement Debt Instruments") which will automatically convert to common shares in the capital of the Company ("Shares" and the Shares issuable upon such conversions are referred to as the "Settlement Shares"), subject to the approval of the TSX Venture Exchange (the "TSXV"), while other portions of the indebtedness will be repaid in cash pursuant to the issuance of certain non-convertible debt instruments ("Repayment Debt Instruments") or amended through the issuance of certain debt instruments ("Amendment Debt Instruments" and together with the Settlement Debt Instruments and Repayment Debt Instruments, the "Reorganization Debt Instruments") that are convertible into Shares ("Amendment Shares"), subject to the approval of the TSXV. The Reorganization Debt Instruments will be subject to a four month hold period pursuant to applicable Canadian securities laws and will bear a legend to such effect. Certain Reorganization Debt Instruments will be subject to the Exchange Hold Period (as such term is defined in Policy 1.1 of the TSXV Corporate Finance Manual) and will bear a legend to such effect. Any Settlement Shares and Amendment Shares issued within four months of the date of issuance of the applicable Reorganization Debt Instrument will be subject to the balance of the four month hold period pursuant to applicable Canadian securities laws and, if applicable, the balance of the Exchange Hold Period, and such Shares will bear legend(s) to such effect.

In aggregate, the Debt Reorganization is expected to result in the settlement of indebtedness of approximately US$61 million through the issuance of an aggregate of approximately 225,631,690 Settlement Shares and through cash repayments of an aggregate of approximately US$25,833,000, all pursuant to the applicable Reorganization Debt Instruments. Based on the Company's issued and outstanding Shares as of the date hereof, being 360,955,780 Shares, it is anticipated that approximately 586,587,470 Shares will be issued and outstanding (approximately 643,414,586 on a partially diluted basis) upon completion of the Debt Reorganization. Certain settlements, repayments, amendments and assignments described herein involve Insiders of the Company (as such term is defined in Policy 1.1 of the TSXV Corporate Finance Manual), and are non-arm's-length transactions, as further described below.

In addition, the Company is providing an update on certain historical amendments to acquisition-related debt instruments implemented in 2023 in connection with the Company's entry into its Current Debt Facility as well as the assignment of certain acquisition-related debt instruments.

Currency conversions from U.S. dollars to Canadian dollars in this press release are based on the Bank of Canada daily average exchange rate on June 1, 2026 of US$1.00 = C$1.3837.

The closing price of the Shares on the TSXV on June 1, 2026, was C$0.055. The conversion prices under the Reorganization Debt Instruments will range from US$0.109 to US$0.78 (C$0.151 to C$1.079) per Share, representing a premium to the market price of the Shares, which have traded at a high of C$0.10 and a low of C$0.03 over the six months preceding the date of this press release, based on information available on money.tmx.com.

Nimble5 Transactions

In connection with the Debt Reorganization, the Company will enter into agreements and issue debt instruments to settle, repay and amend certain acquisition-related obligations arising from its September 2024 acquisition of Nimble5, a performance marketing company. Under the proposed transactions, a substantial portion of the Company's outstanding obligations pursuant to earn-out amounts, holdback cash amounts and non-interest-bearing vendor take-back amounts will be settled through the issuance of Shares at conversion prices ranging from US$0.109 to US$0.33 (C$0.151 to C$0.457) per Share, with the balance to be repaid in cash. In addition, the terms of a working capital loan will be amended.

The Nimble5-related components of the Debt Reorganization are expected to include the following:

• an agreement with the applicable parties to fix and confirm the full and final amounts owing pursuant to the Company's obligations to pay a lump sum earnout (US$14,535,000) and an installment earnout (US$2,966,295 for the fiscal year ended December 31, 2025, and an aggregate of US$5,394,000 for the fiscal years ended December 31, 2026 and 2027), in lieu of calculating such amount as set out in the applicable acquisition agreement(s);

• settlement of approximately US$19.65 million of certain Nimble5-related obligations through the issuance of Shares, including the settlement of (i) approximately US$9.67 million of lump-sum earn-out amounts at a conversion rate of US$0.127 (C$0.176) per Share, resulting in the issuance of approximately 76,173,748 Shares (including 14,655,829 Shares issuable to Smokey Burns, an Insider of the Company ("Mr. Burns") and 15,569,914 Shares issuable to Pfister Week, an Insider of the Company ("Mr. Week")), (ii) US$511,000 of holdback cash at a conversion rate of US$0.146 (C$0.202), resulting in the issuance of approximately 3,500,000 Shares, all issuable to Mr. Burns, (iii) approximately US$5.39 million of installment earn-out amounts at a conversion rate of US$0.33 (C$0.457) per Share, resulting in the issuance of approximately 16,345,449 Shares (including 3,144,865 Shares issuable to Mr. Burns and 3,341,010 Shares issuable to Mr. Week), and (iv) approximately US$4.08 million of vendor take-back debt at a conversion rate of US$0.109 (C$0.151) per Share, resulting in the issuance of approximately 37,412,842 Shares (including 3,750,458 Shares issuable to Mr. Week);

• repayment of an aggregate of approximately US$12.27 million of such Nimble5-related obligations in cash, including (i) the balance of the Company's lump-sum earnout out obligations, being approximately US$4.86 million, on or around the effective date of the New Facility (the "New Facility Effective Date"), (ii) the balance of the Company's holdback-related obligations, being approximately US$2.15 million on or around the New Facility Effective Date (including a payment of US$567,455 to Ted Hastings, an Insider of the Company ("Mr. Hastings"), a payment of US$812,000 to Mr. Burns and a payment of US$613,244 to the New Insider (as defined below)), (iii) the balance of the Company's installment earn-out obligations, being approximately US$2.97 million on or prior to New Facility Effective Date, and (iv) the balance of the Company's vendor take-back obligations, being approximately US$2.29 million (including a payment of $1,369,178 to the New Insider), on or around the New Facility Effective Date;

• immediately prior to the settlement and repayment steps described above, approximately US$1.32 million of the Nimble5 holdback cash obligations will be assigned by certain Nimble5 vendors to Mr. Burns; and

• amendment of the terms of a working capital loan from Mr. Burns with a principal amount of US$3.0 million, plus accrued and unpaid interest, to provide for optional conversion of the principal amount to Shares at a fixed price of US$0.33 (C$0.457) per Share, to increase the interest rate from 10% per annum to 18% per annum (payable in cash only), and to extend the maturity date to March 31, 2030.

OpenMoves Transaction

In connection with the Debt Reorganization, the Company will enter into agreements and issue debt instruments to settle, repay and amend certain acquisition-related obligations arising from its April 2023 acquisition of OpenMoves, a performance and growth marketing business. Under the proposed transactions, a portion of the outstanding OpenMoves-related indebtedness will be settled through the issuance of Shares at a conversion price of US$0.146 (C$0.202) per Share, a portion will be repaid in cash and the remaining balance will be amended.

The OpenMoves-related components of the Debt Reorganization include the following:

• settlement of approximately US$2.77 million of certain OpenMoves-related indebtedness at a conversion rate of US$0.146 (C$0.202) through the issuance of 18,944,087 Shares (including 1,012,582 Shares issuable to Mr. Burns and 3,500,000 Shares issuable to Mr. Week);

• repayment of approximately US$575,000 of such OpenMoves-related indebtedness to Mr. Burns, in cash, on or around the New Facility Effective Date;

• amendment of the terms of the balance of such OpenMoves-related indebtedness, being approximately US$1.05 million, to provide for optional conversion of the principal amount to Shares at a fixed price of US$0.33 (C$0.457) per Share, to increase the interest rate from 11.25% per annum to 12% per annum (payable in cash only), and to extend the maturity date to March 31, 2030; and

• certain portions of the OpenMoves-related indebtedness will be assigned among holders, including assignments involving Mr. Burns and Mr. Week, prior to the settlement and amendment steps described above.

Rise4 Transactions

In connection with the Debt Reorganization, the Company will enter into agreements and issue debt instruments to settle, repay and amend certain acquisition-related obligations arising from its November 2024 acquisition of Rise4, a performance marketing company.

Under the proposed transactions, a substantial portion of the Company's outstanding obligations pursuant to holdback cash amounts and vendor take-back amounts will be settled through the issuance of Shares at conversion prices of US$0.146 and US$0.33 (C$0.202 and C$0.457) per Share, with the balance to be repaid in cash or amended. In addition, certain earnout obligations will be amended and a working capital loan will be repaid in cash.

The Rise4-related components of the Debt Reorganization include the following:

• an agreement 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 New Insider), in lieu of calculating such amount as set out in the acquisition agreement(s) and to provide for a maturity date of March 31, 2030, in connection with such debt;

• settlement of approximately US$7.16 million of certain Rise4-related obligations through the issuance of Shares at a conversion rate of US$0.146 (C$0.202) per share, consisting of the settlement of (i) approximately US$191,000 of certain holdback cash through the issuance of approximately 1,308,630 Shares to the New Insider, and (ii) approximately US$6.97 million of certain vendor take-back debt through the issuance of approximately 47,714,725 Shares;

• repayments of (i) the balance of such holdback cash obligations, being approximately US$70,000 in cash to the New Insider on or around the New Facility Effective Date, and (ii) a working capital loan of approximately US$2.72 million (including a payment of US$463,830 to the New Insider); and

• amendment of the terms of the balance of such vendor take back debt, being approximately US$2.53 million, to provide for optional conversion of the principal amount to Shares at a fixed price of US$0.33 (C$0.457) per Share, to provide for interest at a rate of 12% per annum (payable in cash only), and to extend the maturity date to March 31, 2030.

SCS Transactions

In connection with the Debt Reorganization, the Company will enter into agreements and issue debt instruments to settle and repay certain acquisition-related obligations arising from its April 2023 acquisition of SCS, a brand transformation and digital agency business.

Under the proposed amendments, a portion of the Company's outstanding obligations pursuant to certain debt will be settled through the issuance of Shares at a conversion price of US$0.109 (C$0.151) per Share, with the balance of certain debt to be repaid in cash.

The SCS-related components of the Debt Reorganization include the following:

• settlement of approximately US$1.72 million of certain SCS-related debt through the issuance of Shares, including the settlement of (i) US$1.12 million of such debt through the issuance of approximately 10,255,834 Shares to the New Insider at a conversion rate of US$0.109 (C$0.151) per Share, and (ii) approximately US$600,000 of such debt through the issuance of approximately 5,504,587 Shares to Mr. Burns at a conversion rate of US$0.109 per Share; and

• repayment of US$900,000 in SCS-related debt in cash to the New Insider on or around the New Facility Effective Date.

Shift44 Transactions

In connection with the Debt Reorganization, the Company has agreed to amend and restructure certain acquisition-related obligations arising from its November 2023 acquisition of Shift44, a first-party data acquisition, lead generation and performance marketing platform.

Under the proposed amendments, the Company will repay a portion of the outstanding Shift44-related indebtedness in cash, with the remaining balance amended to reduce the conversion price, extend the maturity date to March 31, 2030 and provide for interest at 12% per annum payable in cash.

The Shift44-related components of the Debt Reorganization include the following:

• repayment of US$5.0 million of certain Shift44-related debt in cash on or around the New Facility Effective Date (including a payment of US$2,406,250 to Corey McCutchen, an Insider of the Company ("Mr. McCutchen") and a payment of $2,406,250 to Joseph Barreca, an Insider of the Company ("Mr. Barreca")); and

• amendment of the terms of the balance of such Shift44-related debt, being US$11.75 million, to provide for optional conversion of the principal amount to Shares at a fixed price of US$0.33 (C$0.457) per Share, for a maximum issuance of up to 35,606,060 Shares (including 17,135,416 Shares issuable to Mr. McCutchen and 17,135,416 Shares issuable to Mr. Barreca), to provide for interest at a rate of 12% per annum (payable in cash only), and to extend the maturity date to March 31, 2030.

Ubiquity Transactions

In connection with the Debt Reorganization, the Company will enter into agreements and issue debt instruments to settle, repay and amend certain acquisition-related obligations arising from its September 2022 acquisition of Ubiquity, a user acquisition and marketing technology business.

Under the proposed transactions, a portion of the outstanding Ubiquity-related indebtedness will be settled through the issuance of Shares at a conversion price of US$0.109 (C$0.151) per Share and the remaining balance will be repaid in cash.

The Ubiquity-related components of the Debt Reorganization include the following:

• settlement of approximately US$923,000 of certain debt through the issuance of approximately 8,471,788 Shares at a conversion rate of US$0.109 (C$0.151) per Share, issued to the New Insider;

• repayment of approximately US$7.26 million of such debt in cash on or around the New Facility Effective Date (including US$1,255,993 paid to the New Insider); and

• amendment of the balance of such debt, being approximately US$1.0 million, to extend the maturity date to March 31, 2030, while maintaining (i) optional conversion of the principal amount to Shares at a fixed price of US$0.78 (C$1.079) per Share, for a maximum issuance of up to 1,282,051 Shares (including 330,512 Shares issuable to Aquavia LLC, an entity controlled by Jurgen Cautreels, an Insider of the Company ("Aquavia")) and (ii) interest at a rate of 15% per annum (payable in cash only).

Hold Periods and Lock-Ups

Shares issued (and Shares issuable) in connection with the Debt Reorganization will generally be subject to contractual lock-up provisions providing for staged releases of 33.3% on each of the first, second and third anniversaries of the issuance date of the applicable Reorganization Debt Instrument, in addition to applicable statutory resale restrictions.

US Registration Disclaimer

The Reorganization Debt Instruments and any Shares issuable pursuant thereto will be issued to persons in the United States pursuant to section 3(a)(9) of the United States Securities Act of 1933, as amended (the "1933 Act") or to persons reasonably believed by the Company to be accredited investors in the United States under Rule 506 under the 1933 Act. None of the foregoing securities have been and will not be registered under the 1933 Act or any applicable state securities laws and 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 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Early Warning Disclosure

In connection with the Debt Reorganization, Tim Nye (the "New Insider") is expected to become an Insider of the Company by virtue of holding more than 10% of the issued and outstanding Shares of the Company following completion of the Debt Reorganization. The New Insider is expected to file an early warning report in accordance with applicable securities laws, which will contain additional information and will be available under the Company's issuer profile on SEDAR+.

New Facility

The Company will provide information on the New Facility in due course.

Historical Loan, Historical Debt Amendments and Historical Debt Assignments

The Company is also providing an update regarding (i) the Historical Loan (as defined below); (ii) certain historical amendments made to acquisition-related indebtedness, including with respect to the Company's entry into the Current Debt Facility (the "Historical Debt Amendments"), and (iii) the assignment of certain acquisition-related debts involving non-arm's length parties ("Historical Debt Assignments"). Descriptions of the Historical Loan, Historical Debt Amendments and Historical Debt Assignments are set forth below.

Nimble5

On September 13, 2024, Mr. Burns, a Nimble5 vendor, provided a US$3 million working capital loan to Nimble5, which loan was represented by a non-convertible promissory note with an interest rate of 10% per annum and a maturity date of November 30, 2026 (the "Historical Loan").

On December 1, 2024, a US$6 million interest-bearing vendor take-back promissory note (including interest accrued and unpaid since September 4, 2024) was assigned by the holder, a corporate entity partially owned by Mr. Burns and Mr. Week, to a third-party for a purchase price of US$6 million.

On January 1, 2025, approximately US$1.23 million of the Nimble5 vendor take back convertible debenture was assigned to certain Nimble5 vendors, including US$408,800 assigned to Mr. Week.

On January 1, 2025, approximately US$3.77 million of the Nimble5 vendor take back convertible debenture was assigned by the holder, a corporate entity partially owned by Mr. Burns and Mr. Week, to a third-party.

On September 3, 2025, certain Nimble5 vendors assigned an aggregate of US$536,000 plus interest in Nimble5 holdback cash to Mr. Hastings.

On August 29, 2025, the Company and certain Nimble5 Vendors entered into an agreement to extend the repayment date for Nimble5 holdback cash and to increase the interest to 18% per annum, accruing from September 3, 2025, until the Nimble5 holdback cash is repaid in full.

On March 31, 2026, the Company and certain Nimble5 Vendors entered into an agreement to set the repayment date for Nimble5 holdback to the earlier of the New Facility Effective Date and November 30, 2026.

On December 31, 2025, Mr. Burns assigned US$481,000 plus accrued and unpaid interest in Nimble5 holdback cash to the New Insider for a purchase price of US$481,000.

OpenMoves

On May 24, 2023, the Company and vendors of OpenMoves amended an OpenMoves acquisition related convertible debenture to include, inter alia, the following terms: (a) an immediate increase of US$500,000 to the principal amount (to US$2.5 million); (b) if the Company fails to prepay all obligations on or before October 23, 2023, the principal amount will be increased by a further US$250,000 (to US$2.75 million); (c) if the Company fails to prepay all obligations on or before May 31, 2025, the principal amount will be increased by a further US$500,000 (to US$3.25 million) and 11% per annum interest will accrue from May 31, 2025; and (d) the maturity date will be extended to November 30, 2026.

On October 27, 2023, the OpenMoves vendors (including Amir Chitayat, an Insider of the Company at the time) assigned a US$2,750,000 principal amount of the OpenMoves convertible debenture to Mr. Burns (not an Insider at this time).

On August 1, 2024, the OpenMoves convertible debenture was amended to include, inter alia, the following terms: (a) interest at 11.25% per annum from October 27, 2023, (b) principal convertible at US$0.78 per Share (subject to TSXV approval with respect to any amount over the initial US$2 million) (c) interest convertible at the greater of (i) US$0.78 per Share and (ii) the lesser of the last closing price of the Shares on the TSXV before the Company's issuance of a press release in respect of the conversion of the convertible debenture and the lowest price permitted by the TSXV (subject to TSXV approval) (d) maturity date of November 30, 2026. This convertible debenture was further amended and restated on January 1, 2026 to include a US$854,301 loan fee with, inter alia, the following terms: (a) interest at 12% per annum from January 1, 2026; (b) principal convertible at US$0.33 (C$0.457) per Share (subject to TSXV approval) interest convertible at the greater of (i) US$0.33 (C$0.457) per Share and (ii) the lesser of the last closing price of the Shares on the TSXV before the Company's issuance of a press release in respect of the conversion of the OpenMoves CD and the lowest price permitted by the TSXV (subject to TSXV approval); and (c) maturity date of November 30, 2029.

SCS

On May 24, 2023, the Company and the vendors of SCS, including an Insider of the Company (James A. Schiefer, Trustee of the James Schiefer Living Trust dated December 16, 2020 ("Schiefer")), amended an SCS acquisition related convertible debenture to include, inter alia, the following terms: (a) the maturity date will be extended to November 30, 2026; (b) if the Company fails to prepay all obligations on or before May 31, 2025, the principal amount will be increased by US$75,000; and (c) 11% per annum interest will accrue from May 31, 2025.

On May 24, 2023, the Company and the vendors of SCS, including an Insider of the Company (Schiefer), amended an SCS acquisition related vendor take back promissory note agreement to include, inter alia, the following terms: (a) in the event that the Company does not prepay the balance of the note in full by May 31, 2025, (i) the principal amount of the debt will increase by US$150,000; (ii) the interest rate on the debt will be further increased to 11% per annum calculated from May 31, 2025; and (b) the maturity date of the promissory note was extended to November 30, 2026.

On June 26, 2023, the US$750,000 principal amount of the SCS convertible debenture was sold and assigned to the New Insider.

On June 24, 2024, the US$1,500,000 balance of the SCS vendor take-back debt was sold and assigned to the New Insider and on July 24, 2024, US$600,000 of this SCS vendor take back debt was sold and assigned by the New Insider to Mr. Burns (neither of whom were Insiders at the time).

On January 1, 2026, a Loan Fee of US$208,074 was added to SCS convertible debenture principal balance.

Ubiquity

On May 24, 2023, the Company and vendors of Ubiquity, including Insiders of the Company (Tygra Investments LLC, an entity controlled by Robert Shaner, a former Insider of the Company, Jaselyn Capital LLC, an entity controlled by Chris Freed, a former Insider of the Company, and Aquavia), amended a Ubiquity acquisition related convertible debenture to include, inter alia, the following terms: (a) interest accrued at a rate of (i) 7.5% per annum from September 8, 2022, until May 13, 2025, and (ii) 15% per annum from May 14, 2025 to maturity (November 30, 2026) or full repayment; (b) the maturity date will be extended to November 30, 2026; and (c) if the Company fails to prepay all obligations on or before May 13, 2025, the principal amount will be increased by US$750,000 (the "Contingent Principal Amount").

On June 1, 2023, the interest on the Ubiquity convertible debenture and the Contingent Principal Amount (which accrued to approximately US$2,255,993 as of January 1, 2026) were sold and assigned to the New Insider.

These items are being addressed through the filing of applicable TSXV forms, and the Company expects to obtain the required shareholder approval for these amendments by obtaining disinterested shareholder approval to satisfy the requirements of the TSXV, including as evidence of value where applicable.

Certain of the historical amendments may be considered "related party transactions" within the meaning of MI 61-101, and the Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 that were available at the time such transactions were entered into. Specifically, the Company relied on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101 and on the exemption from the minority shareholder approval requirement in section 5.7(1)(a) of MI 61-101, as the fair market value of the applicable related party transactions, at the relevant time, did not exceed 25% of the Company's market capitalization at the relevant time.

Extension of Existing Senior Debt Facility

The maturity date of the Company's Current Debt Facility has been extended from May 25, 2026 to June 25, 2026. The extension provides the Company with additional time to continue discussions regarding the New Debt Facility and Debt Reorganization.

Approvals and Timing

Debt Reorganization

Aspects of the Debt Reorganization, including the issuance of the Reorganization Debt Instruments and any Shares issuable pursuant thereto, is subject to TSXV acceptance, the receipt of disinterested shareholder approval and other customary closing conditions. The Company expects to obtain 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 is intended to satisfy 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) is 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.

The Company anticipates entering into the New Facility on or around June 10, 2026, with the applicable settlements, repayments and amendments to occur at around such time, subject to receipt of applicable TSXV approval.

Historical Loan, Historical Debt Amendments and Historical Debt Assignments

The Historical Loan, Historical Debt Amendments and Historical Debt Assignments are subject to TSXV acceptance, and the Debt Reorganization cannot proceed unless TSXV approval for the Historical Debt Amendments and Historical Debt Assignments is obtained. TSXV approval is subject to, among other things, disinterested shareholder approval pursuant to Section 5.11(a) of TSXV Policy 5.3 because certain transactions involved Non-Arm's Length Parties and satisfactory evidence of value (as described in Policy 5.4) was not provided. The Company expects to obtain shareholder approval (excluding those shareholders who are both Non-Arm's Length Parties of the Company and received convertible securities, Shares and or cash pursuant to the Historical Debt Amendments and Historical Debt Assignments) for the Historical Debt Amendments and Historical Debt Assignments by written consent resolutions.

MI 61-101 Related Party Transaction Disclosure

Debt Reorganization

Certain components of the Debt Reorganization (including certain settlements, amendments and assignments involving related parties (as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"))) may be considered "related party transactions" for the purposes of MI 61-101.

The Company intends to rely on available exemptions from the formal valuation and minority shareholder approval requirements in Sections 5.4 and 5.6, respectively, of MI 61-101. In respect of the formal valuation requirement, the Company is relying on the exemption under Section 5.5(b) of MI 61-101, as no securities of the Company are listed or quoted on the specified markets. In respect of the minority shareholder approval requirement, the Company intends to rely on the "financial hardship" exemption set forth in Section 5.7(1)(e) of MI 61-101, based on the determinations described in the material change report filed in connection with the Debt Reorganization.

Historical Loan

To the extent the Historical Loan constituted a "related party transaction" within the meaning of MI 61-101, the Company relies on the "Transaction Not Exceeding 25% of Market Capitalization" exemption from the minority shareholder approval requirement set out in section 5.7(1)(a) of MI 61-101. The exemption in section 5.7(1)(a) of MI 61-101 applies where, at the time a transaction is agreed to, neither the fair market value (as defined in MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties (as defined in MI 61-101), exceeds 25 per cent of the issuer's market capitalization and, for this purpose, if the assets involved in the transaction include instruments providing for the possible future purchase of securities, the calculation of the fair market value must include the fair market value of the maximum number of securities or other consideration that the issuer may be required to issue or pay in the future transaction.

On this basis, the Company submits that the exemption in section 5.7(1)(a) of MI 61-101 is available, and that minority shareholder approval under MI 61-101 is not required for the Historical Loan, as the Historical Loan did not exceed 25% of the Company's market capitalization (as defined in 61-101).

Historical Debt Amendments

To the extent the Historical Debt Amendments constituted "related party transactions" within the meaning of MI 61-101, the Company relies on the "Transaction Not Exceeding 25% of Market Capitalization" exemption from the minority shareholder approval requirement set out in section 5.7(1)(a) of MI 61-101. The exemption in section 5.7(1)(a) of MI 61-101 applies where, at the time a connected transaction (as defined in MI 61-101) is agreed to, neither the fair market value (as defined in MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties (as defined in MI 61-101), exceeds 25 per cent of the issuer's market capitalization and, for this purpose, if the assets involved in the transaction include instruments providing for the possible future purchase of securities, the calculation of the fair market value must include the fair market value of the maximum number of securities or other consideration that the issuer may be required to issue or pay in the future transaction.

On this basis, the Company submits that the exemption in section 5.7(1)(a) of MI 61-101 is available, and that minority shareholder approval under MI 61-101 is not required for the Historical Debt Amendments, as none of the Historical Debt Amendments (connected or otherwise) exceeded 25% of the Company's market capitalization (as defined in MI 61-101).

Historical Debt Assignments

To the extent the Historical Debt Assignments constituted "related party transactions" within the meaning of MI 61-101, the Company relies on the "Transaction Not Exceeding 25% of Market Capitalization" exemption from the minority shareholder approval requirement set out in section 5.7(1)(a) of MI 61-101. The exemption in section 5.7(1)(a) of MI 61-101 applies where, at the time a connected transaction (as defined in MI 61-101) is agreed to, neither the fair market value (as defined in MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties (as defined in MI 61-101), exceeds 25 per cent of the issuer's market capitalization and, for this purpose, if the assets involved in the transaction include instruments providing for the possible future purchase of securities, the calculation of the fair market value must include the fair market value of the maximum number of securities or other consideration that the issuer may be required to issue or pay in the future transaction.

On this basis, the Company submits that the exemption in section 5.7(1)(a) of MI 61-101 is available, and that minority shareholder approval under MI 61-101 is not required for the Historical Debt Assignments, as none of the Historical Debt Assignments (connected or otherwise) exceeded 25% of the Company's market capitalization (as defined in MI 61-101).

Material Change Report

Please refer to the material change report of the Company filed on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile, which will be filed within 10 days of the date of filing of this press release, which is less than 21 days before the dates on which the Company anticipates completing (a) the execution of the Debt Reorganization Agreements and the Debt Reorganization Instruments and (b) the issuance of the Settlement Shares. The Company believes this shorter period is reasonable and necessary in the circumstances as the details of the Debt Reorganization and the matters related thereto were not finalized until immediately prior to the date hereof and the Company wished to complete the Debt Reorganization and the matters related thereto as soon as practicable for sound business reasons.

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 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 completion, timing and implementation of the Debt Reorganization and the New Facility and the expected effects of the Debt Reorganization and New Facility on the Company's capital structure, liquidity and financial position.

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 that: all required corporate, shareholder, regulatory and TSXV approvals will be obtained on a timely basis and on the terms anticipated; the Company will be able to consummate the Debt Reorganization substantially on the terms described herein and within the anticipated timeframe; counterparties to the Debt Reorganization will perform their respective obligations in accordance with negotiated agreements; market conditions, interest rates and general economic conditions will remain materially consistent with current conditions; the Company will be able to access financing and liquidity on acceptable terms if required; the Company will be able to meet its financial obligations as they become due; and no unforeseen operational, legal, regulatory or other events will arise that would materially delay or prevent completion of the Debt Reorganization.

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: the risk that required approvals are not obtained or are delayed; the risk that the Debt Reorganization is not completed on the terms or within the timeframe anticipated, or at all; changes in general economic, market or financial conditions; changes in applicable laws, regulations or Exchange policies; the availability of capital and financing on acceptable terms; the Company's ability to manage its indebtedness and liquidity; competitive pressures; 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/299915