New senior syndicated credit facilities led by National Bank of Canada

New subordinated credit facility from ATB Financial

Toronto, Ontario--(Newsfile Corp. - June 23, 2026) - Ionik Corporation (TSXV: INIK) (OTCQB: INIKF) (the "Company" or "Ionik") announces the successful closing of new credit facilities totaling US$100 million (the "New Facilities") and the completion of its comprehensive debt reorganization (the "Debt Reorganization"), previously announced on May 22, 2026, June 2, 2026 and June 15, 2026. Completion of the Debt Reorganization was a condition precedent to the closing of the Company's New Facilities.

"The closing of our New Facilities and completion of the Debt Reorganization represent a significant milestone for Ionik," said Ted Hastings, Chief Executive Officer of Ionik. "This transaction materially strengthens our balance sheet, simplifies our capital structure, extends debt maturities and enhances financial flexibility. We appreciate the support of National Bank of Canada, ATB Financial and our acquisition partners throughout this process and believe the Company is now better positioned to execute its strategic priorities and pursue long-term growth."

The New Facilities

The New Facilities consist of:

• US$80 million senior term facility (the "Senior Term Facility");
• US$10 million revolving credit facility (the "Revolver"); and
• US$10 million subordinated facility with ATB Financial (the "Subordinated Facility").

National Bank of Canada acts as co-lead arranger (with ATB Financial), sole bookrunner and administrative agent for the Senior Term Facility and Revolver (collectively, the "Senior Facilities"), with participation from ATB Financial, Citibank Canada and Export Development Canada.

Initial advances under the New Facilities were used to refinance the Company's existing syndicated credit facility, fund cash settlements completed as part of the Debt Reorganization, pay transaction-related fees and expenses and provide additional liquidity for working capital and general corporate purposes.

The Senior Term Facility amortizes on a quarterly basis at an annual rate equivalent to approximately 15% of the outstanding principal per annum, with the remaining balance due upon maturity in June 2029, subject to extension provisions. The Senior Facilities are secured by substantially all of the assets of the Company and certain of its subsidiaries. Borrowings bear interest at variable rates determined by reference to applicable benchmark rates and the Company's total funded debt to EBITDA ratio.

The Subordinated Facility is subordinated to the senior credit facilities, matures subsequent to the maturity of the senior credit facilities and, similar to the Senior Facilities, is also secured by substantially all of the assets of the Company and certain of its subsidiaries.

The New Facilities contain customary covenants and other terms for transactions of this nature. Fort Capital Partners acted as credit advisor to arrange and refinance the New Facilities.

Debt Reorganization

In connection with the closing of the New Facilities, the Company completed its comprehensive Debt Reorganization involving acquisition-related obligations (collectively, the "Acquisition-Related Debt") arising from several of the Company's historical acquisitions.

The Debt Reorganization addressed approximately US$83.9 million of Acquisition-Related Debt through a combination of debt repayments, debt-to-equity conversions and maturity extensions. The Acquisition-Related Debt was addressed as follows:

• US$25.8 million of cash repayments, completed on June 23, 2026;
• US$32.2 million of debt converted into common shares of the Company, completed on June 11, 2026; and
• Amendments and maturity extensions relating to US$25.8 million of remaining indebtedness, completed on June 11, 2026.

As a result of the completion of the Debt Reorganization, the Company materially reduced near-term debt maturities and extended its remaining Acquisition-Related Debt to 2030. The remaining Acquisition-Related Debt has been subordinated to the Senior Facilities and Subordinated Facility with maturities extended to March 2030. For more information on the debt to equity conversions, please refer to the Company's press release dated June 2, 2026 and June 15, 2026.

Related Party Transactions

Certain directors, officers and other insiders of the Company and its subsidiaries participated in the Debt Reorganization through debt settlements, debt-to-equity conversions, amendments to existing indebtedness and cash repayments. 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").

Material Change Report

Please refer to the material change reports of the Company filed on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile dated June 2, 2026 and June 22, 2026.

TSXV Matters

As previously disclosed in the Company's June 2, 2026 and June 15, 2026 press release, 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 (collectively, the "Historical Debt Transactions"). Further details regarding the Debt Reorganization and Historical Debt Transactions are contained in the Company's press releases dated June 2, 2026 and June 22 and material change reports, dated June 2, 2026, June 22, 2026 and June 23, 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, common 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.

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 effects of the Debt Reorganization and the New Facilities on the Company's capital structure, liquidity, financial position and future operations; the expected benefits of the Company's revised debt profile and extended debt maturities; the Company's ability to comply with the terms, covenants and repayment obligations under the New Facilities and other indebtedness; anticipated future share issuances pursuant to outstanding convertible debt instruments; the anticipated use, availability and sufficiency of the New Facilities, including for liquidity, working capital and general corporate purposes; 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 under the New Facilities; the stability of market conditions, interest rates and general economic conditions; the receipt of all required regulatory approvals, including final acceptance from the TSXV in respect of the Debt Reorganization and the Historical Debt Transactions; the continued support of the Company's lenders and compliance with the terms of the New Facilities and other indebtedness; 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 under the New Facilities 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/302621