Mr. Hylton Karon reports
IFABRIC CORP ANNOUNCES UPSIZE OF BOUGHT DEAL TREASURY AND SECONDARY OFFERING
iFabric Corp. has upsized its previously announced bought deal offering of common shares in the capital of the company. Under the amended terms of the offering, Beacon Securities Ltd., on behalf of a syndicate of underwriters including Stifel Canada, ATB Cormark Capital Markets and Haywood Securities Inc., has agreed to purchase, on a bought deal basis, an aggregate of 5,406,000 common shares in the capital of the company at a price of $3.70 per treasury share for aggregate gross proceeds to the company of $20,002,200 and, from Hylton Karon and Susan Karon, an aggregate of 1,352,000 common shares of the company at the issue price per secondary share for aggregate gross proceeds to the selling shareholders of $5,002,400 for combined aggregate gross proceeds of $25,004,600.
In addition, the underwriters will have an option to purchase up to an additional 15 per cent of the common shares issued under the treasury offering at the issue price per common share for additional gross proceeds of up to $3,000,330, to cover overallotments and for market stabilization purposes, such option being exercisable in whole or in part at any time until 30 days following the closing of the offering.
The selling shareholders currently hold 19,188,850 common shares of the company, representing approximately 63.3 per cent of the issued and outstanding common shares. Following the closing of the offering, the selling shareholders will hold 17,836,850 common shares, representing approximately 50.0 per cent of the issued and outstanding common shares.
The common shares will be offered: (i) in Canada by way of a short form prospectus to be filed in each of the provinces of Canada; and (ii) to eligible purchasers by way of available prospectus exemptions in certain jurisdictions outside of Canada. The common shares may also be offered and sold in the United States to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended) and to a limited number of accredited investors (as defined in Rule 501(a) of Regulation D under the 1933 act, in each case by way of private placement pursuant to an exemption from the registration requirements of the 1933 act and pursuant to any applicable securities laws of any state of the United States.
The company intends to use the net proceeds of the treasury offering for product development, sales and marketing expansion, as well as for working capital and general corporate purposes. The net proceeds from the secondary offering will be payable to the selling shareholders. The company will not receive any proceeds from the secondary offering.
The offering is expected to close on or about June 4, 2026, and is subject to certain conditions, including, but not limited to, the receipt of all necessary corporate and regulatory approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.
About iFabric Corp.
Headquartered in Markham, Ont., iFabric is listed on the TSX and currently has 30.3 million shares issued and outstanding. Its two strategic divisions offer a variety of products and services through wholly owned subsidiaries, namely, Intelligent Fabric Technologies (North America) Inc. and Coconut Grove Pads Inc.
IFTNA is focused on development and sale of high performance sports apparel, medical protective apparel, consumer protective apparel and proprietary treatments that provide intelligent properties to fabrics, foams, plastics and numerous other surfaces, thereby improving the safety and well-being of the user. Such intelligent properties include anti-viral and anti-bacterial characteristics, water repellence, and UV protection, among others.
Coconut Grove, operating as Coconut Grove Intimates, is a designer, manufacturer, distributor, licensor and licensee of ladies intimate apparel products and accessories.
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