Markham, Ontario--(Newsfile Corp. - June 2, 2026) - iFabric Corp. (TSX: IFA) ("iFabric" or the "Company") is pleased to announce that, in connection with its previously announced upsized bought deal treasury offering and secondary offering (collectively, the "Offering") of common shares (the "Offered Shares") in the capital of the Company, it has filed a final short form prospectus dated June 1, 2026 (the "Final Prospectus") with the securities commissions or other similar regulatory authorities in each of the provinces of Canada and has obtained a receipt for the Final Prospectus. The Offering is being conducted by a syndicate of underwriters led by Beacon Securities Limited and including Stifel Canada, ATB Cormark Capital Markets, and Haywood Securities Inc. (the "Underwriters").

The Final Prospectus qualifies the distribution of an aggregate of 6,758,000 Offered Shares (or up to 7,568,900 Offered Shares if the Option (as defined below) is exercised in full) at a price of $3.70 per Offered Share (the "Issue Price"). The Offering consists of a treasury offering of 5,406,000 Offered Shares (the "Treasury Shares") by the Company for gross proceeds to the Company of $20,002,200 (the "Treasury Offering") and a secondary offering by Hylton Karon and Susan Karon (the "Selling Shareholders") of an aggregate of 1,352,000 Offered Shares for aggregate gross proceeds to the Selling Shareholders of $5,002,400 (the "Secondary Offering"). The Company will not receive any proceeds from the Secondary Offering.

The Company has also granted the Underwriters an over-allotment option (the "Option") to purchase up to an additional 810,900 Treasury Shares at the Issue Price, representing up to 15% of the number of Treasury Shares sold pursuant to the Treasury Offering, for additional gross proceeds to the Company of up to $3,000,330. The Option is exercisable, in whole or in part, at any time until 30 days following the closing of the Offering. Closing of the Offering is expected to occur on or about June 5, 2026, subject to customary closing conditions.

The Treasury Shares are also being offered by the Company in the United States to "qualified institutional buyers" (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")) and to a limited number of "accredited investors" (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act), in each case by way of private placement pursuant to exemptions from the registration requirements of the U.S. Securities Act and in compliance with applicable state securities laws.

No securities regulatory authority has either approved or disapproved the contents of this press release. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act or any 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 absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Access to the Final Prospectus and any amendment is provided in accordance with securities legislation relating to procedures for providing access to a short form prospectus and any amendment. The Final Prospectus is accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Final Prospectus and any amendment may be obtained, without charge, from iFabric or from Beacon Securities Limited at syndication@beaconsecurities.ca, by providing the contact with an e-mail address or address, as applicable.

Prospective investors should read the Final Prospectus in its entirety before making an investment decision.

About iFabric Corp:

Headquartered in Markham, Ontario, iFabric, www.ifabriccorp.com, 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. ("IFTNA") and Coconut Grove Pads Inc. ("Coconut Grove").

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 antiviral and antibacterial 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.

FORWARD-LOOKING STATEMENTS

This news release includes "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities laws and United States securities laws, respectively (collectively, "forward-looking information"). All information, other than statements of historical facts, included in this news release that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as the completion of the Offering, the expected closing date of the Offering, the use of proceeds of the Offering, and other such matters is forward-looking information. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions.

Investors are cautioned that forward-looking information is not based on historical facts but instead is based on reasonable assumptions and estimates of management of the Company at the time they were made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to investing in the Offered Shares; discretion in the use of proceeds; the ability to raise additional funds; volatility of the market price for the Offered Shares generally; risk of dilution; as well as the risk factors described in the Company's annual information form dated March 30, 2026, the Final Prospectus, and other filings with the Canadian securities regulators available under the Company's profile on SEDAR+ at www.sedarplus.ca.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/299812

Source: iFabric Corp.