Aimia Inc. — Capital/Financing Update 2023

Oct 30, 2023

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Aimia Inc. (“ Aimia ” or the “ Company ”) 176 Yonge Street 6[th] Floor Toronto, Ontario M5C 2L7

Item 2. Date of Material Change

October 20, 2023

Item 3. News Release

A news release disclosing the material change referred to in this report was issued in Canada through the facilities of CISION and on the Company’s SEDAR+ profile at www.sedarplus.ca on October 21, 2023.

Item 4. Summary of Material Change

On October 21, 2023, Aimia announced the closing of its previously announced private placement (the “ Private Placement ”) of 10,475,000 Aimia common shares (“ Common Shares ”) together with 10,475,000 Common Share purchase warrants (“ Warrants ”) for total gross proceeds of $32.5 million.

Item 5. Full Description Of Material Change

On October 21, 2023, Aimia announced the closing of the Private Placement of 10,475,000 Common Shares together with 10,475,000 Warrants by several investors for total gross proceeds of $32.5 million.

The issue price of each Common Share and accompanying Warrant was $3.10, and the exercise price of each Warrant was $3.70 per Common Share. The Warrants are subject to customary anti-dilution provisions, are exercisable immediately and expire five years from the date of issuance. The Common Share and accompanying Warrant issue price and the Warrant exercise price represent premiums of 2.4% and 22.3%, respectively, over the five-day volume-weighted average trading price of the Common Shares on the Toronto Stock Exchange on September 14, 2023 (being the last trading day prior to the date the parties entered into a non-binding term sheet), and which represent a $3.40 blended price per Common Share assuming all Warrants are exercised. The Common Shares issued on closing of the Private Placement and the Common Shares issuable on exercise of the Warrants will be subject to a sixmonth lock-up period from the date of closing, with customary carve-outs including the ability to tender to a bona fide takeover bid. No voting trust or similar agreement was entered into in connection with the Private Placement.

The lead investor in the Private Placement received certain rights as are customary for an investment of this nature, including: the right to nominate one independent director to Aimia’s board of directors (the “ Board ”) on closing of the Private Placement, and for so long as it continues to hold at least 50% of the Common Shares acquired under the Private Placement; customary information rights for so long as it continues to hold at least 50% of the Common Shares acquired under the Private Placement; a demand registration right to sell Common Shares pursuant to a registration statement in the United States after the date that is 24 months after closing; and a customary pre-emptive right to participate on a pro rata basis in future issuances of Common Shares until the later of the date that is 60 months after closing and the lead investor ceasing to hold at least 50% of the Common Shares acquired under the Private Placement.

The lead investor’s nominee, Yannis Skoufalos, was appointed to the Board on October 20, 2023.

Prior to the closing of the Private Placement, on October 4, 2023, Aimia confirmed receipt of notice from Mithaq Capital SPC (“ Mithaq ”) stating its intention to commence an offer to acquire all of the issued and outstanding Common Shares for $3.66 per share. Pursuant to an application made by Mithaq’s whollyowned subsidiary Mithaq Canada Inc., which commenced an unsolicited insider bid for the Common

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Shares on October 5, 2023, a hearing of the Capital Markets Tribunal was held on the morning of October 19, 2023 to consider potential terms pursuant to which the previously announced Private Placement could close as scheduled. Following the release of the decision of the Capital Markets Tribunal, Aimia confirmed later that day that it was proceeding to close the Private Placement as soon as practicable. It is expected that the Capital Markets Tribunal will proceed to conduct a full hearing of Mithaq’s application. The Company has undertaken to, among other things, unwind the Private Placement upon the direction of the Capital Markets Tribunal if Mithaq’s application is successful.

Aimia is currently suing Mithaq for various breaches of the Securities Act (Ontario). The trial is scheduled to begin on January 8, 2024.

For full details, please find a copy of the various news releases, Investor Rights Agreement and the Warrant Indenture that will be filed under the Company’s SEDAR+ profile at www.sedarplus.ca.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8. Executive Officer

For further information, please contact Mathieu Giguère, Chief Legal Officer & Corporate Secretary of Aimia at +1.438.881.4586.

Item 9. Date of Report

October 30, 2023