Aritzia Inc. — Capital/Financing Update 2022

Nov 14, 2022

NOVEMBER 14, 2022

ARITZIA INC.

BOUGHT SECONDARY OFFERING OF SUBORDINATE VOTING SHARES

TERM SHEET

A PRELIMINARY SHORT FORM PROSPECTUS CONTAINING IMPORTANT INFORMATION RELATING TO THE SECURITIES DESCRIBED IN THIS DOCUMENT HAS NOT YET BEEN FILED WITH THE SECURITIES REGULATORY AUTHORITIES IN EACH OF THE PROVINCES AND TERRITORIES OF CANADA, EXCLUDING QUEBEC. A COPY OF THE PRELIMINARY SHORT FORM PROSPECTUS IS REQUIRED TO BE DELIVERED TO ANY INVESTOR THAT RECEIVED THIS DOCUMENT AND EXPRESSED AN INTEREST IN ACQUIRING THE SECURITIES. THERE WILL NOT BE ANY SALE OR ANY ACCEPTANCE OF AN OFFER TO BUY THE SECURITIES UNTIL A RECEIPT FOR THE FINAL SHORT FORM PROSPECTUS HAS BEEN ISSUED. THIS DOCUMENT DOES NOT PROVIDE FULL DISCLOSURE OF ALL MATERIAL FACTS RELATING TO THE SECURITIES OFFERED. INVESTORS SHOULD READ THE PRELIMINARY SHORT FORM PROSPECTUS, FINAL SHORT FORM PROSPECTUS AND ANY AMENDMENT, FOR DISCLOSURE OF THOSE FACTS, ESPECIALLY RISK FACTORS RELATING TO THE SECURITIES OFFERED, BEFORE MAKING AN INVESTMENT DECISION.

Issuer:	Aritzia Inc.	(the “Company”).	(the “Company”).
Selling Shareholders:	Mr. Hill, through entities owned and/or controlled, directly or indirectly, by him or by him
	and his immediate family, including AHI (C2) Investment Limited Partnership and the
	ARON Charitable Foundation (the “Hill Entities” and/or the “Selling Shareholders”).
Offering:	1,360,000	Subordinate Voting Shares offered on a secondary basis (the “Offering”)
	(1,500,000		Subordinate Voting Shares if the Over-Allotment Option is exercised in full).
Offering Size:	$70,176,000 ($77,400,000 if the Over-Allotment Option is exercised in full).
Offering Price:	$51.60 per Subordinate Voting Share.
Over-Allotment	The Selling		Shareholders have granted the Underwriter an option, exercisable, in whole
Option:	or in part, at any time for a period of 30 days after the Closing Date, to purchase up to an
	additional 140,000 Subordinate Voting Shares, representing approximately 10% of the
	aggregate	number of Subordinate Voting Shares sold under the Offering at the Offering
	Price solely to cover the Underwriter’s over-allocation position and for market stabilization
	purposes, if any.
Shares Held by the	Upon completion of the Offering and assuming no exercise of the Over-Allotment Option, the
Selling Shareholders	Selling Shareholders and/or entities controlled, directly or indirectly, by Brian Hill (collectively,
Following Closing:	the “Hill Entities”) will, directly or indirectly, own or control approximately 18.7% of the issued
	and outstanding Multiple Voting Shares and Subordinate Voting Shares (collectively, the
	“Shares”) and approximately 69.7% of the voting power attached to all of the issued and
	outstanding		Shares of the Company (approximately 18.6% of the issued and outstanding
	Shares and approximately 69.5% of the voting power attached to all of the Shares if the
	Over-Allotment Option is exercised in full), in each case, on a non-diluted basis.
Use of Proceeds:	The Company will not receive any proceeds from the Offering. The net proceeds of the
	Offering will be paid to the Selling Shareholders and are intended for estate planning,
	investment		diversification and charitable giving purposes (including through the ARON
	Charitable Foundation, the Hill family’s charitable foundation).
Standstill:	Each of the Company and the Hill Entities will be subject to a 90-day lock-up, subject to
	customary exceptions.
Offering Procedure:	Bought deal by way of a short form prospectus to be filed in all the provinces and territories
	of Canada,	excluding Quebec. Private placement in the U.S. to “qualified institutional buyers”
	pursuant to		Rule 144A of the United States Securities Act of 1933, as amended, and
	internationally as permitted. A copy of the short form prospectus will be available on
	www.sedar.com.
Eligibility:	The Subordinate Voting Shares will be eligible for RDSPs, RRSPs, RRIFs, RESPs,
	TFSAs and		DPSPs.
Listing:	The Subordinate Voting Shares are listed on the TSX under the symbol “ATZ”.
Bookrunner:	CIBC Capital Markets.
Underwriter’s Fee:	4.0%.
Closing Date:	On or about November 30, 2022.