iFabric Corp. — Capital/Financing Update 2021

Jan 19, 2021

January 19, 2021

iFabric Corp.

Overnight Marketed Public Offering of Units

A preliminary short form prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada, other than Quebec. A copy of the preliminary short form prospectus, and any amendment, is required to be delivered with this document.

The preliminary prospectus is still subject to completion. 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. Copies of the preliminary short form prospectus may be obtained from Stifel GMP at ECMCanada@stifel.com. 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.

The offering of these securities has not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the applicable securities laws of any state of the United States and, subject to certain exceptions, may not be offered, sold or otherwise disposed of, directly or indirectly, in the United States, its territories or possessions, any State of the United States or the District of Columbia (collectively, the “United States”) except in transactions exempt from registration under the U.S. Securities Act and under the securities laws of any applicable state. The preliminary short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered in the United States.

Information has been incorporated by reference in the preliminary short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated therein by reference are available at www.sedar.com.

All dollar amounts are in Canadian dollars unless otherwise stated.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Issuer: iFabric Corp. (“ iFabric ” or the “ Company ”). Offering: “Overnight marketed” offering of units (the “ Units ”) of the Company. Each Unit will consist of one common share (a “ Common Share ”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “ Warrant ”) to be qualified by a short form prospectus. Offering Size: To be determined in the context of the market. Offering Price: $3.90 Warrant: Each Warrant will entitle the holder thereof to purchase one common share of the Company (a “ Warrant Share ”) at a price of $4.60 for a period of 24 months following the Closing Date. Over-Allotment The Company will grant the Underwriters an option (the “ Over-Allotment Option ”) Option: to purchase up to an additional number of Units (the “ Additional Units ”) at the Offering Price, as is equal to 15% of the number of Units issued pursuant to the Offering, exercisable in whole or in part, at any time and from time to time on or prior to the date that is 30 days following the closing of the Offering to cover overallotments, if any, and for market stabilization purposes. The Underwriters shall be entitled to the same Commission (as hereinafter defined) provided for below in respect of any securities issued and sold upon exercise of the Over-Allotment Option. For certainty, the Over-Allotment Option shall be exercisable for Additional Units, Common Shares or Warrants (or any combination thereof).

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Use of Proceeds: The net proceeds from the Offering will be used for expansion of the Company’s distribution network to emerging markets, ongoing research and development, clinical trial contributions, working capital and general corporate purposes. Form of Offering: Overnight marketed public offering by way of a short form prospectus in all provinces and territories of Canada, other than Quebec, subject to a formal underwriting agreement, including standard industry “regulatory proceedings out”, “disaster out”, “material adverse change out”, “market out”, “due diligence out” and "breach out" clauses running up to the Closing Date.

Private placement in the United States pursuant to exemptions from the registration requirements under Rule 144A and/or Regulation D of the U.S. Securities Act of 1933, as amended. Standstill: The Company will be, subject to certain exceptions, subject to a standstill with respect to the issuance of common shares or any securities convertible or exchangeable into common shares of the Company for 90 days after Closing of the Offering.

Listing: The existing common shares of the Company are listed on the TSX under the symbol “IFA”. Application will be made to list the Common Shares and Warrant Shares on the Toronto Stock Exchange (the “ TSX ”) and the Company will use its best efforts to list the Warrants underlying the Units on the TSX. Listing will be subject to fulfilling all the listing requirements of the TSX.

Eligibility:

• Eligible under the usual statutes and for RRSPs, RRIFs, RESPs, RDSPs, and TFSAs.

Commission:

A cash commission of 6.0% of the aggregate gross proceeds from the Offering (including the Over-Allotment Option). In addition, the Company agrees to issue to the Underwriters broker warrants (the “ Broker Warrants ”) equal to 6.0% of the aggregate number of Units issued by the Company under the Offering. Each Broker Warrant shall be exercisable into a Common Share at the Offering Price for a period of 24 months from the Closing Date.

Closing Date: On or about February 3, 2021 or such other date as the Company and Stifel GMP may agree (the “ Closing Date ”).

“The information contained herein is believed to be accurate; however it is subject to change without notice.”

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