Imaflex — M&A Activity 2025

Dec 24, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT
PURSUANT TO REGULATION 51-102

Item 1 – Name and Address of Company

Imaflex Inc. (the "Company" or "IFX")
5710, rue Notre-Dame Ouest
Montréal (Québec) H4C 1V2

Item 2 - Date of Material Change

December 17, 2025

Item 3 - News Release

A news release pertaining to the material change being the subject of the present report was issued through PR Newswire on December 17, 2025, and filed on SEDAR+.

Item 4 – Summary of Material Change

On December 17, 2025, the Company announced it had entered into a definitive arrangement agreement (the "Arrangement Agreement") with an affiliate (the "Purchaser") of Soteria Flexibles Corp. ("Soteria"), a U.S. based leading manufacturer of short-run flexible packaging solutions, pursuant to which the Purchaser will acquire all the issued and outstanding common shares (the "Shares") of the Company for CAD$2.35 in cash per Share (the "Consideration"), subject to customary closing conditions (the "Transaction"). The Transaction is to be completed by way of statutory plan of arrangement (the "Arrangement") under the Canada Business Corporations Act.

Item 5 - Full Description of Material Change

5.1 Full Description of Material Change

The Arrangement

On December 17, 2025, IFX entered into the Arrangement Agreement setting out, among other matters, the terms pursuant to which the Purchaser agreed to acquire all of the Shares of the Company. Under the Arrangement, each issued and outstanding option to purchase a Share, whether vested or unvested, will be deemed to be unconditionally vested and exercisable and will be assigned and transferred to the Company in exchange for cash payment from the Company representing the amount by which the Consideration exceeds the relevant exercise price of such option, less applicable withholdings under the plan of arrangement.

Upon completion of the Transaction, IFX will become a privately held company. It is anticipated that the Shares will be delisted from the TSX Venture Exchange ("TSXV") and that the Purchaser will cause the Company to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company's public reporting requirements.

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Consideration

Under the terms of the Arrangement Agreement, the holders of Shares (the "Shareholders") will receive, the Consideration for each Share held.

The Consideration represents a 121.7% premium to the closing share price of the Shares on December 16, 2025, and a 135% premium to the 52-week low share price of the Shares, being CAD $1.00, on October 31, 2025.

Other Terms of the Arrangement Agreement

Under the Arrangement Agreement, IFX is subject to non-solicitation covenants prohibiting IFX from soliciting competing acquisition proposals, as well as customary "fiduciary-out" provisions pursuant to which the Board of Directors of the Company (the "Board") has the ability, in certain circumstances, to consider, accept and enter into a definitive agreement with respect to an unsolicited proposal which is superior to the proposal made by the Purchaser (the "Superior Proposal"), subject to a "right to match" provision in favor of the Purchaser.

The Arrangement Agreement provides that a termination fee in the amount of $3.7 million is payable by the Company to Soteria if the Arrangement Agreement is terminated in certain circumstances, including if the Company terminates the Arrangement Agreement in the context of a Superior Proposal or if the Board makes a change in Board recommendation. The Arrangement Agreement also provides that a Reverse Termination Fee in the amount of $3.7 million is payable by the Purchaser to the Company if the Arrangement Agreement is terminated in certain circumstances. A reimbursement payment in the amount of $2.0 million is payable by the Company to Soteria if the Arrangement Agreement is terminated in certain circumstances, including if the Company fails to obtain the requisite approval of Shareholders at the Meeting (as defined below).

The Arrangement Agreement contains other customary covenants and representations and warranties for an agreement of this nature.

Court and Shareholders' Approvals

In addition to the satisfaction of other customary closing conditions, completion of the Arrangement is also subject to court approval and shareholders' approval, including the approval of at least (i) two-thirds (66 2/3%) of the votes cast by Shareholders present virtually or represented by proxy at the special meeting of the Shareholders to be called to approve the Arrangement (the "Meeting") (each holder of Shares being entitled to one vote per Share) and (ii) the approval of a simple majority of the holders of Shares present virtually or represented by proxy at the Meeting, excluding the votes of any Shareholders required to be excluded for purposes of the "minority approval" in accordance with Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101") in the context of a "business combination".

Fairness Opinion

Stifel Financial Corp., retained by the special committee of the Board (the "Special Committee"), as exclusive financial advisor to the Special Committee and the Board, provided an opinion (the "Fairness Opinion") to the Board to the effect that, as at December 17, 2025, subject to the scope of review, assumptions, qualifications and limitations provided therein, the Consideration to be received by the Shareholders pursuant to the Arrangement was fair, from a financial point of view, to such Shareholders.

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Voting and Support Agreements

In connection with the Arrangement, Mr. Joe Abbandonato, Executive Chairman of the Company (the "Executive Chairman"), who owns, directly or indirectly, approximately 25.9% of the issued and outstanding Shares has entered into an irrevocable voting support agreement (the "Executive Chairman Voting Support Agreement") pursuant to which he has agreed to vote all of his Shares in favour of the Transaction at the Special Meeting. In addition, each of the other Company's directors and certain officers who collectively own approximately 27.5% of the issued and outstanding Shares have entered into revocable voting support agreements (the "D&O Voting Support Agreements" and collectively with the Executive Chairman Voting Support Agreement, the "Voting Support Agreements") pursuant to which, subject to certain terms and conditions, they have agreed to vote all of their Shares in favour of the Transaction at the Special Meeting.

Protection of Minority Security Holders

As part of the Transaction, the Executive Chairman, and/or his affiliates are entering into new leases with Soteria or an affiliate of Soteria for the premises of the Company located in Montréal and Victoriaville, Québec as well as in Thomasville, North Carolina. These premises are currently owned by the Executive Chairman and his affiliates. The new leases are being entered into on reasonable "arm's length" commercial terms. As a result, the minority approval is required under Regulation 61-101 and the Transaction must be approved by a majority of the votes cast by the Shareholders, excluding those votes beneficially owned, or over which control or direction is exercised, by the Executive Chairman who is a party to connected transactions.

The Corporation relied upon exemptions from the formal valuation requirements of 61-101 contained in sections 4.4(1)(a) of 61-101, as the Company is not listed on a specified market.

Additional Information

The foregoing descriptions of the Arrangement Agreement and the Voting and Support Agreements are not complete and are qualified in their entirety by reference to the full text of the Arrangement Agreement and the Voting and Support Agreements, copies of which have been filed on SEDAR+ at www.sedarplus.ca.

Additional details regarding the terms and conditions of the Transaction, the rationale for the recommendations made by the Special Committee and the Board and the Fairness Opinion, and how Shareholders can participate in and vote at the Meeting, will be set out in IFX's management information circular to be prepared and made available to Shareholders in connection with the Meeting on SEDAR+ at www.sedarplus.ca and on the Company's website at www.imaflex.com.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 – Reliance on Section 7.1(2) of Regulation 51-102

Not applicable.

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Item 7 - Omitted Information

Not applicable.

Item 8 - Executive Officer

For further information, please contact:

John Ripplinger,
Vice-President Corporate Affairs
Tel: (514) 935-5710
johnr@imaflex.com

Item 9 - Date of Report

December 23, 2025

Forward-Looking Statements and Disclaimer

This material change report contains "forward-looking information" and "forward-looking statements" (collectively, "Forward-looking information") within the meaning of applicable Canadian securities laws. Forward-looking information is identified by terms and phrases such as "may," "will," "would," "should," "could," "expect," "intend," "estimate," "anticipate," "believe," "plan," "foresee," "target," "project" and "continue," the negative of these terms and similar expressions, including references to assumptions, although not all Forward-looking information contains these identifying terms and phrases. Particularly, statements regarding the proposed Transaction, including the parties' ability to satisfy the conditions to the consummation of the Arrangement, the possibility of any termination of the Arrangement Agreement in accordance with its Terms, the attractiveness of the Transaction to shareholders, the key terms and conditions of the Arrangement Agreement, the expected benefits of the Transaction, the anticipated timing and the various steps to be completed in connection with the Transaction, including (among other things) the holding of the Meeting (including the timing thereof) as well as the satisfaction or waiver of the conditions to completing the Transaction (such as receipt of required shareholder and court approvals), the anticipated closing of the Transaction (including the timing thereof), the anticipated delisting of the Company's common shares from the TSXV and the Company ceasing to be a reporting issuer is forward-looking information. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. Forward-looking information is based on management's beliefs and assumptions and on information currently available to management, and although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.

Forward-looking information is based on management's beliefs and assumptions and on information currently available to management. Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because it involves known and unknown risks, uncertainties and other factors, many of which are beyond the Company's control, that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking information. These risks, uncertainties and other factors include, but are not limited to, risks relating to: the failure to obtain the necessary

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shareholder, court and other required approvals or to otherwise satisfy the conditions to completion of the Transaction, or the failure to obtain such approvals or satisfy such conditions in a timely manner; the possibility that the Transaction is not completed on the terms and timing currently contemplated, or at all; significant Transaction costs, unknown liabilities or other contingencies; the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement in respect of the Transaction, including as a result of a material adverse effect; the potential payment of a termination fee, reverse termination fee or expense reimbursement under the Arrangement Agreement and the impact thereof on the Company's financial position, Share price and ability to fund operations and growth initiatives; the impact of the announcement of the Transaction on the Company's business, financial condition and results of operations, including with respect to retention and recruitment of employees, relationships with customers, suppliers, partners and other third parties, and operating results generally; supply chain constraints; conditions in the plastics and flexible packaging industries; changes in general economic, business, market and geopolitical conditions; changes in laws, regulations or accounting standards; competition; the availability and cost of raw materials; foreign exchange and interest rate fluctuations; and the other risks and uncertainties described in greater detail in the Company's most recent Management Discussion and Analysis and other continuous disclosure filings available on SEDAR+ at www.sedarplus.ca and on the investor section of the Company's website at www.imaflex.com. Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation.

The forward-looking information contained in this material change report is made as of the date hereof and is based upon information available and assumptions believed to be reasonable as of such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except as expressly required by law. Readers are cautioned not to put undue reliance on these forward-looking statements. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.