Mithaq Capital SPC Acquires Common Shares of Aimia Inc.

• Mithaq's premium, all-cash takeover bid for Aimia of $3.66 per common share remains the best option for shareholders
  
• Shareholders should continue to visit www.cashpremiumforaimia.com for the latest updates

TORONTO, Jan. 30, 2024 /CNW/ - Mithaq Capital SPC ("Mithaq"), the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia"), announced that it has acquired 33,000 common shares of Aimia (the "Purchased Shares") through the facilities of the Toronto Stock Exchange today, at an average price of $3.30 per Purchased Share, for a total purchase price of $108,930. The highest price paid for any Purchased Share was $3.30. As a result, Mithaq has ownership of, or control or direction over, a total of 26,139,300 common shares, representing approximately 27.62% of the issued and outstanding common shares of Aimia (the "Common Shares").

Immediately prior to acquiring the Purchased Shares, Mithaq had ownership of, or exercised control or direction over, a total of 26,106,300 Common Shares, representing approximately 27.58% of the issued and outstanding Common Shares.

Mithaq has acquired the Purchased Shares for investment purposes and in connection with the offer by its wholly-owned subsidiary, Mithaq Canada Inc. (the "Offeror"), to purchase all of the issued and outstanding Common Shares of Aimia not already owned by Mithaq or its affiliates (the "Offer"). Since October 5, 2023, the date that the Offer was commenced (the "Offer Date"), Mithaq has acquired 80,300 Common Shares (including the Purchased Shares) (the "Aggregate Purchased Shares"). The Offer is open for acceptance until 11:59 p.m. (Vancouver time) on February 15, 2024 and Mithaq may make additional purchases of Common Shares until such time, though the number of any such Common Shares purchased, together with the Aggregate Purchased Shares, will not exceed 4,208,230 Common Shares, representing 5% of the Common Shares outstanding as at the Offer Date, pursuant to section 2.2(3) of National Instrument 62-104.

THE PREMIUM, ALL-CASH TAKEOVER OFFER

Mithaq's premium, all-cash takeover bid for Aimia of $3.66 per Common Share remains the best option for shareholders.

The Offeror commenced the Offer and filed a take-over bid circular (the "Mithaq Circular") and related documents with the securities regulatory authorities in Canada on October 5, 2023.

Shareholders are urged to read the Mithaq Circular, the Notice of Variation filed on November 28, 2023 (the "First Notice of Variation"), and the Notice of Extension filed on January 18, 2024 (the "Notice of Extension") as they contain important information, including the terms and conditions of the Offer and the procedures for depositing Common Shares. Additional information about the Offer or copies of the Mithaq Circular, the First Notice of Variation, the Notice of Extension and related documents may be obtained without charge on request from Carson Proxy Advisors at the contact information below. The Mithaq Circular and related documents filed by the Offeror are also available on SEDAR+ at www.sedarplus.ca.

This press release does not constitute an offer to buy or the solicitation of an offer to sell any securities of the Offeror, Mithaq or Aimia.

HOW TO TENDER

Shareholders are encouraged to tender their Common Shares and realize immediate liquidity for their investment. If Common Shares are held by a broker or other financial intermediary, shareholders should contact that intermediary and instruct it to tender their Common Shares. If Common Shares are held in registered form, shareholders should complete the Letter of Transmittal included in the documents mailed to them by the Offeror.

For shareholders whose certificate(s) or direct registration system statement(s) ("DRS Statements") are not immediately available or who cannot deliver the certificate(s) or DRS Statement(s) and all other required documents to Olympia Trust Company prior to the expiry time, they may accept the Offer by properly completing and duly executing a Notice of Guaranteed Delivery and returning it to Olympia Trust Company as specified in the Notice of Guaranteed Delivery.

Shareholders with questions or in need of assistance accepting the Offer can contact Carson Proxy Advisors by telephone at 1-800-530-5189 (North American Toll-Free Number) or 416-751-2066 (outside North America) or by email at [email protected].

ABOUT MITHAQ

Mithaq is a segregated portfolio company and affiliate of Mithaq Holding Company, a family office based in Saudi Arabia with investments in public equities, real estate, private equity and income-producing assets in local and international markets.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This document contains "forward-looking statements" (as defined under applicable securities laws). These statements relate to future events or future performance and reflect the Offeror and Mithaq's expectations, beliefs, plans, estimates, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements include, but are not limited to, statements regarding the Offer and Mithaq's intentions to make additional purchases of Common Shares. Such forward-looking statements reflect the Offeror and Mithaq's current beliefs and are based on information currently available. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend", "could" or the negative of these terms or other comparable terminology.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to, market and general economic conditions (including slowing economic growth, inflation and rising interest rates) and the dynamic nature of the industry in which Aimia operates.

Although the forward-looking information contained in this document is based upon what the Offeror and Mithaq believe are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this document are made as of the date of this document and should not be relied upon as representing views as of any date subsequent to the date of this document. Except as may be required by applicable law, the Offeror and Mithaq do not undertake, and specifically disclaim, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise.

Neither the Offeror, Mithaq, nor any of their subsidiaries, affiliates, associates, officers, partners, employees, representatives and advisers, make any representation or warranty, express or implied, as to the fairness, truth, fullness, accuracy or completeness of the information contained in this document or otherwise made available, nor as to the reasonableness of any assumption contained herein, and any liability therefore (including in respect of direct, indirect, consequential loss or damage) is expressly disclaimed. Nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of the information contained herein.

SOURCE Mithaq Capital SPC

Mithaq Capital SPC, [phone], [email protected], Saudi Arabia, P.O. Box 86611, Riyadh 11632; Shareholders, www.cashpremiumforaimia.com, Carson Proxy Advisors, North American Toll Free: 1-800-530-5189, Collect Call Outside North America: 416-751-2066, [email protected]; Media, Boyd Erman, FGS Longview, 416-649-8007, [email protected]; Joel Shaffer, FGS Longview, 416-649-8006, [email protected]