Mithaq Responds to Misleading Claims in Aimia Video

TORONTO, June 19, 2024 /CNW/ - Mithaq Capital SPC ("Mithaq"), the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia" or the "Company"), today responded to certain misleading claims made by Aimia representatives in a video interview posted to Aimia's website regarding Aimia's strategic direction and its relationship with Mithaq. While the board of directors of Aimia (the "Board") continues to demonstrate an unwillingness to engage productively with its most significant shareholder, Mithaq feels compelled to respond to these misleading claims in the interest of ensuring that shareholders can make an informed decision at the upcoming contested annual meeting of Aimia shareholders to be held on June 26, 2024 (the "Meeting").

As previously disclosed, Mithaq has nominated six individuals (the "Mithaq Nominees") for election to the Board at the Meeting pursuant to Aimia's advance notice by-law (by-law no. 2013-1). Aimia shareholders willing to express their support for the Mithaq Nominees should vote using the GOLD form of proxy or GOLD voting instruction form accompanying the Mithaq circular prior to 5:00 p.m. (Toronto time) on Friday, June 21, 2024. Shareholders who have questions or require assistance may contact Mithaq's proxy solicitor, Carson Proxy, for more information by North American toll-free phone at 1-800-530-5189, local phone or text at 416-751-2066 or by email at [email protected]

Mithaq has ownership of, or control or direction over, a total of 26,893,588 common shares of Aimia, representing approximately 26.98% of the issued and outstanding common shares.

When asked why he became involved with Aimia, the current Executive Chairman responded that "first and foremost, I'm an investor, and I've bought more shares recently in the Company". Mithaq finds the emphasis on equity ownership as justification for his current role perplexing given that he and the current Board have campaigned to prevent Mithaq, the Company's largest shareholder, from obtaining any representation at the Board level. The Executive Chairman was appointed concurrently with the dilutive private placement undertaken by Aimia in October 2023. Together with others associated with Aimia's financial advisor, he acquired shares at a deeply discounted price of $3.10 for both a share and purchase warrant in an effort to thwart Mithaq's outstanding takeover bid for $3.66 per share. According to public filings, the Executive Chairman owns a mere 0.3% of the issued and outstanding shares and all seven management nominees own only 0.8% of the issued and outstanding shares. Five of the seven management nominees, including the Executive Chairman, have never been elected to the Board by shareholders and they have demonstrated a willingness to waste significant Company resources to prevent a shareholder that has a 26.98% interest in the Company from having any say in its governance and strategic direction.

The Executive Chairman stated that the arrangements with Paladin Private Equity, LLC ("Paladin") were bad for Aimia. Mithaq agrees, but the consideration paid, and the Board's decision to issue five million shares to a related party immediately before the record date for the Meeting, is an indefensible derogation of its fiduciary duties. Cashing out Paladin's carried interest one year into the investment, before any measurable performance has been achieved, demonstrates a concerning lack of business judgment. To make matters worse, Aimia had cash to pay Paladin, as demonstrated by its subsequent announcements of the PLM earn-out payment and a $20 million normal course issuer bid, instead of issuing additional shares at the expense of pre-existing shareholders, a dilutive and defensive tactic that the Board seems content to repeat. If the Board truly believed this was a good deal for Aimia, and not just another dilutive share issuance to a friendly party to consolidate power, it would disclose to shareholders the details of the special committee process and valuation work done in connection with this transaction. Mithaq has requested on more than one occasion that Aimia make such disclosure in accordance with corporate governance best practices and applicable securities laws, but the Company has refused to provide any information.

The current Board has not been able to resolve its dispute with Mithaq because it refuses to productively engage with its most significant shareholder and continues to waste significant Company resources to maintain control. If the Board and management have changed, as Aimia asserts, then why do they continue to adopt the same aggressive defensive tactics one year after Mithaq first made its concerns public? The current Board speaks of strategic review and unlocking shareholder value, but all this Board has done is take credit for the limited successes of prior Board members and further dilute Aimia shareholders. The current Board is using the same playbook and making the same empty promises as prior Board members.

Mithaq has articulated a clear 10-step plan to get Aimia on track, which is set out in detail in Mithaq's letter to shareholders dated June 3, 2024 available on Aimia's profile on SEDAR+ at www.sedarplus.com. That plan has nothing to do with "running Aimia as a hedge fund", as alleged by the current Executive Chairman. Mithaq is not a hedge fund and does not invest in hedge funds. Mithaq will not take an executive leadership role and intends to focus on bringing valid shareholder perspectives to a Board charged with overseeing a competent management team and acting as responsible stewards of shareholder capital.

Mithaq reiterates its warning to Aimia shareholders that it is very concerned about potential misconduct by the current Board at the Meeting. As previously disclosed, Mithaq formally requested on June 5, 2024 that Aimia cooperate with Mithaq in advance of the contested Meeting by setting certain standard protocols and procedures to avoid the extravagant legal and other advisor expenses incurred by Aimia unnecessarily following the 2023 annual meeting. Aimia continues to refuse these requests, which are customary in the context of a contested shareholder meeting, other than to confirm that the Meeting will have an independent chair, who Aimia will not identify.

As a result of Aimia's unwillingness to engage with its largest shareholder on matters that should be uncontroversial, Mithaq has been forced to seek assistance from the Ontario Superior Court of Justice (Commercial List) in an urgent attendance on Thursday, June 20 at 10:00 a.m. (Toronto time). While Aimia could cooperate with Mithaq to ensure a transparent Meeting, it appears that Aimia instead plans to incur unnecessary legal costs at the expense of shareholders to resist Mithaq's uncontroversial and fair requests. This flagrant disregard for corporate governance and shareholder democracy should be unacceptable to shareholders.

Mithaq has retained Carson Proxy as its proxy solicitor. Torys LLP is acting as legal counsel.

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

This document contains "forward-looking statements" (as defined under applicable securities laws). These statements relate to future events or future performance and reflect 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 in respect of the conduct of the Board at the Meeting and the impact of the Mithaq Nominees, if elected, on the financial condition, results of operations and business strategies of Aimia, including specifically in connection with Mithaq's plans for Aimia, and other matters. Such forward-looking statements reflect 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, Aimia's results of operations and future cash flows; the future performance, business prospects and opportunities of Aimia; the election of the Mithaq Nominees; the ability of the Mithaq Nominees, if elected, to effect positive change at Aimia; the implementation and impact of Mithaq's plans for Aimia; the response to and outcome of any court applications that may be made against Mithaq or Aimia; the implementation and timing of Aimia's business strategy; the current general and regulatory environment and economic conditions remaining unchanged; the availability of financing and capital costs; Aimia's available cash resources; Aimia's ability to identify, attract and retain skilled staff; currency exchange rates; required capital investments; market competition; ongoing relations with employees and other stakeholders; and general business and economic conditions.

Although the forward-looking information contained in this document is based upon what Mithaq believes 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, Mithaq does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise.

Neither Mithaq nor or any of its 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

FOR MORE INFORMATION: Mithaq Capital SPC: +966 11 222 22 10, [email protected], Saudi Arabia, P.O. Box 86611, Riyadh 11632; Carson Proxy Advisors: North American Toll Free: 1-800-530-5189, Collect Call Outside North America: 416-751-2066, [email protected]