iFabric Corp.
TSX VENTURE : IFA

June 13, 2012 18:00 ET

iFabric Corp.: Early Warning Report in Accordance With National Instrument 62-103

CALGARY, ALBERTA--(Marketwire - June 13, 2012) - Further to the news release of iFabric Corp. (TSX VENTURE:IFA) ("iFabric", formerly Leezamax Capital Corp.) dated June 8, 2012 with respect to the completion of iFabric's Qualifying Transaction, two individuals announce their acquisition of common shares of iFabric.

Effective June 6, 2012 Hylton Karon and Susan Karon, each acquired ownership and control over 9,800,000 common shares of iFabric (the "Shares") at a deemed price of $0.40 per share in connection with the completion of iFabric's acquisition of all of the issued and outstanding common shares of Coconut Grove Textiles Inc. (the "Transaction"). Upon closing the Transaction, Hylton Karon was appointed President, Chief Executive Officer and a director of iFabric. The Transaction constituted the qualifying transaction of iFabric under the policies of the TSX Venture Exchange (the "Qualifying Transaction").

Upon closing the Transaction, the respective 9,800,000 Shares acquired by each of Hylton Karon and Susan Karon represented approximately 38.8% of the issued and outstanding common shares of iFabric. Other than the respective Shares acquired by each of Hylton Karon and Susan Karon, as at the date hereof and upon closing the Transaction, neither Hylton Karon nor Susan Karon own or control any other securities of iFabric.

The Shares are subject to an escrow agreement dated June 6, 2012 among iFabric, Computershare Trust Company of Canada, Hylton Karon, Susan Karon and certain other shareholders of iFabric (the "Escrow Agreement") which is a Tier 2 Value Security Escrow Agreement pursuant to the policies of the TSX Venture Exchange. Pursuant to the terms of the Escrow Agreement, 10% of the Shares will be released from escrow upon issuance by the TSX Venture Exchange of its bulletin in connection with the completion of the Qualifying Transaction (the "Bulletin"), and 15% will be released on each of the dates that is 6 months, 12 months, 18 months, 24 months, 30 months and 36 months from the date of the Bulletin.

Each of Hylton Karon and Susan Karon affected the acquisition of their respective Shares for the purpose of effecting the Qualifying Transaction and for investment purposes. Subject to the provisions of the Escrow Agreement and compliance with applicable securities laws, Hylton Karon and Susan Karon reserve the right to purchase additional securities of iFabric or to dispose of any securities of iFabric that he or she may own, from time to time.

Susan Karon and Hylton Karon do not act jointly or in concert with one another in connection with the ownership of, or control over, their respective Shares, nor do they act jointly or in concert with any other person in this respect.

For additional information, or to obtain a copy of the report required pursuant to the early warning reporting requirements, please contact Mr. Hylton Karon or Mrs. Susan Karon.

Contact Information

  • iFabric Corp.
    Mr. Hylton Karon

    iFabric Corp.
    Mrs. Susan Karon

    iFabric Corp.
    c/o 525 Denison Street, Unit 1
    Markham, Ontario L3R 1B8
    905.882.4513