TRUBAR INC. ANNOUNCES DEFINITIVE AGREEMENT TO BE ACQUIRED BY LEADING CONSUMER PRODUCTS COMPANY ETI GIDA

Executive Summary

• TRUBAR Inc. entered into a statutory plan of arrangement to be acquired by ETI Gida (via Purchaser 1564128 B.C. Unlimited Liability Company).
• Shareholders will receive C$1.64 per common share in cash, representing ~C$201 million total consideration—a 64% premium to the last closing price and a 102% premium to the 60‑day VWAP.
• The transaction is expected to close in Q1 2026 after shareholder, court and regulatory approvals; the TSXV listing will be delisted thereafter.

Key Details

• Arrangement Agreement Date: November 23 2025.
• Consideration: C$1.64 per common share (cash) → approx. C$201 million total.
• Premiums: 64% over the November 21, 2025 closing price of $1.00; 102% over the 60‑day VWAP.
• Shareholder Approval Required: Two‑thirds of votes cast by shareholders (and holders of Company securities) at a Special Meeting.
• Special Meeting Timing: Anticipated January 2026.
• Closing Timeline: Expected in Q1 2026, subject to customary closing conditions and approvals.
• Post‑Closing Effect: Common shares will be delisted from the TSX Venture Exchange.
• Fairness Opinion: Verbal opinion from MNP LLP (to be included in the management information circular).
• Voting Support Agreements: Directors/officers holding ~16% of outstanding common shares have agreed to vote in favour.
• Deal‑Protection Provisions: Includes “fiduciary out” and a US$5 million termination fee if the arrangement is terminated for a superior proposal.
• Advisors & Counsel:
• Special Committee – MNP LLP (financial advisor), Clarus Securities Inc. (financial advisor).
• Company counsel – Norton Rose Fulbright Canada LLP.
• Purchaser counsel – Winston & Strawn LLP; Stikeman Elliott LLP.
• Conference Call/Webcast: Monday, November 24 2025 at 9:00 am ET (6:00 am PT) hosted by Executive Chairman Kingsley Ward and CEO Erica Groussman.

Notable Quotes

“This proposed acquisition represents a significant milestone for our company and delivers on our commitment to creating strong value for shareholders.” – Kingsley Ward, Executive Chairman
“ETI Gida’s deep CPG experience and resources will help us advance the growth of TRUBAR in North America and our expansion into international markets.” – Erica Groussman, CEO & President