TRUBAR INC. MAILS CIRCULAR FOR SPECIAL MEETING OF SECURITYHOLDERS, ANNOUNCES RECEIPT OF INTERIM COURT ORDER FOR PLAN OF ARRANGEMENT

Executive Summary

• TRUBAR Inc. mailed its management information circular for a special meeting of securityholders to approve a cash‑for‑shares arrangement with 1564128 B.C. Unlimited Liability Company (an affiliate of ETI Gida Sanayi ve Ticaret A.S.).
• The proposed consideration is C$1.64 per common share (approximately C$201 million total), representing a 64% premium to the last closing price and a 102% premium to the 60‑day VWAP.
• An interim order from the Supreme Court of British Columbia authorizes TRUBAR to hold the meeting; the arrangement is expected to close on or about January 19, 2026, subject to shareholder approval and final court sanction.

Key Details

• Arrangement Structure: Purchaser will acquire all outstanding common shares for cash consideration of C$1.64 per share (less withholdings).
• Aggregate Consideration: Approximately C$201 million payable in cash at closing.
• Premiums: 64% above last closing price; 102% above the 60‑day VWAP.
• Board & Committee Approval: Special committee of directors (Richard Kellam, H. Brock Bundy, St. John Walshe) unanimously recommended the arrangement; board approved it subject to conflicted directors abstaining.
• Financial Advisor & Fairness Opinion: MNP LLP engaged as independent financial advisor; provided a fairness opinion confirming the transaction is fair from a financial perspective to securityholders.
• Support Agreements: Securityholders controlling ~16% of common shares, 34% of warrants, 68% of options and 97% of RSUs have entered voting/support agreements in favour of the arrangement.
• Special Meeting Details:
• Date & Time: Tuesday, January 13, 2026 at 10:00 a.m. (Toronto time)
• Location: Norton Rose Fulbright Canada LLP, 222 Bay Street, Suite 3000, Toronto, ON M5K 1E7
• Record date for voting eligibility: December 1, 2025
• Proxy deadline: Friday, January 9, 2026 at 10:00 a.m. (Toronto time)
• Interim Court Order: Granted on December 9, 2025 by the Supreme Court of British Columbia, authorizing TRUBAR to proceed with the meeting and related matters.
• Closing Conditions & Timeline: Arrangement expected to close on or about Monday, January 19, 2026, subject to:
• Shareholder approval at the special meeting
• Final court approval by the Supreme Court of British Columbia
• Satisfaction or waiver of any remaining customary conditions (no financing required).

Notable Quotes

• (No direct quotes were provided in the release.)