TRUBAR INC. ANNOUNCES COMPLETION OF PLAN OF ARRANGEMENT WITH ETI GIDA

Executive Summary

• TRUBAR Inc. completed a definitive plan of arrangement with ETI Gida affiliate, resulting in the sale of all outstanding TRUBAR common shares for approximately C$201 million.
• Shareholders received C$1.64 per share in cash; warrant holders received cash equal to any excess of that price over their exercise prices.
• The transaction triggers delisting of TRUBAR’s TSX‑Venture securities and the company will cease reporting under Canadian securities laws.

Key Details

• Transaction Structure: Plan of Arrangement under BC Business Corporations Act, effective 12:01 a.m. Vancouver time on Feb 6 2026.
• Purchaser: 1564128 B.C. Unlimited Liability Company (affiliate of ETI Gida Sanayi ve Ticaret A.S.).
• Consideration to Shareholders: C$1.64 per TRUBAR common share (cash).
• Warrant Consideration: Cash equal to the amount by which the C$1.64/share cash price exceeds each warrant’s exercise price, if any.
• Total Proceeds Paid: Approximately C$201 million for 109,242,973 shares representing 100% of TRUBAR’s outstanding equity.
• Shareholder Process: Registered holders must submit a transmittal letter and certificates to Odyssey Trust Company; broker‑held securities will be credited automatically via brokerage accounts.
• Delisting & Reporting Status: TRUBAR common shares expected to be delisted from the TSX‑Venture Exchange around Feb 9 2026; company intends to apply to cease being a reporting issuer under Canadian securities law.
• Regulatory Filings: Arrangement agreement dated Nov 23 2025 and management information circular (Dec 9 2025) filed on SEDAR+. Early warning report filed per MI 62‑104, also available on SEDAR+.
• Corporate Addresses: Purchaser/Parent – Eskisehir, Turkey; TRUBAR head office – 95 Wellington St. W., Toronto, ON.

Notable Quotes

(No direct quotes were included in the release.)