An anonymous director reports

SPECTRA PRODUCTS INC. ENTERS INTO NON-BINDING LETTER OF INTENT FOR PROPOSED REVERSE TAKEOVER TRANSACTION

On July 29, 2026, Spectra Products Inc. entered into an arm's-length non-binding letter of intent (the LOI) with Flexible Inc., a private corporation incorporated under the laws of the Province of Ontario. The LOI outlines the proposed terms and conditions pursuant to which the company and Flexible propose to complete a business combination that will result in the reverse takeover of the company by Flexible.

Trading of the company's common shares has been halted as a result of the announcement of the proposed transaction and will remain halted pending the receipt and review of acceptable documentation pursuant to Section 2.2 of the TSX Venture Exchange Policy 5.2 regarding a reverse takeover.

Transaction details

Pursuant to the LOI, the proposed transaction is anticipated to be completed through a share exchange, merger, amalgamation, arrangement, takeover bid or other similar form of transaction as is mutually agreed upon by the company and Flexible. The final structure will be set out in a definitive agreement between the parties and will be determined with consideration for corporate and securities law matters, relevant tax implications, liabilities and other factors of concern to the parties. There can be no assurance that the definitive agreement will be successfully negotiated or entered into or that all of the necessary approvals will be obtained or that all conditions of closing will be satisfied. The definitive agreement is to be negotiated among, and satisfactory to, the parties and will contain customary representations, warranties, covenants and conditions. As a result of the proposed transaction, current Flexible shareholders are expected own approximately 94 per cent of the issued and outstanding shares of the resulting issuer (as defined below) and Spectra shareholders will own approximately 6 per cent of the issued and outstanding shares of the resulting issuer. The proposed transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into the definitive agreement on or before Nov. 30, 2026, the completion of satisfactory due diligence investigations, the approval of the proposed transaction, and related matters by the shareholders of each of the company and Flexible, the completion of the private placement, as further described below, and the approval of the TSX-V and other necessary regulatory approvals.

Following completion of the proposed transaction, the issuer resulting therefrom is expected to carry on the current business of each of the company and Flexible, and will change its name to a name determined by the company and Flexible and which is acceptable to the TSX-V. Upon completion of the proposed transaction it is anticipated that the securities of the resulting issuer will be listed on the TSX-V, and subject to compliance with the requirements of the TSX-V and applicable corporate and securities laws, that the board of directors and officers of the resulting issuer will be reconstituted to include nominees of each of Spectra and Flexible.

Private placement

The resulting issuer will undertake a private placement for minimum gross proceeds of $5-million and maximum gross proceeds of $20-million. The terms, structure and pricing of the private placement will be determined by mutual agreement of the company and Flexible, and such terms, structure and pricing will be subject to TSX-V approval. Further details of the private placement, once known, will be provided in a future news release.

Additional information

This is an initial news release respecting the proposed transaction. The company intends to issue a further news release in accordance with the policies of the TSX-V upon entry into the definitive agreement, which is expected to provide additional information regarding, among other things, the final structure of the proposed transaction, the capitalization of the resulting issuer, the terms, structure and pricing of the private placement, and the proposed directors and officers of the resulting issuer.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and, if applicable, shareholder approval. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative.

The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

About Flexible Inc.

Flexible is a Canadian industrial acquisition platform focused on acquiring and building durable, profitable, founder-driven businesses across specialized manufacturing, distribution and related industrial markets. Flexible partners with founders, experienced operators and long-term shareholders to preserve what makes each business successful while supporting growth, operational improvement and strategic collaboration across its group of companies.

About Spectra Products Inc.

Spectra Products Inc. the Toronto-based North American designer, manufacturer, and distributor of wheel end safety products to the transportation industry. These products include Brake Safe, Zafety Lug Lock, Hub Alert, as well as the Termin-8R line of anti-corrosion and extreme pressure lubricants, and Optimum Fleet Health, a revolutionary AI (artificial intelligence) predictive and prescriptive vehicle maintenance software.

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