Subject: Spectra Products SSA News Release for Dissemination
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File: '\\swfile\EmailIn\20260915 064959 Attachment 2026-09-15 Spectra Products Inc. - News release LOI no update.docx'
Spectra Products Inc. Announces Ongoing Negotiations with No Material Developments
For Immediate Release - September 15, 2026
Toronto, Ontario - On August 5, 2026, Spectra Products Inc. ("Spectra" or the "Company") (SSA: TSX VENTURE) announced that on July 29, 2026, it entered into an arm's length non-binding letter of intent (the "LOI") with Flexible Inc. ("Flexible"), 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 (the "Proposed Transaction").
Today, Spectra reports that negotiations are ongoing and there have been no material developments to date in respect of the Proposed Transaction.
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 ("TSXV") 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 (the "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% of the issued and outstanding shares of the Resulting Issuer (as defined below) and Spectra shareholders will own approximately 6% 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 November 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 TSXV and other necessary regulatory approvals.
Following completion of the Proposed Transaction, the issuer resulting therefrom (the "Resulting Issuer") 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 TSXV ("Name Change"). Upon completion of the Proposed Transaction it is anticipated that the securities of the Resulting Issuer will be listed on the TSXV, and subject to compliance with the requirements of the TSXV 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 "Private Placement"). 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 TSXV 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 TSXV 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, TSXV 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 TSXV 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 the Company
Spectra Products Inc. is the Toronto-based North American designer, manufacturer and distributor of wheel end safety products to the transportation industry. These products include Brake Safe(TM), Zafety Lug Lock(TM), Hub Alert(TM) as well as the Termin-8R(TM) line of anti-corrosion and extreme pressure lubricants, and Optimum Fleet Health, a revolutionary AI predictive and prescriptive vehicle maintenance software.
NOT FOR DISTRIBUTION TO US NEWS WIRE SERVICES NOR FOR DISSEMINATION IN THE UNITED STATES
Company Contact:
Mark Fernandez, Chief Financial Officer
Investor Relations: 1-800-308-5255
E-Mail: info@spectrainc.ca Website: www.spectrainc.ca
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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