Mr. Mike Pyle reports

EXCHANGE INCOME CORPORATION ANNOUNCES PLAN OF ARRANGEMENT TO ACQUIRE TERRAPRO

Exchange Income Corp. (EIC) has signed an agreement to acquire TerraPro Inc. via a plan of arrangement for a purchase price of $30-million. The acquisition is expected to close early in the fourth quarter, subject to the approval of the transaction by TerraPro's shareholders and receipt of final court approval. The purchase price will be financed through the issuance of up to $4-million in EIC common shares to company shareholders and the remainder from the corporation's credit facility. The purchase price of $30-million is net of the Sherwood Park, Alta., property which will be acquired by EIC and subsequently sold with the proceeds being distributed to the TerraPro shareholders. The acquisition of TerraPro allows EIC to opportunistically expand its Environmental Access Solutions business as the Canadian matting market enters a growth cycle.

TerraPro, operating out of Sherwood Park, Alta., is a fully integrated access-matting platform providing services across Western Canada. The company is supported by its internal mat manufacturing capabilities, matting fleet and specialized equipment. TerraPro will be integrated with EIC's Environmental Access Solutions' Canadian operations, allowing it to further expand its capabilities and ability to service customers throughout Canada.

"We are starting to see heightened interest and investment in long linear projects throughout Canada," said Mike Pyle, chief executive officer of EIC. "In the latter half of 2026, and the years to follow, we expect to see substantial need for access matting solutions. The addition of TerraPro will not only boost our Canadian matting fleet, it will further strengthen our team and ability to serve clients across the country."

"Over the last two decades, our team at TerraPro has done an exceptional job growing our business and serving our clients," stated Colin Schmidt, president and chief executive officer of TerraPro. "As we enter our next phase of growth, we are excited to continue to build alongside the team under EIC's ownership. Access to their industry leading network and operational capabilities put us in the best position to benefit from upcoming industry tailwinds."

About Exchange Income Corp.

Exchange Income is a diversified acquisition-oriented company, focused in two segments: Aerospace and Aviation, and manufacturing.

We seek Safe Harbor.