Mr. Fernando Massalin reports
TRUBAR INC. ANNOUNCES COMPLETION OF PLAN OF ARRANGEMENT WITH ETI GIDA
Trubar Inc. has completed its previously announced arrangement involving 1564128 B.C. Unlimited Liability Company (the purchaser), an affiliate of ETI Glda Sanayi ve Ticaret A.S. (the parent), an arm's-length party and a leading privately held consumer product goods (CPG) company based in Turkey pursuant to a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia). The arrangement became effective at 12:01 a.m. (Vancouver time) on Feb. 6, 2026.
Pursuant to the terms of the arrangement, among other things, holders of common shares in the capital of Trubar received $1.64 per share for each Trubar common share held, in accordance with the terms of the plan of arrangement, and holders of warrants to purchase Trubar common shares received a cash payment equal to the amount (if any) by which the common share cash consideration exceeded the exercise price of such Trubar warrant, in accordance with the terms of the plan of arrangement.
Registered holders of Trubar common shares or Trubar warrants can submit their share certificates or warrant certificates, as applicable, if any, along with a duly completed letter of transmittal and any other documents required by Odyssey Trust Company in accordance with the letter of transmittal in order to receive the common share cash consideration or warrant consideration, as applicable, pursuant to the arrangement. A letter of transmittal was previously mailed to all registered shareholders and warrantholders and has been filed under Trubar's issuer profile at SEDAR+ and is available on Trubar's website. Registered holders of Trubar common shares and Trubar warrants who properly complete, duly execute and deliver the applicable letter of transmittal, along with their share certificates or warrant certificates, as applicable, if any, will receive the common share cash consideration or warrant consideration, as applicable, pursuant to the arrangement. Shareholders or warrantholders of Trubar who hold their Trubar common shares or Trubar warrants through a broker are not required to submit a letter of transmittal. Such shareholders and warrantholders should receive the common share cash consideration or warrant consideration, as applicable, through their brokerage account and should contact their broker with any questions.
The Trubar common shares are expected to be delisted from the TSX Venture Exchange at the close of business on or about Feb. 9, 2026. In addition, Trubar intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.
Additional information
Full details of the arrangement are set out in the arrangement agreement dated Nov. 23, 2025, among the company, the purchaser and the parent, filed under Trubar's issuer profile at SEDAR+. In addition, further information regarding the arrangement is contained in Trubar's management information circular dated Dec. 9, 2025, prepared in connection with the special meeting of Trubar shareholders held on Jan. 13, 2026, and filed under Trubar's issuer profile at SEDAR+.
Early warning disclosure
Immediately prior to the completion of the arrangement, the purchaser did not own or control, directly or indirectly, any Trubar common shares. In connection with the arrangement, the purchaser acquired, and currently owns and controls, all of the issued and outstanding shares of Trubar, being 109,242,973 Trubar common shares, which represented 100 per cent of the issued and outstanding shares of Trubar as at the effective time. The aggregate consideration paid by the purchaser for the Trubar common shares pursuant to the arrangement was approximately $201-million.
The purchaser and parent's principal office is located at c/o ETI Glda Sanayi ve Ticaret Anonim Sirketi, Hosnudiye Mh. Klzllclkll Mahmut Pehlivan Cd., Eti Plaza No:11, Tepebasl/Eskisehir, Turkey. Trubar's head office is located at 95 Wellington St. West, suite 1400, Toronto, Ont., M5J 2N7.
This disclosure is issued pursuant to Multilateral Instrument 62-104 -- Take-Over Bids and Issuer Bids, which also requires an early warning report to be filed containing additional information with respect to the foregoing matters. A copy of the early warning report will be made available on SEDAR+ under Trubar's issuer profile at SEDAR+ and may be obtained upon request from the purchaser by contacting investor relations by e-mail at ir@teamtru.com or by telephone at 90-530-898-5943.
About Trubar Inc.
Trubar is a better-for-you snacking company focused on delivering high-quality, plant-based protein products with exceptional taste and made with clean, recognizable ingredients. Trubar, the company's signature product line, is distributed through national retailers, club stores and e-commerce platforms across North America. The company is focused on expanding Trubar's presence throughout North America and select international markets.
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