Announcement • Feb 09
The Common Shares of TRUBAR Inc. to Be Delisted from the TSX Venture Exchange At the Close of Trading on or About February 9, 2026 On February 6, 2026, TRUBAR Inc. ("TRUBAR" or the "Company") completed the Arrangement, pursuant to the Plan of Arrangement. The Arrangement became effective at the Effective Time. Pursuant to the terms of the Arrangement, among other things, holders of TRUBAR Common Shares received, for each TRUBAR Common Share held, CAD 1.64 per share (the "Common Share Cash Consideration"), in accordance with the terms of the Plan of Arrangement, and holders of warrants to purchase TRUBAR Common Shares (the "TRUBAR Warrants") 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. As a result of the Arrangement, the Common Shares will be delisted from the TSX Venture Exchange at the close of trading on or about February 9, 2026. Following the de-listing, TRUBAR will apply to cease to be a reporting issuer under applicable Canadian securities laws. Announcement • Feb 07
ETI Gida Sanayi ve Ticaret A.S. completed the acquisition of TRUBAR Inc. (TSXV:TRBR). ETI Gida Sanayi ve Ticaret A.S. entered into an arrangement agreement to acquire TRUBAR Inc. (TSXV:TRBR) for approximately CAD 180 million on November 23, 2025. Under the terms of the Arrangement Agreement, each shareholder will receive CAD 1.64 per Common Share in cash. Following completion of the Arrangement, the Common Shares will be delisted from the TSXV. In case of termination of transaction, TRUBAR will pay a termination fee of CAD 7.06 million ($5 million).
The transaction is subject to approval of merger agreement by TRUBAR board and shareholders and subject to court approval. The Board of Directors of TRUBAR Inc. formed a special committee for the transaction. The deal has been unanimously approved by the TRUBAR board. The transaction is expected to be completed in the first quarter of 2026. As of January 13, 2026 Trubar. securityholders approve a going private transaction. On January 16, 2026, TRUBAR Inc. announced that the it has obtained a final order from the Supreme Court of British Columbia approving the previously announced plan of arrangement involving 1564128 B.C. Unlimited Liability Company, an affiliate of ETI Gida Sanayi ve Ticaret A.S., pursuant to which, among other things, the ETI will acquire all of the issued and outstanding shares in the capital of the Company. Receipt of the final order will allow TRUBAR to complete the Arrangement, which the parties anticipate completing in the coming weeks upon the completion of the parties closing procedures. On February 3, 2026, it was announced that all conditions precedent to the completion of the Arrangement have been satisfied, except for those conditions precedent that, by their nature, are only capable of being satisfied as of the effective date. The completion of the Arrangement is anticipated to occur on the business day following the deposit of funds required to satisfy the aggregate consideration payable by the Purchaser with the depositary and paying agent in accordance with the Arrangement, which parties anticipate will occur on or about February 5, 2026.
MNP LLP acted as financial advisor and fairness opinion provider for TRUBAR Inc and its special committee. Norton Rose Fulbright Canada LLP acted as legal advisor for TRUBAR Inc and its special committee. Clarus Securities Inc. acted as financial advisor for TRUBAR Inc and its special committee. Timothy Kincaid of Winston & Strawn LLP, and Mario Nigro and John Lee of Stikeman Elliott LLP acted as legal advisors for ETI Gida Sanayi ve Ticaret A.S.
ETI Gida Sanayi ve Ticaret A.S. completed the acquisition of TRUBAR Inc. (TSXV:TRBR) on February 6, 2026. The TRUBAR Common Shares are expected to be delisted from the TSX Venture Exchange at the close of business on or about February 9, 2026. Recent Insider Transactions Derivative • Dec 24
CEO, President & Director exercised options to buy CA$1.3m worth of stock. On the 22nd of December, Erica Groussman exercised options to buy 828k shares at a strike price of around CA$1.26, costing a total of CA$1.0m. This transaction amounted to 19% of their direct individual holding at the time of the trade. Since March 2025, Erica's direct individual holding has decreased from 4.43m shares to 4.40m. Company insiders have collectively bought CA$2.7m more than they sold, via options and on-market transactions, in the last 12 months. 
