22:12:11 EDT Wed 05 Aug 2026
Enter Symbol
or Name
USA
CA



Spectra products Inc (2)
Symbol SSA
Shares Issued 13,055,565
Close 2026-07-16 C$ 0.20
Market Cap C$ 2,611,113
Recent Sedar+ Documents

Spectra Products enters LOI for RTO with Flexible

2026-08-05 17:22 ET - News Release

Subject: Press Release for Dissemination - SSA Word Document

File: '\\swfile\EmailIn\20260805 140229 Attachment Spectra Products Inc. - News release re LOI(17458987.4).docx'

Spectra Products Inc. Enters into Non-binding Letter of Intent for Proposed Reverse Takeover Transaction

For Immediate Release - August 5, 2026

Toronto, Ontario - Spectra Products Inc. ("Spectra" or the "Company") (SSA: TSX VENTURE) announces 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").

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 Flexible

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 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

Advisory

Forward-looking Information: This document contains forward-looking information. This information relates to future events and the Company's future performance. All information and statements contained herein that are not clearly historical in nature constitute forward-looking information, and the words "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "propose", "predict", "potential", "continue", "aim", or the negative of these terms or other comparable terminology are generally intended to identify forward-looking information. Such information represents the Company's internal projections, estimates, expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. This information involves known or unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Spectra believes that the expectations reflected in this forward-looking information are reasonable; however, undue reliance should not be placed on this forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. This press release contains forward-looking information concerning, among other things, the Proposed Transaction, the anticipated structure of the Proposed Transaction, the timing of the Definitive Agreement and expectations in respect of the Resulting Issuer. The reader is cautioned that such information, although considered reasonable by the Company, may prove to be incorrect. A number of risks and other factors could cause actual results to differ materially from those expressed in the forward-looking information contained in this document including, but not limited to, the Company and Flexible not entering into the Definitive Agreement, failure of the Company and/or Flexible to satisfy the conditions to completion of the Proposed Transaction, including receipt of all regulatory approvals (including the TSXV) and shareholder approvals, the successful completion of the Private Placement and the impact of general economic conditions, industry conditions, competition from other industry participants, stock market volatility and the ability to access sufficient capital from internal and external sources. Readers are cautioned that the foregoing list of factors is not exhaustive. Although the forward-looking statements contained in this document are based upon assumptions which management of Spectra believes to be reasonable, Spectra cannot assure investors that actual results will be consistent with these forward-looking statements. With respect to forward-looking statements contained in this document, Spectra has made assumptions regarding, among other things, the Company, Flexible, the Resulting Issuer and the Proposed Transaction, the ability of the parties to negotiate and enter into the Definitive Agreement on terms satisfactory to both parties, the timely receipt of all required shareholder and regulatory approvals, including the approval of the TSXV, if the Definitive Agreement is entered into, the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement and the ability of the parties to complete the Private Placement.

These forward-looking statements are made as of the date of this document and Spectra disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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