Mr. Richard Kellam reports

TRUBAR INC. MAILS CIRCULAR FOR SPECIAL MEETING OF SECURITYHOLDERS, ANNOUNCES RECEIPT OF INTERIM COURT ORDER FOR PLAN OF ARRANGEMENT

Trubar Inc. has mailed its management information circular for the special meeting of holders of common shares in the capital of Trubar, holders of warrants to purchase common shares, holders of options to purchase common shares and holders of restricted share units (RSUs) of Trubar (collectively, the Trubar securityholders) to consider the previously announced plan of arrangement under Division 5, Part 9 of the Business Corporations Act (British Columbia) with 1564128 B.C. Unlimited Liability Company (the purchaser), an affiliate of ETI Glda Sanayi ve Ticaret AS (the parent), an arm's-length party and a leading privately held consumer product goods (CPG) company based in Turkey. Pursuant to the arrangement, the purchaser will acquire all of the outstanding common shares.

In connection with the arrangement, holders of common shares will receive $1.64 (less applicable withholdings) per common share (the consideration) for each common share held, for aggregate consideration of approximately $201-million.

Acting on the unanimous recommendation of a special committee of directors of the company, the board of directors of the company (subject to certain conflicted directors abstaining) unanimously approved the arrangement and the entry by the company into the arrangement agreement (as defined below) and the transactions contemplated thereby, determined that the arrangement is fair to the Trubar securityholders and is in the best interests of the company, and resolved to recommend that the Trubar securityholders vote in favour of the arrangement resolution (as defined below).

Reasons to support the arrangement

Significant premium to market value: The consideration represents a 64-per-cent premium to the last closing price of the common shares prior to the announcement of the arrangement and a 102-per-cent premium to the 60-day volume-weighted average price of the common shares on the TSX Venture Exchange.

Certainty of value and immediate liquidity: The consideration is payable entirely in cash. By receiving the consideration at closing of the arrangement, Trubar securityholders are provided with immediate liquidity and certainty of value and are able to eliminate the investment risk associated with owning shares of a corporation operating in a volatile business and economic environment as well as exposure to other risks that are beyond control of the company and its management.

Recommendation of the special committee: The arrangement was recommended by the special committee, a committee of the Trubar board composed of three directors, being Richard Kellam (chair), H. Brock Bundy and St. John Walshe.

To assist in making its recommendation, the special committee engaged MNP LLP as independent financial adviser in connection with the arrangement.

MNP provided the special committee with a fairness opinion to the effect that, as of the date of such opinion and based upon and subject to the scope of review, analysis, qualifications and assumptions set forth therein, the arrangement is fair, from a financial point of view, to the Trubar securityholders.

A copy of the fairness opinion, which should be read carefully and in its entirety, along with other relevant background information related to the involvement of MNP, has been included in the circular.

Support agreements: Certain Trubar securityholders have entered into voting and support agreements pursuant to which they have agreed, subject to the terms thereof, to vote the Trubar securities over which they exercise voting control in favour of the arrangement. In the aggregate, parties holding or controlling approximately 16 per cent of the total number of issued and outstanding common shares, 34 per cent of the total number of issued and outstanding warrants, 68 per cent of the issued and outstanding options, and 97 per cent of the issued and outstanding RSUs have agreed to vote in favour of the arrangement resolution. In the event that the arrangement agreement dated Nov. 23, 2025, among the company, the purchaser and the parent is terminated in accordance with its terms, obligations under the support agreements automatically terminate.

Reasonable likelihood of completion: The arrangement is not subject to the purchaser obtaining financing and is otherwise subject to a limited number of customary conditions.

Voting at the meeting

At the meeting, Trubar securityholders will consider and, if deemed advisable, pass, with or without variation, a special resolution to approve the arrangement. The meeting will be held on Tuesday, Jan. 13, 2026, at 10 a.m. Toronto time at the offices of Norton Rose Fulbright Canada LLP at 222 Bay St., Suite 3000, Toronto, Ont., M5K 1E7.

Trubar has sent the circular, applicable form of proxy or voting instruction form and applicable letter of transmittal, as applicable, for the meeting to Trubar securityholders. These documents contain comprehensive information with respect to how registered and beneficial Trubar securityholders may vote in advance of the meeting. A copy of the circular is also available on the company's profile on SEDAR+. The record date for determining Trubar securityholders eligible to vote at the meeting is Dec. 1, 2025.

The deadline for Trubar securityholders to return their completed proxies or voting instruction forms is Friday, Jan. 9, 2026, at 10 a.m. Toronto time.

Questions and voting assistance

Trubar securityholders who have questions or need assistance in voting should contact Odyssey Trust Company by telephone at 1-888-290-1175 (North American toll-free) or 1-587-885-0960 (outside North America) or by e-mail at shareholders@odysseytrust.com.

Receipt of interim court order

The company today also announces that, on Dec. 9, 2025, it was granted an interim order by the Supreme Court of British Columbia regarding the arrangement. The interim order authorizes Trubar to proceed with various matters, including the holding of the meeting to consider and vote on the proposed arrangement.

Subject to the receipt of the requisite approval of the Trubar securityholders and the final approval of the arrangement by the Supreme Court of British Columbia and subject to the satisfaction or waiver of the other conditions to completion of the arrangement, the arrangement is expected to close on or about Monday, Jan. 19, 2026.

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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