Mr. Hadi Abassi reports

ATLAS ENGINEERED PRODUCTS ANNOUNCES ACQUISITION OF PENN-TRUSS MFG INC. IN SASKATCHEWAN, CANADA

Atlas Engineered Products Ltd. has completed the acquisition of Penn-Truss MFG Inc., located in Saltcoats, Sask., Canada. Penn-Truss is a manufacturer of roof and floor trusses, and a supplier of engineered wood products (EWPs).

"I am excited to announce the acquisition of our 10th manufacturing facility and our first facility in Saskatchewan. This acquisition expands our national footprint with more coverage through the Canadian Prairies," said Hadi Abassi, chief executive officer, president and founder of the company. "Penn-Truss in Saskatchewan is close enough to our south-central facility in Manitoba that they can share some resources and build synergies that will increase efficiencies in the Prairie market. The market across Saskatchewan and Manitoba has picked up significantly since the beginning of 2025, and we look forward to the overall growth potential Penn-Truss will bring to the AEP group."

The acquisition of Penn-Truss was completed effective July 24, 2025. To acquire all the issued and outstanding shares of Penn-Truss, the company paid a purchase price of $3.8-million with a working capital adjustment to be determined and finalized within 60 days of closing date of the SPA (share purchase agreement). The purchase price will be paid for as follows: $760,000 in cash nine months postclosing (subject to the working capital adjustment); up to $760,000 in cash or shares of AEP at the discretion of AEP based on the performance of Penn-Truss for fiscal 2025; and the remaining in cash at closing. The performance component will be determined based on adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) to be finalized within five business days of filing the company's fiscal 2025 audited financial results, and the number of shares issued will be based on price per share equal to the greater of: (i) the 10-day volume weighted average price (VWAP) of the common shares at the time of determining the earnout amount; and (ii) the market price of the common shares at the time of determining the earnout amount, provided that in no event shall such price be lower than the discounted market price (determined in accordance with the TSX Venture Exchange policies) of the common shares as of the day prior to today's date.

Unaudited fiscal year ended Dec. 31, 2024, Penn-Truss generated just over $8.7-million in revenues and non-IFRS (international financial reporting standards) financial measure normalized EBITDA of approximately $500,000. The three-year average non-IFRS financial measure normalized EBITDA was approximately $955,000, resulting in a 3.98 times EBITDA for the business operations (excluding the land and buildings which were not purchased by the company). The company anticipates normalized EBITDA for fiscal 2025 to be closer to the three-year average.

The location and equipment were key considerations in this acquisition. The site strategically broadens Atlas Engineered Products' national presence, marking its initial entry into Saskatchewan with an established 600-kilometre delivery radius based on historical business patterns. Furthermore, an independent appraisal assessed the fair market value of all equipment at $3.1-million. Looking ahead, the company expects to leverage its operating synergies and purchasing power to enhance Penn-Truss's operations through the integration process. The company has also identified significant opportunities for organic growth through wall panel manufacturing and market expansion. Penn-Truss has done some wall panel manufacturing in the past, but it has not been a significant or regular part of its operation.

About Atlas Engineered Products Ltd.

Atlas Engineered Products is a growth company that is acquiring and operating profitable, well-established operations in Canada's truss and engineered products industry. The company has a well-defined and disciplined acquisition and operating growth strategy enabling it to scale aggressively and apply new automated technologies, giving the company a unique opportunity to consolidate a fragmented industry of independent operators.

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