VANCOUVER, BC, Feb. 6, 2026 /CNW/ - TRUBAR Inc. ("TRUBAR" or the "Company") (TSXV: TRBR) (OTCQX: TRBRF), a better-for-you snacking company focused on delivering high-quality, plant-based protein products with exceptional taste and made with clean, recognizable ingredients is pleased to announce the completion of its previously announced arrangement involving 1564128 B.C. Unlimited Liability Company (the "Purchaser"), an affiliate of ETI Gida 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 (the "Plan of Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement"). The Arrangement became effective at 12:01 a.m. (Vancouver time) on February 6, 2026 (the "Effective Time").
Pursuant to the terms of the Arrangement, among other things, holders of common shares in the capital of TRUBAR (the "TRUBAR Common Shares") received C$1.64 per share (the "Common Share Cash Consideration") 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 (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 (the "Warrant Consideration"), 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 www.sedarplus.com and is available on TRUBAR's website at https://www.trubarinc.com/. 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 (the "TSXV") at the close of business on or about February 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 November 23, 2025 among the Company, the Purchaser and the Parent, filed under TRUBAR's issuer profile at SEDAR+ at www.sedarplus.com. In addition, further information regarding the Arrangement is contained in TRUBAR's management information circular dated December 9, 2025 prepared in connection with the special meeting of TRUBAR shareholders held on January 13, 2026 and filed under TRUBAR's issuer profile at www.sedarplus.com.
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% 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 Gida Sanayi ve Ticaret Anonim Sirketi, Hosnudiye Mh. Kizilcikli Mahmut Pehlivan Cd., Eti Plaza No:11, Tepebasi / Eskisehir, Türkiye. TRUBAR's head office is located at 95 Wellington Street West, Suite 1400, Toronto, Ontario, 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 www.sedarplus.com and may be obtained upon request from the Purchaser by contacting Investor Relations by e-mail at [email protected] or by telephone at +90 530-898-5943.
About TRUBAR Inc.
TRUBAR Inc. 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. For more information, visit: https://www.trubarinc.com/.
Neither the 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 release.
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell, or an offer to sell or a solicitation of an offer to buy, securities of TRUBAR.
Forward-Looking Statement Cautions
This news release contains certain forward-looking information and forward-looking statements (collectively, "forward looking statements"), as such terms are defined under applicable securities law, reflecting management's expectations regarding TRUBAR's future actions relating to the Arrangement. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate", "believe", "plan", "forecast", "expect", "estimate", "predict", "intend", "would", "could", "if", "may", "should" and similar expressions. This press release includes, among others, forward-looking statements regarding TRUBAR's expectations regarding: payment of the Common Share Cash Consideration to shareholders who hold their TRUBAR Common Shares through a broker; payment of the Warrant Consideration to warrantholders who hold their TRUBAR Warrants through a broker; the expected date for the delisting of the TRUBAR Common Shares on the TSXV; and TRUBAR's intention to apply to cease to be a reporting issuer under applicable Canadian securities laws. All such statements are made pursuant to the "safe harbour" provisions of applicable Canadian securities legislation. These statements reflect current expectations of management regarding future events and operating performance, and speak only as of the date of this press release. In addition, forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. By their very nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that management's assumptions may not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or projections expressed or implied by such forward-looking statements. We caution readers not to place undue reliance on the forward-looking statements in this press release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements. The anticipated timing for delisting of the TRUBAR Common Shares and TRUBAR's intention to apply to cease to be reporting issuer may change for a number of reasons. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of delisting of the TRUBAR Common Shares and TRUBAR's intention to apply to cease to be a reporting issuer. TRUBAR cautions that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results. When relying on our forward-looking statements to make decisions with respect to TRUBAR and its securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. TRUBAR does not intend, and disclaims any obligation, to update any forward-looking statements, whether written or oral, or whether as a result of new information or otherwise, except as may be required by law.
SOURCE Trubar Inc.
Contact Information: TRUBAR Inc., Fernando Massalin, VP Investor Relations and Corporate Development, +1 (416) 238-7564, [email protected]
