ADENTRA Inc. — Capital/Financing Update 2024

Jun 6, 2024

FORM 51-102F3 Material Change Report

Item 1 – Name and Address of Company

ADENTRA Inc. (the “ Company ”) #B340 – 20161 86th Avenue Langley, British Columbia V2Y 2C1

Item 2 – Date of Material Change

June 5, 2024

Item 3 – News Release

A news release reporting the material change was issued by the Company on June 5, 2024 through the newswire services of Canada NewsWire, a copy of which was subsequently filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Item 4 – Summary of Material Change

On June 5, 2024, the Company entered into an agreement with National Bank Financial Inc. and Cormark Securities Inc., acting as co-bookrunners, on behalf of a syndicate of underwriters (collectively, the “ Underwriters ”), pursuant to which the Underwriters have agreed to purchase 2,246,000 common shares (the “ Common Shares ”) from the treasury of the Company at a price of $38.75 per Common Share for total gross proceeds of approximately $87,032,500 (the “ Offering ”).

In addition, the Company has granted the Underwriters an option (the “ Over-Allotment Option ”) to purchase up to an additional 15% of the Common Shares of the Offering on the same terms exercisable at any time on or prior to the 30th day following the closing of the Offering, to cover the Underwriters’ over-allocation position, if any, and consequent market stabilization.

Item 5 – Full Description of Material Change

On June 5, 2024, the Company entered into an agreement with National Bank Financial Inc. and Cormark Securities Inc., acting as co-bookrunners, on behalf of the Underwriters, pursuant to which the Underwriters have agreed to purchase 2,246,000 Common Shares from the treasury of the Company at a price of $38.75 per Common Share and offer them to the public by way of a short form prospectus for total gross proceeds of approximately $87,032,500.

In addition, the Company has granted the Underwriters the Over-Allotment Option to purchase up to an additional 15% of the Common Shares of the Offering on the same terms exercisable at any time on or prior to the 30th day following the closing of the Offering, to cover the Underwriters’ over-allocation position, if any, and consequent market stabilization.

Closing of the Offering is expected to occur on or about June 12, 2024 and is subject to customary closing conditions and regulatory approvals, including that of the Toronto Stock Exchange (the “ TSX ”).

This material change report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This material change report does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933 , as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

Forward Looking Statements

Certain statements in this material change report contain forward-looking information within the meaning of applicable securities laws (“ forward-looking information ”). Forwardlooking information is generally identifiable by the use of the words “shall”, “to be”, “may”, “will”, “expect”, “intends”, “can”, “could” and similar expressions. Forward-looking information in this material change report includes statements regarding: the anticipated timing and closing of the offering; required regulatory approvals in respect of the offering; the issuance of Common Shares pursuant to an exercise by the Underwriters of the OverAllotment Options and the payment of any fees associated therewith; the conditions to closing the offering, and the listing of the Common Shares on the TSX.

In connection with the forward looking information contained in this material change report, we have made numerous assumptions, regarding, among other things: all conditions to closing, including all regulatory approvals will be obtained met or waived; the Company’s ability to fulfill the listing requirements of the TSX; there are no material exchange rate fluctuations between the Canadian and U.S. dollar that will affect the Company’s performance the general state of the economy does not worsen; the Company’s products are not subjected to negative trade outcomes; the Company does not lose any key personnel; there is no labor shortage across multiple geographic locations; there are no decreases in the supply of, demand for, or market values of hardwood lumber or sheet goods that could harm the Company’s business; the Company will not incur material losses related to credit provided to its customers; there are no natural or man-made disruptions to the Company’s operations and customer service centers; no global instability or global supply chain disruptions; environmental, social and governance risks do not adversely affect the Company’s reputation and shareholder, employee, customer and third party relationships; climate change does not adversely affect the Company’s business and damage its reputation; the Company is able to integrate acquired businesses; there is no new competition in the Company’s markets that leads to reduced revenues and profitability; the Company can comply with existing regulations and will not become subject to more stringent regulations; no material product liability claims; importation of components or other innovative products does not increase and replace products manufactured in North America; the Company’s management information systems upon which its depends are not impaired; the Company is not adversely impacted by disruptive technologies; the Company’s information technology systems are not

compromised by cyber-attacks; and, the Company’s insurance is sufficient to cover losses that may occur as a result of its operations.

The forward-looking information is subjects to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information. The factors which could cause results to differ from current expectations include, but are not limited to: such risks and uncertainties described n the Company’s most recent annual information form and its management’s discussion and analysis (available on SEDAR+ at www.sedarplus.ca); fluctuations in the market price of the Company’s Common Shares; dilution of shareholders as a result of further issuances of Common Shares; closing of the Offering may be delayed or may not occur at all; and the Underwriters may terminate the Underwriting Agreement in accordance with its terms, including under the “disaster out” provisions contained therein, and as a result, the Company may not achieve its growth initiatives, business objectives and strategies.

All forward-looking information in this material change report are qualified in its entirety by this cautionary statement. These statements are made as of the date of this material change report and, except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise after the date hereof. Additionally, the Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities.

Item 6 – Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 – Omitted Information

No significant facts otherwise required to be disclosed in this report have been omitted.

Item 8 – Executive Officer

For further information, please contact:

Faiz Karmally, Vice President and Chief Financial Officer ADENTRA Inc.

Phone: (604) 881-1982

Item 9 – Date of Report

June 6, 2024.