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TRUBAR Inc. Capital/Financing Update 2025

Apr 8, 2025

47671_rns_2025-04-08_c1bd21a7-255a-4ff9-878a-b3746e0bfb69.pdf

Capital/Financing Update

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SIMPLY BETTER BRANDS CORP.
QUALIFICATION CERTIFICATE

TO: Ontario Securities Commission, as principal regulator

AND TO: British Columbia Securities Commission
Alberta Securities Commission

Re: Preliminary Short Form Base Shelf Prospectus

In connection with the filing of a preliminary short form base shelf prospectus of Simply Better Brands Corp. (the "Issuer") dated as of the date hereof, and in accordance with section 4.1(a)(ii) of National Instrument 44-101 Short Form Prospectus Distributions ("NI 44-101") and Section 2.2 of National Instrument 44-102 Shelf Distributions ("NI 44-102"), the undersigned executive officer of the Issuer hereby certifies on behalf of the Issuer, and not in any personal capacity, that:

(a) the Issuer is relying on, and has satisfied, the qualification criteria set out in section 2.2 of NI 44-101 and section 2.2 of 44-102 in order to file a prospectus in the form of a short form prospectus;

(b) the Issuer satisfies the criteria set forth in section 2.2 of NI 44-101, in that:

(i) the Issuer is required to transmit documents through SEDAR+;

(ii) the Issuer is a reporting issuer at least one jurisdiction of Canada;

(iii) the Issuer has filed with the securities regulatory authority in each jurisdiction in which it is a reporting issuer all periodic and timely disclosure documents that it is required to have filed in that jurisdiction:

(A) under applicable securities legislation,

(B) pursuant to an order issued by the securities regulatory authority, or

(C) pursuant to an undertaking to the securities regulatory authority;

(iv) the Issuer has, in at least one jurisdiction in which it is a reporting issuer,

(1) current annual financial statements, and

(2) a current AIF;

(v) the Issuer's equity securities are listed and posted for trading on the TSX Venture Exchange, and the Issuer is not an issuer:

(1) whose operations have ceased, or

(2) whose principal asset is cash, cash equivalents, or its exchange listing; and

(c) all of the material incorporated by reference in the preliminary short form base shelf prospectus as at the date hereof has been previously filed, or if not previously filed, is being filed with the preliminary short form base shelf prospectus.


DATED this 7th day of April, 2025.

SIMPLY BETTER BRANDS CORP.

By: /s/ J. R. Kingsley Ward
Name: J. R. Kingsley Ward
Title: Chairman & CEO

[Qualification Certificate Signature Page]