This short form base shelf prospectus has been filed under legislation in British Columbia, Alberta and Ontario that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except where an exemption from such delivery requirements is available.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

This short form base shelf prospectus constitutes a public offering of the securities only in those jurisdictions where such securities may be lawfully offered for sale and, in such jurisdictions, only by persons permitted to sell such securities. The securities to be offered hereunder have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any of the securities laws of any state of the United States and may not be offered or sold or otherwise disposed of in the United States or to or for the account of U.S. persons absent registration or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Unless otherwise specified in the applicable prospectus supplement, this short form base shelf prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities offered hereby within the United States. See "Plan of Distribution".

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of TRUBAR Inc. at 95 Wellington Street West, Suite 1400, Toronto, Ontario, M5J 2N7, telephone: (416) 581-8850, and are also available electronically at www.sedarplus.com.

SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering

June 27, 2025

TRUBAR™

TRUBAR INC.
(formerly, Simply Better Brands Corp.)

$100,000,000

Common Shares

Debt Securities

Warrants

Units

Subscription Receipts

TRUBAR Inc. (the "Corporation", "us", "we" or "our") may offer, issue and sell, as applicable, from time to time common shares in the capital of the Corporation ("Common Shares"), debt securities ("Debt Securities"), warrants ("Warrants") to acquire any of the other securities that are described in this short form base shelf prospectus (the "Prospectus"), units ("Units") comprised of one or more of any of the other securities that are described in this Prospectus, and subscription receipts ("Subscription Receipts") to acquire any of the other securities that are described in this Prospectus, or any combination of such securities (all of the foregoing collectively, the "Securities" and individually, a "Security") in an aggregate offering amount of up to $100,000,000, in one or more transactions during the 25-month period that this Prospectus, including any amendments hereto, remains effective. The aggregate initial offering price shall be calculated, in the case of interest-bearing Debt Securities, on the basis of the principal amount of the Debt Securities issued, and, in the case of non-interest bearing Debt Securities, on the basis of the gross proceeds received by the Corporation from the particular offering. Certain current or future holders of Common Shares (collectively, the "Selling Securityholders", and each a "Selling Securityholder") may also offer and sell certain Securities from time to time pursuant to this Prospectus. See "Selling Securityholders".

CAN_DMS: \1010621042\11

Securities may be offered separately or together, in amounts, at prices and on such terms and conditions as may be determined from time to time depending on, among other things, the Corporation's financing requirements, market conditions at the time of sale and other factors. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale or at prices to be negotiated with purchasers at the time of sale, which prices may vary as between purchasers and during the period of distribution. If Securities are offered on a non-fixed price basis, the underwriters', dealers' or agents' compensation will be increased or decreased by the amount by which the aggregate price paid for Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriters, dealers or agents to the Corporation or the Selling Securityholders, as applicable. See "Plan of Distribution".

The specific terms of any offering of Securities, including the specific terms of the Securities with respect to a particular offering and the terms of such offering, in one or more prospectus supplements (each, a "Prospectus Supplement") to this Prospectus, including, where applicable: (a) in the case of Common Shares, the number of Common Shares offered, the offering price (in the event the offering is a fixed price distribution) or the manner of determining the offering price (in the event the offering is a non-fixed price distribution), whether the Common Shares are being offered for cash, and any other terms specific to the Common Shares; (b) in the case of Debt Securities, the aggregate principal amount and ranking of Debt Securities being offered, the issue and delivery date, the maturity date, the offering price or manner of determining the offering price, the interest provisions, the currency or currency unit for which the Debt Securities may be purchased, the authorized denominations, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion rights attached to the Debt Securities, the form of Debt Securities, whether the Debt Securities will be secured by any of the Corporation's assets or guaranteed by associates or affiliates of the Corporation, and any other terms specific to the Debt Securities; (c) in the case of Warrants, the offering price or manner of determining the offering price, whether the Warrants are being offered for cash, the designation, the number and the terms of the Common Shares or other securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, the dates and periods of exercise, and any other specific terms; (d) in the case of Units, the number of Units being offered, the offering price and the number and terms of the Securities comprising the Units; and (e) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price or manner of determining the offering price, whether the Subscription Receipts are being offered for cash, the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities, the designation, number and terms of such other Securities, and any other terms specific to the Subscription Receipts.

The Securities may be offered separately or together or in any combination, and as separate series. In addition, the Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or one of its subsidiaries. The consideration for any such acquisition may consist of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to prospective purchasers together with this Prospectus to the extent required by applicable laws, except where an exemption from such delivery requirements is available. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the offering of Securities to which the Prospectus Supplement pertains. Prospective investors should read this Prospectus and any applicable Prospectus Supplement carefully before investing in any Securities issued pursuant to this Prospectus.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. The Corporation or the Selling Securityholders may offer and sell the Securities to or through underwriters or dealers purchasing as principals, and may also sell directly to one or more purchasers or through agents. A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers or agents involved in the sale of such Securities, the terms of engagement and the compensation of any such underwriters, dealers or agents.

Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such Securities.

The Securities may be offered and sold pursuant to this Prospectus through underwriters, dealers, directly or through agents designated from time to time at amounts and prices and other terms determined by us. In connection with any underwritten offering of Securities, other than an "at-the-market distribution" of Common Shares (as defined in National Instrument 44-102 - Shelf Distributions ("NI 44-102")) and unless otherwise specified in the relevant Prospectus Supplement, the underwriters, dealers or agents may over-allot or effect transactions which stabilize or maintain the

CAN_DMS: \1010621042\11

market price of the Securities offered at levels other than those that might otherwise prevail on the open market. Such transactions, if commenced, may be commenced, interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters', dealers' or agents' over-allotment position acquires those Securities under this Prospectus and the Prospectus Supplement relating to the particular offering of Securities, regardless of whether the overallotment position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. In accordance with subsection 4.1(1) of NI 44-102, the Corporation will file with this Prospectus an undertaking with the securities regulatory authorities in British Columbia, Alberta and Ontario that the Corporation will not distribute Securities that, at the time of distribution, are novel specified derivatives or novel asset-backed securities, without first pre-clearing with the applicable regulator the disclosure to be contained in any Prospectus Supplement pertaining to the distribution of the novel specified derivatives or asset-backed securities.

This Prospectus does not qualify an "at-the-market distribution" (as such term is defined in NI 44-102) of Common Shares. A Prospectus Supplement will set out the names of any underwriters, dealers or agents involved in the sale of our Securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such Securities, including the net proceeds the Corporation or the Selling Securityholders expect to receive from the sale of such Securities, if any, the amounts and prices at which such Securities are sold, the compensation of such underwriters, dealers or agents and other material terms of the plan of distribution. See "Plan of Distribution".

This Prospectus also qualifies the distribution of Securities by our Selling Securityholders. One or more Selling Securityholders may sell Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through statutory exemptions, or through agents designated from time to time. See "Plan of Distribution" and "Selling Securityholders".

The Common Shares are listed on the TSX Venture Exchange (the "TSXV") under the symbol "SBBC". On June 26, 2025, being the last trading day prior to this Prospectus, the closing price of our Common Shares on the TSXV was $0.80. Unless otherwise specified in the applicable Prospectus Supplement, Securities other than Common Shares will not be listed on any securities exchange or quotation system. There is currently no market through which such Securities other than Common Shares may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus and the Prospectus Supplement relating to such Securities. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. See "Risk Factors".

St. John Walshe and Erica Groussman, each a director of the Corporation, resides outside of Canada. Each of St. John Walshe and Erica Groussman has appointed Norton Rose Fulbright Canada LLP at its Vancouver offices located at 510 Georgia Street West, Suite 1800, Vancouver, British Columbia V6B 0M3 as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

Purchasers of Securities should be aware that the acquisition of Securities may have tax consequences. This Prospectus does not discuss Canadian or other tax consequences and any such tax consequences may not be described fully in any applicable Prospectus Supplement with respect to a particular offering of Securities. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR CANADIAN SECURITIES COMMISSION OR REGULATORY AUTHORITY NOR HAS ANY SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

An investment in Securities involves significant risks that should be carefully considered by prospective investors before purchasing Securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein, including the applicable Prospectus Supplement, should be carefully reviewed and considered by prospective investors in connection with any investment in Securities. See "Risk Factors".

No underwriter has been involved in the preparation of this Prospectus nor has any underwriter performed any review of the contents of this Prospectus.

The registered office of the Corporation is 510 West Georgia Street, Suite 1800, Vancouver, British Columbia, V6B 0M3 and its head office is located at 95 Wellington Street West, Suite 1400, Toronto, Ontario, M5J 2N7.

All dollar amounts in this Prospectus are in Canadian dollars, unless otherwise indicated.

CAN_DMS: \1010621042\11

Information contained on the Corporation and its subsidiaries' websites should not be deemed to be a part of this Prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Securities. Market data and certain industry forecasts used in this Prospectus or any applicable Prospectus Supplement and the documents incorporated by reference herein were obtained from market research, publicly available information and industry publications. The Corporation believes that these sources are generally reliable, but the accuracy and completeness of the information is not guaranteed. The Corporation has not independently verified this information and does not make any representation as to the accuracy of this information.

CAN_DMS: \1010621042\11
iv

CAN_DMS: \1010621042\11

Section	Page
ABOUT THIS PROSPECTUS	1
DOCUMENTS INCORPORATED BY REFERENCE	1
MARKETING MATERIALS	2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
NON-IFRS MEASURES	4
TRADEMARKS AND TRADE NAMES	4
TRUBAR INC.	5
RECENT DEVELOPMENTS	5
DESCRIPTION OF THE BUSINESS	7
USE OF PROCEEDS	11
PLAN OF DISTRIBUTION	12
SELLING SECURITYHOLDERS	14
CONSOLIDATED CAPITALIZATION	14
PRIOR SALES	15
TRADING PRICE AND VOLUME	19
EARNINGS COVERAGE RATIOS	19
TAX CONSIDERATIONS	19
DESCRIPTION OF SHARE CAPITAL	20
DESCRIPTION OF DEBT SECURITIES	20
DESCRIPTION OF WARRANTS	22
DESCRIPTION OF UNITS	23
DESCRIPTION OF SUBSCRIPTION RECEIPTS	23
PROMOTERS	24
RISK FACTORS	24
MATERIAL CONTRACTS	26
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	26
LEGAL MATTERS	26
AUDITORS, REGISTRAR AND TRANSFER AGENT	27
ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS	27
PURCHASER'S STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION	27
CERTIFICATE OF TRUBAR INC.	1

ABOUT THIS PROSPECTUS

Readers should rely only on the information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. The Corporation has not authorized anyone to provide readers with information different from that contained in this Prospectus (or incorporated by reference herein). The Corporation takes no responsibility for, and can provide no assurance as to, the reliability of any other information that others may give readers of this Prospectus. If any person provides prospective investors with additional or different or inconsistent information, including information or statements in media articles about the Corporation, prospective investors should not rely on it. The Corporation is not making an offer of Securities in any jurisdiction where the offer is not permitted. Readers are required to inform themselves about, and to observe any restrictions relating to, any offer of Securities and the possession or distribution of this Prospectus and any applicable Prospectus Supplement.

Readers should not assume that the information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement is accurate as of any date other than the date of this Prospectus or the respective dates of the documents incorporated by reference herein, unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this Prospectus, any Prospectus Supplement and the documents incorporated by reference herein and therein are accurate only as of their respective dates, regardless of the time of delivery of this Prospectus and any applicable Prospectus Supplement or of any sale of the Securities. The business, financial condition, operating results and future prospects of the Corporation may have changed since those dates.

This Prospectus shall not be used by anyone for any purpose other than in connection with an offering of Securities in compliance with applicable Canadian securities laws. We do not undertake to update the information contained or incorporated by reference herein, including any Prospectus Supplement, except as required by applicable Canadian securities laws. Information contained on, or otherwise accessed through, the Corporation and its subsidiaries' websites shall not be deemed to be a part of this Prospectus and such information is not incorporated by reference herein.

References to “$” in this Prospectus and any applicable Prospectus Supplement are to Canadian dollars, unless otherwise indicated.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference into this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of the Corporation at 95 Wellington Street West, Suite 1400, Toronto, Ontario, M5J 2N7, telephone: (416) 581-8850, and are also available electronically under our profile on SEDAR+ at www.sedarplus.com.

The following documents, filed by the Corporation with the various securities commissions or similar authorities in each of British Columbia, Alberta and Ontario, are specifically incorporated by reference into and form an integral part of this Prospectus:

(a) material change report of the Corporation dated January 3, 2025;
(b) the management information circular of the Corporation dated April 8, 2025, filed on April 17, 2025 in connection with the annual general and special meeting of holders of Common Shares of the Corporation to be held on May 21, 2025 (the "2025 Circular");
(c) the annual information form of the Corporation dated April 22, 2025 for the year ended December 31, 2024 (the "2025 AIF")
(d) the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2024 and 2023, together with the notes thereto and the independent auditors' report thereon (the "Annual FS");
(e) the management's discussion and analysis of the consolidated financial positions, results of operations, and cash flows of the Corporation dated April 22, 2025, for the year ended December 31, 2024;
(f) the interim consolidated financial statements of the Corporation as at and for the three (3) month period ended March 31, 2025, except for the notice of no auditor review therein;
(g) the management's discussion and analysis of the consolidated financial positions, results of operations, and cash flows of the Corporation dated May 28, 2025, for the three (3) months ended March 31, 2025;
(h) material change report of the Corporation dated May 1, 2025; and

CAN_DMS: \1010621042\11

(i) material change report of the Corporation dated May 26, 2025.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference into this Prospectus modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus.

Any document of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference into a short form prospectus, including any annual information forms, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, annual financial statements (in each case, including any applicable exhibits containing updated earnings coverage information) and the independent auditor's report thereon, management's discussion and analysis and information circulars of the Corporation filed by the Corporation with securities commissions or similar authorities in Canada after the date of this Prospectus and prior to the completion or withdrawal of any offering under this Prospectus shall be deemed to be incorporated by reference into this Prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Corporation and readers should review all information contained in this Prospectus, the applicable Prospectus Supplement and the documents incorporated or deemed to be incorporated by reference herein and therein.

Upon a new annual information form and annual consolidated financial statements being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective: (a) the previous annual consolidated financial statements and all interim condensed consolidated financial statements and, in each case, the accompanying management's discussion and analysis of consolidated financial condition and consolidated results of operations, and (b) material change reports filed prior to and business acquisition reports with respect to acquisitions completed prior to the commencement of the financial year of the Corporation in which the new annual information form is filed shall be deemed to no longer be incorporated into this Prospectus for purpose of future offers and sales of Securities under this Prospectus. Upon interim condensed consolidated financial statements and the accompanying management's discussion and analysis of consolidated financial condition and consolidated results of operations being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, all interim condensed consolidated financial statements and the accompanying management's discussion and analysis of consolidated financial condition and consolidated results of operations filed prior to such new interim condensed consolidated financial statements and management's discussion and analysis of consolidated financial condition and consolidated results of operations shall be deemed to no longer be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for an annual meeting of shareholders being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, the previous management information circular filed in respect of the prior annual meeting of shareholders shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

References to the Corporation or its subsidiaries' websites in any documents that are incorporated by reference into this Prospectus and any Prospectus Supplement do not incorporate by reference the information on such website into this Prospectus or any Prospectus Supplement, and we disclaim any such incorporation by reference.

MARKETING MATERIALS

Any "template version" of any "marketing materials" (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements) pertaining to a distribution of Securities filed after the date of a Prospectus Supplement and before termination of the distribution of Securities offered pursuant to such Prospectus Supplement will be deemed to be incorporated by reference into the Prospectus Supplement for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

Except where an exemption from such delivery requirements is available, a Prospectus Supplement containing the specific terms of an offering of Securities and other information in relation to the Securities will be delivered to prospective purchasers of such Securities together with this Prospectus and shall be deemed to be incorporated by

CAN_DMS: \1010621042\11

reference into this Prospectus as of the date of such Prospectus Supplement but only for the purposes of the offering of the Securities covered by that Prospectus Supplement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking information"), which are based upon the Corporation's current internal expectations, estimates, projections, assumptions and beliefs and views of future events which are not representative of historical facts or information or current condition, but by their nature, are inherently uncertain and outside of the Corporation's control. Forward-looking information can often be identified by the use of forward-looking terminology such as "aim", "anticipate", "believes", "continue", "estimate", "envision", "expect", "forecast", "forward", "future", "goal", "intend", "likely", "opportunity", "outlook", "potential", "project", "seeks" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "could", "may", "should", "will" or "would" happen, or by discussions of strategy. By identifying such information and statements in this manner, the Corporation is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such information and statements.

Forward-looking information includes estimates, plans, expectations, opinions, forecasts, projections, targets, guidance or other statements that are not statements of fact. Statements containing forward-looking information are made as of the date of this Prospectus and include, but are not limited to, statements with respect to: the Corporation's future business and strategies; management's expectations regarding current and proposed product offerings, proposed timelines regarding any of the Corporation's current or future product offerings, expectations regarding the growth of the Corporation's business or any third-party on which the Corporation relies for business, requirements for additional capital and future financing, future capital expenditures and other expenses for specific operations, and intellectual property protection; industry demand; ability to attract and retain employees, consultants or advisors with specialized skills and knowledge; incurrence of costs; competitive conditions; general economic conditions; and scalability of developed technology. Other assumptions, if any, are set out throughout this Prospectus and the documents incorporated by reference herein. If any of these assumptions prove to be inaccurate, the Corporation's actual results could differ materially from those expressed or implied in statements containing forward-looking information.

Forward-looking information in this Prospectus is based on the Corporation's opinions, estimates and assumptions in light of the Corporation's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Corporation currently believes are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. In particular, the Corporation has made assumptions including: that future revenue, operations and financial metrics of the Corporation will continue to grow in accordance with management's expectations and the execution of its business strategy; that the Corporation is able to obtain future capital as and when required on reasonable commercial terms; that the Corporation is able to execute on its business strategy; that operating expenses, including general and administrative expenses, will continue in accordance with management's expectations; that the Corporation is able to attract and retain skilled personnel in terms of management and administrative personnel; there being no material adverse changes to the access and cost of open software products developed by third parties that are utilized by the Corporation; and with respect to general economic and financial market conditions.

Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that the Corporation considered appropriate and reasonable as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual actions, events, results, performance or achievements to differ materially from what is projected in forward-looking information, including but not limited to discretion regarding use of proceeds; positive return not guaranteed; there is currently no market through which the Debt Securities, Warrants, Subscription Receipts or Units may be sold; the Corporation may issue additional Securities in the future which may dilute the holdings of existing securityholders, including the holders of Securities purchased under this Prospectus; the Debt Securities may be unsecured and would thereby rank equally in right of payment with all of our other future unsecured debt; impact of U.S. Legislative and Regulatory Policies; and the risks described under "Risks Factors" in the 2025 AIF. An investment in securities of the Corporation is speculative, and although the Corporation has attempted to identify important factors that could cause actual actions, events, results, performance or achievements to differ materially from those described in forward-looking information, there may be other factors not presently known to the Corporation or that the Corporation presently believes are not material that may cause actions, events, results, performance or achievements to differ from those anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize or should assumptions underlying the forward-

CAN_DMS: \1010621042\11

looking information prove incorrect, actual actions, events, results, performance, or achievements may vary materially from those expressed and implied by such statements contained in this Prospectus. The purpose of forward-looking information is to provide the reader with a description of the expectations of the Corporation's senior management team, and such statements may not be appropriate for any other purpose. Accordingly, investors should not place undue reliance on forward-looking information contained in this Prospectus. Although the Corporation believes that the expectations reflected in statements containing forward-looking information are reasonable, it can give no assurance that such expectations will prove to be correct. The forward-looking information and forward-looking statements contained in this Prospectus are made as of the date of this Prospectus. All subsequent written and oral forward-looking information and statements attributable to the Corporation or persons acting on its behalf is expressly qualified in its entirety by this notice. The Corporation disclaims any obligation to update any forward-looking information, whether as a result of new information or future events or results, except to the extent required by applicable securities laws.

To the extent any forward-looking information in this Prospectus constitutes "future-oriented financial information" or "financial outlooks" within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate market penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking statements generally are, without limitation, based on the assumptions and subject to the risks set out above. Such information is presented for illustrative purposes only and may not be an indication of the Corporation's actual financial position or results of operations.

All of the forward-looking information, future-oriented financial information and financial outlooks contained in this Prospectus, in the documents incorporated by reference herein and in any Prospectus Supplement is expressly qualified by the foregoing cautionary statements.

NON-IFRS MEASURES

The financial statements of the Corporation that are incorporated by reference in this Prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). Certain information presented in this Prospectus, including certain documents incorporated by reference herein, may include non-IFRS measures that are used by us as indicators of financial performance. These financial measures do not have standardized meanings prescribed under IFRS and our computation may differ from similarly-named computations as reported by other entities and, accordingly, may not be comparable. These financial measures should not be considered as an alternative to, or more meaningful than, measures of financial performance as determined in accordance with IFRS as an indicator of performance. We believe these measures may be useful supplemental information to assist investors in assessing our operational performance and our ability to generate cash through operations. The non-IFRS measures also provide investors with insight into our decision making as we use these non-IFRS measures to make financial, strategic and operating decisions.

Because non-IFRS measures do not have a standardized meaning and may differ from similarly-named computations as reported by other entities, securities regulations require that non-IFRS measures be clearly defined and qualified, reconciled with their nearest IFRS measure and given no more prominence than the closest IFRS measure. If non-IFRS measures are included in documents incorporated by reference herein, information regarding these non-IFRS measures are presented in the sections dealing with these financial measures in such documents.

Non-IFRS measures are not audited. These non-IFRS measures have important limitations as analytical tools and investors are cautioned not to consider them in isolation or place undue reliance on ratios or percentages calculated using these non-IFRS measures.

TRADEMARKS AND TRADE NAMES

This Prospectus and the documents incorporated by reference herein include certain trademarks and trade names which are protected under applicable intellectual property laws and are our property. Solely for convenience, our trademarks and trade names referred to in this Prospectus and in the documents incorporated by reference herein may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names. All other trademarks used in this Prospectus or the documents incorporated by reference herein are the property of their respective owners.

CAN_DMS: \1010621042\11

TRUBAR INC.

The Corporation is an international brand accelerator in the global protein-based nutrition category, delivering premium protein products made with clean ingredients, exceptional taste, and a commitment to sustainable health and wellness. Focused on innovation and customer empowerment, the Corporation aims to redefine modern nutrition while expanding its reach in this dynamic market. The Corporation operates in one reportable segment; namely, the sale of consumer health and wellness products with sales principally generated from the United States.

The Corporation generates revenue through product sales in three distinct areas: (a) plant-based TRUBAR protein bars for health-conscious consumers under its Tru Brands Inc. subsidiary; and (b) high quality skin care products to consumers through its No BS brand. The Corporation has entered into a letter of intent regarding the disposition of the NO B.S. brand; please refer to the disclosure under the heading "Current Developments - Name Change and Sale of NO B.S".

As the Corporation acquires other brands into its portfolio, it plans to focus on integrating the operations of the acquired companies with a goal to reduce operating costs and market its product offerings through multiple physical retail and e-commerce channels.

The registered office of the Corporation is 510 West Georgia Street, Suite 1800, Vancouver, British Columbia, V6B 0M3. The head office is located at 95 Wellington Street West, Suite 1400, Toronto, Ontario, M5J 2N7. The Corporation's phone number is (416) 581-8850.

Further details concerning the Corporation, including information with respect to the Corporation's assets, operations and history, are provided in the documents incorporated by reference into this Prospectus, including the 2025 Circular and the 2025 AIF. Readers are encouraged to thoroughly review these documents as they contain important information about the Corporation.

RECENT DEVELOPMENTS

TRUBAR Distribution Expansion

On October 17, 2024, the Corporation announced further distribution expansion of TRUBAR in the convenience channel with the addition of more than 25 regional store brands operating under GPM Investments, LLC, one of the largest convenience store chains in the U.S. TRUBAR is available across more than 1,400 GPM locations in more than 33 states in a wide range of well-known regional convenience chains including Fas Mart, E-Z Mart, Roadrunner Markets, Village Pantry and Jiffi Shop. With the addition of GPM stores and new distribution to other retail locations currently underway, TRUBAR™ is currently distributed in more than 15,000 distribution points across North America.

On October 28, 2024, the Corporation announced the further expansion in the convenience channel with the addition of Love's Travel Stops, the largest network of travel stops and convenience stores across the United States. TRUBAR will be distributed across 555 to 560 Love's Travel Stop locations in 42 states.

On November 11, 2024, the Corporation announced the further expansion of TRUBAR in the grocery channel with the addition of more than 500 locations of Albertsons Companies, the second largest supermarket chain in North America. TRUBAR is currently distributed to and available under the banners of Albertsons, Safeway, Shaw's, Star Market, Jewel-Osco, Carrs, and Market Street.

On February 6, 2025, the Corporation that it launched TRUBAR in GoMart, a chain of regional convenience stores with a presence in West Virginia along with locations in Ohio and Virginia.

On February 24, 2025, the Corporation announced the launch of TRUBAR™ in Costco Canada's West Region. Additionally, the Corporation expanded TRUBAR's retail footprint in Canada with two additional partners: Nature's Emporium, an Ontario-based health food market with six locations, and Freson Bros., an Alberta-based grocery chain with 16 locations.

On April 14, 2025, the Corporation announced the rollout of TRUBAR in select Target stores across the United States, marking further progress in expanding the brand's North American distribution footprint with key retailers.

On April 28, 2025, the Corporation announced the launch of TRUBAR in Costco Warehouse Club locations across Mexico, representing the second international market launch for the brand following its recent introduction in Costco Canada.

BMO Credit Facility

On December 2, 2024, the Corporation closed a USD $10 million credit facility with the BMO Corporate Finance Division for TRU Brands Inc. The credit facility replaced an existing credit facility with a different tier one Canadian bank. The credit facility allows the Corporation to support the expansion of TRUBAR and also allows Tru Brands Inc. to leverage both its accounts receivable and inventory to borrow against. The facility is repayable on demand and bears an interest rate of the prime rate of the bank plus 3.5% or the US base rate plus 3.5% per annum. The new facility is supported by the Export Development Canada ("EDC") Trade Expansion Lending Program ("TELP") guarantee. Under the terms of the credit facility, up to USD $10 million will be made available to TRU Brands Inc. and its Canadian subsidiary, Tru Brands Snack Company Inc., in the form of a margin facility based on Tru Brands Inc.'s accounts receivable and inventory. The credit facility interest rate includes all fees payable to EDC in respect of the TELP guarantee, which was 1.75% at the time of closing.

As of the date of the Prospectus, the Corporation has drawn $4,793,467.03 from the BMO credit facility.

Senior Leadership Changes

On December 17, 2024, the Corporation appointed Claire Ughetto as Senior Vice President of Operations and Laura Freimane as Chief Financial Officer, effective January 1, 2025. Laura Freimane succeeded the departing Chief Financial Officer of the Corporation, Brian Meadows.

On May 21, 2025, Paul Norman resigned as a director of the Corporation and did not stand for re-election at the Corporation's annual general and special meeting held on May 21, 2025. On May 21, 2025, Erica Groussman was appointed as the Chief Executive Officer and President of the Corporation, and Kingsley Ward as the Executive Chairman of the Corporation.

National Promotion Program

On January 14, 2025, the Corporation announced the inclusion of TRUBAR in a large national US warehouse club retailer's multi-vendor-mailer promotion. This promotion reaches millions of the club's members across the United States and is the third year in a row TRUBAR has been selected to participate.

Sam's Club TRUBAR Launch

On January 15, 2025, the Corporation announced the rollout of TRUBAR in select Sam's Club warehouse stores across the United States.

Exit from Cannabidiol Related Businesses

In December 2024, the Corporation completed the sale of the assets of Redemption Group LLC, and its related subsidiaries, and, as a result, has completed its exit of the Corporation's cannabidiol (CBD) business.

Name Change, and Sale of NO B.S.

In April 2025, the Corporation announced an intention to change its corporate name to TRUBAR Inc., subject to TSX Venture Exchange approval, marking a strategic shift to become a pure-play business focused entirely on the growth and expansion of its flagship brand, TRUBAR™. In line with this transition, the Corporation has signed a binding Letter of Intent ("LOI") for the sale of its portion of the No B.S. brand, with the transaction expected to close before the end of the third quarter in 2025. The NO B.S. product line remains in active operation and the Corporation expects it to continue to generate revenue until the closing of the proposed disposition of NO B.S. On May 21, 2025, the Corporation completed the name change from "Simply Better Brands Corp." to "TRUBAR Inc.".

Promissory Note

The Corporation secured a credit facility in the amount of US$10.0 million from Vimy Ridge Group Investments ("VRG"), a company controlled by Kingsley Ward, the Executive Chairman of the Corporation. The Corporation issued a

CAN_DMS: \1010621042\11

promissory note to VRG in respect of this facility which provides that amounts may be drawn in US$100,000 increments. All amounts drawn under the note will bear interest at a rate of prime + 5%. The principal amount drawn under the note, plus all accrued and unpaid interest, will be payable upon demand. As consideration for the loan, the Corporation paid to Vimy Ridge Group Investments an origination fee equal to 1% of the principal amount available under the note.

DESCRIPTION OF THE BUSINESS

Intercorporate Relationships

As of the date of this Prospectus, the Corporation has the following direct and indirect subsidiaries:

Subsidiary	Jurisdiction of Incorporation	Ownership Percentage	Direct or Indirect Ownership
TRU Brands Inc.	Delaware	100%	Direct
TRU Brands Snack Company Inc.	British Columbia	100%	Indirect
NO B.S. Life, LLC	Delaware	65%^{(1)}	Direct
AF1 Merger Subco LLC	Delaware	100%	Direct
BRN Acquisition Corp.	Ontario	100%	Direct
BRN Brands Group Inc.	British Columbia	100%	Indirect
Redemption Group LLC^{(3)}	Delaware	100%	Indirect

Notes:

(1) 65% of NO B.S. Life, LLC is owned directly within the Corporation, 35% is held within PureKana LLC ("PureKana").
(2) PureKana is no longer considered a subsidiary of the Corporation has the Corporation no longer has control over PureKana. See "Bankruptcy and Similar Proceedings" below.
(3) As set out in Note 3 of the Annual FS, the Corporation sold all of the assets of Redemption Group LLC. The Corporation sold assets of Redemption Group on December 31, 2024 to a close family member of the Corporation's CEO, for proceeds of $200,000, which will be paid in three installments as follows: (a) $100,000 to be paid on December 31, 2024 (paid subsequent to December 31, 2024); (b) $50,000 to be paid on December 31, 2025; and (c) $50,000 to be paid on December 31, 2026.

CAN_DMS: \1010621042\11

Summary

The Corporation was incorporated pursuant to the provisions of the BCBCA on March 19, 2018 as "AF1 Capital Corp." On December 8, 2020 the Corporation changed its name to "PureK Holdings Corp." and to "Simply Better Brands Corp." on May 3, 2021. On May 21, 2025, the Corporation changed its name from "Simply Better Brands Corp." to "TRUBAR Inc.".

The Common Shares are listed for trading on the TSXV under the symbol "SBBC" and prior to May 3, 2021 were listed under the symbol "PKAN".

The Corporation's head office is located at 95 Wellington Street West, Suite 1400, Toronto, Ontario, M5J 2N7, and its registered office is located at 510 West Georgia Street, Suite 1800, Vancouver, BC V6B 0M3.

The Corporation offers a selection of plant-based TRUBAR protein bars for health-conscious consumers under its Tru Brands subsidiary. The TRUBAR line of nutritious, dairy-free, soy-free, non-GMO, gluten-free bars are sold across North America by a growing list of major retailers in the club, convenience and grocery channels including Costco, BJ's Wholesale and Whole Foods as well as Loblaws, Sobey's, Metro and Shoppers Drug Mart in Canada. TRUBAR products are also offered through Amazon and other online sites. TRUBAR has a growing presence in the plant-based, clean ingredient protein bar category, part of the USD $6.29 billion North America Protein Bar market¹. Growth of the brand is being driven through disciplined execution of a strategy focused on distribution expansion, marketing acceleration and innovation. In 2023 and throughout 2024, the Corporation continued to grow its North American distribution footprint launching TRUBAR to a growing list of major retailers in the convenience, grocery, ecommerce, and club channels. Marketing acceleration efforts included targeted promotion programs for retailers, multi-channel affiliate programs and building TRUBAR's presence on social media. Innovation efforts are focused on the development and introduction of new flavors and pack sizes.

In addition, the Corporation offers high quality skin care products to consumers through its No B.S. brand. No B.S. was founded to provide consumers a clean and environmentally friendly alternative to the excesses of the beauty industry. No B.S. Skincare's products are made with potent, plant-based, and scientifically proven ingredients and – unlike other skincare solutions – without potentially harmful chemicals like parabens, sulfates, or phthalates, and no synthetic fragrances. All No B.S. products are made responsibly in America and are never tested on animals.

The Corporation has followed an operating model that, management believes, efficiently generates sales while maintaining tight control over its expenses. The Corporation has focused on developing key strategic relationships with its vendors to produce its products. The Corporation has strategic partners in fulfillment, marketing, and customer service that enable the Corporation to scale its business without significant need for capital investment. Through its agile partnership model, the Corporation has quickly developed its revenues since its inception while maintaining below benchmark fixed costs. The Corporation assesses its fixed costs against the Selling, General and Administrative expenses benchmark set out in a report by McKinsey & Company.²

As the Corporation acquires other brands into its portfolio, it will focus on integrating the operations of the acquired companies with a goal to reduce operating costs and market its product offerings through multiple physical retail and e-commerce channels.

Productions and Services

The Corporation works with contract manufacturers to produce its products. The Corporation owns its trademarks and formulations in its protein bar and skincare segments. For the production of TRUBAR™ the Corporation uses a vast network of suppliers from North and South America as well as Asia to supply all ingredients. This helps with managing

CAN_DMS: \1010621042\11

¹ https://www.researchandmarkets.com/report/north-america-protein-bar-market
² https://www.mckinsey.com/industries/consumer-packaged-goods/our-insights/rescuing-the-decade-a-dual-agenda-for-the-consumer-goods-industry

product costs and redundancies throughout the supply chain. This allows the Corporation to not be dependent on a single supplier or co-manufacturers for production.

Specialized Skills and Knowledge

The specialized skill and knowledge required to support the Corporation's businesses includes sales, marketing, finance and operations. Most of these skills reside within the Corporation, however, the Corporation does augment its sales resources through the use of brokers and its work with contract manufacturers to produce its products.

Competitive Conditions

The global plant-based protein bar market in which TRUBAR competes is experiencing strong growth driven by changing lifestyles, surging demand for plant-based protein products and rising health consciousness among consumers. North America has a commanding share of the global market with a share of 48.43% in 2024.³ By distribution channel, the market is segmented into the club, convenience, grocery, specialty and ecommerce channels with major club brands (Costco, Walmart, Sam's Club) driving significant volume growth via promotions, bulk discounts and multi-pack offerings. E-commerce channels led by Amazon represent a growing share of the market in the bar category offering consumers convenience and choice. The growth of the protein bar market is also being driven by innovation as manufacturers invest in expanding their product portfolios with the introduction of new bar flavors and pack sizes and product brand extensions into adjacent categories.

Important factors affecting the Corporation's ability to compete successfully include its unique and proprietary plant-based formulations, its original flavor profile vs other leading protein bar manufactures and its healthy ingredient list. For example, TRUBAR™ is one of the first mass market protein bars with a Seed Oil Free certification. The Corporation competes with all protein bar producers and with products of much larger competitors, including the products of numerous nationally recognized producers. The Corporation also competes with companies that are smaller in operations. The Corporation's products also compete with private label brands such as those carried by supermarket chains, convenience store chains, and mass merchants. New competitors continue to emerge, some of which target specific markets as well as the health and wellness space. This may require additional marketing expenditures on behalf of the Corporation to remain competitive.

Components

For our protein bars, we source our packaging and food ingredients primarily in North America. We strive to have dual sourced materials to ensure redundancy in our supply chain. The Corporation uses a proprietary mix of suppliers to source its components. We use contract manufacturers to produce our TRUBAR finished goods located in the United States. Over the years the Corporation has developed a vast network of suppliers from North and South America as well as Asia to build in redundancies and cost savings throughout supply chain. For our skincare business we manufacture our finished goods in the United States and Asia.

Intangible Properties

The core trademarks that the Corporation has include TRUBAR™, and No BS™. Trademarks are critical to the Corporation's businesses. Trademarks are filed in the core markets that the Corporation operates in. The Corporation also files these trademarks for use in foreign countries that it plans to operate within.

Cycles

The Corporation's business is not cyclical and, accordingly, does not typically see seasonal sales trend. The Corporation produces and sells TRUBAR products through the entire year.

Economic Dependence

The Corporation has one customer that it is dependent on for more than 75% of its annual revenues. Any material reduction in sales to this customer could materially impact the revenues of the Corporation. However, as the Corporation continues to grow an onboard new distribution partners, i.e. Amazon, Walmart, Whole Foods, its dependence on its one key customer is expected to be reduced.

CAN_DMS: \1010621042\11

The Corporation notes that the reason for which its dependence on one customer increased from December 31, 2023 to December 31, 2024 is due primarily to the fact that the revenues for the most recently completed financial year exclude revenues from PureKana, which had a more diversified customer base. As described in this Prospectus, PureKana is undergoing the Chapter 7 Proceeding and, accordingly, has been deconsolidated from the Corporation's financials in accordance with IFRS guidance.

Employees

As of December 31, 2024, the Corporation had 18 full time employees. As at the date of this Prospectus, the Corporation has 21 full time employees and 11 independent contractors who provide services to the Corporation. The Corporation's employees are located in three main cities, including Vancouver, Toronto and Miami.

Foreign Operations

The majority of the Corporation's revenues are generated in the United States. Any downturn in the economy of the United States could negatively impact the revenues of the Corporation. In addition, the recent elections in the United States may result in legislative and regulatory changes that could have an adverse effect on the Corporation and its financial condition. In particular, there is uncertainty regarding U.S. tariffs and support for existing treaty and trade relationships, including with Canada.

Bankruptcy and Similar Procedures

On April 2, 2024, operations of PureKana LLC, were suspended.

On April 3, 2024, PureKana commenced bankruptcy proceedings (the "Chapter 7 Proceeding") by filing a voluntary petition for relief under the provisions of Chapter 7 of Title 11 of the United States Code, 11 U.S.C. §101 et seq. The Chapter 7 Proceeding was filed in the United States Bankruptcy Court for the District of New Jersey, Case No. 24-13462 MBK. The decision to commence the Chapter 7 Proceeding followed a comprehensive review by a special committee of the board of directors of the Corporation (the "Board") and the entire Board regarding the Corporation's investment in PureKana.

With the appointment of the Chapter 7 trustee and concurrent with the bankruptcy filing, on April 3, 2024, all directors resigned as members of the board of directors of PureKana. Under the United States Bankruptcy Code, the trustee has control over all significant assets and decisions of PureKana and is mandated with the distribution of PureKana's assets. As a result, there is no realistic possibility that the Corporation will regain control of PureKana. The trustee has auctioned off certain inventory and has marketed the intellectual property of PureKana and offers were due on March 17, 2025. The bankruptcy trustee did not receive offers for PureKana and the Chapter 7 Proceeding remains ongoing with the trustee.

Reorganizations

The Corporation undertook a restructuring of operations during the first quarter of 2024 to eliminate businesses that were not strategic to its business or unprofitable, including those focused on CBD and Hemp related products. Throughout 2024, the Corporation engaged in a number of activities to exit the CBD and Hemp business in order to shift its strategic focus and streamline its product portfolio with a renewed focus on TRUBAR in North America and international markets. Part of this process involved the cessation of the PureKana business and the Chapter 7 Proceeding, as further described above.

The Corporation had previously closed its Pure Kana UK Ltd. subsidiary on November 4, 2023 as it was determined the UK market was not an important market for its PureKana CBD brand.

The Corporation closed its Crisp Management Group LLC subsidiary on February 7, 2024 due to its non-strategic significance. Crisp Management Group LLC was set-up to pursue distribution of its CBD products at live music events. This business was acquired on September 17, 2021. Crisp Management Group LLC was established to focus on the sale and distribution of CBD and Hemp products through Breakaway Music Festivals in North America as well as through E-commerce.

The Corporation closed Hervé Edibles Limited on July 26, 2024 due to its non-strategic significance, low sales and operating losses.

CAN_DMS: \1010621042\11

Finally, in December 2024, the Corporation completed the sale of the assets of Redemption Group LLC, and its related subsidiaries, and, as a result, has completed its exit of the Corporation's cannabidiol (CBD) business.

Social or Environmental Policies

The Corporation is committed to maintaining high standards of integrity, professional conduct and environmentally responsible business practices. The Corporation prioritizes minimizing environmental impacts through careful planning, compliance with regulatory standards, and the adoption of best practices in environmental management. In addition to environmental stewardship, the Corporation is dedicated to fostering positive social outcomes in the jurisdictions where it operates. The Corporation seeks to build trust and transparency with its various stakeholders by upholding ethical business practices among its employees and contributing to the social and economic well-being of the communities associated with its operations.

USE OF PROCEEDS

Unless otherwise indicated in a Prospectus Supplement relating to a particular offering of Securities, the Corporation intends to use the net proceeds to the Corporation from the sale of Securities for general working capital purposes, and for one or more other purposes including, undertaking business or asset acquisitions, and financing future growth opportunities. At present, the Corporation is not pursuing any specific proposed acquisition and does not have any near-term plans to use the net proceeds from the sale of Securities to complete any specific acquisitions or to repay any existing or future indebtedness. The Selling Securityholders will not, directly or indirectly, receive any proceeds from any offering of Securities by the Corporation under this Prospectus. The Corporation will not, directly or indirectly, receive any proceeds from any offering of Securities by any Selling Securityholder under this Prospectus.

More detailed information regarding the use of proceeds, and the amount of net proceeds to be used for any such purposes will be set forth in any applicable Prospectus Supplement.

There may be circumstances where, based on results obtained or for other sound business reasons, a reallocation of funds may be necessary or prudent. Accordingly, management of the Corporation will have broad discretion in the application of the net proceeds of an offering of Securities. The actual amount that the Corporation spends in connection with each intended use of proceeds may vary significantly from the amounts specified in the applicable Prospectus Supplement and will depend on a number of factors, including those referred to under "Risk Factors" in this Prospectus and in the documents incorporated by reference herein and any other factors set forth in the applicable Prospectus Supplement. The Corporation may, from time to time, issue securities (including debt securities) other than pursuant to this Prospectus, in accordance with applicable securities laws.

As of December 31, 2024, the Corporation's working capital was approximately, US$4,091,097, excluding warrant liabilities. As of March 31, 2025, the Corporation's working capital was approximately US$5,342,525, excluding warrant liabilities. The Corporation excludes warrant liabilities from its working capital calculations because it is a non-cash obligation and does not accurately reflect the Corporation's short term cash availability. The following table provides a reconciliation of the working capital:

	As at December 31, 2024	As at March 31, 2025
Assets	$21,792,272	$16,512,762
Liabilities	$24,100,686	$13,113,658
Working capital	$(2,308,414)	$3,399,104
plus warrant liabilities	$6,399,511	$1,943,421
Adjusted working capital	$4,091,097	$5,342,525

While the Corporation experienced a decrease in accounts receivable in the first quarter of 2025, this decrease was offset by a significant increase in inventory, reduction of accounts payable and bank loan.

Reconciliation of Use of Proceeds from Financing Activities

On May 9, 2024, the Corporation closed a private placement of 11,428,568 units at a price of CAD$0.35 per unit for aggregate gross proceeds of $4,000,000 (the "2024 Unit Private Placement"). Each unit consisted of one Common Share and one-half of one Common Share purchase warrant. As disclosed in Part 3 – Use of Available Funds of the

CAN_DMS: \1010621042\11

amended offering document under the listed issuer financing exemption of the Corporation dated April 29, 2024 (the "LIFE Offering Document"), the Corporation anticipated total available funds of $7,985,000 upon closing of the 2024 Unit Private Placement, including from sources other than the 2024 Unit Private Placement.

The following table sets out a comparison of the Corporation's funds available and expected use of proceeds from the 2024 Unit Private Placement and its actual use of proceeds, as well as an explanation of variances:

	Estimated Funds Available	Actual Funds Available	Intended use of proceeds	Actual use of proceeds	Variance	Explanation of Variance
Amount raised in the 2024 Unit Private Placement	$4,000,000(1)	$4,000,000	-	-	-	-
Selling commissions and fees	$140,000(1)	$51,550	-	-	$(88,450)	Actual cost of commissions and fees were less than estimated.
Estimated costs of the 2024 Unit Private Placement (e.g., legal, accounting, audit)	$75,000(1)	$163,450	-	-	$88,450	-
Net proceeds from 2024 Unit Private Placement:	$3,785,000(1)	$3,785,000	-	-	Nil.	-
Estimated working capital as at March 31, 2024	$1,200,000(1)	$1,200,000	-	-	-	-
Additional sources of funding	$3,000,000(1)	$3,000,000	-	-	-	-
Total funds available	$7,985,000	$7,985,000	-		Nil.
Expansion of TRUBAR business	-	-	$1,200,000	$1,500,000	$300,000	Increased store count, listing fees, and broker commissions.
Expansion of No BS Skincare business	-	-	$100,000	$25,000	$(75,000)	Focused working capital needs on TRUBAR.
General corporate purposes and working capital(1)	-	-	$6,685,000	$6,460,000	$(225,000)	Expansion of management team, investor relations, and general admin expenses.
Use of available funds	-	-	$7,985,000	$7,985,000	Nil.

Note:
(1) As set out in the LIFE Offering Document.

PLAN OF DISTRIBUTION

The Corporation and any Selling Securityholder may sell the Securities, separately or together: (a) to or through underwriters purchasing as principal; (b) directly to one or more purchasers in accordance with applicable Canadian securities laws; (c) through agents; or (d) through a combination of any of these methods of sale.

CAN_DMS: \1010621042\11

The distribution of the Securities of any series may be effected from time to time in one or more transactions at a fixed price or prices or at non-fixed prices during the 25-month period that this Prospectus remains valid. If offered on a non-fixed price basis the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be increased or decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter, dealer or agent to the Corporation or the Selling Securityholder. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

Underwriters, dealers or agents may make sales of Securities in privately negotiated transactions and/or any other method permitted by law, and subject to limitations imposed by and the terms of any regulatory approvals required and obtained under applicable Canadian securities laws, which includes sales made directly on an existing trading market for the Common Shares, or sales made to or through a market maker other than on an exchange.

In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation from the Corporation or the Selling Securityholders, or from other parties, including in the form of underwriters', dealers or agents' fees, commissions or concessions. Underwriters, dealers and agents that participate in the distribution of the Securities may be deemed to be underwriters for the purposes of applicable Canadian securities laws and any such compensation received by them from the Corporation or the Selling Securityholders and any profit on the resale of the Securities by them may be deemed to be underwriting commissions.

In connection with any offering of Securities, other than an "at-the-market distribution" (as defined in NI 44-102) of Common Shares, the underwriters, dealers or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

Under agreements which may be entered into by the Corporation, underwriters, dealers and agents who participate in the distribution of the Securities may be entitled to indemnification by the Corporation against certain liabilities, including liabilities under the securities legislation of each of the provinces of Canada.

The Securities may also be sold directly by the Corporation or any Selling Securityholder in accordance with applicable securities laws at prices and upon terms agreed to by the purchaser and the Corporation or the Selling Securityholder, as applicable, or through agents designated by the Corporation or the Selling Securityholder, as applicable, from time to time. Any agent involved in the offering and sale of Securities pursuant to a particular Prospectus Supplement will be named, and any commissions payable by the Corporation or the Selling Securityholder, as applicable, to that agent will be set forth, in such Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any agent would be acting on a best-efforts basis for the period of its appointment.

The Prospectus Supplement relating to each offering of Securities will set forth the terms of the offering of the Securities, including to the extent applicable, the initial offering price, the proceeds to the Corporation or the applicable Selling Securityholder, the underwriters', dealers' or agents' compensation or other discount or selling concession to be allowed or re-allowed to underwriters, dealers and agents. Any Selling Securityholder, underwriters, dealers or agents with respect to a particular offering of Securities will be named in the Prospectus Supplement relating to such offering.

Each series of the Securities (other than Common Shares) will be a new issue of Securities with no established trading market. Unless otherwise specified in a Prospectus Supplement relating to a series of Securities, the Securities (other than Common Shares) will not be listed on any securities exchange. Certain broker dealers may make a market in the Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any broker dealer will make a market in the Securities of any series or as to the liquidity of the trading market, if any, for the Securities of any series. Consequently, unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Debt Securities, Warrants, Units or Subscription Receipts may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus. This may affect the pricing of the Debt Securities, Warrants, Units or Subscription Receipts in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation.

CAN_DMS: \1010621042\11

Unless otherwise specified in the applicable Prospectus Supplement, this Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities in the United States. Unless otherwise specified in the applicable Prospectus Supplement, the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, unless the Securities are registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. Each underwriter, dealer and agent who participates in the distribution will agree not to sell or offer to sell or to solicit any offer to buy any Securities within the United States or to, or for the account or benefit of, a U.S. person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws.

Without limiting the generality of the foregoing, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or a subsidiary of the Corporation. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

SELLING SECURITYHOLDERS

This Prospectus may also, from time to time, relate to the offering of Securities by way of a secondary offering by certain Selling Securityholders. The terms under which the Securities may be offered by Selling Securityholders will be described in the applicable Prospectus Supplement. The Prospectus Supplement for or including any offering of Securities by Selling Securityholders will include, without limitation, where applicable:

the names of the Selling Securityholders;
the number and type of Securities owned, controlled or directed by each of the Selling Securityholders;
the number of Securities being distributed for the account of each Selling Securityholder;
the number of Securities to be owned, controlled or directed by the Selling Securityholders after the distribution and the percentage that number or amount represents out of the total number of outstanding Securities of the relevant class;
whether the Securities are owned by the Selling Securityholders, both of record and beneficially, of record only or beneficially only;
if the Selling Securityholder purchased any of the Securities held by it in the 24 months preceding the date of the Prospectus Supplement, the date or dates on which the Selling Securityholders acquired the Securities;
if the Selling Securityholder acquired the Securities held by it in the 12 months preceding the date of the Prospectus Supplement, the cost thereof to the Selling Securityholder in the aggregate and on a per security basis;
if the Selling Securityholder is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, the name and address of the person or company that the Selling Securityholder has appointed as agent for service or process, and, in such case, the Selling Securityholder will file a non-issuer's submission to jurisdiction form with the applicable Prospectus Supplement; and
all other information that is required to be included in the applicable Prospectus Supplement.

This Prospectus does not qualify an "at-the-market distribution".

CONSOLIDATED CAPITALIZATION

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the share and loan capitalization of the Corporation that will result from the issuance of Securities pursuant to such Prospectus Supplement. Other than as set out in the table below, and as more fully described under the "Prior Sales" section of this Prospectus, there have been no material changes in the Corporation's share and loan capitalization on a consolidated basis since the date of the Corporation's most recent financial statements.

Designation of Security	Authorized Amount	Outstanding as at December 31, 2024	Outstanding as at the date of this Prospectus
Common Shares	unlimited	97,750,165	107,501,921
Preferred Shares	unlimited	Nil	Nil
Series 1 Preferred Shares	unlimited	Nil	Nil

CAN_DMS: \1010621042\11

Designation of Security

Designation of Security	Authorized Amount	Outstanding as at December 31, 2024	Outstanding as at the date of this Prospectus
Options	10% of issued and outstanding Common Shares^{(1)}	5,512,500	5,347,500
Restricted share units	10% of issued and outstanding Common Shares^{(1)}	2,685,408	3,881,907
Deferred share units	10% of issued and outstanding Common Shares^{(1)}	Nil	Nil
Warrants	N/A	15,025,082	5,743,974

(1) The omnibus long-term equity incentive plan of the Corporation dated March 28, 2023 (the “Omnibus Plan”) limits the maximum number of Common Shares available for issuance pursuant to awards granted under the Omnibus Plan at 10% of the issued and outstanding Common Shares from time to time on a non-diluted basis.

PRIOR SALES

The Corporation has not issued any Common Shares or any securities convertible or exchangeable into Common Shares within the twelve (12) month period prior to the date of this Prospectus other than as set-out below:

Date of Issuance	Type of Security Issued	Number of Securities Issued	Issue Price or Exercise per Security ($)	Description of Issuance
April 25, 2024	Common Shares	89,966	$0.35 issue price	Issued pursuant to an earnout agreement
May 9, 2024	Common Shares	11,428,568	$0.35 issue price	Issued in connection with the 2024 Unit Private Placement
May 9, 2024	Options	3,560,000	$0.40 exercise price	Grant of incentive stock options
May 9, 2024	Restricted share units	2,000,000	--	Grant of incentive Restricted Stock Units (“RSUs”)
May 9, 2024	Warrants	147,000	$0.35 exercise price	Finder’s warrants
May 9, 2024	Warrants	5,714,281	$0.45 exercise price	Issued in connection with the 2024 Unit Private Placement
May 13, 2024	Common Shares	771,667	--	Vested RSUs
May 21, 2024	Warrants	122,550	$0.51 exercise price	Grant of Warrants to a consultant of the Corporation
May 27, 2024	Common Shares	500,000	$0.39 issue price	Issued in connection with the conversion of convertible notes
June 3, 2024	Common Shares	83,080	$0.64 issue price	Issued pursuant to an earnout agreement
June 13, 2024	Common Shares	100,000	$0.45 issue price	Exercise of Warrants

Date of Issuance	Type of Security Issued	Number of Securities Issued	Issue Price or Exercise per Security ($)	Description of Issuance
June 13, 2024	Options	200,000	$0.40 exercise price	Grant of incentive stock options
June 21, 2024	Common Shares	1,797,600	$0.25 issue price	Exercise of Warrants
June 21, 2024	Warrants	898,800	$0.35 exercise price	Exercise of Warrants
June 27, 2024	Common Shares	200,000	$0.27 issue price	Exercise of stock options
June 28, 2024	Common Shares	167,549	$0.45 issue price	Exercise of Warrants
July 3, 2024	Common Shares	1,665	$0.39 issue price	Exercise of stock options
July 3, 2024	Common Shares	400,000	$0.45 issue price	Exercise of Warrants
July 4, 2024	Common Shares	1,089,744	$0.39 issue price	Issued in connection with the conversion of convertible notes
July 4, 2024	Common Shares	50,000	$0.45 issue price	Exercise of Warrants
July 5, 2024	Common Shares	300,000	$0.45 issue price	Exercise of Warrants
July 5, 2024	Common Shares	250,000	$0.59 issue price	Exercise of Warrants
July 5, 2024	Warrants	544,872	$0.59 exercise price	Issued in connection with the conversion of convertible notes
July 9, 2024	Common Shares	589,744	$0.39 issue price	Issued in connection with the conversion of convertible notes
July 9, 2024	Warrants	294,872	$0.59 exercise price	Issued in connection with the conversion of convertible notes
July 16, 2024	Common Shares	200,000	$0.45 issue price	Exercise of Warrants
July 18, 2024	Common Shares	70,000	$0.45 issue price	Exercise of Warrants
July 23, 2024	Common Shares	331,791	--	Vested RSUs
August 2, 2024	Common Shares	200,000	$0.45 issue price	Exercise of Warrants
August 2, 2024	Common Shares	500,000	$0.55 issue price	Exercise of Warrants
August 10, 2024	Common Shares	544,872	$0.59 issue price	Exercise of Warrants
August 13, 2024	Common Shares	35,742	$0.62 issue price	Issued pursuant to an earnout agreement

CAN_DMS: \1010621042\11

CAN_DMS: \1010621042\11
| Date of Issuance | Type of Security Issued | Number of Securities Issued | Issue Price or Exercise per Security ($) | Description of Issuance |
| --- | --- | --- | --- | --- |
| August 20, 2024 | Common Shares | 1,000,000 | $0.45 issue price | Exercise of Warrants |
| September 20, 2024 | Common Shares | 100,000 | $0.27 issue price | Exercise of stock options |
| October 9, 2024 | Restricted share units | 44,540 | -- | Grant of incentive RSUs |
| October 24, 2024 | Options | 290,000 | $0.62 exercise price | Grant of incentive stock options |
| October 29, 2024 | Restricted share units | 82,476 | -- | Grant of incentive RSUs |
| November 14, 2024 | Common Shares | 317,500 | -- | Vested RSUs |
| November 15, 2024 | Options | 1,000,000 | $0.63 exercise price | Grant of incentive stock options |
| November 20, 2024 | Common Shares | 262,083 | -- | Vested RSUs |
| November 25, 2024 | Common Shares | 10,000 | $0.35 issue price | Exercise of Warrants |
| November 25, 2024 | Common Shares | 400,000 | $0.45 issue price | Exercise of Warrants |
| December 2, 2024 | Common Shares | 200,000 | $0.45 issue price | Exercise of Warrants |
| December 2, 2024 | Common Shares | 26,224 | $1.04 issue price | Issued pursuant to an earnout agreement |
| December 3, 2024 | Common Shares | 10,000 | $0.35 issue price | Exercise of Warrants |
| December 3, 2024 | Common Shares | 200,000 | $0.45 issue price | Exercise of Warrants |
| December 6, 2024 | Common Shares | 650,000 | $0.45 issue price | Exercise of Warrants |
| December 11, 2024 | Common Shares | 300,000 | $0.45 issue price | Exercise of Warrants |
| December 16, 2024 | Common Shares | 750,000 | $0.45 issue price | Exercise of Warrants |
| December 17, 2024 | Common Shares | 50,000 | $0.45 issue price | Exercise of Warrants |
| December 19, 2024 | Common Shares | 300,000 | $0.45 issue price | Exercise of Warrants |
| December 31, 2024 | Common Shares | 500,000 | $0.45 issue price | Exercise of Warrants |
| January 3, 2025 | Common Shares | 1,512,451 | $0.45 issue price | Exercise of Warrants |
| January 7, 2025 | Common Shares | 20,000 | $0.35 issue price | Exercise of Warrants |

Date of Issuance	Type of Security Issued	Number of Securities Issued	Issue Price or Exercise per Security ($)	Description of Issuance
January 14, 2025	Common Shares	898,800	$0.45 issue price	Exercise of Warrants
January 15, 2025	Common Shares	100,000	$0.45 issue price	Exercise of Warrants
January 17, 2025	Common Shares	38,220	$0.35 issue price	Exercise of Warrants
January 17, 2025	Common Shares	180,000	$0.45 issue price	Exercise of Warrants
January 20, 2025	Common Shares	60,000	$0.45 issue price	Exercise of Warrants
January 20, 2025	Restricted share units	100,000	--	Grant of incentive RSUs
January 21, 2025	Common Shares	600,000	$0.45 issue price	Exercise of Warrants
January 22, 2025	Common Shares	125,000	$0.27 issue price	Exercise of stock options
January 22, 2025	Restricted share units	49,381	--	Grant of incentive RSUs
January 23, 2025	Common Shares	38,220	$0.35 issue price	Exercise of Warrants
January 29, 2025	Common Shares	700,000	$0.45 issue price	Exercise of Warrants
January 30, 2025	Common Shares	1,860,000	$0.45 issue price	Exercise of Warrants
January 30, 2025	Common Shares	23,980	$1.10 issue price	Issued pursuant to an earnout agreement
February 3, 2025	Common Shares	40,000	$0.45 issue price	Exercise of Warrants
February 4, 2025	Common Shares	300,000	$0.45 issue price	Exercise of Warrants
February 5, 2025	Common Shares	28,880	$0.35 issue price	Exercise of Warrants
February 5, 2025	Common Shares	450,000	$0.45 issue price	Exercise of Warrants
February 7, 2025	Common Shares	1,300,000	$0.45 issue price	Exercise of Warrants
February 11, 2025	Common Shares	500,000	$0.45 issue price	Exercise of Warrants
February 12, 2025	Common Shares	1,680	$0.35 issue price	Exercise of Warrants
February 12, 2025	Common Shares	50,000	$0.45 issue price	Exercise of Warrants
February 13, 2025	Common Shares	50,000	$0.45 issue price	Exercise of Warrants

CAN_DMS: \1010621042\11

Date of Issuance	Type of Security Issued	Number of Securities Issued	Issue Price or Exercise per Security ($)	Description of Issuance
February 21, 2025	Common Shares	510,000	$0.45 issue price	Exercise of Warrants
February 24, 2025	Common Shares	42,857	$0.45 issue price	Exercise of Warrants
March 2, 2025	Options	30,000	$0.97 exercise price	Grant of incentive stock options
March 3, 2025	Options	250,000	$0.97 exercise price	Grant of incentive stock options
May 3, 2025	Options	100,000	$0.90 exercise price	Grant of incentive stock options
May 5, 2025	Options	23,334	$0.39 exercise price	Exercise of stock options
May 5, 2025	Options	23,334	$0.27 exercise price	Exercise of stock options
May 12, 2025	Options	25,000	$0.40 exercise price	Exercise of stock options
May 24, 2025	Options	250,000	$0.95 exercise price	Grant of incentive stock options
May 26, 2025	Common Shares	67,500	-	Vested RSUs
June 9, 2025	Common Shares	155,000	-	Vested RSUs
June 12, 2025	Common Shares	10,000	$0.27 exercise price	Exercise of stock options
June 12, 2025	Common Shares	17,500	$0.40 exercise price	Exercise of stock options
June 19, 2025	Restricted share units	68,010,	--	Grant of incentive RSUs
June 25, 2025	Restricted share units	1,500,000	--	Grant of incentive RSUs

TRADING PRICE AND VOLUME

The Common Shares are listed and posted for trading on the TSXV under the symbol "SBBC". Trading price and volume information of the Common Shares will be provided as required in each Prospectus Supplement to this Prospectus.

EARNINGS COVERAGE RATIOS

The applicable Prospectus Supplement will provide, as required, the earnings coverage ratios with respect to the issuance of Securities pursuant to such Prospectus Supplement.

TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences generally applicable to an investor acquiring, holding and disposing any Securities offered thereunder. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

CAN_DMS: \1010621042\11

DESCRIPTION OF SHARE CAPITAL

The Corporation has an authorized share capital consisting of an unlimited number of Common Shares without par value. As at the date hereof, the Corporation has 107,501,921 Common Shares issued and outstanding and 5,347,500 Common Shares issuable upon the exercise of options, 5,743,974 Common Shares issuable upon the exercise of Warrants, and 3,881,907 Common Shares issuable upon the due conversion of restricted share units. In addition, the Corporation is authorized to issue an unlimited number of preferred shares (the "Preferred Shares") (including series 1 preferred shares (the "Series 1 Preferred Shares")), issuable in series, none of which are currently issued. No Preferred Shares or Series 1 Preferred Shares are being offered under this Prospectus, but a short description of each has been provided below.

The following description of our share capital summarizes certain provisions contained in the Corporation's Articles (the "Articles"). These summaries do not purport to be complete and are subject to, and are qualified in their entirety by, reference to the Articles.

Common Shares

The holders of the Common Shares are entitled to attend and vote at all meetings of shareholders of the Corporation. The holders of the Common Shares will receive one vote for each Common Share held and may exercise that vote either in person or by proxy at all meetings of the shareholders of the Corporation.

All of the Common Shares rank equally within their class as to dividends, voting rights, participation in assets upon dissolution or winding-up of the Corporation and in all other respects. None of the Common Shares are subject to any call or assessment nor pre-emptive or conversion rights. There are no provisions attached to the Common Shares for redemption, purchase for cancellation, surrender, or sinking or purchase funds.

All Common Shares currently outstanding and to be outstanding upon the exercise of any securities convertible into Common Shares, are or will be, fully paid and non-assessable.

Preferred Shares

The holders of Preferred Shares are not entitled to attend or vote at a meeting of the shareholders of the Corporation and are not entitled to dividends. All Preferred Shares rank senior to the Common Shares upon the dissolution or winding-up of the Corporation. There are no provisions attached to the Preferred Shares for redemption, purchase for cancellation, surrender or sinking or purchase funds.

Series 1 Preferred Shares

The holders of Series 1 Preferred Shares are not entitled to attend or vote at a meeting of the shareholders of the Corporation. From the date of issuance of any Series 1 Preferred Shares, cumulative dividends on such Series 1 Preferred Shares shall accrue on a daily basis at the rate of 6% per annum on the share price of $8.00 per Series 1 Preferred Share. Such dividends are payable as either cash or through the issuance of Common Shares as the discretion of the Board. Dividends owed on the Series 1 Preferred Shares shall rank senior to any dividends owed on the Common Shares.

The Corporation has the right, exercisable at any time after five years from the date of issuance of any Series 1 Preferred Share to redeem, in whole or in part any outstanding Series 1 Preferred Share provided that such Series 1 Preferred Share is redeemed on a pro rata basis among all holders and the Corporation has the right to redeem any Series 1 Preferred Shares to cash. The Series 1 Preferred Shares can also be converted, at the option of the holder, into Common Shares in accordance with Corporation's Articles. All Series 1 Preferred Shares rank junior to the Common Shares and Preferred Shares upon the dissolution or winding-up of the Corporation.

DESCRIPTION OF DEBT SECURITIES

The following description of the terms of Debt Securities sets forth certain general terms and provisions of Debt Securities in respect of which a Prospectus Supplement may be filed. The particular terms and provisions of Debt Securities offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Debt Securities.

CAN_DMS: \1010621042\11

Debt Securities may be issued separately or in combination with one or more other Securities. The Corporation may, from time to time, issue debt securities and incur additional indebtedness other than through the issue of Debt Securities pursuant to this Prospectus.

The Corporation will deliver, along with this Prospectus, an undertaking to the securities regulatory authority in each province of Canada that the Corporation will, if any Debt Securities are distributed under this Prospectus and for so long as such Debt Securities are issued and outstanding, file the periodic and timely disclosure of any credit supporter similar to the disclosure required under Section 12.1 of Form 44-101F1 or, if applicable, will disclose that the Corporation is relying on an exemption in Item 13 of Form 44-101F1 from providing such credit supporter disclosure.

Any Prospectus Supplement offering guaranteed Debt Securities will comply with the requirements of Item 12 of Form 44-101F1 or the conditions for an exemption from those requirements and will include a certificate from each credit supporter as required by section 21.1 of Form 44-101F1 and section 5.12 of NI 41-101. Debt Securities, if offered, may be guaranteed by an affiliate or an associate of the Corporation. The Corporation will not change the parameters associated with the credit support features of any Debt Securities proposed to be issued pursuant to this Prospectus in a Prospectus Supplement.

The Debt Securities will generally be issued under one or more indentures (each, a "Debt Indenture"), in each case between the Corporation and one or more banks or trust companies as trustees (each, a "Trustee").

The following description sets forth certain general terms and provisions of the Debt Securities and is not intended to be complete. The particular terms and provisions of the Debt Securities and a description of how the general terms and provisions described below may apply to the Debt Securities will be included in the applicable Prospectus Supplement. The following description is subject to the detailed provisions of any applicable Debt Indenture, a copy of which will be filed by the Corporation with the securities commission or similar regulatory authority in each of the applicable provinces of Canada after it has been entered into and will be available electronically under our profile on SEDAR+ at www.sedarplus.com.

General

The Debt Securities may be issued from time to time in one or more series. The Corporation may specify a maximum aggregate principal amount for the Debt Securities of any series and, unless otherwise provided in the applicable Prospectus Supplement, a series of Debt Securities may be reopened for issuance of additional Debt Securities of such series.

Any Prospectus Supplement for Debt Securities supplementing this Prospectus will contain the specific terms and other information with respect to the Debt Securities being offered thereby. The description may include, but may not be limited to, any of the following, if applicable:

the designation, aggregate principal amount and authorized denominations of such Debt Securities;
any limit upon the aggregate principal amount of such Debt Securities;
the currency or currency units for which such Debt Securities may be purchased and the currency or currency units in which the principal and any interest is payable (in either case, if other than Canadian dollars);
the offering price (at par, at a discount or at a premium) of such Debt Securities;
the denominations in which registered Debt Securities will be issuable;
the date or dates on which such Debt Securities will be issued and delivered;
the date or dates on which such Debt Securities will mature, including any provision for the extension of a maturity date, or the method of determination of such date(s);
the rate or rates per annum (either fixed or floating) at which such Debt Securities will bear interest (if any) and, if floating, the method of determination of such rate;
the date or dates from which any such interest will accrue and on which such interest will be payable and the record date or dates for the payment of such interest, or the method of determination of such date(s);
the covenants applicable to the Debt Securities;
the nature and priority of any security for the Debt Securities;
if applicable, the provisions for subordination of such Debt Securities to other indebtedness of the Corporation, and the extent of that subordination;
the Trustee(s) under the Debt Indenture pursuant to which such Debt Securities are to be issued;
each office or agency where payments on the Debt Securities will be made and each office or agency where the Debt Securities may be presented for registration of transfer or exchange;

CAN_DMS: \1010621042\11

any redemption term or terms under which such Debt Securities may be defeated whether at or prior to maturity;
any repayment or sinking fund provisions;
whether the Debt Securities will be secured by any of the Corporation's assets or guaranteed by an affiliate or associate of the Corporation;
any events of default applicable to such Debt Securities;
whether such Debt Securities are to be issued in registered form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
whether such Debt Securities will be exchangeable or convertible into Common Shares or other Securities of the Corporation, and the terms, conditions and procedures for such exchange or conversion and any provisions for the adjustment thereof;
if applicable, the ability of the Corporation to satisfy all or a portion of any redemption of such Debt Securities, any payment of any interest on such Debt Securities or any repayment of the principal owing upon the maturity of such Debt Securities through the issuance of securities of the Corporation, and any restriction(s) on the persons to whom such securities may be issued;
the provisions applicable to the modification of the terms of the Debt Indenture;
material Canadian federal income tax consequences of owning the Debt Securities; and
any other specific terms or covenants applicable to such Debt Securities.

The Corporation reserves the right to include in a Prospectus Supplement specific terms pertaining to the Debt Securities which are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any particular terms of the Debt Securities described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Debt Securities.

Ranking

The Debt Securities will be direct secured or unsecured obligations of the Corporation. The Debt Securities will be senior or subordinated indebtedness of the Corporation as described in the applicable Prospectus Supplement. The Corporation reserves the right to specify in a Prospectus Supplement whether a particular series of subordinated Debt Securities is subordinated to any other series of subordinated Debt Securities.

The Corporation reserves the right to include in a Prospectus Supplement specific terms and provisions pertaining to the Debt Securities in respect of which the Prospectus Supplement is filed that are not within the variables and parameters set forth in this Prospectus. To the extent that any terms or provisions or other information pertaining to the Debt Securities described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Debt Securities.

DESCRIPTION OF WARRANTS

The following description sets forth certain general terms and provisions of Warrants that may be issued hereunder and is not intended to be complete. Warrants may be offered separately or together with other Securities and may be attached to or separate from other Securities. The Warrants either will be issued under a warrant indenture or agreement that will be entered into by the Corporation or a Trustee at the time of issuance of the Warrants or will be represented by warrant certificates.

Holders of Warrants are not shareholders of the Corporation. Potential purchasers of Warrants should refer to the warrant indenture, if any, relating to the specific Warrants being offered for the complete terms of the Warrants. A copy of any warrant indenture, if any, relating to an offering or Warrants will be filed by the Corporation with the securities regulatory authorities in applicable Canadian offering jurisdictions after the Corporation has entered into it.

The particular terms and provisions of Warrants offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Warrants. This description may include, but is not limited to, any of the following, if applicable:

the title or designation of the Warrants;
the aggregate number of Warrants offered;
the currency or currency unit in which the Warrants are offered or denominated;

CAN_DMS: \1010621042\11

the price at which the Warrants will be offered;
the number of Common Shares and/or other Securities of the Corporation purchasable upon exercise of the Warrants and the procedures for exercise;
the exercise price of the Warrants;
the dates or periods during which the Warrants are exercisable and when they expire;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
the designation and terms of any other Securities with which the Warrants will be offered, if any, and the number of Warrants that will be offered with each such security;
the minimum or maximum amount, if any, of Warrants that may be exercised at any one time;
whether the Warrants will be subject to redemption or call provisions and, if so, the terms of such redemption or call provisions;
whether the Warrants will be issued in fully registered or global form;
the material income tax consequences of owning, holding and disposing of the Warrants; and
any other material terms and conditions of the Warrants including, without limitation, transferability and adjustment terms and whether the Warrants will be listed on a stock exchange.

The Corporation reserves the right to include in a Prospectus Supplement specific terms and provisions pertaining to the Warrants in respect of which the Prospectus Supplement is filed that are not within the variables and parameters set forth in this Prospectus. To the extent that any terms or provisions or other information pertaining to the Warrants described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Warrants.

DESCRIPTION OF UNITS

Units may be comprised of one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. A Unit agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Units. This description may include, but is not limited to, any of the following, if applicable:

the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
the number of Units offered and the offering price of the Units;
the currency or currency unit in which the Units are offered or denominated;
any provisions for the issuance, payment, settlement, exercise, conversion, transfer or exchange of the Units or of the Securities comprising the Units;
whether the Units will be issued in fully registered or global form; and
any other material terms and conditions of the Units.

The Corporation reserves the right to include in a Prospectus Supplement specific terms and provisions pertaining to the Units in respect of which the Prospectus Supplement is filed that are not within the variables and parameters set forth in this Prospectus. To the extent that any terms or provisions or other information pertaining to the Units described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Units.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The following description sets forth certain general terms and provisions of Subscription Receipts that may be issued hereunder and is not intended to be complete. A Subscription Receipt would entitle the holder thereof to receive a Common Share and/or other Securities, for no additional consideration, upon the completion of a particular transaction or event, typically an acquisition of the assets or securities of another entity by the Corporation or one or more of its subsidiaries. The subscription proceeds from an offering of Subscription Receipts will be held in escrow by an escrow

CAN_DMS: \1010621042\11

agent pending the completion of the transaction or the termination time (the time at which the escrow terminates regardless of whether the transaction or event has occurred). Holders of Subscription Receipts will receive Common Shares and/or other Securities upon the completion of the particular transaction or event or, if the transaction or event does not occur by the termination time, a return of the subscription funds for their Subscription Receipts together with any interest or other income earned thereon. Holders of Subscription Receipts are not shareholders of the Corporation.

The particular terms and provisions of Subscription Receipts offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Subscription Receipts. This description may include, but is not limited to, any of the following, if applicable:

the number of Subscription Receipts;
the price at which the Subscription Receipts will be offered;
the designation and terms of the Securities that may be acquired on exchange of the Subscription Receipts;
the name of the escrow agent;
the procedures for the exchange of the Subscription Receipts into Common Shares or other Securities;
the number of Common Shares or other Securities that may be obtained upon exercise of each Subscription Receipt;
the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Common Share or Security;
the terms applicable to the holding and release or return of gross proceeds from the sale of the Subscription Receipts plus any interest earned thereon;
whether the Subscription Receipts will be subject to redemption or call provisions and, if so, the terms of such redemption or call provisions;
whether the Subscription Receipts will be issued in fully registered or global form; and
any other material terms and conditions of the Subscription Receipts.

Subscription Receipts may be offered separately or in combination with one or more other Securities. The Subscription Receipts will be issued under a subscription receipt agreement (the "Subscription Receipt Agreement"). A copy of the Subscription Receipt Agreement will be filed by the Corporation with the securities commission or similar regulatory authority in each of the provinces of Canada after it has been entered into by the Corporation and will be available electronically under our profile on SEDAR+ at www.sedarplus.com.

Pursuant to the Subscription Receipt Agreement, original purchasers of Subscription Receipts will have a contractual right of rescission against the Corporation, following the issuance of the underlying Common Shares or other Securities to such purchasers upon the surrender or deemed surrender of the Subscription Receipts, to receive the amount paid for the Subscription Receipts in the event that this Prospectus and any amendment thereto contains a misrepresentation or is not delivered to such purchaser, provided such remedy for rescission is exercised within 180 days from the closing date of the offering of Subscription Receipts.

The Corporation reserves the right to include in a Prospectus Supplement specific terms and provisions pertaining to the Subscription Receipts in respect of which the Prospectus Supplement is filed that are not within the variables and parameters set forth in this Prospectus. To the extent that any terms or provisions or other information pertaining to the Subscription Receipts described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Subscription Receipts.

PROMOTERS

No person or company has been, within the two most recently completed financial years of the Corporation or the current financial year, a promoter of the Corporation or a subsidiary thereof.

RISK FACTORS

An investment in Securities of the Corporation is subject to certain risks, which should be carefully considered by prospective investors before purchasing such Securities. In addition to the other information set out below and elsewhere in this Prospectus (including, without limitation, the documents incorporated by reference), investors should carefully review the risk factors set forth in any applicable Prospectus Supplement. Any one of such risk factors could materially affect the Corporation's business, financial condition and/or future operating results and prospects and could

CAN_DMS: \1010621042\11

cause actual events to differ materially from those described in forward-looking statements and information relating to the Corporation. It should be noted that this list is not exhaustive and that other risk factors may apply. An investment in the Corporation may not be suitable for all investors. Additional risks and uncertainties not currently identified by the Corporation or that the Corporation currently believes not to be material also may materially and adversely affect the Corporation's business, financial condition, operations or prospects. Investors should carefully consider the risks described under the heading "Risk Factors" in the Corporation's then-current annual information form, the risk factors described in the Corporation's then-current annual and/or interim management's discussion and analysis, as applicable, and the risk factors set forth in any applicable Prospectus Supplement. See "Documents Incorporated by Reference."

Discretion Regarding Use of Proceeds.

Management of the Corporation will have broad discretion with respect to the application of net proceeds received by the Corporation from the sale of Securities under a Prospectus Supplement and may spend such proceeds in ways that do not (i) align with the use of proceeds and business milestones and objectives set out in this Prospectus or the applicable Prospectus Supplement, or (ii) otherwise improve the Corporation's results of operations or enhance the value of Common Shares or its other securities issued and outstanding from time to time. Any failure by management to apply net proceeds effectively could result in financial losses that could have a material adverse effect on the Corporation's business or cause the price of the securities of the Corporation issued and outstanding from time to time to decline.

Positive return not guaranteed.

A positive return on an investment in the Securities is not guaranteed. There is no guarantee that an investment in the Securities will earn any positive return in the short term or long term. An investment in the Securities involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the Securities is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

There is currently no market through which the Debt Securities, Warrants, Subscription Receipts or Units may be sold.

There is currently no market through which the Debt Securities, Warrants, Subscription Receipts or Units may be sold and purchasers may not be able to resell Debt Securities, Warrants, Subscription Receipts or Units purchased under this Prospectus or any Prospectus Supplement. There can be no assurance that an active trading market will develop for the Debt Securities, Warrants, Subscription Receipts or Units after an offering or, if developed, that such market will be sustained. This may affect the pricing of the Debt Securities, Warrants, Subscription Receipts or Units in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation.

The Corporation may issue additional Securities in the future which may dilute the holdings of existing securityholders, including the holders of Securities purchased under this Prospectus.

The Corporation may issue additional Securities in the future, which may dilute the holdings of existing securityholders in the Corporation, including purchasers of Securities under this Prospectus and the applicable Prospectus Supplement. The Corporation's Articles permit the issuance of an unlimited number of Common Shares, and shareholders have no pre-emptive rights in connection with further issuances of any Securities. The Board has the discretion to determine the price and terms of any issuances of Common Shares, Debt Securities, Subscription Receipts, Warrants and Units. Any such future issuances could be significant and we cannot predict the effect that future issuances and sales of Securities will have on the market price of the Common Shares. Issuances of a substantial number of additional Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Common Shares. With any additional issuance of Common Shares, investors will suffer dilution to their voting power and the Corporation may experience dilution in its earnings per share.

The Debt Securities may be unsecured and would thereby rank equally in right of payment with all of our other future unsecured debt.

Pursuant to the applicable Prospectus Supplement, the Debt Securities may be unsecured and would thereby rank equally in right of payment with all of our other existing and future unsecured debt. If unsecured, the Debt Securities will be effectively subordinated to all of our existing and future secured debt to the extent of the assets securing such debt. If we are involved in any bankruptcy, dissolution, liquidation or reorganization, the secured debt holders would, to

CAN_DMS: \1010621042\11

the extent of the value of the assets securing the secured debt, be paid before the holders of unsecured Debt Securities. In such an event, a holder of Debt Securities may not be able to recover any principal or interest due to it under the Debt Securities.

Impact of U.S. Legislative and Regulatory Policies.

The recent election in the United States may result in legislative and regulatory changes that could have an adverse effect on the Corporation and its financial condition. In particular, there is uncertainty regarding U.S. tariffs and support for existing treaty and trade relationships, including with Canada. Implementation by the U.S. government of new legislative or regulatory policies could impose additional costs on the Corporation, decrease U.S. demand for the Corporation's products, or otherwise negatively impact the Corporation, which may have a material adverse effect on the Corporation's business, financial condition and operations. In addition, this uncertainty may adversely impact: (i) the ability of companies to transact business with companies such as the Corporation; (ii) the Corporation's profitability; (iii) regulation affecting the health and wellness industry; (iv) global stock markets (including the TSXV); and (v) general global economic conditions. All of these factors are outside of our control, but may nonetheless lead the Corporation to adjust its strategy in order to compete effectively in global markets.

Negative Cash Flows From Operating Activities

Historically, the Corporation's negative cash flows from operating activities were primarily attributable to PureKana, which is undergoing bankruptcy proceedings and, from an accounting perspective, has been deconsolidated from the Corporation.

The Corporation currently expects that, on a go-forward basis, its cash flow from operating activities will vary from quarter to quarter, and may be negative in some quarters. These fluctuations in cash flows from operating activities result primarily from the Corporation's marketing and promotional activities for TRUBAR, and more specifically as a result of multi-vendor mailer promotional campaigns ("MVMs") run through one of the Corporation's largest customers. The Corporation sees substantial increases in cash flow for periods where MVM promotions are conducted, and sees drops in cash flow in periods where the promotions are not being run. During promotional downtimes, the Corporation focuses on building its inventory, which can temporarily result in negative cash flow from operations. While cash flow variance may occur from quarter to quarter, the Corporation is seeing steady increases in sales during promotional periods and currently expects cash flow from operating activities to be positive for the 2025 fiscal year. Although the Corporation currently anticipates that it will generate positive cash flow from operating activities for the 2025 fiscal year, the Corporation cannot guarantee it will have cash flow positive status from operating activities in the future.

To the extent that the Corporation has negative cash flow from operations in any future period, the Corporation has secured the BMO credit facility (as described herein) and a promissory note in the amount of US$10.0 million, providing it with flexibility to address short-term issues with cash flow, if any. Disclosure regarding the promissory note is disclosed in a material change report filed on SEDAR+ dated May 1, 2025, which is incorporated by reference in this Prospectus.

MATERIAL CONTRACTS

The Corporation did not enter into any material contracts, other than contracts entered into in the ordinary course of business, since the filing of the 2025 AIF.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Prospectus or in the documents incorporated by reference herein, none of the directors or executive officers of the Corporation, nor any person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of any class or series of the Corporation's outstanding voting securities, nor any associate or affiliate of the foregoing persons, has or has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years prior to the date of this Prospectus or during the current financial year that has materially affected or is reasonably expected to materially affect the Corporation or its subsidiaries.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to the Securities, certain legal matters will be passed upon on our behalf by Norton Rose Fulbright Canada LLP. As of the date of this Prospectus, the partners and associates

CAN_DMS: \1010621042\11

of Norton Rose Fulbright Canada LLP, as a group, beneficially own, directly or indirectly, less than 1% of any class of our outstanding securities.

AUDITORS, REGISTRAR AND TRANSFER AGENT

The independent auditor of the Corporation is Davidson and Company LLP, Chartered Professional Accountants, at Vancouver, BC. Davidson and Company LLP is independent of the Corporation according to its rules of professional conduct.

The Corporation's transfer agent and registrar is Odyssey Trust Company, at Stock Exchange Tower, 1230-300 5th Avenue SW, Calgary, Alberta, T2P 3C4.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

Each of St. John Walshe and Erica Groussman, each a director of the Corporation, resides outside of Canada. Each of St. John Walshe and Erica Groussman has appointed Norton Rose Fulbright Canada LLP at its Vancouver offices located at 510 Georgia Street West, #1800, Vancouver, BC V6B 0M3 as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

PURCHASER'S STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may only be exercised within two business days after receipt or deemed receipt of a prospectus or a prospectus supplement relating to the securities purchased by a purchaser and any amendments thereto. In several of the provinces, securities legislation further provides the purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus or a prospectus supplement relating to the securities purchased by a purchaser and any amendments thereto contain a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. A purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal advisor.

In addition, original purchasers of convertible, exchangeable or exercisable Securities (unless such Securities are Warrants which are reasonably regarded by the Corporation as incidental to the applicable offering as a whole) will have a contractual right of rescission against the Corporation in respect of the conversion, exchange or exercise of the convertible, exchangeable or exercisable Security. The contractual right of rescission will be further described in any applicable Prospectus Supplement, but will, in general, entitle such original purchasers to receive the amount paid for the applicable convertible, exchangeable or exercisable Security (and any additional amount paid upon conversion, exchange or exercise) upon surrender of the underlying securities acquired thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable Security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus.

In an offering of convertible, exchangeable or exercisable Subscription Receipts, Warrants or convertible, exchangeable or exercisable Debt Securities (or Units comprised partly thereof), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in this Prospectus is limited, in certain provincial securities legislation, to the price at which convertible, exchangeable or exercisable Securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon the conversion, exchange or exercise of the Security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of this right of action for damages or consult with a legal advisor.

CAN_DMS: \1010621042\11

CERTIFICATE OF TRUBAR INC.

Dated: June 27, 2025

This Prospectus, together with the documents incorporated in this Prospectus by reference, will, as of the date of the last supplement to this Prospectus relating to the securities offered by this Prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this Prospectus and the supplement(s) as required by the securities legislation of British Columbia, Alberta and Ontario.

/s/ Erica Groussman
Chief Executive Officer

/s/ Laura Freimane
Chief Financial Officer

On behalf of the Board of Directors

/s/ Michael Galloro
Director

/s/ Richard Kellam
Director

CAN_DMS: \1010621042\11

AI assistant

TRUBAR Inc. — Capital/Financing Update 2025

47671_rns_2025-06-27_fdf789b1-5c8b-4001-b5c2-8bb6cf5ff09c.pdf

SHORT FORM BASE SHELF PROSPECTUS

Contents

ABOUT THIS PROSPECTUS

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

NON-IFRS MEASURES

TRADEMARKS AND TRADE NAMES

TRUBAR INC.

RECENT DEVELOPMENTS

TRUBAR Distribution Expansion

BMO Credit Facility

Senior Leadership Changes

National Promotion Program

Sam's Club TRUBAR Launch

Exit from Cannabidiol Related Businesses

Name Change, and Sale of NO B.S.

Promissory Note

DESCRIPTION OF THE BUSINESS

Intercorporate Relationships

Notes:

Summary

Productions and Services

Specialized Skills and Knowledge

Competitive Conditions

Components

Intangible Properties

Cycles

Economic Dependence

Employees

Foreign Operations

Bankruptcy and Similar Procedures

Reorganizations

Social or Environmental Policies

USE OF PROCEEDS

Reconciliation of Use of Proceeds from Financing Activities

PLAN OF DISTRIBUTION

SELLING SECURITYHOLDERS

CONSOLIDATED CAPITALIZATION

Designation of Security

PRIOR SALES

TRADING PRICE AND VOLUME

EARNINGS COVERAGE RATIOS

TAX CONSIDERATIONS

DESCRIPTION OF SHARE CAPITAL

Common Shares

Preferred Shares

Series 1 Preferred Shares

DESCRIPTION OF DEBT SECURITIES

General

Ranking

DESCRIPTION OF WARRANTS

DESCRIPTION OF UNITS

DESCRIPTION OF SUBSCRIPTION RECEIPTS

PROMOTERS

RISK FACTORS

Discretion Regarding Use of Proceeds.

Positive return not guaranteed.

There is currently no market through which the Debt Securities, Warrants, Subscription Receipts or Units may be sold.

The Corporation may issue additional Securities in the future which may dilute the holdings of existing securityholders, including the holders of Securities purchased under this Prospectus.

The Debt Securities may be unsecured and would thereby rank equally in right of payment with all of our other future unsecured debt.

Impact of U.S. Legislative and Regulatory Policies.

Negative Cash Flows From Operating Activities

MATERIAL CONTRACTS

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

LEGAL MATTERS

AUDITORS, REGISTRAR AND TRANSFER AGENT

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

PURCHASER'S STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF TRUBAR INC.

More from TRUBAR Inc.

TRUBAR Inc. Capital/Financing Update 2025