TRUBAR Inc. — M&A Activity 2025

Dec 4, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

1. Name and Address of Company

TRUBAR Inc. ("TRUBAR" or the "Company")
95 Wellington Street West
Suite 1400
Toronto, Ontario M5J 2N7, Canada

1. Date of Material Change

November 23, 2025

1. News Release

A news release disclosing the material change summarized in this material change report was issued by TRUBAR on November 24, 2025 through the facilities of Cision and filed on SEDAR+. This news release is available on TRUBAR's SEDAR+ profile at www.sedarplus.com.

1. Summary of Material Change

On November 23, 2025, TRUBAR entered into an arrangement agreement (the "Arrangement Agreement") dated November 23, 2025, with 1564128 B.C. Unlimited Liability Company (the "Purchaser"), an affiliate of ETI Gida Sanayi ve Ticaret A.Ş. ("ETI Gida"), an arm's length party and a leading privately-held consumer product goods company based in Turkey. Pursuant to the Arrangement Agreement, the Purchaser has agreed to acquire all of the outstanding common shares in the capital of the Company (the "Common Shares") by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").

1. Full Description of Material Change

5.1 Full Description of Material Change

On November 23, 2025, TRUBAR entered into the Arrangement Agreement whereby the Purchaser has agreed to acquire all of the outstanding Common Shares pursuant to the Arrangement. Under the terms of the Arrangement Agreement, each shareholder of the Company (collectively, the "Shareholders") will receive C$1.64 per Common Share in cash (the "Consideration"), for aggregate consideration of approximately C$201 million.

The Arrangement will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) upon the approval at the Special Meeting (as defined below) of: (a) two-thirds of the votes cast by Shareholders present in person or represented by proxy at the Special Meeting; (b) two-thirds of the votes cast on such resolution by Shareholders and the holders of incentive stock options, warrants, and restricted share units of the Company (collectively with the Common Shares, the "Company Securities"), voting together as a single class, present in person or represented by proxy at the Special Meeting; and (c) if applicable, a simple majority of the votes cast on such resolution by Shareholders present in person or represented by proxy at the Special Meeting, excluding for this any votes in respect of Common Shares that are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

In addition, the Purchaser has entered into voting support agreements with each of the directors and officers of the Company for, among other things, the agreement of each of the directors and officers to vote their Company Securities at the Special Meeting in favour of the Arrangement.

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Collectively, the directors and officers hold approximately 16% of the outstanding Common Shares (on a non-diluted basis).

In connection with the Arrangement, the board of directors of the Company (the "Board") formed a special committee of independent directors (the "Special Committee") to review and evaluate the Arrangement along with potential alternatives available to the Company. The Special Committee was responsible for reviewing, evaluating and negotiating the terms of proposals received from the Purchaser, making recommendations to the Board in respect of such proposals and negotiating the terms of the Arrangement Agreement.

To assist the Special Committee in its efforts, the Special Committee engaged MNP LLP ("MNP") to act as financial advisor and has obtained a verbal fairness opinion from MNP that, as of November 22, 2025, subject to the assumptions, limitations and qualifications to be set forth in MNP's written fairness opinion that will be included in the Circular (as defined below), the Consideration to be received by the Shareholders pursuant to the Arrangement Agreement is fair, from a financial point of view, to the Shareholders.

The Special Committee unanimously recommended that the Board approve the Arrangement Agreement and unanimously recommends that the Board recommend that Shareholders vote in favour of the Arrangement at a special meeting of Shareholders held to consider the Arrangement (the "Special Meeting").

The Board, after receiving the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement is in the best interest of the Company and authorized the Company to enter into the Arrangement Agreement. The Board unanimously recommends that Shareholders vote in favour of the Arrangement at the Special Meeting.

A copy of the written fairness opinion of MNP and other relevant background information will be included in the management information circular (the "Circular") of the Company to be prepared in connection with the Special Meeting. The Company will send the Circular and certain related documents to Shareholders and copies of the Circular and certain related documents will be filed with the Canadian securities regulators and will be made available under the Company's profile on SEDAR+ at www.sedarplus.com. Until the Circular is mailed, Shareholders are not required to take any action in respect of the Arrangement.

The Arrangement is subject to obtaining required shareholder, court and other approvals and satisfaction of closing conditions customary for a transaction of this nature. Assuming the timely receipt of all required approvals, the Arrangement is expected to be completed during the first quarter of 2026.

Following completion of the Arrangement, the Common Shares are expected to be delisted from the TSX Venture Exchange and the Company will apply to cease to be a reporting issuer in all applicable Canadian jurisdictions.

The Arrangement Agreement contains customary representations and warranties made by the Purchaser and ETI Gida, on the one hand, and the Company, on the other hand, and also contains customary covenants, including, among others, agreement by the Company to conduct its business in the ordinary course consistent in all material respects with past practice during the period between the execution of the Arrangement Agreement and the effective time of the Arrangement Agreement and to not engage in certain kinds of transactions or take certain actions during such interim period unless consented to in writing by the Purchaser.

The Arrangement Agreement includes customary deal-protection provisions with customary "fiduciary out" provisions. The Company is subject to non-solicitation provisions which, in certain circumstances, allow TRUBAR to terminate the Arrangement Agreement in favour of a superior

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proposal, subject to the payment of a termination fee of US$5,000,000 if the Arrangement Agreement is terminated in certain circumstances, and a right of the Purchaser to match such superior proposal. In addition, if the Arrangement Agreement is terminated by either the Purchaser or the Company in the event the required securityholder approval of the Arrangement is not obtained at the Special Meeting, the Company will be required to pay an expense reimbursement fee of US$1,500,000.

In connection with the Arrangement Agreement, Vimy Ridge Group Investments Inc. (the "Indemnitor"), an affiliated entity of J.R. Kinglsey Ward, the Executive Chairman and director of the Company, has entered into an indemnity agreement (the "Indemnity Agreement") with the Company, the Purchaser, ETI North America Food Corporation ("ETI US"), an affiliate of the Purchaser and ETI Gida, pursuant to which, the Indemnitor has agreed to indemnify each other party to the Indemnity Agreement for certain potential liabilities of the Company and its subsidiaries for up to US$18 million until the earlier to occur of (i) the termination of the Arrangement Agreement in accordance with its terms (other than in the event of termination of the Arrangement Agreement as a result of the effective time of the Arrangement occurring), and (ii) November 23, 2031.

The foregoing summary is qualified in its entirety by the provisions of the Arrangement Agreement, the Indemnity Agreement and the voting support agreements, copies of which have been filed with the Canadian securities regulators and made available under the Company's profile on SEDAR+ at www.sedarplus.com.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

For further information please contact Fernando Massalin, VP Investor Relations and Corporate Development, at +1 (416) 238-7564 or ir@teamtru.com.

9. Date of Report

December 3, 2025.

Note Regarding Forward-Looking Statements

This material change report contains certain forward-looking information and forward-looking statements (collectively, "forward-looking statements"), as such terms are defined under applicable securities law, regarding the Company's business and operations. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as "will", "may", "could", "might", "would", "anticipate", "believe", "plan", "estimate", "expect", and "intend", or other similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company's control, that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements

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(including execution risk, market risk, industry risk, market sentiment, the impact of general economic conditions and competition from other industry participants, as well as stock market volatility). In this material change report, forward looking statements relate to, among other things, information regarding: (a) the terms and conditions of the Arrangement; (b) satisfaction of the conditions precedent to the Arrangement, if at all; (c) timing and consummation of the Arrangement, if at all (on the same terms and conditions or otherwise); (d) timing of the Special Meeting; (e) shareholder, court and other approvals; (f) the anticipated benefits of the Arrangement, if any, to TRUBAR securityholders and other stakeholders of TRUBAR (including economic, business, competitive and other benefits); (g) delisting of the Common Shares and (h) and other statements that are not historical facts. Readers are referred to the Company's public disclosure record which is available on SEDAR+ (www.sedarplus.com). While such forward-looking statements are believed by the Company to have a reasonable basis as of the date of this material change report, they are subject to important risks and uncertainties including, without limitation, risks relating to stock exchange, shareholder, court and other approvals required in connection with the Arrangement, risks relating to the satisfaction or waiver of the conditions precedent to the Arrangement Agreement (if at all), risks relating to a third party superior proposal materializing prior to the completion of the Arrangement, risks relating to significant transaction costs or unknown liabilities, credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates or tax rates, changes and trends in the Company's industry and the global economy, adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement, adverse changes in applicable laws or regulations and the identified risk factors included in the Company's public disclosure, including the annual information form dated April 22, 2025, which is available on SEDAR+ at www.sedarplus.com, which in each case could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements.

As a result of these risks and uncertainties, the proposed transaction could be modified, restructured or not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. The Company is not affirming or adopting any statements made by any other person in respect of the proposed transaction and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities or to comment on expectations of, or statements made by any other person in respect of the proposed transaction. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward-looking statements is at investors' own risk. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this material change report, and no assurance can be given that such events will occur in the disclosed timeframes or at all. In addition, this material change report contains future-oriented financial information and financial outlook, as such terms are defined under applicable securities laws. The future-oriented financial information and financial outlook contained herein are made solely based on information available to the Company as of the date hereof and are subject to the same assumptions, risk factors and other qualifications as all other forward-looking statements, and are presented solely for the purpose of conveying the current anticipated expectations of the Company and may not be appropriate for any other purposes. The forward-looking statements contained in this material change report are made as of the date of this material change report and, except as required by applicable laws and the policies of the TSXV, the Company disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this material change report are expressly qualified by this cautionary statement. Trading in the securities of the Company should be considered highly speculative. There can be no assurance that Company will be able to achieve all or any of its proposed objectives.

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