TRUBAR Inc. — M&A Activity 2026

Feb 6, 2026

{0}------------------------------------------------

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

2. Date of Material Change

February 6, 2026

3. News Release

A news release disclosing the material change summarized in this material change report was issued by TRUBAR on February 6, 2026 through the facilities of Cision and filed on SEDAR+. This news release is available on TRUBAR's SEDAR+ profile at www.sedarplus.com.

4. Summary of Material Change

On February 6, 2026, TRUBAR completed its previously announced arrangement involving 1564128 B.C. Unlimited Liability Company (the "Purchaser") and ETİ Gıda Sanayi ve Ticaret A.Ş. (the "Parent"), pursuant to a plan of arrangement (the "Plan of Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement"). Pursuant to the Arrangement, the Purchaser, among other things, acquired all of the issued and outstanding common shares in the capital of TRUBAR (the "TRUBAR Common Shares") for cash consideration equal to C\$1.64 per share. The Arrangement became effective at 12:01 a.m. (Vancouver time) on February 6, 2026 (the "Effective Time").

5. Full Description of Material Change

5.1 Full Description of Material Change

On February 6, 2026, TRUBAR completed the Arrangement, pursuant to the Plan of Arrangement. The Arrangement became effective at the Effective Time.

Pursuant to the terms of the Arrangement, among other things, holders of TRUBAR Common Shares received, for each TRUBAR Common Share held, C\$1.64 per share (the "Common Share Cash Consideration"), in accordance with the terms of the Plan of Arrangement, and holders of warrants to purchase TRUBAR Common Shares (the "TRUBAR Warrants") received a cash payment equal to the amount (if any) by which the Common Share Cash Consideration exceeded the exercise price of such TRUBAR Warrant, in accordance with the terms of the Plan of Arrangement.

As a result of the Arrangement, the Common Shares will be delisted from the TSX Venture Exchange at the close of trading on or about February 9, 2026. Following the de-listing, TRUBAR will apply to cease to be a reporting issuer under applicable Canadian securities laws.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

{1}------------------------------------------------

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

For further information please contact Damien Byrne by telephone at +90 530-898-5943.

9. Date of Report

February 6, 2026.