TRUBAR™

TRUBAR INC.

NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS

TO BE HELD ON JANUARY 13, 2026

and

MANAGEMENT INFORMATION CIRCULAR

with respect to a proposed

PLAN OF ARRANGEMENT

involving

TRUBAR INC.

and

1564128 B.C. Unlimited Liability Company, a wholly-owned subsidiary of ETİ Gıda Sanayi ve Ticaret Anonim Şirketi

December 9, 2025

RECOMMENDATION TO SECURITYHOLDERS:

THE BOARD OF DIRECTORS (WITH CERTAIN CONFLICTED DIRECTORS ABSTAINING) UNANIMOUSLY RECOMMENDS THAT TRUBAR SECURITYHOLDERS VOTE IN FAVOUR OF THE ARRANGEMENT RESOLUTION

These materials are important and require your immediate attention. They require securityholders of TRUBAR INC. to make important decisions. If you require assistance, please contact your financial, legal, tax or other professional advisors. If you have any questions or require assistance voting, please contact our transfer agent, Odyssey Trust Company, toll free within North America at 1 (888) 290-1175 or from outside of North America at 1 (587) 885-0960, or by email at [email protected].

TRUBAR™

TRUBAR INC.

December 9, 2025

Dear TRUBAR Securityholders:

You are invited to attend the special meeting of holders of common shares (each a "Common Share"), holders of warrants to purchase Common Shares (each a "Warrant"), holders of options to purchase Common Shares (each an "Option"), and holders of restricted share units (each an "RSU") of TRUBAR Inc. (the "Corporation" or "TRUBAR") to be held in person on January 13, 2026 at 10:00 a.m. (Toronto time) at the offices of Norton Rose Fulbright Canada LLP located at 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7 (the "Meeting"). The accompanying management information circular (the "Circular") provides important and detailed instructions about how to attend and participate at the Meeting.

THE ARRANGEMENT

On November 23, 2025, TRUBAR entered into an arrangement agreement (the "Arrangement Agreement") with ETI Gida Sanayi ve Ticaret Anonim Şirketi (the "Parent") and 1564128 B.C. Unlimited Liability Company (the "Purchaser"), a wholly-owned subsidiary of the Parent, pursuant to which the Purchaser will acquire all of the Common Shares pursuant to a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement").

At the Meeting, holders of Common Shares (the "Shareholders"), holders of Warrants (the "Warrantholders"), holders of Options (the "Optionholders"), and holders of RSUs (the "RSUholders", and together with the Shareholders, the Warrantholders and the Optionholders, the "TRUBAR Securityholders") will be asked to approve the Arrangement, pursuant to which TRUBAR Securityholders will be entitled to receive (other than registered Shareholders who have validly exercised dissent rights and have not withdrawn such exercise of dissent rights) the following:

(a) for each Common Share held, a cash payment in the amount of $1.64 per Common Share (the "Consideration");

(b) for each Warrant held, a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such Warrant, subject to applicable withholdings;

(c) for each Option held, a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such Option, subject to applicable withholdings; and

(d) for each RSU held, a cash payment equal to the Consideration, subject to applicable withholdings.

REASONS TO SUPPORT THE ARRANGEMENT

Significant Premium to Market Value: The Consideration to be paid to Shareholders pursuant to the Arrangement represents a 64% premium to the last closing price of the Common Shares prior to the announcement of the Arrangement and a 102% premium to the sixty (60) day volume-weighted average price of the Common Shares on the TSXV.

Certainty of Value and Immediate Liquidity: The Consideration is payable entirely in cash. By receiving the Consideration at closing of the Arrangement, TRUBAR Securityholders are provided with immediate

liquidity and certainty of value and are able to eliminate the investment risk associated with owning shares of a corporation operating in a volatile business and economic environment, as well as exposure to other risks that are beyond the Corporation and its management's control.

Recommendation of the Special Committee: The Arrangement was recommended by a special committee of the board of directors of the Corporation (the "Board") composed of three members of the Board (the "Special Committee"), being Richard Kellam (Chair), H. Brock Bundy and St. John Walshe.

To assist in making its recommendation, the Special Committee engaged MNP LLP ("MNP"), as independent financial advisor in connection with the Arrangement. MNP has provided the Special Committee with a fairness opinion (the "Fairness Opinion") to the effect that, as of the date of such opinion and based upon and subject to the scope of review, analysis, qualifications and assumptions set forth therein, the Arrangement is fair, from a financial point of view, to the Shareholders.

A copy of the Fairness Opinion, which should be read carefully and, in its entirety, along with other relevant background information related to the involvement of MNP, has been included in the Circular.

Support Agreements: Certain TRUBAR Securityholders who hold Common Shares, Warrants, Options and RSUs (collectively, "TRUBAR Securities") have entered into voting and support agreements (collectively, the "Support Agreements") pursuant to which they have agreed, subject to the terms thereof, to vote the TRUBAR Securities over which they exercise voting control in favour of the Arrangement. In the aggregate, the Supporting Holders (as defined in the Circular) hold or control approximately 16% of the total number of issued and outstanding Common Shares, 34% of the total number of issued and outstanding Warrants, 68% of the issued and outstanding Options and 97% of the issued and outstanding RSUs and have agreed to vote in favour of the Arrangement. In the event the Arrangement Agreement is terminated in accordance with its terms, obligations under the Support Agreements automatically terminate.

Reasonable Likelihood of Completion: The Arrangement is not subject to the Purchaser obtaining financing and is otherwise subject to a limited number of customary conditions.

RECOMMENDATION OF THE BOARD

The Board (subject to the abstention of the Abstaining Directors (as defined in the Circular)), following receipt of the unanimous recommendation by the Special Committee, unanimously determined that the Arrangement is fair to the TRUBAR Securityholders, from a financial point of view, and that the Arrangement is in the best interests of the Corporation.

Acting on the unanimous recommendation of the Special Committee, the Board (subject to the abstention of the Abstaining Directors), unanimously:

approved the Arrangement and the entry by the Corporation into the Arrangement Agreement, and the transactions contemplated thereby;
determined that the Arrangement is fair to the TRUBAR Securityholders and is in the best interests of the Corporation; and
resolved to recommend that the TRUBAR Securityholders vote IN FAVOUR of the Arrangement Resolution (as defined in the Circular).

APPROVAL REQUIREMENTS

To be implemented, the Arrangement requires approval of: (a) two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, each being entitled to one vote per Common Share held; (b) two-thirds of the votes cast on the Arrangement Resolution by TRUBAR Securityholders, voting as a single class, present in person or represented by proxy

at the Meeting, each being entitled to one vote per Common Share or one vote per TRUBAR Security held; and (c) a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, excluding for this purpose votes cast in respect of Common Shares that are held or controlled by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

The Arrangement is also subject to the approval of the Supreme Court of British Columbia and the satisfaction of other customary closing conditions.

If the required TRUBAR Securityholder and court approvals are obtained and all other conditions to the Arrangement are satisfied, it is anticipated that the Arrangement will be completed during the first quarter of 2026.

This Circular provides a detailed description of the Arrangement and includes additional information to assist you in considering how to vote at the Meeting. You are urged to read this information carefully and, if you require assistance, to consult your own financial, legal, tax or other professional advisor.

Your vote is important regardless of the TRUBAR Securities that you own. Whether you are able to attend the Meeting or not, we encourage you to take the time now to complete, sign, date and return the enclosed form of proxy or voting instruction form, as applicable, so that your TRUBAR Securities can be voted at the Meeting in accordance with your instructions. If you are a registered Shareholder or a registered Warrantholder, we also encourage you, regardless of how you vote, to complete, sign, date and return the applicable enclosed letter of transmittal in accordance with the instructions set forth therein and in the Circular, which will help the Corporation to arrange for the prompt payment for your TRUBAR Securities if the Arrangement is completed.

Proxies must be submitted in accordance with the instructions set out on the applicable form of proxy no later than 10:00 a.m. (Toronto time) on January 9, 2026 (or 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed). The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

If you have any questions or require assistance voting, please contact our transfer agent, Odyssey Trust Company, toll free within North America at 1 (888) 290-1175 or from outside of North America at 1 (587) 885-0960, or by email at [email protected].

On behalf of the Board, we would like to take this opportunity to thank you for your continued support and we look forward to receiving your endorsement for this transaction at the Meeting.

Yours very truly,

(signed) "Richard Kellam"

Richard Kellam

Chair of the Special Committee

TRUBAR INC.

NOTICE OF SPECIAL MEETING OF TRUBAR SECURITYHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of the holders of common shares (each a "Common Share"), holders of warrants to purchase Common Shares (each, a "Warrant"), holders of options to purchase Common Shares (each an "Option") and holders of restricted share units (each an "RSU") of TRUBAR Inc. (the "Corporation") will be held in person on January 13, 2026 at 10:00 a.m. (Toronto time) at the offices of Norton Rose Fulbright Canada LLP located at 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7, subject to any adjournment(s) or postponement(s) thereof, for the following purposes:

to consider, and, if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix A of the accompanying management information circular (the "Circular"), to approve a plan of arrangement (the "Plan of Arrangement") pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "BCBCA"), involving the Corporation, 1564128 B.C. Unlimited Liability Company and ETi Gida Sanayi ve Ticaret Anonim Şirketi (the "Arrangement"), the particulars of which are further described in the Circular; and
to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The Circular provides additional information relating to the matters to be addressed at the Meeting, including the Arrangement.

The board of directors of the Corporation (the "Board of Directors") has set the close of business on December 1, 2025 as the record date (the "Record Date") for determining the holders of Common Shares (the "Shareholders"), the holders of Warrants (the "Warrantholders"), the holders of Options (the "Optionholders") and the holders of RSUs (the "RSUholders", collectively with the Shareholders, the Warrantholders and the Optionholders, the "TRUBAR Securityholders") who are entitled to receive notice of, and to vote at, the Meeting. Only persons shown on the registers of each of the Common Shares, the Warrants, the Options and the RSUs (collectively, the "TRUBAR Securities") at the close of business on the Record Date, or their proxyholders, will be entitled to attend the Meeting and vote on the Arrangement Resolution.

The Board of Directors (subject to the abstention of the Abstaining Directors (as defined in the Circular)), following receipt of the unanimous recommendation by a special committee (the "Special Committee") of the Board of Directors, unanimously determined that the Arrangement is fair to the TRUBAR Securityholders, from a financial point of view, and that the Arrangement is in the best interests of the Corporation.

Acting on the unanimous recommendation of the Special Committee, the Board of Directors (subject to the abstention of the Abstaining Directors), unanimously:

approved the Arrangement and the entry by the Corporation into the Arrangement Agreement, and the transactions contemplated thereby;
determined that the Arrangement is fair to the TRUBAR Securityholders and is in the best interests of the Corporation; and
resolved to recommend that the TRUBAR Securityholders vote IN FAVOUR of the Arrangement Resolution.

Registered TRUBAR Securityholders and duly appointed proxyholders who attend the Meeting in person will be able to attend, ask questions and vote at the Meeting. Beneficial (non-registered) TRUBAR Securityholders who receive this notice of special meeting of TRUBAR Securityholders and related materials through their broker, investment dealer, bank, trust company, custodian, nominee or other intermediary, should carefully follow the instructions of their intermediary to ensure that your TRUBAR Securities are voted at the Meeting in accordance with such TRUBAR Securityholders' instructions and to arrange for your intermediary to complete the necessary transmittal documents to ensure that you receive payment of the consideration for their TRUBAR Securities if the Arrangement is completed.

Whether or not you are able to attend the Meeting, TRUBAR Securityholders are urged to vote as soon as possible electronically, by telephone or in writing, by following the instructions set out on the applicable form of proxy or voting instruction form, as applicable, which accompanies this notice of special meeting of TRUBAR Securityholders. Proxies from (a) Registered Shareholders and registered Warrantholders must be received by Odyssey Trust Company, Attention: Proxy Department, and (b) Optionholders and RSUholders must be received by Norton Rose Fulbright, by not later than 10:00 a.m. (Toronto time) on January 9, 2026 (or 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed) unless the Chair of the Meeting determines to waive or extend the deadline at his or her discretion, without notice.

If you are a beneficial TRUBAR Securityholder and have received these materials through your broker or through another intermediary, please complete and return the voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided therein.

Pursuant to the interim order obtained from the Supreme Court of British Columbia in respect of the Arrangement (the "Interim Order"), registered Shareholders as of the close of business on the Record Date and as of the deadline for exercising dissent rights have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Common Shares in accordance with the provisions of sections 237 to 247 of the BCBCA, as modified by the Interim Order and the Plan of Arrangement. A registered Shareholder wishing to exercise rights of dissent with respect to the Arrangement must send to the Corporation a written objection to the Arrangement Resolution, which written objection must be received by the Corporation at 1800 – 510 West Georgia Street, Vancouver, British Columbia, Canada, V6B 0M3 (Attention: Kristopher Miks) by no later than 5:00 p.m. (Vancouver time) on January 9, 2026 (or by 5:00 p.m. (Vancouver Time) on the second business day immediately preceding the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the dissent procedures set forth in the provisions of sections 237 to 247 of the BCBCA, as modified by the Interim Order and the Plan of Arrangement, and described in the Circular. The registered Shareholders' rights to dissent are more particularly described in the Circular, and copies of the Plan of Arrangement, the Interim Order and the text of sections 237 to 247 of the BCBCA are set forth in Appendix B, Appendix D and Appendix G, respectively, of the Circular. Anyone who is a beneficial owner of Common Shares and who wishes to exercise a right of dissent should be aware that only registered Shareholders are entitled to exercise a right of dissent. Accordingly, a beneficial (non-registered) Shareholder who desires to exercise a right of dissent must make arrangements for the Common Shares beneficially owned by such holder to be registered in the name of such holder prior to the time the notice of dissent is required to be received by the Corporation or, alternatively, make arrangements for the registered Shareholder of such Common Shares to exercise the right of dissent on behalf of such Shareholder. A Shareholder wishing to exercise a right of dissent may only exercise such rights with respect to all Common Shares in which the holder owns a beneficial interest. It is recommended that you seek independent legal advice if you wish to exercise a right of dissent. Warrantholders, Optionholders and RSUholders are not entitled to exercise dissent rights. Failure to strictly comply with the requirements set forth in the BCBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent.

The Circular, this notice of special meeting, the letters of transmittal and the forms of proxy or voting instruction forms, as applicable, are being sent to TRUBAR Securityholders of record as at the Record Date, and are available under the Corporation's profile on the SEDAR+, online at www.sedarplus.com. Additionally, a copy of the Arrangement Agreement is available for inspections at the Corporations records

office located at 1800 – 510 West Georgia Street, Vancouver, British Columbia, Canada, V6B 0M3 and under the Corporation's profile on SEDAR+ at www.sedarplus.com.

By order of the Board of Directors

(signed) "Richard Kellam"

Richard Kellam
Chair of the Special Committee

TABLE OF CONTENTS

Page

GLOSSARY OF TERMS ... 4
MANAGEMENT INFORMATION CIRCULAR ... 21
INFORMATION ABOUT THE PARENT AND THE PURCHASER ... 21
NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA ... 21
CURRENCY ... 22
FORWARD-LOOKING STATEMENTS ... 22
SUMMARY OF CIRCULAR ... 24
GENERAL PROXY MATTERS ... 32
Meeting Information ... 32
Voting Instructions ... 32
Exercise of Discretion by Proxies ... 34
How the Votes will be Counted ... 35
Appointment of Proxies ... 35
If you are Unable to Attend the Meeting ... 36
Voting Securities and Principal Holders Thereof ... 36

THE ARRANGEMENT ... 37
Background to the Arrangement ... 37
Considerations of the Special Committee and the Board in Making their
Recommendation ... 43
Recommendation of the Special Committee ... 46
Recommendation of the Board ... 46
Fairness Opinion ... 47
Description of the Arrangement ... 47
Arrangement Mechanics ... 50
Support Agreements ... 53
Indemnity Agreement ... 54
Certain Legal and Regulatory Matters ... 55
Treatment of the Warrants ... 61
Treatment of the Options ... 61
Treatment of the RSUs ... 62

THE ARRANGEMENT AGREEMENT ... 62
The Arrangement ... 62
Representations and Warranties ... 64
Covenants ... 64
Acquisition Proposals ... 70
Conditions to Closing ... 73
Termination of the Arrangement Agreement ... 75
Guarantee ... 79
Amendments ... 79

DISSENT RIGHTS OF SHAREHOLDERS ...79

INFORMATION REGARDING THE CORPORATION ...81
- General ...81
- Description of Share Capital ...82
- Trading in Common Shares ...83
- Ownership of Common Shares ...83
- Commitments to Acquire Common Shares ...85
- Benefits from the Arrangement ...85
- Insider Support of the Arrangement ...85
- Previous Purchases and Sales by the Corporation ...85
- Previous Distributions ...85
- Dividend Policy ...87
- Expenses of the Corporation ...88
- Interest of Informed Persons in Material Transactions ...88
- Material Change in the Affairs of the Corporation ...88
- Other Information ...88
- Auditors ...89
- Transfer Agent ...89

INFORMATION REGARDING THE PARENT AND THE PURCHASER ...89
- The Parent ...89
- The Purchaser ...89

RISK FACTORS ...89
- Risks Relating to the Arrangement ...89
- Risks Relating to the Corporation ...92

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ...92
- Holders Resident in Canada ...93
- Holders Not Resident in Canada ...94

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ...96
- TRUBAR Securities held by Directors and Senior Officers of the Corporation ...96
- Insurance and Indemnification of Directors and Officers of the Corporation ...98
- Change in Control Payment ...98
- Other Compensation ...98

INTEREST OF EXPERTS...99
OTHER BUSINESS...99
ADDITIONAL INFORMATION...99
APPROVAL BY DIRECTORS...100
CONSENT OF MNP LLP...101
APPENDIX A ARRANGEMENT RESOLUTION
APPENDIX B PLAN OF ARRANGEMENT
APPENDIX C FAIRNESS OPINION
APPENDIX D INTERIM ORDER
APPENDIX E PETITION
APPENDIX F NOTICE OF HEARING OF PETITION FOR FINAL ORDER
APPENDIX G DISSENT PROVISIONS OF THE BCBCA

GLOSSARY OF TERMS

In this Circular, the following capitalized words and terms will have the following meanings, and unless there is something in the subject matter or context inconsistent therewith: (a) words in the singular number include the plural and are to be construed as if the plural had been used and vice versa; and (b) words importing the use of any gender include all genders where the context or party referred to so requires, and the rest of the sentence is to be construed as if the necessary grammatical changes had been made:

"2024 PP Warrants" means the outstanding warrants to purchase Common Shares pursuant to the Warrant Indenture or otherwise.

"2025 AIF" means the Corporation's annual information form dated April 22, 2025 for the year ended December 31, 2024.

"Abstaining Directors" means each of Erica Groussman and J.R. Kingsley Ward, who refrained from approving and recommending the resolutions of the Board in respect of the Arrangement due to such director's interest in the transaction contemplated thereby.

"Acquisition Proposal" means, other than the transactions contemplated by the Arrangement Agreement and any transaction involving only the Corporation and one or more of its wholly-owned Subsidiaries or between or among one or more of the Corporation's wholly-owned Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser or the Parent (or an affiliate of the Purchaser or the Parent or any Person acting jointly or in concert with the Purchaser or the Parent) relating to: (a) any sale, disposition, alliance or joint venture (or any lease, long-term supply agreement, license or other arrangement having the same economic effect as a sale or disposition), direct or indirect, in a single transaction or a series of related transactions, of or involving assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Corporation and its Subsidiaries or of 20% or more of the voting or equity securities of the Corporation or any of its Subsidiaries (or rights or interests in such voting or equity securities); (b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance of securities, sale of securities or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities of the Corporation or any of its Subsidiaries (including securities convertible or exercisable or exchangeable for voting, equity or other securities of the Corporation or any of its Subsidiaries); (c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding-up or other similar transaction involving the Corporation or any of its Subsidiaries; or (d) any other similar transaction or series of transactions involving the Corporation or any of its Subsidiaries.

"affiliate" has the meaning set forth in National Instrument 45-106 – Prospectus Exemptions.

"allowable capital loss" has the meaning set forth in "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Capital Losses".

"Arrangement" means an arrangement under Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement, the Plan of Arrangement and the Interim Order, or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement made as of November 23, 2025, among the Parent, the Purchaser and the Corporation, including the schedules thereto, as it may be amended or supplemented or modified from time to time in accordance with its terms.

"Arrangement Resolution" means the resolution approving the Plan of Arrangement to be considered at the Meeting, substantially in the form set forth in Appendix A of this Circular, to be considered at the Meeting.

"associate" has the meaning set forth in the Securities Act.

"Authorization" means with respect to any Person, any order, permit (including, for greater certainty, any International Trade Permit), certificate, approval, consent, waiver, licence, registration, qualification, certification or similar authorization of any Governmental Entity having jurisdiction over the Person.

"Bankruptcy Case" means PureKana's voluntary petition for relief under Chapter 7, Title 11 to the United States Bankruptcy Code, 11 U.S.C. §101 et seq. in the United States Bankruptcy Court for the District of New Jersey.

"BCBCA" means the Business Corporations Act (British Columbia).

"Beneficial Securityholder" has the meaning set forth in "General Proxy Matters – Voting Instructions – Beneficial Securityholders."

"Beneficial Shareholder" means a person who holds Common Shares through an Intermediary or who otherwise holds Common Shares not registered in the person's name.

"Board" or "Board of Directors" means the board of directors of the Corporation, as constituted from time to time.

"Board Recommendation" has the meaning set forth in "The Arrangement – Recommendation of the Board".

"Book-Entry Shares" will mean non-certificated Common Shares represented by book-entry.

"Broadridge" means Broadridge Financial Solutions, Inc.

"Bundy Payment" has the meaning set forth in "Interests of Certain Persons in Matters to be Acted Upon – Other Compensation".

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Vancouver, British Columbia, Toronto, Ontario or Eskisehir, Eskisehir Province, Turkey.

"Cap" means US$18,000,000, subject to downward adjustment in accordance with the terms of the Indemnity Agreement.

"CDS" means CDS Clearing and Depositary Services Inc.

"Change in Recommendation" has the meaning set forth in "The Arrangement Agreement – Termination of the Arrangement Agreement".

"Chapter 7 Trustee" has the meaning set forth in "The Arrangement – Background to the Arrangement".

"Circular" means this management information circular and accompanying Notice of Meeting (including all Appendices hereto), to be sent to the TRUBAR Securityholders, and such other Persons as may be required by the Interim Order, in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

"Claim" means any right or claim of any Person that may be asserted or made in whole or in part against the applicable Persons, or any of them, in any capacity, whether or not asserted or made, in connection with any indebtedness, liability or obligation of any kind whatsoever, and any interest accrued thereon or costs payable in respect thereof, whether at Law or in equity, including by reason of the commission of a tort (intentional or unintentional), by reason of any breach of contract or other agreement (oral or written), by reason of any breach of duty (including, any legal, statutory, equitable or fiduciary duty), by reason of any right of setoff, counterclaim or recoupment, or by reason of any equity interest, right of ownership of or title to property or assets or right to a trust or deemed trust (statutory, express, implied, resulting, constructive or otherwise), and together with any security enforcement costs or legal costs associated with any such claim, and whether or not any indebtedness, liability or obligation is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present or future, known or unknown, by guarantee, warranty, surety or otherwise, and whether or not any right or claim is executory or anticipatory in nature, including any claim made or asserted against the applicable Persons, or any of them, through any successor, assignee, affiliate, subsidiary, associated or related Person, or any right or ability of any Person to advance a claim for an accounting, reconciliation, contribution, indemnity, restitution or otherwise with respect to any matter, grievance, action (including any class action or proceeding before an administrative or regulatory tribunal), cause or chose in action, whether existing at present or commenced in the future.

"Clarus" means Clarus Securities Inc.

"Clarus Work Fee" has the meaning set forth in "The Arrangement – Background to the Arrangement".

"Collective Agreements" means all collective bargaining agreements, union agreements, or any similar agreements for the representation of the Corporation Employees or service providers applicable to the Corporation or any of its Subsidiaries and all related letters, memoranda of understanding or other written communication with bargaining agents for any Corporation Employees applicable to the Corporation or any of its Subsidiaries which impose obligations upon the Corporation or any of its Subsidiaries.

"Common Shares" means the common shares in the capital of the Corporation.

"Compensation Warrants" means a warrant to purchase Common Shares issued and outstanding pursuant to a warrant certificate and not governed by the terms and conditions of the Warrant Indenture.

"Competition Act" means the Competition Act (Canada), R.S.C. 1985, c. C-34, as amended.

"Confidentiality Agreement" means the mutual non-disclosure agreement between the Corporation and the Parent dated April 10, 2025.

"Consideration" means, for each Common Share, $1.64 in cash (without interest).

"Contract" means any agreement, commitment, engagement, contract, franchise, licence, lease, obligation or undertaking (written or oral) to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound or affected or to which any of the Corporation or any of its Subsidiaries' properties or assets is subject.

"Corporation" or "TRUBAR" means TRUBAR Inc.

"Corporation Employees" means the officers, managers, employees, in each case, whether active or inactive, unionized or non-unionized of the Corporation and its Subsidiaries.

"Court" means the Supreme Court of British Columbia.

"COVID-19 Subsidies" means the Canada Emergency Wage Subsidy, the Temporary Wage Subsidy, the Canada Emergency Rent Subsidy, the Canada Recovery Hiring Program, the Coronavirus Aid, Relief, and

Economic Security Act of 2020, the Continued Assistance Act, the Executive Order signed by President Trump on August 8, 2020, the Consolidated Appropriations Act of 2021, and any other COVID-19 related loan program or direct or indirect wage, rent or other subsidy offered by a Governmental Entity.

"CRA" has the meaning set forth in "Certain Canadian Federal Income Tax Considerations".

"Credit Facilities" means, collectively, all existing credit facilities and loans of TRUBAR and its Subsidiaries, including the loans granted pursuant to: (a) the loan consolidation agreement between Simply Better Brands Corp. (as predecessor to TRUBAR) and Two Shores Capital Corp. dated January 9, 2024; (b) the Promissory Notes; and (c) the amended and restated letter of agreement among Trubrands Snack Company Inc., as borrower, Tru Brands, Inc., as guarantor, and Bank of Montreal, as lender, dated April 29, 2025.

"Credit Facility Termination" has the meaning set forth in "The Arrangement Agreement – Covenants – Payoff and Release Letters".

"CVR" has the meaning set forth in "The Arrangement – Background to the Arrangement".

"CVR Agreement" has the meaning set forth in "The Arrangement – Background to the Arrangement".

"De Minimis Exclusion" has the meaning set forth in "The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters".

"Deal Points" has the meaning set forth in "The Arrangement – Background to the Arrangement".

"Depository" means Odyssey Trust Company, in its capacity as depositary for the Arrangement, or such other Person as the Purchaser may appoint to act as depositary in relation to the Arrangement, with the approval of the Corporation, acting reasonably.

"Disclosure Letter" means the disclosure letter dated the date of the Arrangement Agreement and all schedules, exhibits and appendices thereto, delivered by the Corporation to the Purchaser with the Arrangement Agreement.

"Dissent Notice" has the meaning set forth in "Dissent Rights of Shareholders".

"Dissent Rights" means the rights of dissent of Registered Shareholders as of the Record Date in respect of the Arrangement described in the Plan of Arrangement.

"Dissenting Non-Resident Holder" has the meaning set forth in "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Non-Resident Holders".

"Dissenting Resident Holder" has the meaning set forth in "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holders of Common Shares".

"Dissenting Shareholder" means a Registered Shareholder who has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of Common Shares in respect of which Dissent Rights are validly exercised by such holder.

"Dissenting Shares" means the Common Shares held by Dissenting Shareholders in respect of which such Dissenting Shareholders have given Dissent Notice.

"DRS Advice" has the meaning set forth in "The Arrangement – Arrangement Mechanics – Certificates and Payments".

"Effective Date" means the date on which the Arrangement becomes effective as set forth in Section 2.7 of the Arrangement Agreement.

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time on the Effective Date as the Purchaser and the Corporation may agree to in writing before the Effective Date.

"Employee Plans" means all health, welfare, supplemental unemployment benefit, change of control, bonus, commission, profit sharing, option, stock appreciation, savings, insurance, compensation, incentive, incentive compensation, deferred compensation, share purchase, share compensation, stock option, equity or equity-like (including phantom equity), disability, pension, savings, vacation, paid time off, leave, severance, notice or termination pay, employment, consulting, retirement or supplemental retirement plans or other employee, former employee, independent contractor, or director compensation or benefit plans, policies, trusts, funds, agreements or arrangements, whether written or oral, that: (a) are for the benefit of directors or former directors of the Corporation or any of its Subsidiaries, for the benefit of Corporation Employees or former Corporation Employees (and their respective dependents and beneficiaries), or consultants, independent contractors, or other service providers of the Corporation or any of its Subsidiaries; (b) are maintained, sponsored, contributed to or funded by or binding upon the Corporation or any of its Subsidiaries; or (c) are, or may be, a source of actual, contingent, or potential liability for the Corporation or any of its Subsidiaries.

"Estate" has the meaning set forth in "The Arrangement – Background to the Arrangement".

"Excluded Shareholders" has the meaning set forth in "The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters".

"Excluded Votes" has the meaning set forth in "The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters".

"Exclusivity Period" has the meaning set forth in "The Arrangement – Background to the Arrangement".

"Expense Reimbursement" has the meaning set forth in "The Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees and Expenses".

"Fairness Opinion" means the opinion of MNP to the effect that, as of the date of such opinion and based upon and subject to the scope of review, analysis, qualifications and assumptions set forth therein, the Arrangement is fair, from a financial point of view, to the Shareholders, a copy of which is attached as Appendix C to this Circular.

"Final Order" means the final order of the Court under Section 291 of the BCBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Corporation and the Purchaser, each acting reasonably) on appeal.

"Financial Statements" the Corporation's audited consolidated financial statements as at and for the fiscal years ended December 31, 2024 and 2023 (including any of the notes or schedules thereto, the auditor's report thereon and related management's discussion and analysis) and the unaudited consolidated interim financial statements as at and for the three months ended March 31, 2025 (including any of the notes or schedules thereto and related management's discussion and analysis).

"forward-looking statements" has the meaning set forth in "Forward-Looking Statements".

"Galloro Payment" has the meaning set forth in "Interests of Certain Persons in Matters to be Acted Upon – Other Compensation".

"Governmental Entity" means: (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public body, authority, department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (b) any subdivision or authority of any of the above; (c) any quasi-governmental, administrative or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) the TSXV.

"Groussman Change in Control Payment" has the meaning set forth in "Interests of Certain Persons in Matters to be Acted Upon – Change in Control Payment".

"Groussman Employment Agreement" has the meaning set forth in "Interests of Certain Persons in Matters to be Acted Upon – Change in Control Payment".

"Holder" has the meaning set forth in "Certain Canadian Federal Income Tax Considerations".

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee in effect at the relevant time, applied on a consistent basis.

"Indemnified Parties" has the meaning set forth in "The Arrangement – Indemnity Agreement – Summary of Indemnity Agreement – Indemnification".

"Indemnified Persons" has the meaning set forth in "Interests of Certain Persons in Matters to be Acted Upon – Insurance and Indemnification of Directors and Officers of the Corporation".

"Indemnitor" means VRG.

"Indemnitor's Fee" means US$1,724,000, subject to downward adjustment in accordance with the terms of the Indemnity Agreement.

"Indemnity Agreement" means the indemnity agreement dated as of the date hereof by and among the Corporation, the Parent, the US Purchaser, the Purchaser, and VRG.

"Intellectual Property" means all proprietary rights provided in Law and at equity recognized under the Law of any jurisdiction in the world, whether under common law, by statute or otherwise, to all: (a) trademarks, service marks, certification marks, trade names, trade dresses, fictitious business names, logos, designs, uniform resource locators, internet domain names, social media accounts and handles, tag lines, and slogans whether in word, mark, stylized or design format, registered and unregistered, throughout the world and all common law rights in and any associated goodwill with any of the foregoing; (b) patents and patent applications (respectively issued or filed throughout the world), industrial designs, utility models, as well as any re-examinations, extensions, and reissues thereof and any divisionals, continuations, continuation-in-parts and any other applications or patents that claim priority from such patents and applications; (c) works of authorship, websites, mask work rights, database rights, and design rights, copyrights, registered and unregistered, and all rights, claims and privileges pertaining thereto, including moral rights and the benefit of any waivers of moral rights; (d) software algorithms, firmware, databases, data collections and related documentation and materials, including source code, object code, code repositories, development tools, application programming interfaces, user interfaces, architecture, files, models, model weights, manuals, programmers' notes, derivative works, foreign language versions, fixes, upgrades, updates, enhancements, current and prior versions and releases, and all media and other tangible property necessary for the delivery or transfer of any of the foregoing; (e) artificial intelligence technologies, including machine learning technologies and deep learning technologies; (f) trade secrets, inventions (whether or not patentable), know-how, concepts, formulas, processes, invention disclosures, technology, technical data, preclinical and clinical data and results, methods, techniques, research and development, compilations, compositions, devices, specifications, reports, analyses, data analytics, customer lists, supplier lists, pricing information, cost information, business plans, business proposals

marketing plans, and marketing proposals or other proprietary or confidential information and data; (g) any rights recognized under applicable Law that are equivalent or similar to any of the foregoing; and (h) all rights to sue and collect damages for past, present and future infringement of and other violations of any of the foregoing.

"Interim Order" means the interim order of the Court pursuant to Section 291 of the BCBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

"Intermediary" has the meaning set forth in "General Proxy Matters – Voting Instructions – Beneficial Securityholders".

"Kellam Payment" has the meaning set forth in "Interests of Certain Persons in Matters to be Acted Upon – Other Compensation".

"Laws" means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, Authorization, rule, regulation, by-law, order, injunction, judgment, decision, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, instruments, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

"Letters of Transmittal" means the letters of transmittal to be sent by the Corporation to the Registered Shareholders and the registered Warrantholders for use in connection with the Arrangement or such other equivalent form of letter of transmittal acceptable to the Purchaser, acting reasonably.

"Lien" means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, restriction or adverse right or claim or other third-party interest or encumbrance of any kind, in each case, whether contingent or absolute.

"LOI" has the meaning set forth in "The Arrangement – Background to the Arrangement".

"Losses" means any and all losses, liabilities, damages (including, to the extent claimed or paid to third parties, consequential, indirect or special damages), claims, assessments, judgements, charges, costs, expenses (including, without limitation, reasonable legal or other professional fees and expenses), settlements entered into in accordance with the Indemnity Agreement (including, without limitation, any amounts paid to settle an action, demand or dispute or satisfy any judgments), or demands, incurred, sustained or suffered by any of the Indemnified Parties in connection with the Subject Claims.

"Matching Period" has the meaning set forth in "The Arrangement Agreement – Acquisition Proposals – Superior Proposals".

"Material Adverse Effect" means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with such other changes, events, occurrences, effects, state of facts or circumstances, is or would reasonably be expected to be, material and adverse to the business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise) of the Corporation and its Subsidiaries, on a consolidated basis, but excluding any change, event, occurrence, effect, state of facts or circumstance arising in connection with or resulting from:

(a) any change, development, condition or event generally affecting the industries in which the Corporation or any of its Subsidiaries operate;

(b) any change in global, national or regional political conditions (including the outbreak of war or acts of terrorism affecting the jurisdictions in which the Corporation or its Subsidiaries conduct business) or in general economic, business, regulatory or market conditions or in national or global financial or capital markets;

(d) any epidemic, pandemic or disease outbreak;

(e) any change in Law or IFRS or in the interpretation or application of any Laws by any Governmental Entity;

(f) any action taken (or omitted to be taken) by the Corporation or any of its Subsidiaries that is consented to in writing by the Purchaser;

(g) any action taken (or omitted to be taken) by the Corporation or any of its Subsidiaries upon the express written request of the Purchaser or expressly required by the Arrangement Agreement;

(h) the failure of the Corporation to meet any internal, third party or public projections, forecasts, guidance or estimates of revenues or earnings or other financial metrics (it being understood that, unless otherwise excluded by (a) through (g) above, the causes underlying any such failure may be taken into account in determining whether a Material Adverse Effect has occurred);

(i) any change in the market price or trading volume of any securities of the Corporation (it being understood that, unless otherwise excluded by (a) through (g) above, the causes underlying such change in market price or trading volume may be taken into account in determining whether a Material Adverse Effect has occurred); or

(j) the execution, announcement or performance of the Arrangement Agreement or the consummation of the Arrangement, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Party with any Governmental Entity or any of its current employees, customers, securityholders, financing sources, vendors, distributors, suppliers, counterparties, partners, licensors or lessors;

provided, however, that with respect to clauses (a) through to and including (d) above, such matter does not have, or would not reasonably be expected to have, a materially disproportionate effect on the Corporation and its Subsidiaries, on a consolidated basis, relative to other comparable companies and entities operating in the industries and in the jurisdictions in which the Corporation and its Subsidiaries operate, and unless expressly provided in any particular section of the Arrangement Agreement, references in certain sections of the Arrangement Agreement to dollar amounts are not intended to be, and will not be deemed to be, illustrative or interpretive for purposes of determining whether a "Material Adverse Effect" has occurred.

"Material Contract" means any Contract of the Corporation or its Subsidiaries:

(a) that if terminated or modified or if it ceased to be in effect, would have or would reasonably be expected to have a Material Adverse Effect;

(b) that is a lease, sublease, license or right of way or occupancy agreement that is material to the business of the Corporation and its Subsidiaries, taken as a whole;

(c) that is a partnership agreement, shareholder agreement, limited liability company agreement, joint venture agreement or similar agreement or arrangement, relating to the

formation, creation or operation of any partnership, limited liability company, joint venture or other entity in which the Corporation or any of its Subsidiaries is a partner, member or joint venturer (or other participant);

(d) (a) under which indebtedness in excess of $100,000 is or may become outstanding; (b) pursuant to which the Corporation or any of its Subsidiaries has guaranteed any liabilities or obligations of another Person in excess of $100,000; or (c) pursuant to which the Corporation or any of its Subsidiaries has lent money to another Person in excess of $100,000;

(e) other than the Arrangement Agreement, restricting the incurrence of indebtedness by the Corporation or any of its Subsidiaries (including by requiring the granting of any Lien) or the incurrence of any Liens on any assets of the Corporation and its Subsidiaries, or restricting the payment of dividends by the Corporation or any of its Subsidiaries;

(f) (a) other than as set out in (ii) above and in respect of Contracts which are not Ordinary Course procurement Contracts, under which the Corporation and its Subsidiaries made payments in excess of $100,000 during the 12-month period ended June 30, 2025 or under which the Corporation and its Subsidiaries are obligated to make payments in excess of $100,000 over its remaining term, and (b) solely in respect of Ordinary Course procurement Contracts, under which the Corporation and its Subsidiaries made payments in excess of $250,000 during the 12-month period ended June 30, 2025 or under which the Corporation and its Subsidiaries are obligated to make payments in excess of $250,000 over its remaining term;

(g) (a) other than in respect of Contracts which are not Ordinary Course procurement Contracts, under which the Corporation and its Subsidiaries received payments in excess of $100,000 during the 12-month period ended June 30, 2025 or under which the Corporation and its Subsidiaries expect to receive payments in excess of $100,000 over its remaining term, and (b) solely in respect of Ordinary Course procurement Contracts, under which the Corporation and its Subsidiaries received payments in excess of $250,000 during the 12-month period ended June 30, 2025 or under which the Corporation and its Subsidiaries expect to receive payments in excess of $250,000 over its remaining term;

(h) that creates an exclusive business relationship with any other Person or grants a right of first offer or refusal or similar rights or terms to any Person;

(i) other than as set out in (f) and (g) above, that provides another Person the right to acquire or provide a set quantity or volume of products or services from or to the Corporation or any of its Subsidiaries having an aggregate value in excess of $100,000;

(j) that contains any exclusivity, non-competition or non-solicitation obligations of the Corporation or any of its Subsidiaries or grants "most-favoured nation" or similar rights;

(k) that limits or restricts in any respect: (a) any business practice of the Corporation or any of its Subsidiaries; (b) the ability of the Corporation or any of its Subsidiaries to engage in any line of business or carry on business in any geographic area; or (c) the scope of Persons to whom the Corporation or any of its Subsidiaries may sell assets, products or inventory to or acquire assets, products or inventory from or deliver services to or contract with for services;

(l) that relates to the development, ownership, use, registration, or enforcement of, or exercise of any rights under, any Intellectual Property, provided that (a) licenses of commercially available off-the-shelf software having a replacement cost of less than $100,000 that is not incorporated in, linked to, distributed with or used to host or provide any Corporation

software or any product or service of the Corporation or any of its Subsidiaries, and (b) nonexclusive licenses of Intellectual Property granted by the Corporation or any of its Subsidiaries to their customers in the Ordinary Course;

(m) that provides for the indemnification by the Corporation or any of its Subsidiaries of any Person or the assumption of any Tax, environmental or other liability of any Person (other than customary indemnification arrangements of directors of the Corporation and its Subsidiaries and Corporation Employees);

(n) that is a Collective Agreement;

(o) relating to any litigation or settlement thereof which does or could have actual or contingent obligations or entitlement of the Corporation or any of its Subsidiaries in excess of $10,000 and which have not been fully satisfied prior to the date of the Arrangement Agreement;

(p) providing for the acquisition or disposition by the Corporation or any of its Subsidiaries of any business, division or product line (whether by merger, amalgamation, sale of shares, sale of assets or otherwise) or capital stock or other equity interests of any other Person, in each case, pursuant to which any obligations of the Corporation or any of its Subsidiaries remain outstanding;

(q) for any capital expenditure or commitment to do so which individually or in the aggregate exceeds $100,000;

(r) relating to any interest rate, currency, commodity or hedging, swap, derivative or forward sale transactions which individually or in the aggregate exceeds $100,000;

(s) that is for the employment or engagement of any current Corporation Employees with an annual base compensation in excess of $100,000 or that is an agreement providing severance, termination notice, payment in lieu of notice or other termination payments, change of control payments, retention payments, or any other payments that could be triggered by the Arrangement, other than such as results by Law from the employment of an employee without an agreement as to notice, an indemnity in lieu of notice, termination pay or severance pay, or that is an agreement relating to loans to any current or former Corporation Employees;

(t) that is made with any (a) individual independent contractor or consultant, or (b) staffing agency, temporary employment agency, leasing agency, professional employer organization, or any other third-party through which employees are temporarily assigned to the Corporation or any of its Subsidiaries; and

(u) that is with any current or former director of the Corporation or any of its Subsidiaries or any current or former Corporation Employee or any of their respective associates or affiliates (other than employment contracts) or any Person that owns 10% or more of the outstanding Shares or with any such Person's associates or affiliates.

"Maturity Date" has the meaning set forth in "The Arrangement - Indemnity Agreement - Summary of Indemnity Agreement".

"Meeting" means the special meeting of TRUBAR Securityholders to be held in person on January 13, 2026 at 10:00 a.m. (Toronto time), or any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Arrangement Agreement and the Interim Order to consider, among other things, the Arrangement Resolution.

"MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

"MNP" means MNP LLP, a financial advisor to the Special Committee.

"MNP Engagement Agreement" has the meaning set forth in "The Arrangement – Fairness Opinion".

"NOBO" has the meaning set forth in "General Proxy Matters – Meeting Information – Beneficial Securityholders".

"Non-Resident Holder" has the meaning set forth in "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada".

"Norton Rose Fulbright" means Norton Rose Fulbright Canada LLP.

"Notice of Hearing of Petition" has the meaning set forth in "The Arrangement – Certain Legal and Regulatory Matters – Court Approval of the Arrangement".

"Notice of Meeting" means the notice of special meeting of TRUBAR Securityholders accompanying the Circular.

"Notice Shares" has the meaning set forth in "Dissent Rights of Shareholders".

"Notifiable Transactions Regulations" means the Notifiable Transactions Regulations (Canada), as amended.

"OBO" has the meaning set forth in "General Proxy Matters – Meeting Information – Beneficial Securityholders".

"officer" has the meaning set forth in the Securities Act.

"Omnibus Plan" means the omnibus plan of the Corporation adopted as of May 21, 2025, and any predecessor related thereto under which outstanding stock options, restricted stock units, warrants, or other equity has been granted by the Corporation or any of its Subsidiaries.

"Optionholders" means holders of Options.

"Options" means the outstanding options to purchase Common Shares issued pursuant to the Omnibus Plan.

"Ordinary Course" means, with respect to an action taken by the Corporation or its Subsidiaries, that such action is consistent with the past practices of the Corporation and its Subsidiaries and is taken in the ordinary course of the normal day-to-day operations of the business of the Corporation and its Subsidiaries and is not otherwise material and adverse to the Corporation and its Subsidiaries.

"Outside Date" means April 30, 2026, or such later date as may be agreed to in writing by the Parties.

"Parent" means ETI Gida Sanayi ve Ticaret Anonim Şirketi, a corporation existing under the laws of Turkey.

"Parent's Counsel" means, collectively, Stikeman Elliot LLP and Winston & Strawn LLP.

"Parties" means, collectively, the Corporation, the Purchaser and the Parent, and "Party" means any one of them.

"Permitted Contest" means any action taken by the Corporation or any of its Subsidiaries in good faith by appropriate proceedings diligently pursued to contest any Taxes, claims or Liens, provided that (a) the Corporation has established adequate reserves therefor in accordance with IFRS, (b) proceeding with such contest would not reasonably be expected to have a Material Adverse Effect, and (c) proceeding with such contest would not create a material risk of loss of, or interference with the use or operation of, a material part of the assets of the Corporation and its Subsidiaries.

"Permitted Liens" means, as of any particular time and in respect of the Corporation or any of its Subsidiaries, each of the following Liens:

(a) Liens for Taxes which are not delinquent or that are the subject of a Permitted Contest;

(b) Liens of contractors, subcontractors, mechanics, materialmen, carriers, workmen, suppliers, warehousemen, repairmen and similar Liens granted or which arise in the Ordinary Course;

(c) Liens arising under or in connection with zoning, building codes and other land use Laws regarding the use or occupancy of such real property or the activities conducted thereon which are imposed by any Governmental Entity;

(d) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, license, franchise, grant, Authorization or permit of the Corporation or any of its Subsidiaries, to terminate any such lease, license, franchise, grant, Authorization or permit, or to require annual or other payments as a condition of their continuance;

(e) easements, rights-of-way, encroachments, restrictions, covenants, conditions and other similar rights in or with respect to real property granted to or reserved by other Persons that, individually or in the aggregate, do not materially and adversely impair the current use and operation of the property subject, and provided that the same have been complied with by the Corporation or its Subsidiaries, as applicable;

(f) non-exclusive Intellectual Property licenses granted by the Corporation and its Subsidiaries in the Ordinary Course;

(g) Liens granted under the Credit Facilities; and

(h) Liens disclosed in connection with the Arrangement Agreement.

"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), syndicate or other entity, whether or not having legal status.

"Petition" means a petition to the Court.

"Plan of Arrangement" means the plan of arrangement proposed under Division 5 of Part 9 of the BCBCA, substantially in the form set forth in Appendix B, and any amendments, modifications, supplements or variations thereto made in accordance with such plan of arrangement and the terms of the Arrangement Agreement, or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"Preferred Shares" has the meaning set forth in "General Proxy Matters – Voting Securities and Principal Holders Thereof".

"Prior Offer" has the meaning set forth in "The Arrangement Agreement – Securities Law Matters – No Prior Offers".

"Proceeding" means demand, litigation, action, suit, complaint, filing, claim, counterclaim, arbitration, legal, administrative or other similar matter or proceeding to which any Indemnified Party is made a party or involved in by reason of the Subject Claims.

"Promissory Notes" means, collectively the: (a) promissory note granted by Simply Better Brands Corp. (as predecessor to the Corporation) in favour of Michael Galloro dated September 9, 2024; (b) promissory note granted by Simply Better Brands Corp. (as predecessor to the Corporation) in favour of Jive.com Inc. dated August 1, 2024; (c) promissory note granted by Simply Better Brands Corp. (as predecessor to the Corporation) in favour of VRG. dated August 1, 2024; and (d) Promissory note granted by Simply Better Brands Corp. (as predecessor to the Corporation) in favour of VRG dated April 22, 2025.

"Purchaser" means 1564128 B.C. Unlimited Liability Company, an unlimited liability corporation existing under the laws of the Province of British Columbia, a wholly-owned subsidiary of the Parent.

"Purchaser Loan" means a non-interest bearing demand loan from the Purchaser to the Corporation denominated in United States dollars in an aggregate principal amount equal to the aggregate amount of cash required by the Corporation to make the payments in Section 2.3(2), Section 2.3(3) and Section 2.3(4) of the Plan of Arrangement (including, for greater certainty, the amount of any applicable withholding that must be remitted and/or the employer portion of any social contributions in connection with any such payments), which shall be evidenced by way of a non-interest bearing demand promissory note granted by the Corporation in favour of the Purchaser.

"PureKana" means PureKana, LLC, a partially owned Subsidiary of the Corporation.

"Record Date" means December 1, 2025.

"Registered Securityholder" means a registered holder of TRUBAR Securities as recorded in the securities registers of the Corporation.

"Registered Shareholder" means a registered holder of Common Shares as recorded in the securities register of the Corporation.

"registrar" has the meaning set forth under the BCBCA.

"Regulatory Approvals" means any consent, waiver, permit, license, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case in connection with the Arrangement (including, for greater certainty, in connection with a change of control of TRUBAR or any of its Subsidiaries whether directly or indirectly or in connection with any of TRUBAR or its Subsidiaries' Authorizations).

"Release Carve-Outs" has the meaning set forth in "The Arrangement – Arrangement Mechanics – Release and Injunctions".

"Released Claims" has the meaning set forth in "The Arrangement – Arrangement Mechanics – Release and Injunctions".

"Released Parties" means, collectively, the Corporation, NO BS LIFE LLC, Tru Brands, Inc., Trubrands Snack Company Inc., BRN Acquisition Corp., AF1 Merger Subco, LLC and each of their affiliates and each of their respective current and former directors, officers and employees.

"representative" means any officer, director, employee, shareholder, representative (including any financial or other adviser) or agent of the Corporation or of any of its Subsidiaries.

"Required Arrangement Securityholder Approval" means:

(a) two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, each being entitled to one vote per Common Share held;

(b) two-thirds of the votes cast on the Arrangement Resolution by TRUBAR Securityholders, voting as a single class, present in person or represented by proxy at the Meeting, each being entitled to one vote per TRUBAR Security held; and

(c) a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, excluding for this purpose votes cast in respect of Common Shares that are held or controlled by the persons described in items (a) through (d) of Section 8.1(2) of MI 61-101.

"Resident Holder" has the meaning set forth in "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada".

"Right to Match" has the meaning set forth in "The Arrangement Agreement – Acquisition Proposals – Superior Proposals".

"RSUs" means the outstanding restricted share units granted under the Omnibus Plan.

"RSUholders" means holders of RSUs.

"Securities Act" means the Securities Act (Ontario).

"Securities Authority" means the Ontario Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

"Securities Laws" means the Securities Act (Ontario) and any other applicable Canadian provincial and territorial securities Laws, rules and regulations and published policies thereunder.

"SEDAR+" means the System for Electronic Document Analysis and Retrieval.

"Series 1 Preferred Shares" has the meaning set forth in "General Proxy Matters – Voting Securities and Principal Holders Thereof".

"Settlement Agreement" has the meaning set forth in "The Arrangement – Background to the Arrangement".

"Shareholders" means the registered and/or beneficial holders of Common Shares, as the context requires.

"Shares" means, collectively, Common Shares, Preferred Shares and Series 1 Preferred Shares.

"Special Committee" means the special committee of the Board formed in relation to the proposal to effect the transactions contemplated by the Arrangement Agreement.

"Subject Claims" has the meaning set forth in "The Arrangement – Indemnity Agreement – Summary of Indemnity Agreement".

"Subject Director Payments" has the meaning set forth in "Interests of Certain Persons in Matters to be Acted Upon – Other Compensation".

"Subsidiary" has the meaning set forth in the Securities Act.

"Superior Proposal" means any unsolicited bona fide written Acquisition Proposal from a Person who is an arm's length third party, made after the date of the Arrangement Agreement, to acquire not less than all of the outstanding Common Shares or all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis that:

(a) complies with Securities Laws and did not result from or involve a breach of Article 5 of the Arrangement Agreement or any other agreement between the Person making the Acquisition Proposal and the Corporation or any of its Subsidiaries;

(b) is reasonably capable of being completed without undue delay, taking into account, all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal;

(c) is not subject to any financing condition and in respect of which the Board (or any relevant committee thereof) determines that adequate arrangements have been made to ensure that the required consideration will be available to effect payment in full for all of the Common Shares or assets, as the case may be;

(d) is not subject to any access or due diligence condition; and

(e) the Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal, including all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal that it would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to the terms of the Arrangement Agreement).

"Superior Proposal Notice" has the meaning set forth in "The Arrangement Agreement – Acquisition Proposals – Superior Proposals".

"Support Agreements" means the support agreements that have been executed and delivered to the Purchaser as of November 23, 2025 from each of the Supporting Holders.

"Supporting Holders" means, collectively, Erica Groussman, J.R. Kingsley Ward, Richard Kellam, Michael Galloro, H. Brock Bundy, St. John Walshe, Laura Freimane, Luc Francillon, Claire Ughetto, Kate McDevitt and Natasha Port who have each executed a Support Agreement.

"Supreme Court Civil Rules" means Supreme Court Civil Rules, BC Reg 168/2009.

severance, social services, social security, disability, education, utility, surtaxes, tariffs, customs, import or export, and including all license and registration fees and all employment insurance, health insurance, parental insurance and government pension plan premiums or contributions and any deemed overpayment of Taxes or obligation to repay an amount in respect of COVID-19 Subsidies, (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) above or this clause (b), and (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of any obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party or otherwise pursuant to Contract or Law.

"Tax Act" means the Income Tax Act (Canada) and the regulations promulgated thereunder, each as amended.

"Tax Proposals" has the meaning set forth in "Certain Canadian Federal Income Tax Considerations".

"Tax Returns" means any and all returns, reports, declarations, elections, notices, forms, designations, filings, disclosures, schedules, attachments and statements (including any amendments, estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes (whether in tangible, electronic or other form).

"taxable capital gain" has the meaning set forth in "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Capital Losses".

"Termination Fee" has the meaning set forth in "The Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees and Expenses".

"third-party proxyholder" has the meaning set forth in "General Proxy Matters – Appointment of Proxies".

"Toronto Sublease" means the Sublease Agreement for Suite 1400 – 95 Wellington Street West, Toronto, ON M5J 2N7 between VRG Capital Inc. and the Corporation.

"Transfer Agent" means Odyssey Trust Company, in its capacity as the transfer agent and registrar for the Corporation.

"TRUBAR Securities" means, collectively, Common Shares, Warrants, Options and RSUs.

"TRUBAR Securityholders" means, collectively, Shareholders, Warrantholders, Optionholders and RSUholders.

"TSXV" means the TSX Venture Exchange.

"US Purchaser" means ETI North America Food Corporation, a corporation existing under the laws of the State of Delaware.

"VRG" means Vimy Ridge Group Investments Inc., a corporation existing under the laws of the Province of Ontario.

"Ward Payment" has the meaning set forth in "Interests of Certain Persons in Matters to be Acted Upon – Other Compensation".

"Warrant Indenture" means the warrant indenture dated May 9, 2024 between Simply Better Brands Corp. (as the predecessor to the Corporation) and Odyssey Trust Company.

"Warrantholders" means holders of Warrants.

"Warrants" means, collectively, the 2024 PP Warrants and the Compensation Warrants.

MANAGEMENT INFORMATION CIRCULAR

This Circular is furnished in connection with the solicitation of proxies by and on behalf of management of the Corporation for use at the Meeting to be held in person on January 13, 2026 at 10:00 a.m. (Toronto time), and any adjournment(s) or postponement(s) thereof.

Information contained in this Circular is given as of December 9, 2025, except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein. No Person has been authorized to give any information or to make any representation in connection with the Arrangement and other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Corporation.

This Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation of a proxy by any Person in any jurisdiction in which such solicitation or offer is not authorized or in which the Person making such solicitation or offer is not qualified to do so or to any Person to whom it is unlawful to make such solicitation or offer.

Information contained in this Circular is intended for the benefit of all TRUBAR Securityholders generally and cannot be construed as legal, tax or financial advice to TRUBAR Securityholders individually, as circumstances between such circumstances may differ, and TRUBAR Securityholders are urged to consult their own professional advisors in connection therewith. Descriptions in this Circular of the terms of the Arrangement Agreement, the Plan of Arrangement, the Support Agreements, the Fairness Opinion and the Interim Order are summaries of the terms of those documents. TRUBAR Securityholders should refer to the full text of each of these documents. The Arrangement Agreement and Support Agreements are available on the Corporation's SEDAR+ profile at www.sedarplus.com and copies of the Plan of Arrangement, the Fairness Opinion and the Interim Order are attached to this Circular as Appendices B, C, and D, respectively. A copy of the Arrangement Agreement and related documents will also be available for inspection by TRUBAR Securityholders during statutory business hours at the Corporation's head office at 95 Wellington Street West, Suite 1400, Toronto, Ontario, M5J 2N7 prior to the Meeting or any adjournment(s) or postponement(s) thereof. You are urged to carefully read the full text of the Plan of Arrangement.

INFORMATION ABOUT THE PARENT AND THE PURCHASER

Certain information in this Circular pertaining to the Parent and the Purchaser have been provided by the Parent and the Purchaser, including, but not limited to, information under "Information Regarding the Parent and the Purchaser". Although the Corporation does not have any knowledge that would indicate that such information is untrue or incomplete, neither the Corporation nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, or for the failure by the Purchaser or the Parent to disclose events or information that may affect the completeness or accuracy of such information.

NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA

TRUBAR is a corporation organized under the Laws of the Province of British Columbia. The solicitation of proxies involves securities of a Canadian issuer and is being effected in accordance with applicable corporate Laws and Securities Laws in Canada. Shareholders should be aware that the requirements applicable to the Corporation under Canadian Laws may differ from the requirements under corporate and securities laws relating to corporations in other jurisdictions.

The enforcement of civil liabilities under the securities laws of other jurisdictions outside of Canada may be affected adversely by the fact that the Corporation is organized under the Laws of the Province of British Columbia and all of its directors and executive officers are residents of Canada. You may not be able to

sue the Corporation or its directors or officers in a Canadian court for violations of foreign Securities Laws. It may be difficult to compel the Corporation to subject itself to a judgment of a court outside of Canada.

THE ARRANGEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY, NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

This Circular has been prepared in accordance with the disclosure requirements in effect in Canada, which differ from the disclosure requirements in effect in the United States.

TRUBAR Securityholders who are foreign taxpayers should be aware that the Arrangement described in this Circular may have tax consequences both in Canada and such foreign jurisdiction. The consequences for such TRUBAR Securityholders are not described in this Circular and such TRUBAR Securityholders are advised to consult their tax advisors to determine the particular tax consequences to them of the transactions contemplated in this Circular.

CURRENCY

All dollar amounts set forth in this Circular are in Canadian dollars, except where otherwise indicated. In this Circular, references to "$" are to Canadian dollars.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Circular may constitute forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Securities Laws, which are based on the opinions, estimates and assumptions of the Corporation's management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Forward-looking statements may include views related to the completion of the Arrangement, the anticipated benefits of the Arrangement, the conduct of the business of the Corporation from the date of the Arrangement Agreement until the earlier of the Effective Time and the time the Arrangement Agreement is terminated; covenants of Corporation in relation to the Arrangement; the timing for the implementation of the Arrangement, including the expected Effective Date, structure and effect of the Arrangement; the principal steps of the Arrangement; the receipt of the necessary securityholder and regulatory approvals; the timing of the Meeting; voting at the Meeting; the anticipated time of closing; the anticipated tax treatment of the Arrangement for TRUBAR Securityholders; statements made in and based upon the Fairness Opinion; the amounts received by the directors and senior officers of TRUBAR under the Arrangement; the delisting of the Common Shares and ceasing of the Corporation to be a reporting issuer, and other expectations of the Corporation, and are often, but not always, identified by the use of words such as "aim", "anticipate", "believe", "budget", "continue", "estimate", "expect", "forecast", "foresee", "may", "will", "plan", "outlook", "potential", "project", "predict", "seek", "strive", "targeting", "intend", "would", "could", "might", "should", or the negative of these terms or similar words suggesting future outcomes or statements regarding an outlook.

Such forward-looking statements reflect the Corporation's business judgment based on information currently available to the Corporation at the time they are made and on the Corporation's then-current view of future events and, as such, are subject to certain risks, uncertainties and assumptions, including those discussed below. Many factors could cause the Corporation's actual results, performance or achievements to differ materially from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

These risks and uncertainties include, but are not limited to, general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; relationships with employees, customers, business partners and competitors; actual or threatened epidemics, pandemics, outbreaks, or other public health crises; and diversion of management time on the Arrangement. There are also risks that are inherent in the nature of the Arrangement, including risks related to the Corporation's non-solicitation obligations and the Right to Match; failure to satisfy the conditions to the completion of the Arrangement, including as a result of a failure to obtain required regulatory, Court, TRUBAR Securityholder and other approvals (or to do so in a timely manner); risks related to the Corporation's obligation under the Arrangement Agreement to not take certain specified actions with respect to its business during the interim period; risks related to and uncertainty as to whether the Arrangement will be completed; the Arrangement may not be completed and the Corporation may be required to pay the Termination Fee (as defined herein); if the Arrangement is not completed, and the Corporation continues as an independent entity, the announcement of the Arrangement and the dedication of substantial resources of the Corporation to the completion of Arrangement could have an impact on the Corporation's current business relationships and could have a material adverse effect on the current and future operations, financial condition and prospects of the Corporation; risks related to the limited monetary remedies available to the Corporation upon termination of the Arrangement Agreement in certain circumstances, as well as risks related to the interests of the directors and senior officers of the Corporation, which may differ from those of the TRUBAR Securityholders.

The anticipated timeline for completion of the Arrangement may change for numerous reasons, including the inability to secure necessary regulatory, Court, TRUBAR Securityholder or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement.

As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this Circular. The Corporation cautions that the foregoing list is not exhaustive of all possible risk factors, as other factors could adversely affect the Corporation's results or the Arrangement. Additional risks and uncertainties (i) regarding the Corporation are described in the 2025 AIF and posted on the Corporation's SEDAR+ profile at www.sedarplus.com, and (ii) regarding the Arrangement are discussed under the "Risk Factors" section of this Circular.

Although the forward-looking statements contained in this Circular are based upon what the Corporation believes are reasonable assumptions, TRUBAR Securityholders are cautioned against placing undue reliance on such statements since actual results may vary materially from the forward-looking statements. The assumptions made in preparing the forward-looking statements may include the assumptions that the conditions to complete the Arrangement will be satisfied; that the Arrangement will be completed within the expected time frame at the expected cost; the ability of the Parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, Court, securityholder and other third party approvals; that the Parties will not fail to complete the Arrangement for any other reason, other expectations and assumptions which management believes are appropriate and reasonable, and the matters discussed under the "Risk Factors" section of this Circular.

Forward-looking statements are made as of the date of this Circular, and the Corporation does not intend, and does not assume any obligation, to update or revise such statements, except as may be required under applicable Laws. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement.

SUMMARY OF CIRCULAR

This summary should be read together with and is qualified in its entirety by the more detailed information contained elsewhere in this Circular, including the Appendices hereto. Capitalized terms in this summary have the meanings set out in the Glossary of Terms. TRUBAR Securityholders are urged to read this Circular, including the Appendices hereto, carefully and in its entirety.

Meeting and Record Date

The Meeting is scheduled to be held in person at 10:00 a.m. (Toronto time) on January 13, 2026 at the offices of Norton Rose Fulbright located at 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7. The Board has fixed the Record Date for determining TRUBAR Securityholders who are entitled to receive notice of and vote at the Meeting as December 1, 2025.

The Arrangement Resolution

At the Meeting, TRUBAR Securityholders will be asked to consider and, if deemed advisable, to pass the Arrangement Resolution, a copy of which is attached as Appendix A to this Circular. See "The Arrangement – Certain Legal and Regulatory Matters – TRUBAR Securityholder Approval" for a discussion of the TRUBAR Securityholder approval requirements to effect the Arrangement.

Voting at the Meeting

This Circular is being sent to all TRUBAR Securityholders as of the close of business on the Record Date. Only registered TRUBAR Securityholders whose names appear on the records of the Corporation, or the Persons they appoint as their proxyholders are permitted to vote at the Meeting. Beneficial TRUBAR Securityholders should follow the voting instructions provided by their Intermediaries so they can direct the voting of the TRUBAR Securities which they beneficially own. See "General Proxy Matters – Voting Instructions" for more information on how to vote at the Meeting.

Effect of the Arrangement

If the Arrangement is completed, pursuant to the Plan of Arrangement, each of the following events or transactions will occur and be deemed to have occurred and be taken and effective sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five-minute intervals starting at the Effective Time:

each outstanding Common Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined in accordance with the Plan of Arrangement, and:

(a) such Dissenting Shareholder will cease to be the holder of any such Common Share and will cease to have any rights as a holder of such Common Share and to have any rights as a Shareholder other than the right to be paid the fair value for any such Common Share by the Purchaser in accordance with the Plan of Arrangement;

(b) the name of such Dissenting Shareholder will be removed as a holder of Common Shares from the register of holders of Common Shares maintained by or on behalf of the Corporation; and

(c) the Purchaser be deemed to be the transferee of any such Common Share and will be recorded on the register of holders of Common Shares maintained by or on behalf of the Corporation as the holder of the Common Shares so transferred and will be deemed to be the legal and beneficial owner thereof;

2 each Warrant, whether vested or unvested, that is outstanding at the Effective Time, notwithstanding the terms of the Warrant Indenture, warrant certificate or any applicable agreement in relation thereto, will be, unconditionally vested and exercisable, and will be, without any further action by or on behalf of the Warrantholder, assigned and transferred by the holder thereof to the Corporation in exchange for (and in respect of the 2024 PP Warrants, subject to the surrender to the Depositary for cancellation of a certificate or DRS Advice which represented outstanding 2024 PP Warrants), a cash payment from the Corporation equal to the amount (if any) by which the Consideration exceeds the exercise price of such Warrant, multiplied by the number of Common Shares that such Warrant entitles the holder to purchase (for greater certainty, where such amount is zero or negative, neither the Corporation nor the Purchaser will be obligated to pay the holder of such Warrant any consideration in respect of such Warrant subject to applicable Tax withholdings and other source deductions (and paid through payroll to the extent applicable)), and each such Warrant will immediately be cancelled and terminated, and, with respect to each such Warrant transferred and terminated pursuant to Section 2.3(2) of the Plan of Arrangement, as of the effective time of such transfer and termination: (i) the holder thereof will cease to be the holder of such Warrant; (ii) the holder thereof will cease to have any rights as a holder in respect of such Warrant, or under the Warrant Indenture, warrant certificate or any applicable agreement in relation thereto, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to the Plan of Arrangement; (iii) such holder's name will be removed from the applicable register; and (iv) all agreements, grants and similar instruments relating thereto will be terminated and of no further force and effect;

3 each Option, whether vested or unvested, that is outstanding at the Effective Time, notwithstanding the terms of the Omnibus Plan or any applicable agreement in relation thereto, will be, unconditionally vested and exercisable, and will be, without any further action by or on behalf of the holder of such Option, assigned and transferred by the holder thereof to the Corporation in exchange for, a cash payment from the Corporation equal to the amount (if any) by which the Consideration exceeds the exercise price of such Option, multiplied by the number of Common Shares that such Option entitles the holder to purchase (for greater certainty, where such amount is zero or negative, neither the Corporation nor the Purchaser will be obligated to pay the holder of such Option any consideration in respect of such Option, subject to applicable Tax withholdings and other source deductions (and paid through payroll to the extent applicable)), and each such Option will immediately be cancelled and terminated, and, with respect to each such Option transferred and terminated pursuant to Section 2.3(3) of the Plan of Arrangement, as of the effective time of such transfer and termination: (i) the holder thereof will cease to be the holder of such Option; (ii) the holder thereof will cease to have any rights as a holder in respect of such Option or under the Omnibus Plan or any applicable agreement in relation thereto, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to the Plan of Arrangement; (iii) such holder's name will be removed from the applicable register; and (iv) all agreements, grants and similar instruments relating thereto will be terminated and of no further force and effect;

4 each RSU, whether vested or unvested, that is outstanding at the Effective Time, notwithstanding the terms of the Omnibus Plan or any applicable agreement in relation thereto, will be, unconditionally vested and will be, without any further action by or on behalf of the holder of such RSU, assigned and transferred by the holder thereof to the Corporation in exchange for (a) a cash payment from the Corporation equal to the Consideration, subject to applicable Tax withholdings and other source deductions, and paid through payroll to the extent applicable, and, with respect to each such RSU transferred and terminated pursuant to Section 2.3(4) of the Plan of Arrangement, as of the effective time of such transfer and termination: (i) the holder thereof will cease to be the holder of such RSU; (ii) the holder thereof will cease to have any rights as a holder in respect of such RSU or under the Omnibus Plan or any applicable agreement in relation thereto, other than the right to receive the consideration to which such holder is entitled pursuant the Plan of Arrangement; (iii) such holder's name will be removed from the applicable register; and (iv) all agreements, grants and similar instruments relating thereto will be terminated and of no further force and effect;

5 each outstanding Common Share (other than Common Shares held by any Dissenting Shareholder who has validly exercised such holder's Dissent Rights) will be deemed to have been assigned and transferred without any further act or formality by the holder thereof to the Purchaser in exchange for the Consideration, and

(a) the holder of such Common Share will cease to have any rights as a Shareholder other than the right to be paid the Consideration per Common Share in accordance with the Plan of Arrangement;

(b) the name of such holder will be removed from the register of holders of Common Shares maintained by or on behalf of the Corporation; and

(c) the Purchaser will be recorded on the register of holders of Common Shares maintained by or on behalf of the Corporation as the holder of the Common Shares so transferred and will be deemed to be the legal and beneficial owner thereof.

The exchanges and cancellations provided for in the Plan of Arrangement will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date. See "The Arrangement – Description of the Arrangement – Plan of Arrangement".

The Parties

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. 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's head office is located at 95 Wellington Street West, Suite 1400, Toronto, Ontario, M5J 2N7. The registered office of the Corporation is located at 1800 – 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3. The Common Shares are posted and listed for trading on the TSXV under the symbol "TRBR". For more information regarding TRUBAR, see "Information Regarding the Corporation".

The Purchaser is a corporation created and validly existing under the laws of British Columbia. The Purchaser was formed for the purpose of consummating the transactions contemplated by the Arrangement and is a wholly-owned subsidiary of the Parent. The Parent is a leading Turkish consumer goods company servicing the global snacks industry with its established portfolio of over 750 products available in more than 45 countries. The Parent's global presence and position as a key domestic player is rooted in its over 60 years of experience in the industry, focused on innovative growth and production of high-quality goods, which has grown into an end-to-end enterprise operating nine production facilities and employing more than 7,500 employees in its operation and distribution network. As a leading industrial enterprise in Turkey, the Parent continues to strengthen its domestic and international presence through its emphasis on quality and innovation.

See "Information Regarding the Parent and the Purchaser".

Background to the Arrangement

See "The Arrangement – Background to the Arrangement" for a summary of the main events that led to the execution of the Arrangement Agreement and certain meetings, negotiations, discussions and actions of the Parties that preceded the execution of the Arrangement Agreement and the public announcement of the Arrangement.

Recommendation of the Special Committee and the Board

The Special Committee, upon careful consideration of, among other things, the Fairness Opinion and advice of independent legal counsel and financial advisors, unanimously: (a) recommended that the Board approve the Arrangement and the entry by TRUBAR into the Arrangement Agreement, and the transactions contemplated thereby; (b) determined that the Arrangement is fair from a financial point of view to the

TRUBAR Securityholders, and is in the best interests of TRUBAR; and (c) recommended that the Board recommend that the TRUBAR Securityholders vote IN FAVOUR of the Arrangement Resolution.

The Board (subject to the abstention of the Abstaining Directors), after receiving the unanimous recommendation of the Special Committee and, upon careful consideration of, among other things, the Fairness Opinion and advice of legal counsel and financial advisors, unanimously: (a) approved the Arrangement and the entry by TRUBAR into the Arrangement Agreement, and the transactions contemplated thereby; (b) determined that the Arrangement is fair to the TRUBAR Securityholders and is in the best interests of TRUBAR; and (c) resolved to recommend that the TRUBAR Securityholders vote IN FAVOUR of the Arrangement Resolution.

Reasons for the Recommendation

In determining that the Arrangement is fair to TRUBAR Securityholders and in the best interest of TRUBAR, and in making their respective recommendations, the Special Committee and the Board considered and relied upon a number of factors, including: (i) the significant premium of the Consideration offered to the market value of the Common Shares; (ii) the certainty of value and immediate liquidity offered by the Arrangement; (iii) the Special Committee's review of alternatives and the status quo; (iv) the Arrangement and the Arrangement Agreement being the result of comprehensive negotiations; (v) pursuant to the Support Agreements, Supporting Holders holding or controlling approximately 16% of the total number of issued and outstanding Common Shares, 34% of the total number of issued and outstanding Warrants, 68% of the total number of issued and outstanding Options and 97% of the total number of issued and outstanding RSUs have agreed to vote in favour of the Arrangement; (vi) the Arrangement has no financing condition and a reasonable likelihood of completion; (vii) the Fairness Opinion provides that as of the date of such opinion and based upon and subject to the scope of review, analysis, qualifications and assumptions set forth therein, the Arrangement is fair, from a financial point of view, to the Shareholders; (viii) the Board's ability to respond to unsolicited Acquisition Proposals; (ix) the Termination Fee and the Expense Reimbursement not precluding the possibility of a potential third party Superior Proposal; (x) the Arrangement being subject to requisite TRUBAR Securityholder approval and Court approval; (xi) the fairness of the terms of the Arrangement Agreement to TRUBAR's stakeholders; (xii) the restrictions on TRUBAR's business between the execution of the Arrangement Agreement and the Effective Time (or until the Arrangement Agreement is terminated) are not expected to materially impair the Corporation's business; and (xiii) the availability of the Dissent Rights.

In the course of its deliberations, the Special Committee and the Board, in consultation with TRUBAR management and their legal and financial advisors, also identified and considered a number of potential risks (as described in greater detail under "Risk Factors") and issues relating to the Arrangement (as described under "The Arrangement – Considerations of the Special Committee and the Board in Making their Recommendation – Potential Issues Relating to the Arrangement").

Fairness Opinion

In determining to recommend the approval of the Arrangement to the Board, the Special Committee considered, among other things, the Fairness Opinion. The full text of the Fairness Opinion, setting out, among other things, the scope of review, assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Fairness Opinion, is attached as Appendix C to this Circular. This summary is qualified in its entirety by reference to the full text of the Fairness Opinion.

MNP was retained by the Special Committee to act as its independent financial advisor in connection with the Arrangement pursuant to the MNP Engagement Agreement. Pursuant to the MNP Engagement Agreement, MNP agreed to, among other things, provide the Special Committee with services related to the Arrangement, including a fairness opinion to the effect that, as of the date of such opinion and based upon and subject to the scope of review, analysis, qualifications and assumptions set forth therein, the Arrangement is fair, from a financial point of view, to the Shareholders.

Pursuant to the terms of the MNP Engagement Agreement, the Corporation agreed to pay MNP a fixed fee for rendering the Fairness Opinion that is not conditional on completion of the Arrangement. TRUBAR has also agreed to reimburse MNP for its reasonable out-of-pocket expenses incurred in connection with its services and to indemnify MNP against certain liabilities that might arise out of its engagement. The Fairness Opinion was prepared at the request of and for the information and assistance of the Special Committee in connection with its consideration of the Arrangement.

The Special Committee and the Board urge TRUBAR Securityholders to read the Fairness Opinion carefully and in its entirety.

See "The Arrangement – Fairness Opinion".

Plan of Arrangement

If the Arrangement is approved at the Meeting and the other conditions set out in the Arrangement Agreement are satisfied or waived at or before the Effective Time, then upon consummation of the Plan of Arrangement each of the events set out in the Plan of Arrangement, attached as Appendix B to this Circular, will be deemed to occur in the order specified therein. See "The Arrangement – Description of the Arrangement – Plan of Arrangement".

The Arrangement Agreement

On November 23, 2025, the Parent, the Purchaser and the Corporation entered into the Arrangement Agreement, under which the Parties agreed, subject to certain terms and conditions, to implement the Arrangement on the terms and conditions set out in the Plan of Arrangement. Under the Arrangement Agreement, the Corporation has agreed to, among other things, call the Meeting to seek approval of the Arrangement Resolution by TRUBAR Securityholders, and, if approved, apply to the Court for the Final Order. For a summary of certain provisions of the Arrangement Agreement, see "The Arrangement Agreement".

TRUBAR Securityholder Approval of the Arrangement

To be effective, the Arrangement Resolution must be approved, with or without variation, by the affirmative vote of at least: (a) two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, each being entitled to one vote per Common Share held; (b) two-thirds of the votes cast on the Arrangement Resolution by TRUBAR Securityholders, voting as a single class, present in person or represented by proxy at the Meeting, each being entitled to one vote per TRUBAR Security held; and (c) a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, excluding for this purpose votes cast in respect of Common Shares that are held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101.

The Arrangement Resolution must be passed for the Corporation to seek the Final Order and implement the Arrangement on the Effective Date. See "The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters".

Support Agreements

The Supporting Holders have entered into the Support Agreements. Pursuant to the Support Agreements, the Supporting Holders have agreed, subject to the terms thereof, to vote the TRUBAR Securities over which they exercise voting control in favour of the Arrangement.

In the aggregate, Supporting Holders holding or controlling approximately 16% of the total number of issued and outstanding Common Shares, 34% of the issued and outstanding Warrants, 68% of the total number of issued and outstanding Options and 97% of the issued and outstanding RSUs, have agreed to vote in favour of the Arrangement. In the event the Arrangement Agreement is terminated in accordance with its terms, obligations under the Support Agreements automatically terminate. See "The Arrangement – Support Agreements" for more information on the terms of the Support Agreements.

Non-Solicitation and Right to Match

The Arrangement Agreement contains customary exclusivity and non-solicitation provisions with respect to Corporation, with the customary right of the Board to respond to an unsolicited Acquisition Proposal that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal at any time prior to obtaining the approval by the TRUBAR Securityholders of the Arrangement Resolution. See "The Arrangement – Acquisition Proposals – Non-Solicitation" and "The Arrangement Agreement – Acquisition Proposals – Superior Proposals" for more information on the non-solicitation and Right to Match provisions.

Court Approval of the Arrangement

The Arrangement requires approval by the Court under Section 291 of the BCBCA. On December 9, 2025, the Corporation obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters and issued the Notice of Hearing of Petition for the Final Order to approve the Arrangement. The Interim Order is attached as Appendix D to this Circular, the Notice of Hearing of Petition for the Final Order is attached as Appendix F to this Circular and the Petition, which includes the relief sought in the Final Order, is set forth in Appendix E to this Circular. The Court hearing in respect of the Final Order is scheduled to take place at 9:45 a.m. (Vancouver time) on January 15, 2026 or as soon thereafter as counsel for the Corporation may be heard, at the courthouse at 800 Smithe Street, Vancouver, British Columbia (by Microsoft Teams), subject to the approval of the Arrangement Resolution at the Meeting or any adjournment or postponement thereof.

The Court will consider, among other things, the fairness and reasonableness of the terms and conditions of the Arrangement to TRUBAR Securityholders and the rights and interests of every Person affected. The Court may approve the Arrangement as proposed or as amended in any manner as the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. See "The Arrangement – Certain Legal and Regulatory Matters – Court Approval of the Arrangement".

MI 61-101 Requirements

The Corporation is subject to the requirements of MI 61-101. MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding certain interested or related parties and their joint actors and, in certain instances, approval and oversight of the transaction by a special committee of directors.

As the Arrangement is a "business combination" (as such term is defined in MI 61-101), the Arrangement requires approval of a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, excluding any votes in respect of Common Shares held by the Excluded Shareholders or related parties and joint actors, with such Excluded Shareholders representing an aggregate of approximately 16.29% of the issued and outstanding Common Shares.

For further details on applicability and impact of MI 61-101 on the Arrangement, see "The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters – Business Combination under MI 61-101".

Stock Exchange De-Listing and Reporting Issuer Status

The Common Shares are currently listed on the TSXV and trade under the stock symbol "TRBR". The Corporation expects that the Common Shares will be de-listed from the TSXV shortly following the Effective Date. It is also expected that the Corporation will apply to cease to be a reporting issuer in British Columbia, Alberta and Ontario after the Effective Date.

Dissent Rights

Registered Shareholders who are Registered Shareholders as of the close of business on the Record Date and as of the deadline for exercising Dissent Rights are entitled to Dissent Rights. Accordingly, a Beneficial Shareholder who desires to exercise Dissent Rights must make arrangements for the registered holder of such Common Shares to dissent on the holder's behalf.

Pursuant to the Interim Order, a Registered Shareholder who was a Registered Shareholder as of the close of business on the Record Date and as of the deadline for exercising Dissent Rights who fully complies with the dissent procedures in sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court, is entitled, if (and only if) and when the Arrangement becomes effective, to dissent and to be paid the fair value, determined as of immediately before the passing of the Arrangement Resolution, of the Common Shares held by such Shareholder in respect of which the Shareholder dissents. A Shareholder must exercise their Dissent Rights with respect to all (and not less than all) of the Common Shares beneficially held by such Shareholder. The description included in this Circular of the rights of Dissenting Shareholders is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the "fair value" of such holder's Common Shares, and is qualified in its entirety by reference to the full text of: (a) the Interim Order, which is attached as Appendix D to this Circular; (b) the Plan of Arrangement that is attached as Appendix B to this Circular; and (c) the dissent provisions of the BCBCA, which are attached as Appendix G to this Circular.

A Registered Shareholder wishing to exercise Dissent Rights with respect to the Arrangement must send to the Corporation a written Dissent Notice, which Dissent Notice must be received by TRUBAR Inc. c/o Norton Rose Fulbright at 1800 – 510 West Georgia Street, Vancouver, British Columbia, Canada, V6B 0M3, Attention: Kristopher Miks, by no later than 5:00 p.m. (Vancouver time) on January 9, 2026 (or by 5:00 p.m. (Vancouver Time) on the day that is two (2) Business Days prior to the day of the adjourned or postponed Meeting, if applicable), and must otherwise strictly comply with the dissent procedures described in this Circular and the Interim Order, the BCBCA and the Plan of Arrangement.

A Registered Shareholder who intends to exercise Dissent Rights should carefully consider and strictly comply with the provisions of sections 237 to 247 of the BCBCA, as modified by the Interim Order and the Plan of Arrangement. Failure to strictly comply with these provisions, as modified by the Interim Order and the Plan of Arrangement, and to adhere to the procedures established therein, may result in the loss of all rights thereunder. It is suggested that Shareholders wishing to avail themselves of their rights under those provisions seek their own legal advice.

For greater certainty, in addition to any other restrictions in the Interim Order and under the BCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) a Warrantholder in respect of such holder's Warrants; (ii) an Optionholder in respect of such holder's Options; (iii) an RSUholder in respect of such holder's RSUs; (iv) TRUBAR Securityholders who vote or have instructed a proxyholder to vote any TRUBAR Securities, as applicable, in favour of the Arrangement Resolution; and (v) any other Person who is not a Registered Shareholder as of the Record Date and as of the deadline for exercising Dissent Rights.

See "Dissent Rights of Shareholders" for further details.

Risk Factors

The Arrangement may not be completed. If the Arrangement is not completed, the Corporation will continue to face the risks that it currently faces and may face additional risks with respect to its affairs, business and operations and future prospects. Additionally, failure to complete the Arrangement could materially and negatively impact the trading price of the Common Shares. These and other risk factors described under "Risk Factors" should be carefully considered by TRUBAR Securityholders.

Income Tax Considerations

Shareholders should carefully read the information under "Certain Canadian Federal Income Tax Considerations" in this Circular, which sets out a general summary of certain tax considerations that may be applicable to Shareholders. Such disclosure is not intended to be legal or tax advice to any particular TRUBAR Securityholders. TRUBAR Securityholders should consult their own tax advisors with respect to their particular circumstances.

GENERAL PROXY MATTERS

This Circular is furnished in connection with the solicitation by the management of the Corporation of proxies to be used at the Meeting to be held in person at 10:00 a.m. (Toronto time) on January 13, 2026 at the offices of Norton Rose Fulbright located at 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7, or any adjournment(s) or postponement(s) thereof, to consider the matters set out in the Notice of Meeting accompanying this Circular.

Solicitation of Proxies

It is expected that the solicitation of proxies will be primarily by mail (or by email for the Options and RSUs) but proxies may also be solicited personally, by telephone, facsimile transmission, other electronic means or personal contact by the directors, officers or employees of the Corporation without special compensation.

TRUBAR Securityholders who have questions or need assistance with voting their TRUBAR Securities should contact Odyssey Trust Company by telephone at North America at 1 (888) 290-1175 or 1 (587) 885-0960 (from outside of North America) or by email at [email protected].

Meeting Information

Record Date and Attending the Meeting

The Board has fixed the Record Date for determining TRUBAR Securityholders who are entitled to receive notice of and vote at the Meeting as of December 1, 2025. TRUBAR Securityholders of record as at the close of business (Toronto time) on December 1, 2025, or their duly appointed proxyholders, will be entitled to attend and vote at the Meeting, or any adjournment or postponement thereof, in the manner and subject to the procedures described in this Circular.

Quorum

A quorum of Shareholders for the Meeting is two persons who are, or who represent by proxy, Shareholders who, in the aggregate, hold at least five percent (5%) of the issued Common Shares entitled to be voted at the Meeting.

Voting Instructions

You can vote your TRUBAR Securities by completing the appropriate proxy, or by providing voting instructions, or at the Meeting. Please follow the instructions below based on whether you are a Registered Securityholder or a Beneficial Securityholder.

Registered Securityholders

You are a Registered Shareholder if you have a share certificate and the Common Shares are registered in your name or if you hold Common Shares through direct registration. Registered Shareholders will find an applicable form of proxy enclosed.

You are a Warrantholder, Optionholder or RSUholder if you have, as applicable, (a) a warrant agreement, DRS Advice, or warrant certificate in respect of your Warrants, (b) an option agreement in respect of your Options, or (c) a restricted share unit agreement in respect of your RSUs. You will find an applicable form of proxy enclosed.

Voting by Proxy

Registered Securityholders can attend the Meeting and vote in person or in advance by proxy. Voting by proxy means you are giving the directors or officers of TRUBAR named in your form of proxy (or a third-party proxyholder as discussed below) the authority to attend the Meeting, or any adjournment(s) or postponement(s) thereof, and vote your TRUBAR Securities for you. To be effective, the applicable enclosed form of proxy in respect of your (a) Common Shares and Warrants must be received by the Transfer Agent: (i) by mail to Odyssey Trust Company, Attention: Proxy Department, Suite 1100-67 Yonge Street, Toronto, ON, M5E 1J8, Canada; (ii) by facsimile to 1-800-517-4553; or (iii) online at https://login.odysseytrust.com/pxlogin, and (b) Options and RSUs must be received by Norton Rose Fulbright (i) by mail to Norton Rose Fulbright Canada LLP, 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7, Attention: Sam Zadeh or (ii) by e-mail to [email protected]. In order to be valid and acted upon at the Meeting, proxies must be returned to the Transfer Agent or Norton Rose Fulbright, as applicable, not later than 10:00 a.m. (Toronto time) on January 9, 2026 (or 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed), unless the Chair of the Meeting determines to waive or extend the deadline, which may be done in the sole discretion of the Chair of the Meeting. By doing this, you are giving the directors or officers of TRUBAR who are named in the form of proxy the authority to vote your TRUBAR Securities at the Meeting, or any adjournment or postponement thereof.

You can choose a third-party proxyholder to be your proxyholder, including someone who is not a TRUBAR Securityholder or the person designated in the enclosed proxy. You can do so by following the instructions set out below under "Appointment of Proxies".

Voting at the Meeting

A Registered Securityholder does not need to complete or return a form of proxy if it plans to attend and vote at the Meeting. However, to ensure your representation at the Meeting, we encourage you to return the enclosed proxy or voting instruction form, whether or not you plan to attend in person. Sending your proxy or voting instruction form will not prevent you from voting in person at the Meeting.

If you appoint a proxyholder to vote your TRUBAR Securities, your proxyholder must attend and vote at the Meeting. Regardless of who you appoint as your proxyholder, you can either instruct that appointee how you would like to vote or you can let your appointee decide for you. You can do this by completing the applicable form or forms of proxy.

Changing your Vote

A Registered Securityholder who has submitted a proxy may revoke the proxy by delivering a signed instrument in writing, including another proxy bearing a later date, to the same address where the form of proxy was sent at any time up to 10:00 a.m. (Toronto time) two (2) Business Days preceding the Meeting, or if adjourned or postponed, preceding such reconvened Meeting, executed by the Registered Securityholder or his or her attorney authorized in writing or, if the Registered Securityholder is a corporation, by an officer or attorney thereof duly authorized, by depositing such instrument with the Transfer Agent or Norton Rose Fulbright, as applicable, before the deadline for filing proxies, or in any other manner permitted by Law or the articles of the Corporation. The revocation of a proxy does not, however, affect any matter on which a vote has been taken prior to the revocation.

If a Registered Securityholder revokes their proxy and does not replace it with another that is deposited before the deadline, they can still vote their TRUBAR Securities, but to do so they must attend the Meeting and follow the procedures for voting in person at the Meeting.

If a Registered Securityholder casts a vote at the Meeting, such Registered Securityholder will thereby revoke any previously submitted proxy. Registered Securityholders who do not wish to revoke a previously submitted proxy should not vote during the Meeting.

Beneficial Securityholder

If you are a beneficial (non-registered) TRUBAR Securityholder (a "Beneficial Securityholder"), meaning your TRUBAR Securities are held in the name of an intermediary ("Intermediary") (such as a bank, trust company or securities broker) or in the name of a clearing agency (such as CDS), your Intermediary will be the entity legally entitled to vote your TRUBAR Securities.

If you are a Beneficial Securityholder, you will have received these materials from your Intermediary or its agent (such as Broadridge), and your Intermediary is required to seek your instructions as to the manner in which to exercise the voting rights attached to your TRUBAR Securities. Your Intermediary will generally provide you with a voting instruction form or a proxy form. You should follow the voting instructions provided by your Intermediary.

Beneficial Securityholders have the option of not objecting to their Intermediary disclosing certain ownership information about them to TRUBAR (such Beneficial Securityholder are designated as non-objecting beneficial owners, or "NOBOs") or objecting to their Intermediary disclosing ownership information about them to TRUBAR (such Beneficial Securityholder are designated as objecting beneficial owners, or "OBOs"). In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, the Corporation has elected to send the Notice of Meeting, this Circular and a voting instruction form, instead of a proxy, directly to the NOBOs and indirectly through Intermediaries to the OBOs. The Corporation has agreed to pay for Intermediaries to deliver to OBOs the proxy-related materials and the relevant voting instruction form.

Every Intermediary has its own mailing procedures and provides its own return instructions, which you should carefully follow in order to ensure that your TRUBAR Securities are voted at the Meeting. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge, who mails a scannable voting instruction form. You are asked to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, you may vote online at www.proxyvote.com or by telephone using the number listed on the voting instruction form. The Corporation may utilize the Broadridge QuickVote™ service to assist shareholders with voting their shares.

Voting at the Meeting

Should a Beneficial Securityholder wish to attend and vote at the Meeting (or have another person attend and vote on behalf of the Beneficial Securityholder), the Beneficial Securityholder should follow the instructions for voting at the Meeting that are provided on the voting instruction form or form of proxy, as applicable, and refer to the instructions set out below under "Appointment of Proxies".

For greater certainty, Beneficial Securityholder should be aware that they are not entitled to use a voting instruction form or proxy form received from Broadridge or their Intermediary to vote their TRUBAR Securities directly at the Meeting. Instead, the Beneficial Securityholder must complete the voting instruction form or proxy form and return it as instructed on the form. The Beneficial Securityholder must complete these steps well in advance of the Meeting in order to ensure such TRUBAR Securities are voted.

Changing your Vote

If you have already sent your completed voting instruction form to your Intermediary and you change your mind about your voting instructions, or want to vote at the Meeting, contact your Intermediary to find out whether this is possible and what procedure to follow.

Exercise of Discretion by Proxies

On any ballot that may be called for, the TRUBAR Securities represented by a properly executed proxy given in favour of the person(s) designated in the enclosed form of proxy or voting instruction form will be voted in accordance with the instructions given on the form of proxy or voting instruction form, and if the

TRUBAR Securityholder specifies a choice with respect to any matter to be acted upon, such TRUBAR Securities will be voted accordingly.

If you do not specify on your proxy form how you want a proxyholder appointed by you (other than the management nominees) to vote your TRUBAR Securities, then your proxyholder can vote your TRUBAR Securities as such proxyholder sees fit. TRUBAR Securities represented by properly executed proxies in favour of the management nominees of the Corporation as designated in the proxy will be voted for or against the Arrangement Resolution in accordance with the instructions contained in the proxy. If a proxy appointing management nominees does not contain voting instructions, the TRUBAR Securities represented by such proxies will be voted "FOR" the Arrangement Resolution.

How the Votes will be Counted

Proxies in respect of Common Shares and 2024 PP Warrants will be counted by the Transfer Agent and proxies in respect of TRUBAR Securities other than Common Shares and 2024 PP Warrants will be counted by TRUBAR or Norton Rose Fulbright.

Appointment of Proxies

The following applies to TRUBAR Securityholders who wish to appoint a person (a "third-party proxyholder") other than the management nominees identified in the form of proxy or voting instruction form, as applicable, as proxyholder, including Beneficial Securityholder who wish to appoint themselves as proxyholder to attend and vote at the Meeting.

TRUBAR Securityholders who wish to appoint a third-party proxyholder to attend at the Meeting as their proxyholder and vote their TRUBAR Securities MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder.

In submitting your form of proxy or voting instruction form to appoint a third-party proxyholder, insert that person's name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. If you are a Beneficial Securityholder and wish to vote at the Meeting (or have another person attend and vote on your behalf), you must insert your own name (or the name of the person you want to attend and vote on your behalf) in the space provided on the voting instruction form sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary. By doing so, you are instructing your Intermediary to appoint you (or such other third-party proxyholder) as proxyholder. If your Intermediary receives a written request that you or your nominee be appointed as proxyholder, unless prohibited by law, your Intermediary must arrange, without expense to you, to appoint you or your nominee as proxyholder in respect of those TRUBAR Securities. It is important that you comply with the signature and return instructions provided by your Intermediary.

If you appoint a third-party proxyholder, other than the management nominees identified in the form of proxy or voting instruction form, as applicable, as proxyholder, including Beneficial Securityholder who wish to appoint themselves as proxyholder to attend and vote at the Meeting, such third-party proxyholder will need to attend the Meeting in order for your vote to be counted.

The proxyholder has discretion under the enclosed form of proxy to consider matters to come before the Meeting. The persons named in the enclosed proxy will have discretionary authority with respect to: (a) any amendments or variations of the matters of business to be acted on at the Meeting or any adjournment or postponement thereof; and (b) any other matters properly brought before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested.

As of the date of this Circular, management of TRUBAR knows of no such amendments, variations or other matters to come before the Meeting, other than the matters referred to in the Notice of Meeting accompanying the Circular. TRUBAR Securityholders who are planning on returning the accompanying form of proxy are encouraged to read the Circular carefully before submitting the form of proxy.

Beneficial Securityholders in the United States

If you are a Beneficial Securityholders located in the United States and wish to vote at the Meeting or, if permitted, appoint a third-party proxyholder, you must obtain a valid legal proxy from your Intermediary. Follow the instructions from your Intermediary included with the legal proxy form and the voting information form sent to you, or contact your Intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your Intermediary, you must then submit such legal proxy to the Transfer Agent. Requests for registration from Beneficial Securityholders located in the United States that wish to vote at the Meeting or, if permitted, appoint a third party proxyholder must be sent by e-mail or by courier to: [email protected] (if by e-mail), or Odyssey Trust Company, Attn: Proxy Department, Suite 1100-67 Yonge Street, Toronto, Ontario, M5E 1J8 (if by courier), and in both cases, must be labeled "Legal Proxy" and received by no later than 10:00 a.m. (Toronto time) on January 9, 2026, or not less than 48 hours (Saturdays, Sundays and holidays excepted) prior to the time any adjourned meeting is reconvened or any postponed meeting is convened.

TRUBAR Securityholders who have questions or need assistance with voting their TRUBAR Securities should contact Odyssey Trust Company.

If you are Unable to Attend the Meeting

In order for your vote to be counted, your voting instructions must be received before the date indicated on your voting instruction form, or if voting by proxy, by no later than 10:00 a.m. (Toronto time) on January 9, 2026, or not less than 48 hours (Saturdays, Sundays and holidays excepted) prior to the time any adjourned meeting is reconvened or any postponed meeting is convened.

Registered Shareholders and registered Warrantholders may vote by proxy using one of the following methods:

by fax within North America at 1-800-517-4553 (Toll Free);
by mail to Odyssey Trust Company, Attn: Proxy Department, Suite 1100-67 Yonge Street, Toronto, ON M5E 1J8; or
by Internet at https://login.odysseytrust.com/pxlogin.

Optionholders and RSUholders may vote by proxy using one of the following methods:

by mail to Norton Rose Fulbright Canada LLP, 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7, Attention: Sam Zadeh; or
by e-mail to Norton Rose Fulbright at [email protected].

Voting Securities and Principal Holders Thereof

The authorized capital of TRUBAR consists of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in a series (the "Preferred Shares"), including an unlimited number of series 1 preferred shares (the "Series 1 Preferred Shares"). Shareholders, Warrantholders, Optionholders and RSUholders will also be entitled to vote as a single class at the Meeting, each being entitled to one vote per Common Share or one vote per Common Share underlying, as applicable, the Warrants, Options and RSUs held.

As of the Record Date, the following TRUBAR Securities were issued and outstanding, 107,915,403 Common Shares, 5,478,567 Warrants, 5,539,500 Options and 3,813,897 RSUs. As of the Record Date, there were no Preferred Shares or Series 1 Preferred Shares issued and outstanding.

To the knowledge of the directors and executive officers of the Corporation, as of the Record Date, no Person beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to Common Shares.

To the knowledge of the directors and executive officers of the Corporation, as of the Record Date, no Person beneficially owns, or controls or directs, directly or indirectly, Warrants, Options or RSUs carrying 10% or more of the voting rights attached to such securities, except the following:

Name	No. of Warrants, Options and RSUs Beneficially Owned, Controlled or Directed, Directly or Indirectly	Percentage of Outstanding Warrants, Options and RSUs (as a single class)(1)
Erica Groussman	600,000 Warrants
1,117,000 Options
2,500,000 RSUs	28.43%
J.R. Kingsley Ward	1,103,571 Warrants
1,000,000 Options
1,037,500 RSUs	21.18%

Note:
(1) Based on an aggregate of 14,831,964 Warrants, Options and RSUs issued and outstanding as of the Record Date.

THE ARRANGEMENT

Background to the Arrangement

The terms and conditions of the Arrangement Agreement, together with the Support Agreements and other agreements executed concurrently therewith, are the result of extensive arm's length negotiations conducted among representatives of TRUBAR, the Special Committee and the Parent and its affiliates, with the assistance of their respective legal and financial advisors. The following is a summary of the material meetings, negotiations, discussions and principal events involving the Board, the Special Committee and the Parent and its affiliates leading up to the execution and public announcement of the Arrangement Agreement.

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. The Corporation's primary source of revenue is the sale of plant-based TRUBAR protein bars for health-conscious consumers, conducted under its wholly-owned subsidiary, Tru Brands, Inc. The Board and senior management of TRUBAR, with the assistance of outside advisors, has regularly engaged in the evaluation of TRUBAR's business, operations and long-term strategic outlook, with the goal of maximizing Shareholder value. In response to an evolving commercial landscape, including intensifying retail competition, rising input and operating costs and the need for significant investment in brand development and innovation, together with the substantial time and expense of public-company regulatory and reporting requirements, the Corporation has regularly assessed the strategic alternatives available to it, including potential strategic combinations, acquisitions and divestitures.

As part of its discussions from time to time with other food industry participants, including the Parent, representatives of TRUBAR have considered various business opportunities, including strategic partnerships, investments and other commercial relationships.

In March, 2025, the Corporation engaged in discussions with the Parent regarding potential collaborations between TRUBAR and the Parent. Following those discussions, in June, 2025, the Corporation was

approached by the Parent to seek the provision of certain non-public information to the Parent's advisors in order to allow the Parent to assess the potential for a transaction involving the Corporation.

In response to this, the Board held discussions regarding a potential transaction involving the Parent and, in considering the best interests of the Corporation (including all stakeholders of the Corporation), considered it a reasonable course of action to explore a potential arrangement with the Parent. Accordingly, on April 10, 2025, the Corporation's subsidiary, Tru Brands, Inc., entered into the Confidentiality Agreement with the Parent.

Following a series of meetings and discussions between representatives of the Corporation and the Parent that transpired over the subsequent months, during which time the Parent commenced its preliminary due diligence investigations, on June 10, 2025, the Board received a draft non-binding letter of intent (the "LOI") with respect to a potential sale of all or substantially all of the assets and related business of TRUBAR to the Parent. The draft LOI contemplated the transaction consideration as a combination of cash and a post-closing contingent earnout payment payable upon the Corporation achieving mutually agreed revenue and earnings before interest, taxes, depreciation and amortization thresholds over a four (4) year period following completion of the proposed transaction. The draft LOI also contemplated a 60-day exclusivity period (the "Exclusivity Period").

Between June 10, 2025 and June 18, 2025, after various negotiations and discussions between the Corporation and the Parent and their respective advisors, the terms and conditions of the LOI were finalized among the Parties. During this period, the Board engaged with its financial advisors and certain industry experts to ascertain the range of pricing for transactions of the nature proposed by the Parent. Upon an assessment of historical transactions in the space and the input of industry experts, the Board determined that the premium being offered by the Purchaser was above market given the stage of TRUBAR's growth trajectory. In light of the advice of industry experts and after consideration of historical transactions, the Board determined that the proposed price range was a significant premium to market and that proceeding with a formal process would put the proposed transaction at risk. Following an assessment of the terms and conditions of the LOI, the Board determined that the entering into of the LOI was advisable and in the best interests of the Corporation and authorized the Corporation to enter into the LOI. The LOI was executed on June 18, 2025.

Throughout its consideration of the LOI, the Board acknowledged potential or perceived conflicts of interest arising from the potential transaction and sought the advice of legal counsel on the appropriate steps to be taken. On June 23, 2025, the Board deemed it appropriate to establish the Special Committee, comprised of Richard Kellam, H. Brock Bundy and St. John Walshe, to consider and evaluate whether the potential transaction was in the best interests of the Corporation, including the effects of the potential transaction on the TRUBAR Securityholders and other stakeholders of the Corporation.

In selecting Messrs. Kellam, Bundy and Walshe to act as members of the Special Committee, the Board considered, among other things, their industry and transactional experience and determined that none of them had a relationship that could, in the view of the Board, reasonably interfere with the exercise of their judgement in respect of a potential transaction with the Purchaser. Further, none of Messrs. Kellam, Bundy or Walshe were or are officers or employees of the Corporation and all of them were and are independent directors of the Corporation under National Instrument 52-110 – Audit Committee and National Instrument 58-101 – Disclosure of Corporate Governance Practices.

As it was not anticipated that the Corporation would be required to obtain a formal valuation in connection with the potential transaction or that the Special Committee would be required to make a determination in respect of the value of any benefit to be received by a related party, in each case in accordance with MI 61-101, the Board determined that, in the context of the potential transaction, the Special Committee was sufficiently independent for purposes of MI 61-101. Furthermore, each of the members of the Special Committee acknowledged that certain compensation paid to them (such as the Subject Director Payments) may be considered a "collateral benefit" for the purposes of MI 61-101 and, accordingly, determined that in the case of the payment of such compensation each member's votes would be required to be excluded for the purposes of the minority approval requirements under MI 61-101.

Norton Rose Fulbright was engaged to act as legal advisor to the Special Committee. Concurrently with the formation of the Special Committee, the members of the Special Committee, together with Norton Rose Fulbright, carefully prepared a broad mandate for the Special Committee to, among other things, review and consider the potential transaction and make recommendations to the Board on whether such potential transaction (or other alternative transactions) would, if consummated, be in the best interests of the Corporation and fair to TRUBAR Securityholders and other stakeholders of the Corporation. Norton Rose Fulbright also briefed the members of the Special Committee regarding their duties under applicable Laws, including their obligation to protect the interests of the minority shareholders and to consider the impact of the potential transaction on the Corporation's other stakeholders.

The Board approved the Special Committee's mandate, without modification, and authorized the Special Committee to engage financial and other advisors and to negotiate or oversee the negotiation of the terms of a potential transaction with the Parent. As part of such approvals, Mr. Kellam was appointed to act as Chair of the Special Committee.

In the weeks of June 22, June 29 and July 5, 2025, the Special Committee met by video conference and corresponded regularly with Norton Rose Fulbright in respect of several matters related to the potential transaction, including the treatment of the interests of Warrantholders, Optionholders and RSUholders in connection with the potential transaction and the features and related tax considerations of the proposed transaction structure. During this time, the Corporation engaged Clarus, a boutique institutional investment dealer in which J.R. Kingsley Ward, Executive Chairman of the Corporation, is an investor and for which he acts as Chairman, as a financial advisor to the Corporation, to, among other things, assist the Corporation with structuring, capital markets strategy and financial analysis in respect of the potential transaction contemplated by the LOI. For these services, Clarus received a fixed fee in the amount of $200,000, which fixed fee is not conditional on completion of the Arrangement (the "Clarus Work Fee").

On July 10, 2025, representatives of the Corporation and the Parent met by videoconference to discuss various structuring matters and the timing of the potential transaction.

In the subsequent weeks, the Parent advanced its due diligence investigations and consideration of the potential transaction. During this time, it became reasonably apparent that the proposed structure of the transaction as a sale of all or substantially all of the assets and related business of TRUBAR was not feasible to TRUBAR from a tax impact perspective. As a result, the Parties agreed to mutually assess the feasibility of a share sale in the form of the Arrangement, being a statutory plan of arrangement under Division 5 of Part 9 of the BCBCA, giving consideration to the commercial terms initially proposed by the Parent under the LOI.

On August 14, 2025, the Special Committee met by video conference to receive advice from Norton Rose Fulbright in respect of its legal obligations, including a discussion of market practice regarding the receipt of a fairness opinion from an independent financial advisor, "majority of the minority" shareholder approval and other requirements under applicable securities laws in the event that a potential transaction by way of an arrangement and further negotiations with the Parent were to proceed. At this meeting, the Special Committee and Norton Rose Fulbright also discussed transaction costs, the requirement to prepare proxy materials, the Corporation's disclosure obligations regarding the Arrangement, the court process for the Arrangement under the BCBCA and general market perception.

On August 17, 2025, the Exclusivity Period under the LOI expired. Following the conclusion of the Exclusivity Period, the Corporation and the Parent determined to continue their discussions on a nonexclusive basis in order to further assess the potential transaction and determine whether the parties could reach mutually acceptable terms.

On August 28, 2025, Norton Rose Fulbright received an initial draft of the Arrangement Agreement prepared by Parent's Counsel, together with a list of discussion points identified by the Parent (the "Deal Points").

On August 29, 2025, the Special Committee met by video conference with Norton Rose Fulbright to discuss the draft arrangement agreement and the Deal Points. At this meeting, Norton Rose Fulbright presented

the Deal Points to the Special Committee, which presentation included a discussion of initial issues in respect of the Arrangement Agreement and the appropriateness and reasonableness of the Deal Points, including their adherence to customary market standards. The Special Committee engaged in a discussion regarding the Corporation's strategy for de-risking the potential transaction, including from a deal certainty perspective and with respect to the contingent-value rights (the "CVRs"), which has been introduced to replicate, in an Arrangement context, the post-closing earnout mechanism that was contemplated under the prior asset sale structure under the LOI. The Special Committee also considered the Corporation's current financial performance and its trading price and market capitalization in the context of the potential transaction and, supported by advice from Norton Rose Fulbright, considered a range of outcomes, including the Corporation's future business plan if it were to maintain status quo. Taking these considerations as a whole, the Special Committee determined that it was in the best interests of all stakeholders of the Corporation to continue negotiation with the Parent and authorized Mr. Kellam, as Chair of the Special Committee, to continue to negotiate with the Parent on the Corporation's behalf in view of settling the Deal Points.

Between August 30, 2025 and September 5, 2025, the Special Committee and the Parent, together with their respective legal and financial advisors, participated in further negotiations and discussions with respect to the terms of the Arrangement Agreement and the Arrangement, including the magnitude and form of the transaction consideration. The Special Committee considered that an all-cash consideration transaction was a more attractive alternative to TRUBAR Securityholders given it afforded greater certainty of value; however, the Parent indicated that it was unwilling to proceed with an all-cash offer at that time. See "The Arrangement – Considerations of the Special Committee and the Board in Making their Recommendation – Reasons for the Recommendation". During this period, the Special Committee continued to evaluate alternatives to the potential transaction, including maintaining the status quo.

During the week of August 31, 2025, the Special Committee initiated a series of interviews with potential independent financial advisors to assist the Special Committee in evaluating the potential transaction, considering alternatives and assessing the consideration payable under the potential transaction. Following a comprehensive assessment of such advisors, including an assessment of each of their qualifications to prepare a formal fairness opinion and with respect to their independence, the Special Committee determined that it would be appropriate for the Special Committee to engage MNP as independent financial advisor to the Special Committee.

On September 6, 2025, Norton Rose Fulbright, on behalf of the Special Committee, circulated a revised draft of the Arrangement Agreement to Parent's Counsel, which reflected the Special Committee's position on various of the Deal Points.

During the week of September 8, 2025, the Parties and their respective legal counsels continued to negotiate the draft Arrangement Agreement and members of the Special Committee continued discussions with the Purchaser, both with and without their respective legal and financial advisors, regarding the terms and conditions of the Arrangement Agreement, including the form of transaction consideration and the terms of the proposed CVRs.

On September 9, 2025, the Corporation formalized its engagement of MNP by entering into an engagement letter with MNP pursuant to which MNP agreed to provide an opinion as to the fairness of the consideration to be received by TRUBAR Securityholders in connection with a transaction. See "The Arrangement – Fairness Opinion".

On September 11 and September 12, 2025, Parent's Counsel circulated preliminary drafts of the Plan of Arrangement and the form of Support Agreement, as well as a draft CVR agreement (the "CVR Agreement"), for TRUBAR's consideration. Over the course of the week of September 15, 2025, the Special Committee supervised Norton Rose Fulbright's review of the preliminary draft transaction documents and, following discussion with and input from the Special Committee, Norton Rose Fulbright, on behalf of the Special Committee, circulated revised drafts of the foregoing agreements to Parent's Counsel.

Meanwhile, over the course of August through to the beginning of October 2025, settlement discussions between TRUBAR and Daniel E. Straffi, Chapter 7 Trustee (the "Chapter 7 Trustee") in respect of the bankruptcy estate of PureKana (the "Estate") had been advancing based on negotiations led by TRUBAR's legal counsel. The Board pursued such discussions as it believed a settlement would position TRUBAR to successfully pursue all strategic alternatives available to it, as well as provide the Corporation with financial flexibility and a streamlined portfolio and support the growth of the Corporation's brand and maximize Shareholder value.

In the weeks leading up to October 2025, it became reasonably apparent to the Board that the Corporation and the Chapter 7 Trustee would be successful in entering into a settlement. Before the opening of markets on October 10, 2025, TRUBAR announced that it and certain of its affiliates entered into a settlement agreement with the Estate to provide for mutual releases of the Corporation and the Chapter 7 Trustee in connection with the Estate and the Bankruptcy Case (the "Settlement Agreement").

Leading up to the announcement of the Settlement Agreement, the Parent's due diligence investigations became focused on the Bankruptcy Case. As a result, the Parent communicated its position to the Corporation and the Special Committee that, in order to complete the Arrangement, it would require additional protections in respect of, among other risks, the Bankruptcy Case.

As a result of this, J.R. Kingsley Ward, Executive Chairman of the Corporation, committed to have his affiliate, being the Indemnitor, provide an indemnity in favour of the Parent, a U.S. affiliate of the Parent, the Purchaser and the Corporation in order to provide the required protection. See "The Arrangement – Indemnity Agreement". In connection with the Indemnity Agreement, the Special Committee conferred with the Corporation's insurance advisors and obtained a series of quotes and proposals for insurance coverage in order to assess the market cost of the required indemnity.

Norton Rose Fulbright, on behalf of the Special Committee, prepared and circulated an initial draft of the Indemnity Agreement to Parent's Counsel on October 3, 2025. In the following weeks, the Parties, with their respective legal counsel in attendance, met by videoconference and corresponded regularly to discuss the terms and conditions of the Indemnity Agreement, culminating in Parent's Counsel circulating, on October 15, 2025, a revised draft Indemnity Agreement to Norton Rose Fulbright.

On October 17, 2025, Parent's Counsel circulated to Norton Rose Fulbright further revised drafts of the Arrangement Agreement, the Plan of Arrangement and the form of Support Agreement. At this time, the draft Arrangement Agreement contemplated certain revisions, including the transition to an all-cash transaction through the removal of the CVRs as a portion of the transaction consideration, reflecting the Special Committee's desire that Shareholders be afforded certainty of value.

On October 28, 2025, Norton Rose Fulbright, on behalf of the Special Committee, circulated to Parent's Counsel revised drafts of the Arrangement Agreement, the Plan of Arrangement, the form of Support Agreement and the Indemnity Agreement for the Parent.

On November 6, 2025, the United States Bankruptcy Court, District of New Jersey granted an order to approve the Settlement Agreement. The Chapter 7 Trustee did not receive any objections in respect of the Settlement Agreement, which proceeded unopposed and without objection.

Beginning on November 14, 2025, Parent's Counsel circulated a revised draft of the Indemnity Agreement, followed, on November 15, 2025, by revised drafts of the Arrangement Agreement and the Plan of Arrangement. The Special Committee met by video conference with Norton Rose Fulbright to discuss the terms and conditions of the revised Arrangement Agreement and, in connection with such meetings, continued to assess the relative benefits and risks of various alternatives to the Arrangement, including continued execution of the Corporation's existing strategic plan.

On November 18, 2025, Norton Rose Fulbright, on behalf of the Special Committee, circulated revised drafts of the Arrangement Agreement, the Plan of Arrangement, the form of Support Agreement and the

Indemnity Agreement to Parent's Counsel. At this time, the Plan of Arrangement and the forms Support Agreement were considered substantially settled by the Parties. From November 19, 2025 though to signing of the Arrangement Agreement, Parent's Counsel and Norton Rose Fulbright exchanged further drafts of the Arrangement Agreement and the Indemnity Agreement and also finalized the draft announcement of the Arrangement.

From early November 2025 through to the signing of the Arrangement Agreement, as part of its review process, the Special Committee specifically considered a number of matters relating to proceeding with the Arrangement, including whether the Consideration is likely to represent greater value than would reasonably be expected from the continued execution of the Corporation's existing strategic plan and whether it was reasonable to expect that the Corporation could consummate an alternative change of control transaction, on terms that were more favourable to TRUBAR Securityholders than the Arrangement. See also "The Arrangement – Considerations of the Special Committee and the Board in Making their Recommendation".

On November 22, 2025, the Special Committee met by videoconference with representatives of MNP and Norton Rose Fulbright to review the proposed final terms of the Arrangement Agreement, the Arrangement and related matters. At such meeting, MNP also delivered to the Special Committee the verbal Fairness Opinion. See "The Arrangement – Fairness Opinion".

As a result of the Special Committee having undertaken a thorough review and assessment of the Arrangement Agreement and the Arrangement, and the receipt of advice from Norton Rose Fulbright and MNP, including the receipt of the verbal Fairness Opinion, and, after considering the potential benefits and risks in proceeding with the Arrangement (including as further described under "The Arrangement – Considerations of the Special Committee and the Board in Making their Recommendation"), on November 22, 2025, the Special Committee unanimously recommended that the Board approve the entering into of the Arrangement Agreement and proceed with the proposed Arrangement on the basis that the Arrangement is fair, from a financial point of view, to the TRUBAR Securityholders and is in the best interests of the Corporation.

Immediately following the Special Committee meeting, the Board convened to review the Arrangement and the terms and conditions of the Arrangement Agreement. Following the Board's discussion and after considering, among other things, the recommendation of the Special Committee, the Board unanimously determined that the Arrangement (including the Consideration) is fair to the TRUBAR Securityholders and that the Arrangement is in the best interests of the Corporation. The Board unanimously authorized the Corporation to proceed with the Arrangement and to enter into the Arrangement Agreement, and resolved to unanimously recommend that the TRUBAR Securityholders vote in favour of the Arrangement Resolution. See "The Arrangement – Considerations of the Special Committee and the Board in Making Their Recommendation".

The compensation committee of the Board, upon the recommendation of an arm's length human resources advisory firm, further recommended, and the Board approved, subject to completion of the Arrangement, a one-time payment to certain directors and officers of the Corporation due to their significant contributions to the Corporation during the prior 15 to 24 month period, including with respect to the Bankruptcy Case, upon completion of the Arrangement. See "Interests of Certain Persons in Matters to be Acted Upon – Other Compensation". Given that the Corporation is not required to obtain a formal valuation under MI 61-101 in connection with the Arrangement, the Board was not required to make a determination regarding whether the members of the Special Committee qualified as independent directors within the meaning of MI 61-101, but considered the impact of such awards, including the Subject Director Payments, and determined that the provision of such awards, including the Subject Director Payments, was not expected to adversely affect the ability of the members of the Special Committee to carry out their mandate independently.

In the evening of November 23, 2025, the Parent, the Purchaser and the Corporation entered into the Arrangement Agreement and the Indemnity Agreement and the Parent entered into the Support Agreements with the Supporting Holders holding or controlling approximately $16\%$ of the total number of

issued and outstanding Common Shares, 34% of the total number of issued and outstanding Warrants, 68% of the total number of issued and outstanding Options and 97% of the total number of issued and outstanding RSUs.

Before the opening of markets on November 24, 2025, the Parties publicly announced the execution of the Arrangement Agreement and the transactions contemplated by the Arrangement. A copy of the Arrangement Agreement has been filed on the Corporation's SEDAR+ profile at www.sedarplus.com.

Considerations of the Special Committee and the Board in Making their Recommendation

Reasons for the Recommendation

In determining that the Arrangement is in the best interest of TRUBAR, and in making their respective recommendations, the Special Committee and the Board considered and relied upon a number of factors, including, among others, those listed below. The Special Committee and the Board did not attempt to assign relative weights to the various factors and individual members of the Special Committee and the Board may have given different weights to different factors. The following discussion of the information and factors considered and evaluated by the Special Committee and the Board is not intended to be exhaustive of all factors considered and evaluated by the Special Committee and the Board. The conclusions and recommendations of the Special Committee and the Board were made in light of the totality of the information and factors considered.

The following includes forward-looking information and the reasons for the recommendation and potential issues are subject to various risks and assumptions. See "Forward-Looking Statements" and "Risk Factors".

Significant Premium to Market Value. The Consideration to be paid pursuant to the Arrangement for each Common Share represents a 64% premium to the last closing price of the Common Shares prior to the announcement of the Arrangement and a 102% premium to the sixty (60) day volume-weighted average price of the Common Shares on the TSXV.
Certainty of Value and Immediate Liquidity. The Consideration is payable entirely in cash. By receiving the Consideration upon the completion of the Arrangement, TRUBAR Securityholders are provided with immediate liquidity and certainty of value and are able to eliminate the investment risk associated with owning shares of a corporation operating in a volatile business and economic environment, as well as exposure to other risks that are beyond the Corporation and its management's control.
Special Committee. The Special Committee is comprised of Richard Kellam (Chair), H. Brock Bundy and St. John Walshe, who were and are free from any interest and any business or other relationship with TRUBAR and the Purchaser that could, or could reasonably be perceived to, materially interfere with their ability to act with a view to the best interest of TRUBAR. The process of the Special Committee included the retention of Norton Rose Fulbright as legal advisor and MNP as independent financial advisor.
Review of Alternatives and the Status Quo. Prior to entering into the Arrangement Agreement, the Special Committee, with the assistance of its independent financial and legal advisors, and based upon their collective knowledge of the business, operations, financial condition, earnings and prospects of the Corporation, as well as their collective knowledge of the current and prospective environment in which the Corporation operates (including economic and political conditions), assessed the relative benefits and risks of various alternatives to the Arrangement, including continued execution of the Corporation's existing strategic plan and the possibility of soliciting other potential buyers of the Corporation. As part of that process, the Special Committee concluded that the Consideration is likely to represent greater value than would reasonably be expected from the continued execution of the Corporation's existing strategic plan, in light of the highly competitive

nature of the better-for-you wellness packaged goods industry, rising costs of raw materials, labour and transportation, the substantial capital and resources required to implement the Corporation's strategic plan and the limited availability and high cost of such capital if the Corporation remained publicly listed, and it was not reasonable to expect that the Corporation could consummate an alternative change of control transaction on terms that were more favourable to TRUBAR Securityholders than the Arrangement. The Special Committee continually assessed alternatives throughout the process of evaluating and negotiating the Arrangement and, ultimately, concluded that entering into the Arrangement Agreement was the most favourable alternative reasonably available.

Comprehensive Negotiations. The Arrangement and the Arrangement Agreement are the result of a comprehensive negotiation process that was undertaken with the oversight and participation of the Special Committee and the participation of legal counsel and financial advisors, which resulted in arm's length negotiations and an agreement with terms and conditions that are reasonable in the judgment of the Special Committee and the Board.
Support Agreements. The Supporting Holders have entered into Support Agreements pursuant to which they have agreed, subject to the terms thereof, to vote the TRUBAR Securities over which they exercise voting control in favour of the Arrangement. In the aggregate, Supporting Holders holding or controlling approximately 16% of the total number of issued and outstanding Common Shares, 34% of the issued and outstanding Warrants, 68% of the total number of issued and outstanding Options and 97% of the issued and outstanding RSUs, have agreed to vote in favour of the Arrangement. In the event the Arrangement Agreement is terminated in accordance with its terms, obligations under the Support Agreements automatically terminate.
No Financing Condition and Reasonable Likelihood of Completion. The Purchaser's obligations under the Arrangement Agreement are unconditionally and irrevocably guaranteed by the Parent, who has demonstrated commitment and credit worthiness which is indicative of the ability of the Parent to complete the transactions contemplated by the Arrangement. The Arrangement is not subject to a financing condition and the Purchaser has represented that, as of the Effective Date, the Purchaser will have sufficient funds available to satisfy the aggregate Consideration in accordance with the terms of the Arrangement Agreement. Further, the Arrangement is otherwise subject to a limited number of customary conditions.
Fairness Opinion. MNP, the independent financial advisor to the Special Committee, has provided the Special Committee with the Fairness Opinion to the effect that, as of the date of such opinion and based upon and subject to the scope of review, analysis, qualifications and assumptions set forth therein, the Arrangement is fair, from a financial point of view, to the Shareholders. See "The Arrangement – Fairness Opinion".
Ability to Respond to Superior Proposals. The terms and conditions of the Arrangement Agreement do not prevent a third party from making an unsolicited Acquisition Proposal. Subject to compliance with the terms of the Arrangement Agreement, the Board is not precluded from considering and responding to an unsolicited Acquisition Proposal that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal at any time prior to obtaining the approval by TRUBAR Securityholders of the Arrangement Resolution. In the event that a Superior Proposal is made and not matched by the Purchaser, the Arrangement Agreement may be terminated by TRUBAR and TRUBAR may enter into a definitive agreement with respect to such Superior Proposal, subject to the payment by the Corporation to the Purchaser of the Termination Fee in certain circumstances.
Termination Fee and Expense Reimbursement. In certain circumstances, upon the termination of the Arrangement Agreement, TRUBAR will be obligated to pay the Purchaser the Termination Fee and the Expense Reimbursement. In the view of the Special Committee and the Board, such fees would not preclude the possibility of a third party making a Superior Proposal. See "The

Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees and Expenses".

TRUBAR Securityholder and Court Approval. The Arrangement Resolution must be approved by at least: (a) two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, each being entitled to one vote per Common Share held; (b) two-thirds of the votes cast on the Arrangement Resolution by TRUBAR Securityholders, voting as a single class, present in person or represented by proxy at the Meeting, each being entitled to one vote per TRUBAR Security held; and (c) a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, excluding for this purpose votes cast in respect of Common Shares that are held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101. The Arrangement must also be approved by the Court, which will consider the fairness and reasonableness of the Arrangement to TRUBAR Securityholders.
Fair Treatment. In the Special Committee's and the Board's respective views, the terms of the Arrangement Agreement treat stakeholders of TRUBAR equitably and fairly, including payment of equivalent consideration to holders of the TRUBAR Securities other than the Common Shares on a per Common Share as-converted basis, and the Arrangement is expected to benefit TRUBAR and such stakeholders of TRUBAR.
Interim Period Restrictions. The restrictions on TRUBAR's business until the Arrangement is completed or the Arrangement Agreement is terminated are reasonable and are not expected to impair or materially affect TRUBAR's business during such period.
Availability of Dissent Rights. Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if ultimately successful, receive fair value for their Common Shares.

Potential Issues Relating to the Arrangement

In the course of their deliberations, the Special Committee and the Board, in consultation with TRUBAR management and their legal and financial advisors, also considered a number of potential risks (as described in greater detail under the heading "Risk Factors") and issues relating to the Arrangement, including the following:

Non-Solicitation. TRUBAR's non-solicitation obligations under the Arrangement Agreement and the Purchaser's right to match a Superior Proposal under the Arrangement Agreement and the quantum of the Expense Reimbursement, may discourage other parties from making a Superior Proposal. The Special Committee and the Board understood that such restrictions could limit the possibility that a Superior Proposal will emerge.
Conditions to Closing. Closing of the Arrangement is subject to certain conditions, including securityholder approval, which may not be forthcoming or satisfied.
Interim Period Restrictions. Under the Arrangement Agreement, TRUBAR has agreed, among other things, to operate its business in a certain manner during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time the Arrangement Agreement is terminated in accordance with its terms. Such restrictions may prevent TRUBAR from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement.
Non-Completion Risks. The risks to TRUBAR if the Arrangement is not completed, including the costs to TRUBAR in pursuing the Arrangement and the diversion of TRUBAR's management team

from the conduct of its day-to-day business, the potential impact on TRUBAR's current business relationships (including with current and prospective customers, employees, suppliers, joint venture partners and other industry partners) and the potential adverse effect on the market price of the Common Shares.

No Continued Benefit of TRUBAR Security Ownership. If the Arrangement is completed, TRUBAR will no longer exist as an independent publicly-traded Canadian company and Shareholders will be unable to participate in the longer-term potential benefits of the business of TRUBAR, including any benefits that may result from any improvement in TRUBAR's financial results, including as a result of current, recent or future contracts that may be awarded to TRUBAR.
Parties' Respective Rights to Terminate. Each of the Corporation and the Purchaser has the right, in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions of closing, to terminate the Arrangement Agreement.
Taxes. The Arrangement Agreement results in certain income tax consequences to the TRUBAR Securityholders. See "Certain Canadian Federal Income Tax Considerations".
Benefits of Certain Directors and Officers. Certain of the Corporation's directors and/or officers may receive additional and separate benefits in their capacity as such in connection with the Arrangement, than those received by the TRUBAR Securityholders generally in connection with the Arrangement. See "Interests of Certain Persons in Matters to be Acted Upon".
Transaction Costs. The Corporation has incurred and will continue to incur significant transaction costs and expenses in connection with the Arrangement, regardless of whether the Arrangement is completed.

Recommendation of the Special Committee

The Special Committee, upon careful consideration of, among other things, the Fairness Opinion and advice of independent legal counsel and financial advisors, unanimously:

recommended that the Board approve the Arrangement and the entry by the Corporation into the Arrangement Agreement, and the transactions contemplated thereby;
determined that the Arrangement is fair, from a financial point of view, to the TRUBAR Securityholders, and is in the best interests of the Corporation; and
recommended that the Board recommend that the TRUBAR Securityholders vote IN FAVOUR of the Arrangement Resolution.

Recommendation of the Board

approved the Arrangement and the entry by the Corporation into the Arrangement Agreement, and the transactions contemplated thereby;
determined that the Arrangement is fair to the TRUBAR Securityholders and is in the best interests of the Corporation; and

resolved to recommend that the TRUBAR Securityholders vote IN FAVOUR of the Arrangement Resolution (the "Board Recommendation").

Fairness Opinion

MNP was retained by the Special Committee to act as its independent financial advisor in connection with the Arrangement pursuant to an engagement agreement dated September 9, 2025 (the "MNP Engagement Agreement"). Pursuant to the MNP Engagement Agreement, MNP agreed to, among other things, provide the Special Committee with services related to the Arrangement, including a fairness opinion to the effect that, as of the date of such opinion and based upon and subject to the scope of review, analysis, qualifications and assumptions set forth therein, the Arrangement is fair, from a financial point of view, to the Shareholders.

At a meeting of the Special Committee held on November 22, 2025, MNP orally delivered to the Special Committee, and subsequently confirmed in writing the fairness opinion to the effect that, as of the date of such opinion and based upon and subject to the scope of review, analysis, qualifications and assumptions set forth therein, the Arrangement is fair, from a financial point of view, to the Shareholders. The full text of the Fairness Opinion, setting out, among other things, the scope of review, assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Fairness Opinion, is attached as Appendix C to this Circular. This summary of the Fairness Opinion is qualified in its entirety by reference to the full text of the opinion.

The Fairness Opinion is not a recommendation to any TRUBAR Securityholder as to how to vote on the Arrangement Resolution or act on any matter relating to the Arrangement or a recommendation to the Special Committee to enter into the Arrangement Agreement. The Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to the Corporation or in which the Corporation might engage or as to the underlying business decision of the Corporation to proceed with or effect the Arrangement. The Fairness Opinion is only one factor that was taken into consideration by the Special Committee in making its unanimous recommendation to the Board that the Board determine that the Arrangement is in the best interest of the Corporation and that the Consideration is fair to the Shareholders, that the Board authorize the Corporation to enter into the Arrangement Agreement and all related agreements and recommend that Shareholders vote in favour of the Arrangement Resolution. See "The Arrangement – Considerations of the Special Committee and the Board in Making their Recommendation – Reasons for the Recommendation". Neither MNP nor any of its affiliates is an insider, associate or affiliate (as such terms are defined in applicable Securities Laws) of the Corporation, any Subsidiary of the Corporation or any of their respective associates or affiliates.

The Special Committee and the Board urge Shareholders to review the Fairness Opinion carefully and in its entirety. See Appendix C of this Circular.

Description of the Arrangement

The following summary of the Plan of Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, a copy of which is attached as Appendix B.

Plan of Arrangement

The Arrangement will be implemented by way of a Court-approved plan of arrangement under the BCBCA pursuant to the terms of the Arrangement Agreement, the Interim Order and the Final Order.

Pursuant to the Plan of Arrangement, each of the following events or transactions will occur and be deemed to have occurred and be taken and effective sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five-minute intervals starting at the Effective Time:

each outstanding Common Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined in accordance with the Plan of Arrangement, and:

(b) the name of such Dissenting Shareholder will be removed as a holder of Common Shares from the register of holders of Common Shares maintained by or on behalf of the Corporation; and

each Warrant, whether vested or unvested, that is outstanding at the Effective Time, notwithstanding the terms of the Warrant Indenture, warrant certificate or any applicable agreement in relation thereto, will be, unconditionally vested and exercisable, and will be, without any further action by or on behalf of the Warrantholder, assigned and transferred by the holder thereof to the Corporation in exchange for (and in respect of the 2024 PP Warrants, subject to the surrender to the Depositary for cancellation of a certificate or DRS Advice which represented outstanding 2024 PP Warrants, if applicable), a cash payment from the Corporation equal to the amount (if any) by which the Consideration exceeds the exercise price of such Warrant, multiplied by the number of Common Shares that such Warrant entitles the holder to purchase (for greater certainty, where such amount is zero or negative, neither the Corporation nor the Purchaser will be obligated to pay the holder of such Warrant any consideration in respect of such Warrant subject to applicable Tax withholdings and other source deductions (and paid through payroll to the extent applicable)), and each such Warrant will immediately be cancelled and terminated, and, with respect to each such Warrant transferred and terminated pursuant to Section 2.3(2) of the Plan of Arrangement, as of the effective time of such transfer and termination: (i) the holder thereof will cease to be the holder of such Warrant; (ii) the holder thereof will cease to have any rights as a holder in respect of such Warrant, or under the Warrant Indenture, warrant certificate or any applicable agreement in relation thereto, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to the Plan of Arrangement; (iii) such holder's name will be removed from the applicable register; and (iv) all agreements, grants and similar instruments relating thereto will be terminated and of no further force and effect;
each Option, whether vested or unvested, that is outstanding at the Effective Time, notwithstanding the terms of the Omnibus Plan or any applicable agreement in relation thereto, will be, unconditionally vested and exercisable, and will be, without any further action by or on behalf of the holder of such Option, assigned and transferred by the holder thereof to the Corporation in exchange for, a cash payment from the Corporation equal to the amount (if any) by which the

Consideration exceeds the exercise price of such Option, multiplied by the number of Common Shares that such Option entitles the holder to purchase (for greater certainty, where such amount is zero or negative, neither the Corporation nor the Purchaser will be obligated to pay the holder of such Option any consideration in respect of such Option, subject to applicable Tax withholdings and other source deductions (and paid through payroll to the extent applicable)), and each such Option will immediately be cancelled and terminated, and, with respect to each such Option transferred and terminated pursuant to Section 2.3(3) of the Plan of Arrangement, as of the effective time of such transfer and termination: (i) the holder thereof will cease to be the holder of such Option; (ii) the holder thereof will cease to have any rights as a holder in respect of such Option or under the Omnibus Plan or any applicable agreement in relation thereto, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to the Plan of Arrangement; (iii) such holder's name will be removed from the applicable register; and (iv) all agreements, grants and similar instruments relating thereto will be terminated and of no further force and effect;

(a) the holder of such Common Share will cease to have any rights as a Shareholder other than the right to be paid the Consideration per Common Share in accordance with the Plan of Arrangement;
(b) the name of such holder will be removed from the register of holders of Common Shares maintained by or on behalf of the Corporation; and
(c) the Purchaser will be recorded on the register of holders of Common Shares maintained by or on behalf of the Corporation as the holder of the Common Shares so transferred and will be deemed to be the legal and beneficial owner thereof.

Adjustment to Consideration

If, on or after the date of the Arrangement Agreement, the Corporation declares, sets aside or pays any dividend or other distribution payable in cash, securities, property or otherwise with respect to the Common Shares, or sets a record date therefor that is prior to the Effective Date, then the Consideration will be

adjusted to reflect each such dividend or other distribution by way of a reduction in the Consideration by an amount equal to the amount of such dividend or distribution per Common Share.

Corporate Authorizations

The adoption, execution, delivery, implementation and consummation of all matters contemplated under the Plan of Arrangement involving the corporate action of any Person under the Plan of Arrangement will occur and be effective as of the Effective Time, and will be authorized and approved under the Arrangement and by the Court, where appropriate, as part of the Final Order, in all respects and for all purposes without any requirement of further action by such Person.

Arrangement Mechanics

Payment of Consideration

At or prior to the Effective Time, in accordance with the terms of the Arrangement Agreement, the Parent will (a) provide the Purchaser Loan; and (b) deposit, or arrange or cause to be deposited, for the benefit of the Shareholders (other than the Dissenting Shareholders), cash with the Depositary in the aggregate amount equal to the payments required by the Plan of Arrangement to be made to the Shareholders, which funds will be held by the Depositary in escrow as agent and nominee for the benefit of such Shareholders. The cash deposited with the Depositary by or on behalf of the Purchaser will be held in an interest-bearing account, and any interest earned on such funds will be for the account of the Purchaser. The cash deposited with the Depositary will not be used for any other purpose except as provided in the Plan of Arrangement.

Certificates and Payments

Common Shares

Upon surrender to the Depositary for cancellation of a certificate or a direct registration statement (DRS) (each, a "DRS Advice") which immediately prior to the Effective Time represented outstanding Common Shares that were transferred pursuant to the Plan of Arrangement, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Registered Shareholder represented by such surrendered certificate or DRS Advice will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder, the cash payment to which such holder has the right to receive under the Plan of Arrangement for such Common Shares, without interest, less any amounts withheld pursuant to the Plan of Arrangement, and any certificate or DRS Advice so surrendered will be cancelled. Upon receipt of a customary "agent's message" by the Depositary with respect to Book-Entry Shares that were transferred pursuant to the Plan of Arrangement, and such additional documents and instruments as the Depositary may reasonably require, the Depositary will deliver to such holder of such Book-Entry Shares, the cash payment to which such holder has the right to receive under the Plan of Arrangement for such Book-Entry Shares, without interest, less any amounts withheld pursuant to the Plan of Arrangement, and any Book-Entry Shares so surrendered will forthwith be cancelled.

The 2024 PP Warrants

Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding 2024 PP Warrants that were transferred pursuant to the Plan of Arrangement, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the registered Warrantholders represented by such surrendered certificate or DRS Advice will be entitled to receive in exchange therefor, and the Depositary will deliver to such registered Warrantholders, the cash payment to which such holder has the right to receive under the Plan of Arrangement for such 2024 PP Warrants, without interest, less any amounts withheld pursuant to the Plan of Arrangement, and any certificate or DRS Advice so surrendered will forthwith be cancelled. Upon receipt of a customary "agent's message" by the Depositary

with respect to book-entry Warrants and such additional documents and instruments as the Depositary may reasonably require, the Depositary will deliver to such holder of such book-entry Warrants, the cash payment to which such holder has the right to receive under the Plan of Arrangement for such book-entry Warrants, without interest, less any amounts withheld pursuant to the Plan of Arrangement, and any book-entry Warrants so surrendered will forthwith be cancelled.

Compensation Warrants, Options and RSUs

As soon as practicable after the Effective Time, the Purchaser will cause the Corporation, or the relevant Subsidiary of the Corporation, to pay to each former holder of Compensation Warrants, Options and RSUs as reflected on the register maintained by or on behalf of the Corporation in respect of the Compensation Warrants, Options and RSUs, the cash payment, if any, net of applicable withholdings pursuant to the Plan of Arrangement; provided that, any such cash payment may be paid through: (i) the normal payroll practices and procedures or equity plan management system of the Corporation and its Subsidiaries, as applicable; or (ii) by cheque (delivered to the holders of such Compensation Warrants, Options or RSUs, as applicable, as reflected on the registers maintained by or on behalf of the Corporation in respect of the Compensation Warrants, Options and RSUs, as applicable).

Procedural Matters

Until surrendered as contemplated by the Plan of Arrangement, each certificate or DRS Advice that immediately prior to the Effective Time represented Common Shares or 2024 PP Warrants (as the case may be) will be deemed after the Effective Time to represent only the right to receive upon such surrender the cash payment in lieu of such certificate or DRS Advice as contemplated by the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement. Any such certificate or DRS Advice formerly representing Common Shares or 2024 PP Warrants (as the case may be) not duly surrendered on or before the sixth (6th) anniversary of the Effective Date will cease to represent a claim by or interest of any former Shareholder or Warrantholder of any kind or nature against or in the Corporation or the Purchaser. On such date, all cash payments to which such former holder was entitled will be deemed to have been surrendered to the Purchaser and will be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

Any payment made by way of cheque by the Depositary (or the Corporation or any of its Subsidiaries, if applicable) in accordance with the Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Corporation) or that otherwise remains unclaimed, in each case, on or before the sixth (6th) anniversary of the Effective Time, and any right or claim to payment under the Plan of Arrangement that remains outstanding on the sixth (6th) anniversary of the Effective Time will cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Common Shares, Warrants, Options or RSUs in accordance with the Plan of Arrangement will terminate and be deemed to be surrendered and forfeited to the Purchaser or the Corporation, as applicable, for no consideration.

No TRUBAR Securityholder will be entitled (following the completion of the Plan of Arrangement) to receive any consideration with respect to such TRUBAR Securities other than the applicable consideration, if any, to which such holder is entitled to receive in accordance with the Plan of Arrangement. No dividend or other distribution declared or made after the Effective Time with respect to any securities of the Corporation with a record date on or after the Effective Date will be delivered to the holder of any un-surrendered certificate or DRS Advice which, immediately prior to the Effective Date, represented outstanding Common Shares that were transferred pursuant to the Plan of Arrangement.

Withholding Rights

The Purchaser, TRUBAR and the Depositary, as applicable, will be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person under the Plan of Arrangement such amounts as the Purchaser, the Corporation or the Depositary, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, from such amount otherwise payable or

deliverable under any provision of any Laws in respect of Taxes. To the extent that such amounts are so deducted, withheld and remitted to the appropriate Governmental Entity, such amounts will be treated for all purposes under the Plan of Arrangement and the Arrangement Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Amendment and Termination

The Corporation and the Purchaser may amend, modify and/or supplement the Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (a) set out in writing, (b) approved by both the Purchaser and the Corporation, each acting reasonably, (c) filed with the Court and, if made following the Meeting, approved by the Court, and (d) communicated to the TRUBAR Securityholders and others as may be required by the Interim Order if and as required by the Court.

Release and Injunctions

Release

As of the Effective Date, each of the Released Parties will be released and discharged from all actions, causes of action, damages, judgments, executions, obligations, liabilities and Claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with or related to PureKana, including the Bankruptcy Case, the Arrangement, the Plan of Arrangement (and related proceedings) and any other proceedings commenced with respect to or in connection with the Plan of Arrangement, the transactions contemplated thereunder and any other actions or matters related directly or indirectly to the foregoing (collectively, the "Released Claims"); provided that, nothing in the Plan of Arrangement will release or discharge the following: (i) any of the Released Parties from or in respect of their respective obligations under the Plan of Arrangement, the Interim Order, the Final Order or any document ancillary to any of the foregoing; (ii) any director or officer of the Corporation or any of its Subsidiaries of their right to indemnity, insurance claims and employment-related rights or claims; or (iii) any act or omission arising out of any Released Party's gross negligence, actual and intentional fraud, willful misconduct, or criminal acts (as determined by a final non-appealable order from a court of competent jurisdiction) (collectively, the "Release Carve-Outs"). The foregoing release will not be construed to prohibit a party in interest from seeking to enforce the terms of the Plan of Arrangement or any contract or agreement entered into pursuant to, in connection with or contemplated by the Plan of Arrangement.

Injunctions

All Persons are permanently and forever barred, estopped, stayed and enjoined, on and after the Effective Date, with respect to any and all Released Claims, from: (i) commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever of any Person against the Released Parties, as applicable; (ii) enforcing, levying, attaching, collecting or otherwise recovering or enforcing by any manner or means, directly or indirectly, any judgment, award, decree or order against the Released Parties; (iii) creating, perfecting, asserting or otherwise enforcing, directly or indirectly, any lien or encumbrance of any kind against the Released Parties or their property; or (iv) taking any actions to interfere with the implementation or consummation of the Plan of Arrangement or the transactions contemplated thereunder; provided, however, that, the foregoing will not apply to the enforcement of any obligations under the Plan of Arrangement or any document, instrument or agreement executed to implement the Plan of Arrangement.

Letters of Transmittal

Registered Securityholders holding Common Shares and/or 2024 PP Warrants will have received with this Circular, a Letter of Transmittal. In order to receive the applicable consideration under the Arrangement, such TRUBAR Securityholders (other than the Dissenting Shareholders) must complete and sign the applicable Letter of Transmittal enclosed with this Circular and deliver it and the other documents required

by the Depositary, including, if applicable, certificates representing their Common Shares and the 2024 PP Warrants, to the Depositary in accordance with the instructions contained in the Letter of Transmittal. The Letters of Transmittal are only for use by Registered Shareholders and registered Warrantholders holding 2024 PP Warrants, as applicable. Beneficial Securityholders must contact their Intermediary to arrange for the surrender of their Common Shares and 2024 PP Warrants.

The Letters of Transmittal contain procedural information relating to the Arrangement and should be reviewed carefully. Registered Securityholders holding Common Shares and 2024 PP Warrants (other than the Dissenting Shareholders) can obtain additional copies of the Letters of Transmittal by contacting the Depositary. The applicable forms of Letters of Transmittal are available on the Corporation's SEDAR+ profile at www.sedarplus.com.

Support Agreements

The following is a summary of certain material provisions of the Support Agreements, but does not purport to be complete and may not contain all of the information about the Support Agreements that are important to you and is qualified in its entirety by reference to the full text of each Support Agreement. A copy of each Support Agreement is available on the Corporation's SEDAR+ profile at www.sedarplus.com.

Summary of Support Agreements

Pursuant to the Support Agreements, each Supporting Holder has agreed, subject to the terms and conditions of the Support Agreements, during the term of the Support Agreements, to, among other things, vote such Supporting Holder's TRUBAR Securities in favour of the Arrangement Resolution.

Each Support Agreement will terminate and be of no further force or effect upon the earliest to occur of:

(a) the mutual written agreement of the Parent and the Supporting Holder;

(b) the delivery of written notice by the Parent of termination to the Supporting Holder when the Parent is not in material default of its performance of its obligations under the Support Agreement, and without prejudice to any of the rights of the Parent under the Support Agreement and in the Parent's sole discretion, if: (i) any of the representations and warranties of the Supporting Holder under the Support Agreement are not true and correct in all material respects; or the Supporting Holder has not complied with any covenant to the Parent contained in the Support Agreement in all material respects, and, in each case, following any such written notice to the Supporting Holder of such default, such default is not rectified within three (3) Business Days of receipt of such written notice;

(c) the delivery of written notice by the Supporting Holder of termination to the Parent, when the Supporting Holder is not in material default of its performance of its obligations under the Support Agreement, and without prejudice to any of the rights of the Supporting Holder under the Support Agreement and in the Supporting Holder's sole discretion, if: (i) any of the representations and warranties of the Parent under the Support Agreement are not true and correct in all material respects; or (ii) there is an amendment to the Arrangement

Agreement which: (A) decreases the amount of the Consideration payable to the Supporting Holder under the Arrangement Agreement; (B) changes the form of the Consideration payable to the Supporting Holder; or (C) imposes additional material conditions on the completion of the Arrangement, and, in each case, following any such written notice to the Parent of such default, such default is not rectified within three (3) Business Days of receipt of such written notice;

(d) the occurrence of the Effective Time; and
(e) the termination of the Arrangement Agreement in accordance with its terms.

Indemnity Agreement

Summary of Indemnity Agreement

Indemnification

In connection with the Arrangement Agreement, the Corporation, the Purchaser, the US Purchaser, the Parent and VRG have agreed that 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 occurring), and (ii) the sixth (6th) anniversary of the effective date of the Indemnity Agreement (the "Maturity Date"), the Indemnitor will indemnify the Corporation, the Purchaser, US Purchaser and Parent and each of their subsidiaries (other than PureKana) (each, an "Indemnified Party" and collectively, the "Indemnified Parties"), up to a maximum of the Cap, for any Losses incurred, sustained or suffered by the Indemnified Parties arising from or in connection with any and all Proceedings that are or may be instituted or asserted against any of the Indemnified Parties based on, relating to, or that otherwise arises, directly or indirectly, in respect of: (i) the Bankruptcy Case and/or the operations of PureKana, including claims for contribution or indemnity from the Indemnified Parties; (ii) any claim for contribution by any current or former director or officer of PureKana with respect to allegations of breach of fiduciary or contractual obligations asserted to be owed by such Person; (iii) claims for contribution or indemnity brought against the Indemnified Parties by their respective employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors and other professionals arising from or in connection with the Bankruptcy Case and/or the operations of PureKana; and (iv) the investigation, pursuit, defence, claim over, counterclaim or settlement arising from or in connection with any Proceeding and/or the enforcement of any breach of the Indemnity Agreement (collectively, the "Subject Claims").

Duty to Mitigate; No Double Recovery

Subject to the obligations set forth in the Indemnity Agreement, notwithstanding anything contained in the Indemnity Agreement, the Corporation will use all commercially reasonable efforts to mitigate Losses resulting from any Subject Claim, including, without limitation, by first seeking to satisfy and, if possible, satisfying such Losses through any insurance available to the Corporation and/or its affiliates prior to any direct recovery from the Indemnitor. If any such recoveries are received by the Indemnified Parties after a payment has been made by the Indemnitor to the Indemnified Parties with respect thereto, then the Indemnified Party will promptly reimburse the Indemnitor for the amount so received or recovered.

Conduct of Subject Claims

VRG may, in its sole discretion, assume carriage and conduct of, and full and exclusive authority to manage, administer, defend and pursue the Subject Claims, including to prosecute, appeal, negotiate, resolve, settle, compromise, arbitrate or otherwise pursue or defend any of the Subject Claims, in whole or in part, and to oversee the recovery, disposition or other handling of any proceeds and damages awards of any such Subject Claim and any expenses thereof, all in the name of the Corporation, subject to and in accordance with the provisions of the Indemnity Agreement.

Consideration

In consideration of the Indemnitor's agreement to provide the indemnification specified under the Indemnity Agreement, the Purchaser, Parent, US Purchaser and the Corporation acknowledge and agree that the Corporation will be obligated to pay to the Indemnitor the Indemnitor's Fee, which will be due and payable on the effective date of the Arrangement.

Certain Legal and Regulatory Matters

Implementation of the Arrangement and Timing

The Arrangement will be implemented by way of a Court-approved plan of arrangement under the BCBCA pursuant to the terms of the Arrangement Agreement. The following procedural steps must be taken in order for the Arrangement to become effective: (a) the Required Arrangement Securityholder Approval must be obtained; (b) the Court must grant the Final Order approving the Arrangement; and (c) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by the appropriate party.

It is currently anticipated that the Arrangement will be completed during the first quarter of 2026; however, completion of the Arrangement is dependent on many factors and it is not possible at this time to determine precisely when or if the Arrangement will become effective. As provided under the Arrangement Agreement, the Arrangement cannot be completed later than April 30, 2026, without triggering termination rights under the Arrangement Agreement, unless such Outside Date is extended to a later date as permitted under the Arrangement Agreement or with the consent of both Parties.

TRUBAR Securityholder Approval

Notwithstanding the approval by the TRUBAR Securityholders of the Arrangement Resolution, the Arrangement Resolution authorizes the Board to, at their discretion, without notice to or approval of the TRUBAR Securityholders: (a) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement; and (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.

Court Approval of the Arrangement

The Court hearing in respect of the Final Order is scheduled to take place at 9:45 a.m. (Vancouver time) on January 15, 2026 or as soon thereafter as counsel for the Corporation may be heard, at the courthouse

at 800 Smithe Street, Vancouver, British Columbia (by Microsoft Teams), subject to the approval of the Arrangement Resolution at the Meeting or any adjournment or postponement thereof.

At the Court hearing, TRUBAR Securityholders who wish to participate or to be represented or to present evidence or argument may do so, subject to the rules of the Court. Although the authority of the Court is very broad under the BCBCA, the Corporation has been advised by legal counsel that the Court will consider, among other things, the fairness and reasonableness of the terms and conditions of the Arrangement to TRUBAR Securityholders and the rights and interests of every Person affected. The Court may approve the Arrangement as proposed or as amended in any manner as the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. The Final Order is required for the Arrangement to become effective.

Any person desiring to appear at the hearing of the application for the Final Order is required to indicate his, her or its intention to appear by filing with the Court and serving TRUBAR at the address set out below, as soon as reasonably practical and, in any case, by or before 12:00 p.m. (Vancouver time) on the date that is two (2) Business Days prior to the hearing of the application for the Final Order, a Response to Petition ("Response") in the form prescribed by the Supreme Court Civil Rules, including his, her or its address for service, together with a copy of all affidavits and other materials on which he, she or it intends to rely at the application. The Response and supporting materials must be delivered, within the time specified, to the Corporation at the following address:

Norton Rose Fulbright Canada, LLP
1800 – 510 West Georgia Street
Vancouver, British Columbia, Canada, V6B 0M3
Email: [email protected]
Attention: Thomas Moran

Subject to the Court ordering otherwise, other than the Parties, only those Persons who file a Response in compliance with the Petition, Interim Order and Supreme Court Civil Rules will be provided with notice of the materials to be filed with the Court and the opportunity to make submissions in support or opposition of the Final Order. In the event that the hearing is adjourned, only those Persons that have filed and delivered a Response in accordance with the terms of the Interim Order will be provided with notice of the adjourned hearing date and any filed materials.

TRUBAR Securityholders who wish to participate in or be represented at the Court hearing should consult with their legal advisors as to the necessary requirements.

Securities Law Matters

MI 61-101 Matters

TRUBAR is a reporting issuer or equivalent in British Columbia, Alberta and Ontario and is listed on the TSXV. As a result, TRUBAR is subject to the requirements of MI 61-101.

MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding certain interested or related parties and their joint actors and, in certain instances, independent valuations and approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 apply to, among other transactions, "business combinations", as defined in MI 61-101.

A "business combination" includes, for an issuer, a transaction (including an arrangement) (a) as a consequence of which the interest of a holder of an equity security of the issuer may be terminated without the holder's consent, and (b) where a person who is a "related party", as defined in MI 61-101, of the issuer

at the time the transaction is agreed to is entitled to receive, directly or indirectly, as a consequence of the transaction, a "collateral benefit" (as defined in MI 61-101).

A "collateral benefit", as defined in MI 61-101, includes any benefit that a related party of the Corporation (which includes the directors and senior officers of the Corporation) is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancement in benefits related to past or future services as an employee, director or consultant of the Corporation.

However, MI 61-101 excludes from the meaning of "collateral benefit" a payment per security that is identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, as well as certain benefits to a related party received solely in connection with the related party's services as an employee, director or consultant of an issuer or an affiliated entity of the issuer or a successor to the business of the issuer if, among other things, (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d)(i) at the time the transaction was agreed to, the related party and its associated entities beneficially own or exercise control or direction, over less than 1% of the outstanding securities of any class equity securities of the issuer (in this section, the "De Minimis Exclusion"), or (ii) (x) the related party discloses to an independent committee of the issuer the amount of consideration that the related party expects it will be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities beneficially owned by the related party, (y) an independent committee, acting in good faith, determines that the value of the collateral benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party expects to receive under the terms of the transaction for the equity securities beneficially owned by the related party, and (z) this determination of the independent committee is disclosed in the disclosure document for the transaction.

If a "related party" receives a "collateral benefit" in connection with the Arrangement, the Arrangement Resolution will also require "minority approval" in accordance with MI 61-101. If "minority approval" is required, the Arrangement Resolution must be approved by a majority of the votes cast, excluding the votes attached to "affected securities" (as defined in MI 61-101) beneficially owned, or over which control or direction is exercised, by : (a) "interested parties"; (b) "related parties" of interested parties; and (c) "joint actors" with any interested parties or related parties in respect of the Arrangement (each as defined in MI 61-101).

The Arrangement is a "business combination" under MI 61-101 since, as described below, certain related parties of the Corporation, at the time the Arrangement was agreed to, will be entitled to receive a "collateral benefit" as a consequence of the Arrangement.

The Corporation is not required to obtain a formal valuation under MI 61-101 as no "interested party" is, as a consequence of the Arrangement, directly or indirectly acquiring the Corporation or its business or combining with the Corporation, whether alone or with joint actors, and there is no "connected transaction" that would qualify as a "related party transaction" (as defined in MI 61-101) for which the Corporation would be required to obtain a formal valuation. In addition, as there is no requirement to obtain a formal valuation under MI 61-101, there is no requirement for the Corporation to appoint a committee of independent directors (as defined in MI 61-101) to oversee the Arrangement.

Collateral Benefits

Certain of the directors and senior officers of the Corporation hold Warrants, Options, and RSUs. If the Arrangement is completed, all Warrants, Options and RSUs, whether vested or unvested, will be unconditionally vested and exercisable at the Effective Time pursuant to the Plan of Arrangement, and such directors and senior officers holding such TRUBAR Securities will be entitled to receive a cash payment in exchange for their Warrants, Options or RSUs, as applicable, in accordance with the Plan of Arrangement,

with such Common Shares to be ultimately exchanged for the Consideration in accordance with the Plan of Arrangement, all as set out therein.

In addition: (a) the Groussman Employment Agreement provides for the payment of the Groussman Change in Control Payment, which is expected to become payable upon the completion of the Arrangement (see "Interests of Certain Persons in Matters to be Acted Upon – Change in Control Payment"); and (b) on November 22, 2025, in connection with the Arrangement, the compensation committee of the Board recommended, and, on November 22, 2025, the Board approved, subject to completion of the Arrangement, the Subject Director Payments, each of which represents compensation for the significant contributions of the non-executive directors of the Corporation over the preceding 15 to 24 month period and which are expected to become payable upon the completion of the Arrangement (see "Interests of Certain Persons in Matters to be Acted Upon – Other Compensation").

The accelerated vesting of Options and RSUs, the Groussman Change in Control Payment, the Indemnitor's Fee, the Clarus Work Fee and the Subject Director Payments may be considered "collateral benefits" for the purposes of MI 61-101. See "The Arrangement — Arrangement Mechanics" and "Interests of Certain Persons in Matters to be Acted Upon" in this Circular.

Each of Erica Groussman, J.R. Kingsley Ward, Richard Kellam, Michael Galloro, H. Brock Bundy, St. John Walshe, Laura Freimane, Luc Francillon, Claire Ughetto, Kate McDevitt and Natasha Port is a "related party" of the Corporation by virtue of such Person's role as a director and/or a senior officer of the Corporation. Following disclosure by each of the directors and senior officers of the Corporation of the number of TRUBAR Securities held by them and the benefits that they expect to receive pursuant to the Arrangement, as detailed under "Interests of Certain Persons in Matters to be Acted Upon", the Board has determined that, other than Ms. Groussman, and Messrs. Ward, Kellam, Galloro and Bundy, and their respective associated entities, the benefits (within the meaning of MI 61-101) which each of the directors and senior officers of the Corporation (who are related parties of the Corporation) are expected to receive in connection with the Arrangement fall within an exception to the definition of "collateral benefit" for the purposes of MI 61-101 since the benefits are received solely in connection with such Persons' services as directors or employees of the Corporation, or of an affiliated entity of the Corporation, and (a) are not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to them for their Common Shares, (b) are not conditional on them supporting the Arrangement in any manner, (c) full particulars of such benefits are disclosed in this Circular (see "Interests of Certain Persons in Matters to be Acted Upon"), and (d) at the time of the entering into of the Arrangement Agreement, such director or senior officer of the Corporation beneficially owned, or exercised control or direction over, less than 1% of the outstanding Common Shares, as calculated in accordance with MI 61-101, and, accordingly, will not be considered to have received a "collateral benefit" under MI 61-101 as a result of the De Minimis Exclusion and will be entitled to participate in the minority approval vote on the Arrangement Resolution.

For the purposes of MI 61-101, Ms. Groussman, Chief Executive Officer and director of the Corporation, is a related party of the Corporation entitled to receive a collateral benefit in connection with the Arrangement as a result of the cash payment to be received due to the accelerated vesting of certain Options and RSUs held by Ms. Groussman and the Groussman Change in Control Payment. The Special Committee has determined that: (a) Ms. Groussman beneficially owns or exercises control or direction over more than 1% of the Common Shares (calculated in accordance with the provisions of MI 61-101), and (b) upon the completion of the Arrangement, Ms. Groussman is entitled to receive the benefits the value of which is greater than 5% of the value of the consideration Ms. Groussman is entitled to receive in exchange for the equity securities beneficially owned by Ms. Groussman under the Arrangement. Accordingly, Ms. Groussman is considered an "interested party", as defined in MI 61-101, and the votes attaching to any Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by Ms. Groussman will be excluded from the minority approval vote on the Arrangement Resolution, as required by MI 61-101. As of the Record Date, Ms. Groussman holds, or exercises control or direction over, directly or indirectly, 4,402,330 Common Shares.

For the purposes of MI 61-101, Mr. Ward, Executive Chairman and director of the Corporation, is a related party of the Corporation entitled to receive a collateral benefit in connection with the Arrangement as a

result of the cash payment to be received due to the accelerated vesting of certain Options and RSUs held by Mr. Ward, the Ward Payment, the Indemnitor's Fee and the Clarus Work Fee. The Special Committee has determined that: (a) Mr. Ward beneficially owns or exercises control or direction over more than 1% of the Common Shares (calculated in accordance with the provisions of MI 61-101), and (b) upon the completion of the Arrangement, Mr. Ward is entitled to receive benefits the value of which is greater than 5% of the value of the consideration Mr. Ward is entitled to receive in exchange for the equity securities beneficially owned by Mr. Ward under the Arrangement. Accordingly, Mr. Ward is considered an interested party and the votes attaching to any Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by Mr. Ward will be excluded from the minority approval vote on the Arrangement Resolution, as required by MI 61-101. As of the Record Date, Mr. Ward holds, or exercises control or direction over, directly or indirectly, 8,799,642 Common Shares.

For the purposes of MI 61-101, Richard Kellam, director of the Corporation, is a related party of the Corporation entitled to receive a collateral benefit in connection with the Arrangement as a result of the cash payment to be received due to the accelerated vesting of certain Options and RSUs held by Mr. Kellam and the Kellam Payment. The Special Committee has determined that: (a) Mr. Kellam beneficially owns or exercises control or direction over more than 1% of the Common Shares (calculated in accordance with the provisions of MI 61-101), and (b) upon the completion of the Arrangement, Mr. Kellam is entitled to receive benefits the value of which is greater than 5% of the value of the consideration Mr. Kellam is entitled to receive in exchange for the equity securities beneficially owned by Mr. Kellam under the Arrangement. Accordingly, Mr. Kellam is considered an interested party and the votes attaching to any Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by Mr. Kellam will be excluded from the minority approval vote on the Arrangement Resolution, as required by MI 61-101. As of the Record Date, Mr. Kellam holds, or exercises control or direction over, directly or indirectly, 2,092,857 Common Shares.

For the purposes of MI 61-101, Michael Galloro, director of the Corporation, is a related party of the Corporation entitled to receive a collateral benefit in connection with the Arrangement as a result of the cash payment to be received due to the accelerated vesting of certain Options held by Mr. Galloro and the Galloro Payment. The Special Committee has determined that: (a) Mr. Galloro beneficially owns or exercises control or direction over more than 1% of the Common Shares (calculated in accordance with the provisions of MI 61-101), and (b) upon the completion of the Arrangement, Mr. Galloro is entitled to receive benefits the value of which is greater than 5% of the value of the consideration Mr. Galloro is entitled to receive in exchange for the equity securities beneficially owned by Mr. Galloro under the Arrangement. Accordingly, Mr. Galloro is considered an interested party and the votes attaching to any Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by Mr. Galloro will be excluded from the minority approval vote on the Arrangement Resolution, as required by MI 61-101. As of the Record Date, Mr. Galloro holds, or exercises control or direction over, directly or indirectly, 1,182,024 Common Shares.

For the purposes of MI 61-101, H. Brock Bundy, director of the Corporation, is a related party of the Corporation entitled to receive a collateral benefit in connection with the Arrangement as a result of the cash payment to be received due to the accelerated vesting of certain Options held by Mr. Bundy and the Bundy Payment. The Special Committee has determined that: (a) Mr. Bundy beneficially owns or exercises control or direction over more than 1% of the Common Shares (calculated in accordance with the provisions of MI 61-101), and (b) upon the completion of the Arrangement, Mr. Bundy is entitled to receive the benefits the value of which is greater than 5% of the value of the consideration Mr. Bundy is entitled to receive in exchange for the equity securities beneficially owned by Mr. Bundy under the Arrangement. Accordingly, Mr. Bundy is considered an interested party and the votes attaching to any Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by Mr. Bundy will be excluded from the minority approval vote on the Arrangement Resolution, as required by MI 61-101. As of the Record Date, Mr. Bundy holds, or exercises control or direction over, directly or indirectly, 1,100,000 Common Shares.

As a result of the foregoing, the directors and senior officers of the Corporation may have interests in the Arrangement that are, or may be, different from, or in addition to, the interests of other TRUBAR

Securityholders. The Board is aware of the foregoing interests and considered them, among other matters, when recommending that TRUBAR Securityholders vote IN FAVOUR the Arrangement Resolution.

Minority Approval Requirements

As the Arrangement is a business combination for the purposes of MI 61-101, the minority approval requirements of MI 61-101 will also apply in connection with the Arrangement. In addition to obtaining approval of the Arrangement Resolution of (a) two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, each being entitled to one vote per Common Share held, and (b) two-thirds of the votes cast on the Arrangement Resolution by TRUBAR Securityholders, voting as a single class, present in person or represented by proxy at the Meeting, each being entitled to one vote per TRUBAR Security held, approval will also be sought from a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, excluding for this purpose votes cast in respect of Common Shares that are held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101.

Minority approval entails a simple majority of the votes cast by all holders of a class of "affected securities" other than: (a) "interested parties", as defined in MI 61-101; (b) any related party of an "interested party", unless the related party meets that description solely in its capacity as a director or senior officer of one or more persons that are neither "interested party" nor "issuer insiders", as defined in MI 61-101, of the issuer; and (c) any person that is a "joint actor", as defined in MI 61-101, with any of the foregoing. For the Arrangement, the Common Shares are "affected securities".

As the Arrangement will constitute a "business combination" (as such term is defined in MI 61-101), the Arrangement will require approval of a simple majority of the votes cast on the Arrangement Resolution by Shareholders, present or represented by proxy at the Meeting, excluding any votes in respect of Common Shares that are required to be excluded pursuant to MI 61-101.

For the purposes of MI 61-101, "interested parties" includes any related parties of the issuer if the related party would, as a consequence of the transaction receive a collateral benefit, which, for the purposes of the Arrangement, includes Ms. Groussman and Messrs. Ward, Kellam, Galloro and Bundy (collectively, the "Excluded Shareholders").

Accordingly, the votes required to be excluded for the purposes of the minority approval requirements under MI 61-101 (the "Excluded Votes") are those attaching to the Common Shares beneficially owned or over which direction or control is exercised by the Excluded Shareholders and by (a) any related parties of such Excluded Shareholders (subject to the exception noted above) and (b) any joint actors of such Excluded Shareholders or its related parties. The determination of whether or not a person constitutes a related party of an Excluded Shareholder, or a joint actor of an Excluded Shareholder or its related parties, requires, among other things, a consideration of the beneficial ownership, control and direction of the Corporation's securities.

To the knowledge of TRUBAR, after reasonable inquiry and based on the considerations described above, the Excluded Votes are the votes attaching to the Common Shares set out below:

Excluded Shareholder	Number of Common Shares^{(1)}	Percentage of Issued and Outstanding Common Shares^{(2)}
Erica Groussman	4,402,330	4.08%
J. R. Kingsley Ward	8,799,642	8.15%
Richard Kellam	2,092,857	1.94%

Excluded Shareholder	Number of Common Shares^{(1)}	Percentage of Issued and Outstanding Common Shares^{(2)}
Michael Galloro	1,182,024	1.10%
Brock Bundy	1,100,000	1.02%
TOTAL:	17,576,853	16.29%

Notes:
(1) Includes in each case Common Shares which are beneficially owned, directly or indirectly, or over which control or direction is exercised by the Excluded Shareholder and its “related parties” and “joint actors”.
(2) Based on 107,915,403 Common Shares issued and outstanding as of the Record Date.

Prior Valuations

There have not been any "prior valuations" (as defined in MI 61-101) of TRUBAR or any of the Subsidiaries or any of its material assets or liabilities in the past twenty-four (24) months preceding the entry into the Arrangement Agreement.

No Prior Offers

On April 10, 2025, the Corporation received a non-binding offer for approximately 67% of the Corporation’s equity interests from an arm’s length party in the amount of $60 million (the “Prior Offer”). After consideration of the Board, on April 14, 2025, the Corporation advised the offeror that it would not be proceeding with the Prior Offer.

Other than as described herein, the Corporation has not received any bona fide prior offer (as contemplated in MI 61-101) relating to the subject matter of, or otherwise relevant to, the Arrangement in the past twenty-four (24) months preceding the entry into the Arrangement Agreement.

Stock Exchange De-Listing and Reporting Issuer Status

TRUBAR expects that the Common Shares will be de-listed from the TSXV shortly following the Effective Date. It is also expected that TRUBAR will apply to cease to be a reporting issuer in British Columbia, Alberta, and Ontario after the Effective Date.

Treatment of the Warrants

As of the Record Date, there are 5,478,567 Warrants outstanding with an exercise price of $0.45 per Warrant. The Consideration exceeds the exercise price of such Warrants by $1.19 per Warrant.

Pursuant to the Plan of Arrangement, Warrantholders will receive, for each Warrant held a cash payment equal to the amount by which the Consideration exceeds the exercise price of such Warrant multiplied by the number of Warrants (for greater certainty, where such amount is zero or negative, neither the Corporation nor the Purchaser shall be obligated to pay the Warrantholder any consideration in respect of such Warrant), subject to applicable tax withholding and other source deductions and paid through payroll to the extent applicable. See "The Arrangement – Arrangement Mechanics".

Treatment of the Options

As of the Record Date, there are 5,539,500 Options outstanding whereby the Consideration exceeds the exercise price per Option. Such Options have exercise prices ranging between $0.27 per Option and $0.97 per Option.

Pursuant to the Plan of Arrangement, Optionholders will receive, for each Option held a cash payment equal to the amount by which the Consideration exceeds the exercise price of such Option multiplied by the number of Options (for greater certainty, where such amount is zero or negative, neither the Corporation nor the Purchaser shall be obligated to pay the Optionholder any consideration in respect of such Option), subject to applicable tax withholding and other source deductions and paid through payroll to the extent applicable. See "The Arrangement – Arrangement Mechanics".

Treatment of the RSUs

As of the Record Date, a total of 3,813,897 RSUs were outstanding.

Pursuant to the Plan of Arrangement, RSUholders will receive, for each RSU held a cash payment equal to the Consideration, subject to applicable withholdings and other source deductions paid through payroll to the extent applicable. See "The Arrangement – Arrangement Mechanics".

THE ARRANGEMENT AGREEMENT

The Arrangement Agreement and the Plan of Arrangement are the legal documents that govern the Arrangement. This section of the Circular describes the material provisions of the Arrangement Agreement but does not purport to be complete and may not contain all of the information about the Arrangement Agreement that is important to you. This summary is qualified in its entirety by the Arrangement Agreement and the Plan of Arrangement, which are available on SEDAR+ at www.sedarplus.com. A copy of the Arrangement Agreement and related documents will also be available for inspection by TRUBAR Securityholders during statutory business hours at the Corporation's head office at 95 Wellington Street West, Suite 1400, Toronto, Ontario, M5J 2N7 prior to the Meeting or any adjournment(s) or postponement(s) thereof. We encourage you to read the Arrangement Agreement in its entirety. The Arrangement Agreement establishes and governs the legal relationship between TRUBAR and the Purchaser with respect to the transactions described in this Circular. It is not intended to be a source of business or operational information about TRUBAR or the Purchaser.

The Arrangement

Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order and as required by applicable Law, and subject to the terms of the Arrangement Agreement, the Corporation will take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 291 of the BCBCA, as soon as reasonably practicable, but in any event not later than three (3) Business Days after the Arrangement Resolution is passed at the Meeting, or such other date as may be agreed to by the Parties in writing.

Court Proceedings

In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, TRUBAR will (a) diligently pursue, and cooperate with the Purchaser and its legal counsel in diligently pursuing, the Interim Order and the Final Order, (b) provide the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, prior to the service and filing of such materials, and give reasonable consideration to all such comments and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any information required to be supplied by the Purchaser and included in such materials; (c) provide legal counsel to the Purchaser with copies of any notice of appearance, evidence or other documents served on the Corporation or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal or oppose the granting of, the Interim Order or the Final Order; (d) ensure that all material

filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of the Arrangement Agreement and the Plan of Arrangement; (e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by the Arrangement Agreement or with the Purchaser's prior written consent, not to be unreasonably withheld, conditioned or delayed, provided that neither the Purchaser nor the Parent is required to agree or consent to any increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser or the Parent's obligations or diminishes or limits the Purchaser or the Parent's rights, set forth in the Arrangement Agreement or in any of such filed or served materials; (f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Arrangement Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, do so only after notice to, and in consultation and cooperation with, the Purchaser and its legal counsel; and (g) not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the Final Order as such counsel considers appropriate, acting reasonably, provided the Purchaser advises the Corporation of the nature of any submissions prior to the making thereof and such submissions are consistent in all material respects with the Arrangement Agreement and the Plan of Arrangement.

Effective Date

The Effective Date will occur: (i) on the date that is the third Business Day following the satisfaction, or where not prohibited, the waiver (subject to applicable Laws), by the applicable Party or Parties in whose favour the condition is, of the conditions set out in accordance with the terms of the Arrangement Agreement (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver (subject to applicable Laws) by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date); or (ii) on such other date as may be agreed to by the Parties. The Arrangement will become effective at the Effective Time on the Effective Date.

The closing of the Arrangement will take place remotely by exchange of documents and signatures (or their electronic counterparts), unless another place is agreed to in writing by the Parties hereto.

Payment of Consideration, Adjustment to Consideration and Withholding Taxes

The Purchaser will, at least one (1) Business Day before the Effective Date, provide or cause to be provided to (i) the Depositary sufficient funds to be held in escrow (the terms and conditions of such escrow to be satisfactory to the Corporation and the Purchaser, each acting reasonably) to satisfy the aggregate Consideration payable by the Purchaser pursuant to the Plan of Arrangement; (ii) if requested in writing by the Corporation not less than five (5) Business Days prior to the Effective Date, the Corporation, the Purchaser Loan, in the form of a non-interest bearing demand loan, and (iii) if requested in writing by the Corporation not less than five (5) Business Days prior to the Effective Date, the Corporation, sufficient funds to effect the Credit Facility Termination as of the Effective Date in accordance with the terms of the Arrangement Agreement, in the form of a non-interest bearing demand loan. If, on or after the date of the Arrangement Agreement, the Corporation sets a record date for any dividend or other distribution on the Common Shares that is prior to the Effective Date or the Corporation pays any dividend or other distribution on the Common Shares prior to the Effective Time, then, and without limitation to any other rights of the Purchaser and the Parent under the Arrangement Agreement: (i) to the extent that the amount of such dividends or distributions per Common Share does not exceed the Consideration, the Consideration will be reduced by the amount of such dividends or distributions; and (ii) to the extent that the amount of such dividends or distributions per Common Share exceeds the Consideration, such excess amount will be placed in escrow for the account of the Purchaser or another Person designated by the Purchaser.

The Purchaser, the Corporation and the Depositary, as applicable, will be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person under the Plan of Arrangement such amounts as the Purchaser, the Corporation or the Depositary, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, from such amount otherwise payable or deliverable under any provision of any Laws in respect of Taxes. To the extent that such amounts are so

deducted, withheld and remitted to the appropriate Governmental Entity, such amounts will be treated for all purposes under the Arrangement Agreement and the Plan of Arrangement as having been paid to the Person to whom such amounts would otherwise have been paid.

Representations and Warranties

TRUBAR Representations and Warranties

The Arrangement Agreement contains certain representations and warranties of TRUBAR relating to its and the Subsidiaries' organization and qualification; corporate authorization, the execution and binding obligation of the Arrangement Agreement; Governmental Entity Authorizations; the entering into of the Arrangement Agreement not contravening, among other things, the Corporation and Subsidiaries' constating documents, any Laws, any Material Contract or material Authorization or resulting in the creation of any Lien (other than Permitted Liens) on any assets or property of the Corporation or any of its Subsidiaries; its capitalization; the existence or non-existence of shareholders' and similar agreements; matters regarding the Subsidiaries; Securities Laws matters; TRUBAR's financial statements; TRUBAR's system of disclosure controls and internal control over financial reporting; no undisclosed liabilities; the absence of certain changes or events; related party transactions; compliance with Laws; Authorizations and licenses; the Material Contracts; supplier and customer relations; personal property; real property; intellectual property and information technology; litigation matters; environmental matters; employee matters; collective agreement matters; employee plans; insurance matters; Tax matters; money laundering; corrupt practices legislation; international trade and sanctions; data security and privacy requirements; the Fairness Opinion; brokerage fee matters; Competition Act matters; MI 61-101 matters related to "collateral benefits"; Special Committee and Board approval matters; the sufficiency of TRUBAR's funds with respect to the Termination Fee; food Law matters; and restrictions on the conduct of TRUBAR's business.

Purchaser and Parent Representations and Warranties

The Arrangement Agreement also contains certain representations and warranties of the Parent and the Purchaser relating to organization and qualification; corporate authorization; the execution and binding nature of the Arrangement Agreement; Governmental Entity Authorizations; the entering into of the Arrangement Agreement not contravening, among other things, the Purchaser or the Parent's constating documents or any Laws; litigation matters; Common Share ownership matters; Investment Canada Act (Canada) matters; matters related to sanctions; and the sufficiency of the Parent and the Purchaser's funds with respect to satisfying the Consideration pursuant to the Arrangement Agreement and the Plan of Arrangement.

Covenants

The following is a summary of the covenants of TRUBAR and the Purchaser. TRUBAR Securityholders should refer to the Arrangement Agreement for details regarding the additional negative and affirmative covenants given by TRUBAR and the Purchaser.

Conduct of Business by TRUBAR

TRUBAR has covenanted and agreed that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed; (ii) as required or permitted by the Arrangement Agreement (including, for greater certainty, in connection with any pre-acquisition reorganization, if any); (iii) as required by Law; or (iv) as expressly disclosed in connection with the Arrangement Agreement, the Corporation (a) will, and will cause each of its Subsidiaries to conduct its business in the Ordinary Course and in accordance with Laws and the Corporation will use commercially reasonable efforts to maintain and preserve its and its Subsidiaries' business organization, assets, properties, employees, goodwill and business relationships as it currently maintains with customers, suppliers, partners, equipment

manufacturers and other Persons with which TRUBAR or any of its Subsidiaries has business relations, and (b) will not, and will not permit any of its Subsidiaries to, directly or indirectly: (i) make any change, amend or modify its constating documents; (ii) adjust, reverse, subdivide, split, combine or reclassify any shares of its capital stock or declare, set aside or pay any dividend or other distribution (whether in cash, stock, or property or any combination thereof); (iii) redeem, repurchase or otherwise acquire, directly or indirectly, or offer to redeem, repurchase or otherwise acquire any shares of capital stock of TRUBAR or any of its Subsidiaries, as the case may be, or effect any like change in the capitalization of TRUBAR or its Subsidiaries; (iv) amend the terms of any of its securities, reduce the capital of any of its securities or otherwise enter into any transaction that would reduce the "paid-up" capital (within the meaning of the Tax Act) of its shares or undertake any capital reorganization; (v) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of, any securities of TRUBAR or any of its Subsidiaries (including any securities or rights that are linked to the value or price of the Common Shares) or any options, warrants, or similar rights exercisable or exchangeable for or convertible into capital stock of TRUBAR or any of its Subsidiaries, or any stock appreciation rights, phantom share awards or other rights that are linked to the price or the value of the Common Shares, except for the issuance of Common Shares issuable upon the exercise or settlement of the Warrants, Options or RSUs outstanding as of the date of the Arrangement Agreement as disclosed in connection with the Arrangement Agreement; (vi) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses, other than pursuant to Ordinary Course procurement Contracts; (vii) enter into any agreement that has the effect of creating a joint venture, partnership, shareholders' agreement or similar relationship between TRUBAR or any of its Subsidiaries and any other Person; (viii) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of, lose the right to use, surrender or encumber or otherwise transfer or dispose of, directly or indirectly, any of its assets, securities, properties, interests or businesses, except inventory sold in the Ordinary Course; (ix) reorganize, amalgamate or merge TRUBAR or any of its Subsidiaries; (x) effect or adopt a plan of liquidation, dissolution, restructuring, reorganization or resolutions providing for the liquidation, dissolution, restructuring or reorganization of TRUBAR or, except as disclosed in connection with the Arrangement Agreement, any of its Subsidiaries; (xi) make inconsistent with past practice, amend or rescind any material Tax election, information schedule, return or designation, except in each case in the Ordinary Course consistent with past practice, settle or compromise any material Tax claim, assessment, reassessment or liability, initiate any voluntary disclosure in respect of Taxes, or materially change any of its methods of reporting income, deductions or accounting for income Tax purposes; (xii) amend or change any Tax Return, enter into any agreement with a Governmental Entity with respect to Taxes or request any Tax ruling from a Governmental Entity, surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, or enter into any Tax sharing agreement, Tax allocation agreement, Tax indemnification agreement or similar agreement that is binding upon TRUBAR or any of its Subsidiaries (other than any such agreement not primarily related to Taxes but which ordinarily includes a provision for sharing of Taxes); (xiii) take any action or fail to take any action that would, or would reasonably be expected to, individually or in the aggregate (A) cause the Tax attributes of assets of TRUBAR or any of its Subsidiaries or the amount of Tax loss or other Tax attribute carry-forwards of TRUBAR or any of its Subsidiaries to materially and adversely change from what is reflected in their respective Tax Returns, or (B) render such Tax loss or other Tax attribute carry-forwards unusable (in whole or in part) by any of them or any successor of TRUBAR or any of its Subsidiaries; (xiv) make any capital expenditure or commitment to do so which exceeds $25,000 individually or $100,000 in the aggregate; (xv) (A) issue any note, bond or other debt security evidencing indebtedness; or (B) create, incur, assume or guarantee or otherwise become liable for any indebtedness other than as disclosed in connection with the Arrangement Agreement; (xvi) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person other than a wholly-owned Subsidiary of the Corporation in the Ordinary Course; (xvii) prepay any long-term indebtedness before its scheduled maturity, or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof, in each case other than up to a maximum of $100,000 in the aggregate under the Credit Facilities; (xviii) make any material change in its accounting principles, except as required by concurrent changes in IFRS or pursuant to written comments, instructions or orders of a Securities Authority; (xix) grant any Lien (other than Permitted Liens) on any of the assets of TRUBAR or its Subsidiaries; (xx) grant any general increase in the rate of wages, fees, salaries, bonuses,

commissions, fees or other remuneration of any Corporation Employees, independent contractors, or directors outside of the Ordinary Course, or make any bonus or profit sharing distribution or similar payment of any kind, except as disclosed in connection with the Arrangement Agreement, adopt or otherwise implement any employee or executive bonus, severance (unless such plan would provide for less than what an individual would be entitled to at common law), transaction bonus, change of control payment, or retention plan or program, except as required by Law or written Contracts, in each case, as in effect as of the date hereof, provided that, for greater certainty, any bonuses, severance arrangements, or other payments adopted, implemented, or accrued as disclosed in connection with the Arrangement Agreement will be the sole responsibility of the Corporation, and the Purchaser will not assume any liability therefrom; (xxi) (A) adopt, enter into, create, amend or terminate any Employee Plan or increase any benefits under any Employee Plan (other than entering into an employment agreement in the Ordinary Course with a new employee who was not employed by the Corporation or a Subsidiary on the date of the Arrangement Agreement and whose annual base compensation does not exceed $100,000 or engaged as an independent contractor), (B) hire or employ any new officer or executive of TRUBAR or any of its Subsidiaries, (C) pay any compensation or benefit to any director or officer of TRUBAR or any of its Subsidiaries, or to any Corporation Employee (other than in the Ordinary Course in the case of a Corporation Employee who is not a director or officer of the Corporation and whose annual compensation does not exceed $100,000) or to any independent contractor, in each case, that is not required under the terms of any Employee Plan in effect on the date of the Arrangement Agreement, (D) grant, accelerate, increase or otherwise amend any payment, including, but not limited to, any bonus, retention, termination, severance, transaction, change of control, award or other benefit payable to, or for the benefit of, any director or officer of TRUBAR or any of its Subsidiaries or to any Corporation Employee or independent contractor (other than in the Ordinary Course, in the case of a Corporation Employee or independent contractor who is not a director or officer of the Corporation), (E) make any material determination under any Employee Plan that is not in the Ordinary Course, or (F) take or propose any action to effect any of the foregoing; (xxii) cancel, waive, release, assign, settle or compromise any material claims or rights of the Corporation or the Subsidiaries; (xxiii) commence, waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations; (xxiv) amend or modify in any material respect or terminate or waive any material right under any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof; (xxv) abandon or fail to diligently pursue any application for any material Authorizations, leases, permits or registrations or take any action, or fail to take any action, that could lead to the termination of any material Authorizations, leases or registrations; (xxvi) enter into any Contract that limits or otherwise restricts the Corporation, any of its Subsidiaries or any of their respective affiliates or any of their respective successors from engaging in any line of business or carrying on business in any geographic area or the scope of Person to whom any such Person may sell products or services or acquire products or services from; (xxvii) enter into any new line of business or expand into new markets that are outside of the business of the Corporation and its Subsidiaries existing on the date hereof, or abandon or discontinue any line of business of the Corporation or its Subsidiaries existing on the date hereof; (xxviii) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments; (xxix) enter into or amend any Contract with any broker, finder or investment banker, including any amendment with any of the Contracts with MNP or any Contract that could result in the payment by the Corporation or any of its Subsidiaries of a finder's fee, success fee or other similar fee in connection with the Arrangement or the other transactions contemplated in the Arrangement Agreement; (xxx) except as contemplated by the Arrangement Agreement, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of TRUBAR or any Subsidiary in effect on the date of the Arrangement Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect; (xxxi) waive, release, abandon, let lapse, grant, sell or transfer any material right under, or amend, modify or change in any material respect, any existing material license or right to use the Intellectual Property of a third party (other than nonexclusive licenses granted by TRUBAR in the Ordinary Course); (xxxii) waive, release or amend the restrictive covenant obligations of any current or former employee, independent contractor, officer or director of TRUBAR or any of its Subsidiaries; (xxxiii) enter into any Contract with a Person that does not deal at arm's length (as defined in the Tax Act) with TRUBAR and its Subsidiaries, other than any Contract solely between or among the Corporation and its wholly-owned

Subsidiaries entered into on arm's length terms, or enter into any Contract with a Person that does not comply with U.S. transfer pricing rules; (xxxiv) amend, modify or terminate any Collective Agreement, staffing agreement, professional employer organization agreement, temporary employment agreement, or employee leasing agreement; or (xxxv) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing. TRUBAR has covenanted and agreed that, subject to applicable Law, it will, in all material respects, conduct itself so as to keep the Purchaser fully informed as to the material decisions required to be made or material actions required to be taken with respect to the operation of its and its Subsidiaries' business.

Subject to the provisions of the Arrangement Agreement governing in relation to Regulatory Approvals, TRUBAR has further covenanted and agreed that the Corporation will perform, and will cause each of its Subsidiaries to perform, all obligations required to be performed by the Corporation or any of its Subsidiaries under the Arrangement Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do all such other acts and things as may be necessary or advisable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement and, without limiting the generality of the foregoing, the Corporation will and, where appropriate, will cause each of its Subsidiaries to: (a) use all commercially reasonable efforts to satisfy all conditions precedent in the Arrangement Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to the Arrangement Agreement or the Arrangement; (b) use all commercially reasonable efforts to obtain, provide and maintain, as applicable, all third party or other consents, waivers, permits, exemptions, orders, approvals, notices, agreements, amendments or confirmations that are (i) necessary or advisable to be obtained or provided under the Material Contracts in connection with the Arrangement or (ii) reasonably expected to be required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are satisfactory to the Purchaser, acting reasonably, and without paying, and without committing itself or the Purchaser or the Parent to pay, any consideration or incurring any liability or obligation without the prior written consent of the Purchaser, acting reasonably (it being expressly agreed by the Purchaser that no such consent, waiver, permit, exemption, order, approval, notice, agreement, amendment or confirmation will be a condition to the closing of the Arrangement); (c) use all commercially reasonable efforts to effect all necessary registrations, filings, notices and submissions of information required by Law or Governmental Entities from the Corporation and its Subsidiaries relating to the Arrangement; (d) use all commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or the Arrangement Agreement; (e) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with the Arrangement Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement; and (f) use commercially reasonable efforts to assist in effecting the resignations and mutual releases of each member of the Board and the board of directors of each of the Corporation's Subsidiaries (in each case, to the extent requested by the Purchaser), and causing them to be replaced by Persons nominated by the Purchaser effective as of the Effective Time.

TRUBAR has further agreed to (a) provide, and use its commercially reasonable efforts to cause its Representatives to provide, to the Parent cooperation reasonably requested by the Parent in connection with any financing entered into in relation to the Arrangement, subject to the limitations set forth in the Arrangement Agreement, and (b) use commercially reasonable efforts to maintain and preserve all of its rights under each of its and its Subsidiaries' Authorizations and not solicit or encourage any Governmental Entity to make additions to the obligations under any existing or future Authorization (except to the extent necessary for the Corporation to continue operating its business in accordance with applicable Laws in which case the Corporation will consult with the Purchaser prior to soliciting or encouraging such additions and will, acting reasonably, give reasonable consideration to the Purchaser's comments, and in connection with the Pre-Acquisition Reorganization).

Notice of Material Change

TRUBAR has agreed that it will promptly notify the Purchaser in writing of: (a) any Material Adverse Effect, (b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with the Arrangement Agreement or the Plan of Arrangement, (c) any notice or other communication from any supplier, marketing partner, equipment manufacturer, material customer, distributor or reseller to the effect that such Person is terminating or otherwise adversely modifying its relationship with TRUBAR or any of its Subsidiaries as a result of the Arrangement Agreement or the Arrangement, (d) any notice or other communication from any Governmental Entity in connection with the Arrangement Agreement or the Arrangement, or (e) any filings, actions, suits, claims, investigations or proceedings commenced or, to TRUBAR's knowledge, threatened against, relating to or involving TRUBAR or any of its Subsidiaries or that relate to the Arrangement Agreement or the Arrangement.

Regulatory Approvals

As soon as reasonably practicable after the date of the Arrangement Agreement, each party is required to make all notifications, filings, applications and submissions with Governmental Entities required or considered advisable by the Purchaser and the Corporation, each acting reasonably, in connection with any Regulatory Approval and each party has agreed to use its commercially reasonable efforts to obtain and maintain the Regulatory Approvals, as soon as reasonably practicable, and in any event prior to the Outside Date.

Access to Information

From the date of the Arrangement Agreement until the earlier of the Effective Time and the termination of the Arrangement Agreement, subject to Law and the exclusions set forth in the Arrangement Agreement, the Corporation will give the Purchaser and its representatives: (a) upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries' (i) premises, (ii) property and assets (including all books and records, whether retained internally or otherwise), (iii) Contracts (including leases) and Authorizations and (iv) senior management, in each case so long as the access does not unduly interfere with the conduct of the business of the Corporation or any of its Subsidiaries; and (b) such financial and operating data or other information with respect to the assets or business of the Corporation and its Subsidiaries as the Purchaser may from time to time reasonably request.

Pre-Acquisition Reorganization

The Corporation agrees that, upon the reasonable request by the Purchaser and subject to the exceptions set forth in the Arrangement Agreement, the Corporation will use its commercially reasonable efforts to: (a) effect such reorganizations of the Corporation's and its Subsidiaries' corporate structure (including the dissolutions of certain Subsidiaries), capital structure, business, operations or assets and such other transactions as the Purchaser may request, acting reasonably (in this section, each a "Pre-Acquisition Reorganization"); (b) cooperate with the Purchaser and its advisors in order to determine the nature and manner in which any Pre-Acquisition Reorganization might most effectively be undertaken; and (c) cooperate with the Purchaser and its advisers to seek to obtain any consents, approvals, waivers or similar authorizations, if any, that are required by the Purchaser, acting reasonably, based on the applicable terms of applicable Contracts or Authorizations in connection with the Pre-Acquisition Reorganizations, if any.

Insurance and Indemnification

Prior to the Effective Date, TRUBAR will purchase customary "tail" policies of directors' and officers' liability insurance coverage providing protection no less favourable in the aggregate to the protection provided by the policies maintained by TRUBAR and its Subsidiaries which are in effect immediately prior to the Effective Date, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date, and the Purchaser will (or will cause TRUBAR and its Subsidiaries) to maintain

such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that the Purchaser will not be required to pay any amounts in respect of such coverage prior to the Effective Time, and provided further that the cost of such policies will not exceed 300% of TRUBAR's current annual aggregate premium for policies it currently maintains.

Payoff and Release Letters

TRUBAR will, unless a waiver or other similar consent has been requested by the Purchaser and subsequently obtained from the lenders under the Credit Facilities, use commercially reasonable efforts to obtain, at least three (3) Business Days prior to the Effective Date, and will obtain on or prior to the Effective Date, a customary payoff letter with respect to the Credit Facilities, providing for the termination of all Liens securing obligations under the Credit Facilities and the termination of the Credit Facilities, (the "Credit Facility Termination"), all guarantees thereof and all related documents (other than obligations thereunder which expressly survive termination), upon payment of all obligations owing under the Credit Facilities as of the Effective Date. The Corporation and its Subsidiaries will use funds on their balance sheet at the Effective Date to fund all amounts required to effect the Credit Facility Termination, unless the Corporation requests in writing at least five (5) Business Days prior to the Effective Date for any portion or all funds required to effect such repayment to be funded or caused to be funded by the Purchaser, which will be evidenced by a non-interest bearing promissory note payable by the Corporation to the Purchaser.

Delisting

Subject to Laws, the Purchaser and the Corporation will use their commercially reasonable efforts to cause the Common Shares to be de-listed from the TSXV with effect on or as promptly as practicable following the Effective Date. In furtherance of the foregoing, each of the Corporation and the Purchaser agrees to reasonably cooperate with the other Party in taking, or causing to be taken, all actions necessary to enable the de-listing of the Common Shares from the TSXV.

Employee Matters

From and after the Effective Time, the Purchaser will honour and perform, or cause the Corporation to honour and perform, all of the obligations of the Corporation and any of its Subsidiaries to Corporation Employees in connection with the Arrangement (including the payment of the Consideration in respect of any Warrants, Options and RSUs held by such Corporation Employees in accordance with the Plan of Arrangement); provided that nothing in the Arrangement Agreement gives any Corporation Employee any right to continued employment or impair in any way the right of the Corporation or any of its Subsidiaries to terminate the employment of any Corporation Employee.

Toronto Sublease

On or prior to the Effective Date, the Corporation will terminate the Toronto Sublease and deliver to the Purchaser a copy of a fully executed termination agreement with respect to the same, in a form satisfactory to the Purchaser (acting reasonably) and in accordance with the terms of the Arrangement Agreement.

Support Agreements

Each of the Supporting Holders have entered into Support Agreements, pursuant to which they intend to vote the TRUBAR Securities over which they exercise voting control in favour of the Arrangement Resolution.

Acquisition Proposals

Non-Solicitation

TRUBAR and its Subsidiaries have agreed not to, directly or indirectly, through any Representatives: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Corporation or any Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than with the Parent and the Purchaser) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (iii) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, the Board Recommendation; (iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than five Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of the Arrangement Agreement provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such five Business Day period (or in the event that the Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Meeting)); or (v) accept or enter into (other than a confidentiality and standstill agreement permitted by and in accordance with the terms of the Arrangement Agreement) or publicly propose to accept or enter into any agreement, letter of intent, understanding or arrangement in respect of an Acquisition Proposal or any inquiry, proposal or offer that may reasonably be expected to constitute or lead to an Acquisition Proposal.

TRUBAR also agreed to (and agrees to cause its Subsidiaries and Representatives to) immediately cease and to be terminated any solicitation, encouragement, discussion, negotiation or other activities with any Person (other than with the Purchaser and the Parent) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to an Acquisition Proposal.

If TRUBAR or any of its Subsidiaries or any of their respective Representatives receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of confidential information relating to TRUBAR or any of its Subsidiaries, TRUBAR will promptly notify the Purchaser, at first orally, and then within 48 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and will provide the Purchaser with copies of all documents, material correspondence or other material received in respect of, from or on behalf of any such Person and such other information regarding any Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably request. The Corporation will keep the Purchaser fully informed on a current basis of the status of developments and (to the extent permitted by the terms of the Arrangement Agreement) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request.

Responding to an Acquisition Proposal

Notwithstanding the non-solicitation provisions or other provisions of the Arrangement Agreement, if at any time prior to obtaining the approval of Shareholders of the Arrangement Resolution, TRUBAR receives an unsolicited written Acquisition Proposal, it may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal and may provide copies of, access to or disclosure of information, properties, facilities, books or records of TRUBAR or its Subsidiaries to such Person, if and only if:

(a) the Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or might reasonably be

expected to constitute or lead to a Superior Proposal and has provided the Purchaser with written confirmation thereof;

(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with TRUBAR or its Subsidiaries;

(c) TRUBAR has been, and continues to be, in compliance with its obligations under the non-solicitation provisions of the Arrangement Agreement;

(d) TRUBAR enters into a confidentiality and standstill agreement with such Person that contains terms and conditions that are no less favourable to the Corporation than those contained in the Confidentiality Agreement, provided that the standstill obligations therein are individually no less restrictive in any respect to the counterparty and its affiliates than the standstill obligations in the Confidentiality Agreement are to the Purchaser and its affiliates, further provided that such confidentiality and standstill agreement may allow such Person to make an Acquisition Proposal confidentially to the Board that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal; and

(e) prior to providing any such copies, access or disclosure, TRUBAR provides the Purchaser with:

(i) prior written notice stating TRUBAR's intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;

(ii) prior to providing such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement entered into with such other Person; and

(iii) any non-public information concerning TRUBAR and its Subsidiaries provided to such other Person which was not previously provided to the Purchaser.

Superior Proposals

If TRUBAR receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Shareholders, the Board may make a Change in Recommendation and enter into a definitive agreement with respect to such Superior Proposal if and only if:

(a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction;

(b) TRUBAR has been, and continues to be, in compliance with its obligations under the non-solicitation provisions of the Arrangement Agreement;

(c) TRUBAR has delivered to the Purchaser a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to make a Change in Recommendation and enter into a definitive agreement with respect to such Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has

determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (the "Superior Proposal Notice");

(d) TRUBAR or its Representatives have provided to the Purchaser a copy of the proposed definitive agreement with respect to the Superior Proposal;

(e) at least five (5) Business Days (the "Matching Period") have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement with respect to the Superior Proposal from TRUBAR;

(f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with the terms of the Arrangement Agreement, to offer to amend the Arrangement Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal (the "Right to Match");

(g) after the Matching Period, the Board has determined in good faith (i) after consultation with its legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement Agreement and the Arrangement as proposed to be amended by the Purchaser under the terms of the Arrangement Agreement) and (ii) after consultation with its outside legal counsel, the failure by the Board to recommend that TRUBAR enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties to TRUBAR; and

(h) prior to or concurrently with entering into such definitive agreement the Corporation terminates the Arrangement Agreement pursuant to the Superior Proposal provisions of the Arrangement Agreement and pays the Termination Fee.

During the Matching Period, or such longer period as TRUBAR may approve in writing for such purpose:

(a) the Board will review in good faith any offer made by the Purchaser pursuant to the Right to Match to amend the terms of the Arrangement Agreement and the Arrangement in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be so; and

(b) TRUBAR will, and will cause its Representatives to, negotiate in good faith with the Purchaser to make such amendments to the terms of the Arrangement Agreement and the Arrangement as would enable the Purchaser to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. If the Board determines that the Acquisition Proposal would cease to be a Superior Proposal, TRUBAR will promptly advise the Purchaser accordingly, and the Parties will amend the Arrangement Agreement to reflect such offer made by the Purchaser, and will take and cause to be taken all actions necessary to give effect to the foregoing.

Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders or other material terms or conditions thereof will constitute a new Acquisition Proposal for the purposes of the provisions relating to a Superior Proposal contained in the Arrangement Agreement and the Purchaser will be afforded a new five (5) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and a copy of the proposed definitive agreement for the new Superior Proposal from TRUBAR.

The Board will promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced, or the Board determines

that a proposed amendment to the terms of the Arrangement Agreement would result in an Acquisition Proposal no longer being a Superior Proposal. TRUBAR will provide the Purchaser and its legal counsel with a reasonable opportunity to review the form and content of any such press release and will make all reasonable amendments to such press release as required by the Purchaser and its counsel.

If TRUBAR provides a Superior Proposal Notice to the Purchaser on a date that is less than 10 Business Days before the Meeting, TRUBAR will either proceed with or postpone or adjourn the Meeting, as directed by the Purchaser acting reasonably, to a date that is not more than 15 Business Days after the scheduled date of the Meeting, but in any event the Meeting will not be postponed or adjourned to a date which would prevent the Effective Date from occurring on or prior to the Outside Date.

Nothing contained in the Arrangement Agreement will limit in any way the obligation of the Corporation to convene and hold the Meeting in accordance with the terms of the Arrangement Agreement while the Arrangement Agreement remains in force.

Nothing contained in the Arrangement Agreement will: (a) prevent the Board from complying with section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors' circular in respect of an Acquisition Proposal that is not a Superior Proposal; or (b) prohibit TRUBAR or the Board from calling and/or holding a meeting requisitioned by the Shareholders in accordance with the BCBCA (provided the Board will use its commercially reasonable efforts to call and hold any such meeting after the Meeting unless ordered otherwise by any Governmental Entity).

Conditions to Closing

Mutual Conditions Precedent

The obligations of TRUBAR and the Purchaser to complete the Arrangement and the other transactions contemplated in the Arrangement Agreement are conditional on the satisfaction of the following conditions:

(a) Arrangement Resolution. The Arrangement Resolution will have been approved and adopted by the TRUBAR Securityholders at the Meeting, in accordance with the Interim Order.

(b) Interim Order and Final Order. The Interim Order and the Final Order will have each been obtained on terms consistent with the Arrangement Agreement, and will have not been set aside or modified in a manner unacceptable to either the Corporation or the Purchaser, each acting reasonably, on appeal or otherwise.

(c) Illegality. No Law will be in effect that would make the consummation of the Arrangement illegal or which would otherwise prohibit or enjoin TRUBAR or the Purchaser and/or its affiliates from consummating the Arrangement.

The foregoing conditions are for the mutual benefit of TRUBAR on the one hand and the Purchaser on the other hand and may only be waived, in whole or in part, by the mutual consent of the Purchaser and the Corporation.

Additional Conditions Precedent in Favour of the Purchaser

The Purchaser's obligation to complete the Arrangement is conditional on the satisfaction of the following conditions:

(a) Representations and Warranties. (i) The representations and warranties of the Corporation set forth in Paragraphs 1 [Organization and Qualification], 2 [Corporate Authorization], 3 [Execution and Binding Obligation], 6 [Capitalization], 8 [Subsidiaries] and

34 [Brokers] of Schedule C of the Arrangement Agreement were true and correct as of the date of the Arrangement Agreement and are true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of such specified date) in all respects other than de minimis inaccuracies; and (ii) the representations and warranties of the Corporation set forth in Paragraphs 5(a) [Non-Contravention], 12 [No Undisclosed Liabilities] and 15 [Compliance with Laws] of Schedule C of the Arrangement Agreement were true and correct as of the date of the Arrangement Agreement and are true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of such specified date) in all material respects (and, for this purpose, any reference to "material", "Material Adverse Effect" or other concepts of materiality in such representations and warranties will be ignored); and (iii) all other representations and warranties of the Corporation set forth in the Arrangement Agreement were true and correct as of the date of the Arrangement Agreement and are true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of such specified date) in all respects, except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect (and, for this purpose, any reference to "material", "Material Adverse Effect" or other concepts of materiality in such representations and warranties will be ignored); and the Corporation has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Corporation (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

(b) Performance of Covenants. The Corporation has fulfilled or complied in all material respects with each of the covenants of the Corporation contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Corporation has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Corporation (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

(c) No Legal Action. There is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person) pending or threatened in any jurisdiction to: (i) cease trade, enjoin, prohibit or impose any limitations, damages or conditions on the Purchaser's ability to acquire, hold or exercise full rights of ownership over any Common Shares, including the right to vote the Common Shares and receive distributions; (ii) prohibit or restrict the Arrangement, or the ownership or operation by the Purchaser or any of its Subsidiaries of a material portion of the business or assets of the Purchaser and its Subsidiaries or of TRUBAR and its Subsidiaries, or compel the Purchaser or its Subsidiaries to dispose of or hold separate any material portion of the business or assets of the Purchaser and its Subsidiaries or of TRUBAR and its Subsidiaries as a result of the Arrangement or the transactions contemplated by the Arrangement Agreement; or (iii) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have a Material Adverse Effect or reasonably be expected to be material and adverse to the Purchaser.

(d) Dissent Rights. Dissent Rights have not been exercised with respect to more than 5.0% of the issued and outstanding Common Shares.

(e) Material Adverse Effect. No Material Adverse Effect, that has not been cured, will have occurred since the date of the Arrangement Agreement.

(f) Indemnity Agreement. The Indemnity Agreement remains in full force and effect and has not been modified or terminated.

The foregoing conditions are for the exclusive benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, in its sole discretion.

Additional Conditions Precedent in Favour of TRUBAR

TRUBAR's obligation to complete the Arrangement and the other transactions contemplated in the Arrangement Agreement is conditional on the satisfaction of the following conditions:

(a) Representations and Warranties. (i) The representations and warranties of the Purchaser and the Parent set forth in the Arrangement Agreement which are qualified by references to materiality were true and correct as of the date of the Arrangement Agreement and are true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of such specified date) in all respects; and (ii) all other representations and warranties of the Purchaser and the Parent set forth in the Arrangement Agreement were true and correct as of the date of the Arrangement Agreement and are true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of such specified date) in all material respects; in each case, except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impede or delay the completion of the Arrangement and each of the Purchaser and the Parent have delivered a certificate confirming same to the Corporation, executed by two of its senior officers (in each case without personal liability) addressed to the Corporation and dated the Effective Date.

(b) Performance of Covenants. The Purchaser and the Parent have fulfilled or complied in all material respects with each of the covenants of the Purchaser and the Parent contained in the Arrangement Agreement to be fulfilled or complied with by them on or prior to the Effective Time, except where the failure to comply with such covenants, individually or in the aggregate, would not materially impede the completion of the Arrangement, and each of the Purchaser and the Parent have delivered a certificate confirming same to the Corporation, executed by two of its senior officers (in each case without personal liability) addressed to the Corporation and dated the Effective Date.

(c) Deposit of Funds. The Purchaser will have deposited or caused to be deposited with: (a) the Depositary in escrow in accordance with the terms of the Arrangement Agreement, the funds required to satisfy in full the aggregate Consideration payable by the Purchaser pursuant to the Arrangement, and the Depositary will have confirmed to TRUBAR the receipt of such funds; and (b) the Corporation, the Purchaser Loan and, if applicable, sufficient funds to effect the Credit Facility Termination.

The foregoing conditions are for the exclusive benefit of TRUBAR and may be waived, in whole or in part, by TRUBAR, in its sole discretion.

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated at any time prior to the Effective Time by:

(a) The mutual written agreement of the Parties; or
(b) by either TRUBAR or the Purchaser if:

(i) the Arrangement Resolution is not approved by the Shareholders at the Meeting in accordance with the Interim Order; or

(ii) after the date of the Arrangement Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins TRUBAR, the Parent or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable (provided that the Party seeking to terminate the Arrangement Agreement has used its commercially reasonable efforts to, as applicable, to appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement, and provided further that the enactment, making, enforcement or amendment of such Law was not primarily due to the failure of such Party (in the case of the Purchaser, the Purchaser or the Parent) to perform any of its covenants or agreements under the Arrangement Agreement); or

(iii) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate the Arrangement Agreement if the failure of the Effective Time to so occur has been caused by, or as a result of, a breach by such Party (in the case of the Purchaser, the Purchaser or the Parent) of any of its representations or warranties, or the failure of such Party (in the case of the Purchaser, the Purchaser or the Parent) to perform any of its covenants or agreements under the Arrangement Agreement; or

(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser or the Parent under the Arrangement Agreement occurs that would cause any condition in Section 6.3(1) [Purchaser and Parent Reps and Warranties Condition] or Section 6.3(2) [Purchaser and Parent Covenants Condition] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of the Arrangement Agreement; provided that the Corporation is not then in breach of the Arrangement Agreement so as to cause any condition in Section 6.2(1) [Company Reps and Warranties Condition] or Section 6.2(2) [Company Covenants Condition] of the Arrangement Agreement not to be satisfied; or

(ii) prior to the approval by the Shareholders of the Arrangement Resolution, the Board authorizes the Corporation to enter into a definitive written agreement (other than a confidentiality agreement permitted by and in accordance with the Arrangement Agreement) with respect to a Superior Proposal, provided the Corporation is then in compliance with Article 5 of the Arrangement Agreement in all material respects and that prior to or concurrent with such termination the Corporation pays the Termination Fee in accordance with the terms of Arrangement Agreement; or

(iii) (A) all conditions precedent contained in Section 6.1 and Section 6.2 of the Arrangement Agreement have been satisfied or waived (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), (B) the Corporation has irrevocably given written notice to the Purchaser that it is ready, willing and able to complete the Arrangement, and (C) at least five (5) Business Days prior to such termination, the Corporation has given the Purchaser written notice stating its intention to terminate the Arrangement Agreement, and the Purchaser does not provide or cause to be provided as required pursuant to Section 2.8 of the Arrangement Agreement: (a) to the Depositary, sufficient funds to satisfy the aggregate consideration payable by the Purchaser pursuant to the Plan of Arrangement; and (b) to the Corporation, the Purchaser Loan and, if applicable, sufficient funds to effect the Credit Facility Termination; or

(d) the Purchaser if:

(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Corporation under the Arrangement Agreement occurs that would cause any condition in Section 6.2(1) [Company Reps and Warranties Condition] or Section 6.2(2) [Company Covenants Condition] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of the Arrangement Agreement; provided that neither the Purchaser nor the Parent are then in breach of the Arrangement Agreement so as to cause any condition in Section 6.3(1) [Purchaser and Parent Representations and Warranties Condition] the or Section 6.3(2) [Purchaser and Parent Covenants Condition] not to be satisfied of the Arrangement Agreement; or

(ii) (A) the Board or any committee thereof fails to unanimously recommend or withdraws, amends, modifies or qualifies or publicly proposes or states an intention to withdraw, amend, modify or qualify the Board Recommendation, (B) the Board or any committee of the Board accepts, approves, endorses or recommends, or publicly proposes to do any of the same with respect to an Acquisition Proposal, or takes no position, or remains neutral, with respect to a publicly announced, or otherwise publicly disclosed Acquisition Proposal for more than five (5) Business Days (or beyond the third Business Day prior to the date of the Meeting, or sooner), (C) the Board or any committee of the Board accepts or enters into, or authorizes TRUBAR or any of its Subsidiaries to accept or enter into (other than a confidentiality and standstill agreement permitted by and in accordance with the terms of the Arrangement Agreement), or publicly proposes to accept or enter into or to authorize the Corporation or any of its Subsidiaries to accept or enter into, any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal or any proposal or offer that may reasonably be expected to constitute or lead to an Acquisition Proposal, (D) the Board or any committee of the Board fails to publicly reaffirm the Board Recommendation (without qualification) within five (5) Business Days after having been requested in writing by the Purchaser to do so (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third Business Day prior to the date of the Meeting) (collectively, a "Change in Recommendation"), or (E) TRUBAR breaches its covenants with respect to non-solicitation, as set out in the Arrangement Agreement, in any material respect; or

(iii) any event occurs as a result of the condition set forth in Section 6.2(4) [Dissent Rights] of the Arrangement Agreement is not capable of being satisfied by Outside Date; or

(iv) since the date of the Arrangement Agreement, a Material Adverse Effect has occurred which is incapable of being cured on or prior to the Outside Date.

The Party desiring to terminate the Arrangement Agreement pursuant to the above provisions of the Arrangement Agreement (other than pursuant to (a) above) will provide written notice of such termination to the other Party, specifying in the notice of such termination the basis for such Party's exercise of its termination right.

Termination Fees and Expenses

Under the Arrangement Agreement, if a Termination Fee Event occurs, TRUBAR is required to pay the Parent the Termination Fee. In the Arrangement Agreement, "Termination Fee" means US$5,000,000 and "Termination Fee Event" means the termination of the Arrangement Agreement:

(a) by the Purchaser, pursuant to Section 7.2(1)(d)(ii) of the Arrangement Agreement [Change in Recommendation or Breach of Non-Solicit];

(b) pursuant to any subsection of Section 7.2 of the Arrangement Agreement if at such time the Purchaser is entitled to terminate the Arrangement Agreement pursuant to Section 7.2(1)(d)(ii) of the Arrangement Agreement [Change in Recommendation or Breach of Non-Solicit]; or

(c) by the Corporation or the Purchaser pursuant to Section 7.2(1)(b)(i) of the Arrangement Agreement [Failure of Shareholders to Approve] or Section 7.2(1)(b)(iii) of the Arrangement Agreement [Outside Date] or by the Purchaser pursuant to Section 7.2(1)(d)(i) of the Arrangement Agreement [Breach of Representations and Warranties or Covenants by Corporation] if, in each case:

(i) prior to such termination, an Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any Person (other than the Purchaser, the Parent or any of their affiliates) or any Person (other than the Purchaser, the Parent or any of their affiliates) will have publicly stated an intention to make an Acquisition Proposal; and

(ii) within 365 days following the date of such termination (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same as referred to in item (i) above) is consummated, or (B) TRUBAR or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above), and that Acquisition Proposal is subsequently consummated or effected (whether or not such Acquisition Proposal is later consummated within 365 days after such termination).

For purposes of the foregoing, the term "Acquisition Proposal" shall have the meaning assigned to such term in the Glossary of Terms, except that references to "20% or more" shall be deemed to be references to "50% or more".

In addition to the rights of the Parent and the Purchaser under Section 8.2(2) of the Arrangement Agreement, if the Arrangement Agreement is terminated by the Purchaser pursuant to Section 7.2(1)(b)(i) of the Arrangement Agreement [Failure of Shareholders to Approve], the Corporation will pay to the Parent an amount of US$1,500,000 in reimbursement of the expenses, costs and fees incurred by the Parent and its affiliates in connection with the transactions contemplated by the Arrangement Agreement, such payment to be made by wire transfer in immediately available funds to an account or accounts designated by the Parent no later than two (2) Business Days after the date of such termination (the "Expense Reimbursement"); provided that in no event will the Corporation be required to pay under Section 8.2(2) of the Arrangement Agreement, on the one hand, and Section 8.2(4) of the Arrangement Agreement on the other hand, in the aggregate, an amount in excess of the Termination Fee. Subject to the other terms of the Arrangement Agreement, the Parent and the Purchaser each acknowledges and agrees that, upon any termination of the Arrangement Agreement under circumstances where the Parent is entitled to the Termination Fee and such Termination Fee is paid in full within the prescribed time period, such Termination Fee is the sole monetary remedy of the Parent and the Purchaser against the Corporation and the Parent and the Purchaser will be precluded from any other remedy against the Corporation and will not seek to obtain any recovery, judgment or damages of any kind against the Corporation in connection with the Arrangement Agreement.

Except as otherwise provided in the Arrangement Agreement, all costs and expenses incurred in connection with the Arrangement Agreement will be paid by the Party incurring such cost or expense. The Parent or the Purchaser will pay any filing or similar fee payable to a Governmental Entity and applicable Taxes in connection with a Regulatory Approval.

Guarantee

The Parent has absolutely, unconditionally and irrevocably guaranteed in favour of the Corporation the due and punctual performance (including due and punctual payment of the Consideration and all other amounts payable pursuant to the terms of the Arrangement Agreement and pursuant to the Arrangement) by the Purchaser (and its successors and permitted assigns) of the Purchaser's covenants and obligations under the Arrangement Agreement and the Plan of Arrangement, in each case as the same may be amended, restated, modified, supplemented, varied or otherwise modified from time to time, and irrespective of any bankruptcy, insolvency, dissolution, winding-up, termination of the existence of or other matter whatsoever respecting the Purchaser or any successor or permitted assignee thereof. Such guarantee will remain in full force and effect until all such obligations guaranteed pursuant to the terms of the Arrangement Agreement have been performed in full in accordance with the terms of the Arrangement Agreement. Under the Arrangement Agreement, the Parent further agreed: (i) to be jointly and severally liable with the Purchaser for the truth, accuracy and completeness of all of the Purchaser's representations and warranties under the Arrangement Agreement; and (ii) that the Corporation will not have to proceed first against the Purchaser in respect of any such matter before exercising its rights under this guarantee against the Parent and the Parent agreed to be liable for all guaranteed obligations as if it were the principal obligor of such obligations.

Amendments

The Arrangement Agreement may be amended by mutual written agreement between the Parties.

DISSENT RIGHTS OF SHAREHOLDERS

The following description of the rights of Dissenting Shareholders is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the "fair value" of such holder's Common Shares, and is qualified in its entirety by reference to the full text of: (a) the Interim Order, which is attached as Appendix D to this Circular; (b) the Plan of Arrangement that is attached as Appendix B to this Circular; and (c) the dissent provisions of the BCBCA, which are attached as Appendix G to this Circular. The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights described herein based on the evidence presented at such hearing.

Pursuant to the Plan of Arrangement and the Interim Order, Registered Shareholders who are Registered Shareholders as of the close of business on the Record Date and as of the deadline for exercising Dissent Rights have Dissent Rights with respect to the Arrangement Resolution. The Purchaser may elect not to complete the Arrangement if Dissent Rights are exercised for more than 5% of the issued and outstanding Common Shares.

Only Registered Shareholders who are Registered Shareholders as of the close of business on the Record Date and as of the deadline for exercising Dissent Rights are entitled to Dissent Rights. Accordingly, a Beneficial Shareholder who desires to exercise Dissent Rights must make arrangements for the registered holder of such Common Shares to dissent on the holder's behalf.

A Registered Shareholder wishing to exercise Dissent Rights with respect to the Arrangement must send to the Corporation a written notice of dissent to the Arrangement Resolution (the "Dissent Notice"), which Dissent Notice must be received by TRUBAR Inc. c/o Norton Rose Fulbright at 1800 – 510 West Georgia Street, Vancouver, British Columbia, Canada, V6B 0M3, Attention: Kristopher Miks, by no later than 5:00 p.m. (Vancouver time) on January 9, 2026 (or by 5:00 p.m. (Vancouver Time) on the day that is two (2) Business Days prior to the day of the adjourned or postponed Meeting, if applicable), and must otherwise strictly comply with the dissent procedures described in this Circular and the Interim Order, the BCBCA and the Plan of Arrangement. No Shareholder who has voted in favour of the Arrangement, either as registered or beneficial owner, will be entitled to dissent with respect to the Arrangement.

The Dissent Notice must set out the number and class of Common Shares in respect of which the Dissent Rights are being exercised (the "Notice Shares") and: (a) if such Common Shares constitute all of the Common Shares of which the Dissenting Shareholder is the registered and beneficial owner and the Dissenting Shareholder owns no other Common Shares beneficially, a statement to that effect; (b) if such Common Shares constitute all of the Common Shares of which the Dissenting Shareholder is both the registered and beneficial owner, but the Dissenting Shareholder owns additional Common Shares beneficially, a statement to that effect and the names of the Registered Shareholders, the number and class of Common Shares held by each such Registered Shareholder and a statement that written notices of dissent are being or have been sent with respect to such other Common Shares; or (c) if the Dissent Rights are being exercised by a Registered Shareholder who is not the beneficial owner of such Common Shares, a statement to that effect and the name and address of the Beneficial Shareholder and a statement that the Registered Shareholder is dissenting with respect to all Common Shares of the Beneficial Shareholder registered in such Registered Shareholder's name.

If the Arrangement Resolution is approved as required at the Meeting, and if TRUBAR notifies the Dissenting Shareholders of its intention to act upon the Arrangement Resolution, the Dissenting Shareholder is then required within one month after TRUBAR gives such notice, to send to TRUBAR, the certificates representing the Notice Shares (if any) and a written statement that requires the Purchaser to purchase all of the Notice Shares. If the Dissent Right is being exercised by the Dissenting Shareholder on behalf of a Beneficial Shareholder who is not the Dissenting Shareholder, a statement signed by such Beneficial Shareholder is required which sets out whether the Beneficial Shareholder is the beneficial owner of other Common Shares and if so, (i) the names of the Registered Shareholders of such Common Shares; (ii) the number and class of such Common Shares; and (iii) that dissent is being exercised in respect of all of such Common Shares. Upon delivery of these documents, the Dissenting Shareholder is deemed to have sold the Common Shares and TRUBAR is deemed to have purchased them. Once the Dissenting Shareholder has done this, the Dissenting Shareholder may not vote or exercise any shareholder rights in respect of the Notice Shares.

A Dissenting Shareholder may, if the Purchaser is willing to do so, make an agreement with the Purchaser for the purchase of such Dissenting Shareholder's Common Shares for an agreed upon amount. There is no obligation on the Purchaser or the Dissenting Shareholder to reach agreement on that amount. If no such agreement has been reached, an application may be made to the Court by the Purchaser or by a

Dissenting Shareholder to fix the fair value of the Dissenting Shareholder's Common Shares. There is no obligation by the Purchaser to make an application to the Court. After a determination of the payout value of the Notice Shares, the Purchaser then promptly pay that amount to the Dissenting Shareholder. Dissenting Shareholders who are ultimately entitled to be paid by the Purchaser fair value for their Common Shares will be entitled to be paid such fair value and will not be entitled to any other payment or consideration, including any payment or the Consideration that would be payable under the Plan of Arrangement had they not exercised their Dissent Rights.

A Dissenting Shareholder loses his or her Dissent Right if, among other things, before full payment is made for the Notice Shares, TRUBAR abandons the Arrangement, the Arrangement Resolution is not approved at the Meeting, a court permanently enjoins the action, or the Dissenting Shareholder withdraws the Dissent Notice with TRUBAR's consent. When these events occur, the Purchaser must return the share certificates to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise shareholder rights.

Dissenting Shareholders who duly exercise Dissent Rights and who are ultimately entitled to be paid fair value for their Common Shares will be deemed to have transferred their Common Shares as of the time set forth in the Plan of Arrangement and without any further authorization, act or formality and free and clear of all encumbrances or other claims of third parties of any kind, to the Purchaser for cancellation under the Arrangement. If a Dissenting Shareholder is ultimately not entitled, for any reason, to be paid fair value for the Dissenting Shares, the Dissenting Shareholder will be deemed to have participated in the Arrangement on the same basis as a Shareholder that is not a Dissenting Shareholder, and will be entitled to receive only the Consideration contemplated by the Plan of Arrangement that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights.

The above is only a summary of the Dissent Rights, which are technical and complex. If you are a Registered Shareholder and wish to exercise your Dissent Rights, you should seek your own legal advice as failure to strictly comply with the dissent procedures set forth in the BCBCA, as modified by the Interim Order and the Plan of Arrangement, and described in this Circular will result in the loss of your Dissent Rights. For a general summary of certain income tax implications to a Dissenting Shareholder, see "Certain Canadian Federal Income Tax Considerations".

INFORMATION REGARDING THE CORPORATION

General

TRUBAR 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. TRUBAR was incorporated pursuant to the provisions of the BCBCA on March 19, 2018 as "AF1 Capital Corp." On December 4, 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 changes its name from "Simply Better Brands Corp." to "TRUBAR Inc.". The Corporation's head office is located at 95 Wellington Street West, Suite 1400, Toronto, Ontario, M5J 2N7. The registered office of the Corporation is located at 1800 - 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3.

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 of plant-based TRUBAR protein bars for health-conscious consumers under its wholly owned Subsidiary, Tru Brands, Inc.

Tru Brands, Inc. was incorporated under the Delaware General Corporation Law on November 13, 2018, and has one wholly owned Subsidiary, Trubrands Snack Company Inc., which was incorporated under the BCBCA on December 31, 2019.

In addition to Tru Brands, Inc., the Corporation has two other direct, wholly owned Subsidiaries: AF1 Merger Subco, LLC and BRN Acquisition Corp. AF1 Merger Subco, LLC was incorporated under the Delaware General Corporation Law on November 25, 2020 and BRN Acquisition Corp. was incorporated under the Business Corporations Act (Ontario) on April 1, 2022.

In addition, BRN Acquisition Corp. has three wholly owned Subsidiaries: (a) BRN Brands Group, Inc., incorporated under Delaware General Corporation Law on June 11, 2019, (b) BRN Redemption Intermediate LLC, incorporated under Delaware General Corporation Law on September 30, 2020, and (c) Redemption Group LLC, incorporated under Delaware General Corporation Law on June 15, 2020.

Description of Share Capital

The authorized capital of TRUBAR consists of an unlimited number of Common Shares, Preferred Shares and Series 1 Preferred Shares. As of the Record Date, there were 107,915,403 Common Shares issued and outstanding, and 5,539,500 Common Shares issuable upon the exercise of Options, 5,478,567 Common Shares issuable upon the exercise of Warrants, and 3,813,897 Common Shares issuable upon the due conversion of RSUs. As of the Record Date, there are no Preferred Shares or Series 1 Preferred Shares issued and outstanding.

Common Shares

The Corporation is authorized to issue an unlimited number of Common Shares. The holders of the Common Shares are entitled to one vote per share at meetings of the Shareholders. 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.

Preferred Shares

Except for such rights relating to the election of directors on a default in payment of dividends as may be attached to any series of the Preferred Shares by the directors, the holders of Preferred Shares are not entitled to attend or vote at a meeting of the shareholders of the Corporation. 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 will accrue on a daily basis at the rate of 6% per annum on the share price of US$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 will 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 or by issuing Common Shares. 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 senior to the Common Shares upon the dissolution or winding-up of the Corporation.

The above description of the Corporation's share capital summarizes certain provisions contained in the Corporation's Articles. These summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Corporation's Articles. You can also find additional information relating to the Corporation on the Corporation's SEDAR+ profile at www.sedarplus.com.

Trading in Common Shares

The Common Shares are listed and posted for trading on the TSXV under the symbol "TRBR" and prior to May 26, 2025 were listed under the symbol "SBBC". Following the Arrangement, it is expected that the Common Shares will be delisted from the TSXV and that TRUBAR will cease to be a reporting issuer in all applicable Canadian jurisdictions. The following table sets forth the high and low trading prices per outstanding Common Share and the trading volumes for the outstanding Common Shares for the period indicated.

Month	High ($)	Low ($)	Volume
October 2024	0.75	0.57	7,775,621
November 2024	1.10	0.59	8,837,414
December 2024	1.17	0.90	6,747,007
January 2025	1.26	1.00	7,491,644
February 2025	1.20	0.95	4,676,304
March 2025	1.09	0.84	5,724,417
April 2025	1.04	0.80	10,424,023
May 2025	1.03	0.80	9,673,978
June 2025	0.91	0.73	3,372,767
July 2025	0.95	0.70	4,220,622
August 2025	1.02	0.62	7,328,140
September 2025	0.89	0.63	6,142,451
October, 2025	0.87	0.74	4,331,849
November, 2025	1.59	0.80	20,488,071
December 1 to 8, 2025	1.60	1.57	4,086,609

Source: TMX Money

The closing price of the Common Shares on the TSXV on November 21, 2025, the last full trading day on which the Common Shares traded on the TSXV prior to the announcement of the Arrangement, was $1.00.

Ownership of Common Shares

As at the Record Date, to the knowledge of the Corporation's directors and executive officers, there are no persons who beneficially own, directly or indirectly, or exercise control or direction over, shares carrying 10% or more of the voting rights attached to all of the Common Shares entitled to vote at the Meeting.

The following table sets out the names of the directors, officers and other insiders (including their associates and affiliates) of the Corporation, the positions held by them with the Corporation and the number and

percentage of outstanding securities of the Corporation beneficially owned, or over which control or direction is exercised, by each of them and, where known after reasonable inquiry, by their respective associates or affiliates, as of the Record Date.

	Common Shares		Warrants		Options		RSUs
	(#)	(%)	(#)	(%)	(#)	(%)	(#)	(%)
Erica Groussman
Chief Executive Officer, Director	4,402,330(1)	4.08%	600,000	10.95%	1,117,000	20.16%	2,500,000	65.55%
Laura Freimane
Chief Financial Officer, Corporate Secretary	40,000	0.04%	-	-	-	-	-	-
J.R. Kingsley Ward
Executive Chairman, Director	8,799,642(2)	8.15%	1,103,571(3)	20.14%	1,000,000	18.05%	1,037,500	27.20%
H. Brock Bundy
Director	1,100,000	1.02%	-	-	200,000	3.61%	-	-
Michael Galloro
Director	1,182,024(4)	1.10%	71,428	1.30%	200,000(5)	3.61%	-	-
Richard Kellam
Director	2,092,857	1.94%	71,428	1.30%	200,000	3.61%	98,067	2.57%
St. John Walshe
Director	107,200	0.10%	-	-	200,000	3.61%	78,330	2.05%
Claire Ughetto
Senior Vice President	-	-	-	-	250,000	4.51%	-	-
Luc Francillon
Vice-President of Finance	-	-	-	-	250,000	4.51%	-	-
Kate McDevitt
Vice-President of Sales	-	-	-	-	250,000	4.51%	-	-
Natasha Port
Vice-President of Marketing	-	-	-	-	100,000	1.81%	-	-

(6) Percentages are based on, as applicable, 107,915,403 Common Shares, 5,478,567 Warrants, 5,539,500 Options and 3,813,897 RSUs issued and outstanding as of the Record Date.
(7) The information is provided to the best of the Corporation's knowledge based on information available as of the date of this Circular.

Commitments to Acquire Common Shares

Except as otherwise described in this Circular, none of the Corporation or its directors and executive officers or, to the knowledge of the directors and executive officers of the Corporation, any of their respective associates or affiliates, any other insiders of the Corporation or their respective associates or affiliates or any person acting jointly or in concert with the Corporation has made any agreement, commitment or understanding to acquire securities of the Corporation.

Benefits from the Arrangement

Except as otherwise described in this Circular, none of the Corporation or its directors and executive officers or, to the knowledge of the directors and executive officers of the Corporation, any of their respective associates or affiliates, any other insiders of the Corporation, or their respective associates or affiliates or any person acting jointly or in concert with the Corporation will receive any direct or indirect benefits from the Arrangement. See "Interests of Certain Persons in Matters to be Acted Upon".

Insider Support of the Arrangement

The Supporting Holders intend to vote the TRUBAR Securities over which they exercise voting control in favour of the Arrangement Resolution. See "The Arrangement – Support Agreements".

Previous Purchases and Sales by the Corporation

Except as set forth below or in the "Previous Distributions" table, no other TRUBAR Securities have been purchased or sold by the Corporation during the 12-month period prior to the date thereof.

Date of Issuance	Nature of Distribution	Type of Security	Number of TRUBAR Securities	Issue Price / Exercise Price	Aggregate Proceeds to the Corporation
June 25, 2025	Grant of RSUs	RSUs	1,500,000	$0.85	Nil
May 24, 2025	Grant of incentive stock options	Options	250,000	$0.95	Nil
May 3, 2025	Grant of incentive stock options	Options	100,000	$0.90	Nil
March 3, 2025	Grant of incentive stock options	Options	250,000	$0.97	Nil
March 2, 2025	Grant of incentive stock options	Options	30,000	$0.97	Nil
January 22, 2025	Grant of RSUs	RSUs	49,381	$1.13	Nil
January 20, 2025	Grant of RSUs	RSUs	100,000	$1.08	Nil

Previous Distributions

Except as disclosed below, no Common Shares were distributed during the five-year period preceding the date of this Circular:

Time Period	Description	Number Issued	Issue Price Per Common Share ($)	Aggregate Proceeds ($)
January 1, 2025 – December 9, 2025	Vesting of RSUs	222,500	-	-
	Exercise of Options	67,000	$0.40	$27,000
		158,334	$0.27	$42,750
		24,999	$0.39	$9,100.26
	Severance payment the former CFO of the Corporation	98,075	$0.81	-
	Exercise of Options	25,000	$0.40	$10,000
	Exercise of Warrants	127,000	$0.35	$44,450
		9,296,965	$0.45	$4,183,634.36
		122,550	$0.51	$62,500
	Issued pursuant to an earnout agreement	23,890	$1.10	-
During the year ended December 31, 2024	Vesting of RSUs	2,191,625	-	-
		500,000	-	-
	Exercise of Options	300,000	$0.27	$81,000
	Exercise of Warrants	5,337,549	$0.45	$2,491,897
		544,872	$0.59	$321,474.48
		500,000	$0.55	$275,000
		1,797,600	$0.25	$449,400
		300,000	$0.27	$81,000
		20,000	$0.35	$7,000
	Issued pursuant to an earnout agreement	26,224	$1.04	-
		35,742	$0.62	-
		83,080	$0.64	-
		89,966	$0.35	-
		71,829	$0.30	-
	Exercise of convertible debenture	2,229,488	$0.39	-
	Issued pursuant to a private placement of units	11,428,568	$0.35	$4,000,000
During the year ended December 31, 2023	Vesting of RSUs	894,917	-	-
		76,125	-	-
	Common Shares for debt	90,236	$0.19	$17,333
		148,925	$0.24	$34,925.89
	Issued pursuant to an earnout agreement	71,829	$0.30	-
		159,487	$0.28	-
		211,152	$0.26	-
		97,988	$0.38	-
		122,918	$0.32	-
	Private placement of Common Shares	28,000,000	$0.25	$7,000,000
	Tranche 2 Issuance in connection with the acquisition of The BRN Group Inc.	433,344	$4.69	$2,032,383.36

Time Period	Description	Number Issued	Issue Price Per Common Share ($)	Aggregate Proceeds ($)
During the year ended December 31, 2022	Vesting of RSUs	309,000	-	-
Common Shares issued for services rendered to the Corporation	89,020	$3.37	$300,000
221,266	$0.226	$50,000
19,157	$4.97	$95,264.56
Common Shares for debt	140,351	$4.20	$589,474.20
Issuance of Common Shares in connection with the acquisition of Herve Edibles Limited	213,219	$0.435	-
Private placement of Common Shares	12,341,844	$0.295	$3,640,844
Exercise of convertible debenture	283,527	$3.6039	$1,021,820
First tranche issuance in connection with the acquisition of The BRN Group Inc.	2,296,419	$4.69	$10,770,205.11
Issuance of Common Shares in connection with the acquisition of Herve Edibles Limited	1,769,716	$4.69	$8,300,000
During the year ended December 31, 2021	Vesting of RSUs	95,225	-	-
Exercise of Options	33,750	$1.33	$45,000
Common Shares issued for services rendered to the Corporation	47,753	$4.71	$225,000
Issuance of Common Shares in connection with the acquisition of Crisp Management Group Inc.	113,568	$4.40	$500,000
Issuance of Common Shares in connection with the acquisition of TRU Brands, Inc.	1,561,407	$4.555	$7,112,229
Vesting of RSUs	390,000	$5.70	-
Exercise of convertible debenture	457,518	$4.815	$2,203,035
3:1 Common Share split	14,026,252	-	-
Conversion of Series 1 Preferred Shares	2,327,833	$3.52	-
During the period of December 9, 2020 to December 31, 2020	-	-	-	-

Dividend Policy

The Corporation has not paid any dividends on the Common Shares during the 24-month period preceding the date of this Circular. Any future determination to pay dividends will be at the discretion of the Board.

Under the terms of the Arrangement Agreement, the Corporation is restricted from declaring, setting aside or paying any dividends during the period from the date of the Arrangement Agreement until the earlier of

the Effective Date and the time that the Arrangement Agreement is terminated in accordance with its terms subject to certain exceptions. See "The Arrangement Agreement – The Arrangement – Covenants – Conduct of Business by TRUBAR" for additional information.

The Arrangement Agreement includes an adjustment to the Consideration if, on or after the date of the Arrangement Agreement, the Corporation sets a record date for any dividend or other distribution on the Common Shares that is prior to the Effective Date or the Corporation pays any dividend or other distribution on the Common Shares prior to the Effective Time. See "The Arrangement Agreement – The Arrangement – Payment of Consideration, Adjustment to Consideration and Withholding Taxes" for additional information.

Apart from those imposed by statute and the Arrangement Agreement, there are no restrictions on the Corporation's ability to pay dividends.

Expenses of the Corporation

The aggregate fees and expenses expected to be incurred by the Corporation in connection with the Arrangement are estimated to be approximately US$3,500,000, including legal, financial advisory, accounting, filing and printing costs, the costs of preparing and mailing this Circular and fees in respect of the Fairness Opinion. Except as otherwise provided in the Arrangement Agreement, all costs and expenses incurred in connection with the Arrangement Agreement will be paid by the Party incurring such cost or expense.

Effects on the Corporation if the Arrangement is Not Completed.

If the Arrangement Resolution is not approved by TRUBAR Securityholders or if the Arrangement is not completed for any other reason, TRUBAR Securityholders will not receive any payment for any of their TRUBAR Securities in connection with the Arrangement and the Corporation will remain a reporting issuer and the Common Shares will continue to be listed on the TSXV. See "Risk Factors – Risk Factors Relating to the Arrangement". The Arrangement Agreement requires that the Corporation pay the Termination Fee and Expense Reimbursement in certain circumstances. See "The Arrangement Agreement – Termination Fees and Expenses".

Interest of Informed Persons in Material Transactions

Except as set forth herein, to the knowledge of the Corporation, no director or executive officer of the Corporation or a person or company that beneficially owns or controls or directs, directly or indirectly, more than 10% of the voting rights attached to all outstanding voting securities of the Corporation, or an associate or affiliate thereof, had any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of the TRUBAR Subsidiaries.

Material Change in the Affairs of the Corporation

Except as described in this Circular, the directors and executive officers of the Corporation are not aware of any plans or proposals for material changes in the affairs of the Corporation.

Other Information

There is no information not disclosed in this Circular but known to the Corporation that would be reasonably expected to affect the decision of TRUBAR Securityholders to vote for or against the Arrangement Resolution.

Auditors

Davidson & Company LLP are the auditors of the Corporation and are independent of the Corporation within the meaning of the CPABC Code Professional Conduct of Chartered Accountants of British Columbia. Davidson & Company LLP was appointed as auditor of the Corporation on August 8, 2023.

Transfer Agent

The transfer agent and registrar of the Corporation is Odyssey Trust Company at its principal office located at Stock Exchange Tower, 1230-300 5th Avenue SW, Calgary, Alberta, T2P 3C4.

INFORMATION REGARDING THE PARENT AND THE PURCHASER

The Parent

The Parent is a leading Turkish consumer goods company servicing the global snacks industry with its established portfolio of over 750 products available in more than 45 countries. The Parent's global presence and position as a key domestic player is rooted in its over 60 years of experience in the industry, focused on innovative growth and production of high-quality goods, which has grown into an end-to-end enterprise operating nine production facilities and employing more than 7,500 employees in its operation and distribution network. As a leading industrial enterprise in Turkey, the Parent continues to strengthen its domestic and international presence through its emphasis on quality and innovation.

The Purchaser

The Purchaser was incorporated under the BCBCA on November 20, 2025 and is a wholly-owned subsidiary of the Parent. The Purchaser was formed as a special purpose vehicle solely for the purpose of engaging in the transactions contemplated by the Arrangement Agreement. The Purchaser has conducted no business activities other than those related to the Arrangement Agreement and its obligations thereunder.

RISK FACTORS

The following risk factors should be carefully considered by TRUBAR Securityholders in evaluating the approval of the Arrangement Resolution. These risk factors should be considered in conjunction with the other information included in this Circular, including certain sections of documents publicly filed, which sections are incorporated by reference herein.

Risks Relating to the Arrangement

Non-Solicitation Obligations and Right to Match

Under the Arrangement Agreement the Corporation is subject to certain non-solicitation obligations, and as a condition to entering into an agreement in respect of a Superior Proposal, the Corporation is required to first offer the Purchaser the Right to Match. These non-solicitation provisions and the Purchaser's Right to Match may discourage other parties from making a Superior Proposal, even if they would otherwise have been willing to acquire the Corporation on more favourable terms than the Arrangement. See "The Arrangement Agreement – Acquisition Proposals".

Conditions Precedent and Required Approvals

There can be no certainty that all conditions precedent to the Arrangement will be satisfied or waived prior to the Outside Date, nor can there be any certainty of the timing of their satisfaction or waiver. Failure to complete the Arrangement could materially negatively impact the trading price of the Common Shares.

The completion of the Arrangement is subject to a number of conditions precedent, some of which are outside the Corporation's control, including receipt of the Final Order. At the hearing on the Final Order, the Court will consider whether to approve the Arrangement based on the applicable legal requirements and the evidence before the Court. Other conditions precedent which are outside of the Corporation's control include, without limitation, the receipt of the Required Arrangement Securityholder Approval and holders of no more than 5% of the issued and outstanding Common Shares having exercised Dissent Rights. There can be no certainty, nor can the Corporation provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived.

The completion of the Arrangement is subject to the condition that, among other things, at the time of closing, no Material Adverse Effect will have occurred since the date of the Arrangement Agreement. Although a Material Adverse Effect excludes certain events, including events in some cases that are beyond the control of the Corporation, there can be no assurance that a Material Adverse Effect will not occur prior to the Effective Time. If such a Material Adverse Effect occurs and the Purchaser does not waive same, the Arrangement would not proceed. See "The Arrangement Agreement – Conditions to Closing".

The Arrangement Resolution must be approved by at least: (a) two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, each being entitled to one vote per Common Share held; (b) two-thirds of the votes cast on the Arrangement Resolution by TRUBAR Securityholders, voting as a single class, present in person or represented by proxy at the Meeting, each being entitled to one vote per Common Share or one vote per TRUBAR Security held; and (c) a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, excluding for this purpose votes cast in respect of Common Shares that are held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101. The Arrangement must also be approved by the Court, which will consider the fairness and reasonableness of the Arrangement to TRUBAR Securityholders. If such TRUBAR Securityholder approval is not obtained, the Arrangement will not be completed. See "The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters".

Interim Period Covenants

Under the Arrangement Agreement, TRUBAR has agreed, among other things, that during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time the Arrangement Agreement is terminated in accordance with its terms, it will not take certain specified actions with respect to its business. Such restrictions may prevent TRUBAR from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement. See "The Arrangement Agreement – Covenants – Conduct of Business by TRUBAR".

Uncertainty Surrounding the Arrangement

As the Arrangement is dependent upon satisfaction of a number of conditions precedent, its completion is uncertain. In response to this uncertainty, the attention of the Corporation's management could be diverted from the day-to-day operations of the business and clients, advertisers, employees, suppliers or partners may delay or defer decisions concerning the Corporation or may seek to modify or terminate their business relationship with the Corporation. Any delay or deferral of those decisions or modification or termination of business relationships by clients, advertisers, employees, suppliers or partners could adversely affect the business and operations of the Corporation, regardless of whether the Arrangement is ultimately completed. Similarly, uncertainty may adversely affect the Corporation's ability to attract or retain key personnel. In the event the Arrangement Agreement is terminated, the Corporation's relationships with clients, advertisers, employees, suppliers, customers or partners and other stakeholders may be adversely affected. Changes in such relationships could adversely affect the business and operations of the Corporation.

Termination Rights

Each of the Corporation and the Purchaser has the right, in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions of closing, to terminate the Arrangement Agreement.

Accordingly, there can be no certainty, nor can the Corporation provide any assurance, that the Arrangement Agreement will not be terminated by either the Corporation or the Purchaser prior to the completion of the Arrangement. The Corporation's business, financial condition or results of operations could also be subject to various material adverse consequences, including that the Corporation would remain liable for significant costs relating to the Arrangement including, among others, legal, accounting and printing expenses. If the Arrangement Agreement is terminated and the Board decides to seek another similar transaction, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than pursuant to the Arrangement. See "The Arrangement Agreement – Termination of the Arrangement Agreement".

Termination Fee and Expense Reimbursement

Under the Arrangement Agreement, the Corporation is required to pay to the Purchaser the Termination Fee and the Expense Reimbursement in the event the Arrangement Agreement is terminated in certain circumstances and in accordance with the termination provisions of the Arrangement Agreement. The Termination Fee and the Expense Reimbursement may discourage other parties from attempting to acquire the Corporation, even if those parties would otherwise be willing to offer greater value than that offered under the Arrangement. See "The Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees and Expenses".

If, for any reason, the Arrangement is not completed or its completion is materially delayed, or the Arrangement Agreement is terminated, the market price of the Common Shares may be materially adversely affected. See "Information Regarding the Corporation – Trading in Common Shares".

No Continued Benefit of TRUBAR Security Ownership

The Arrangement will result in the Corporation no longer existing as an independently publicly-traded Canadian company and, as such, TRUBAR Securityholders will be unable to participate in the longer-term potential benefits of the business of the Corporation, including any benefits that may result from any improvement in the Corporation's financial results. Accordingly, TRUBAR Securityholders will not benefit from any appreciation in the value of, or dividends (as applicable) on, their TRUBAR Securities after the completion of the Arrangement.

Income Tax Consequences

The Arrangement results in certain income tax consequences to the TRUBAR Securityholders. See "Certain Canadian Federal Income Tax Considerations". TRUBAR Securityholders are advised to consult with their own tax advisors to determine the tax consequences of the Arrangement to them, including the application and effect of the income and other tax laws of any country, province, territory, state, local or other jurisdiction that may be applicable to the TRUBAR Securityholders.

Directors and Senior Officers of the Corporation may have interests in the Arrangement that are different from those of TRUBAR Securityholders.

In considering the recommendation of the Board to vote IN FAVOUR of the Arrangement Resolution, TRUBAR Securityholders should be aware that directors and officers of the Corporation may have interests in connection with the Arrangement as described herein that may be in addition to, or separate from, those of TRUBAR Securityholders generally in connection with the Arrangement. The Board established the Special Committee to evaluate the Arrangement and advise the full Board on whether the Arrangement is in the best interests of the Corporation and the TRUBAR Securityholders. The Board and the Special Committee each unanimously recommended in favour of the Arrangement. Nevertheless, Shareholders should consider these interests in connection with their vote on the Arrangement Resolution. See "Interests of Certain Persons in Matters to be Acted Upon".

On Closing of the Arrangement, Shareholders will not be shareholders of the Corporation

At the Effective Time, each Shareholder will cease to hold Common Shares and to have any rights as a holder of such Common Shares other than the right to be paid the Consideration by the Purchaser or, in the case of Shareholders who have validly exercised Dissent Rights, be paid the fair value for such Common Shares, in each case in accordance with the Plan of Arrangement. If the Arrangement is successfully completed, the Corporation will no longer exist as an independent public company, and, as a result the consummation of the Arrangement, Shareholders will no longer have the opportunity to participate in the potential long-term benefits of the Corporation's business (if any), notwithstanding the risks that the Corporation faces, to the extent that those potential benefits exceed the benefits reflected in the Consideration to be received pursuant to the Arrangement.

The Corporation will incur costs in connection with the Arrangement

The Corporation estimates that expenses in the aggregate amount of up to US$3.5 million will be incurred by it in connection with the Arrangement and related matters. Certain costs related to the Arrangement, such as legal, accounting and certain financial advisors fees, must be paid by the Corporation even if the Arrangement is not completed.

Risks Relating to the Corporation

If the Arrangement is not completed, the Corporation will continue to face the risks that it currently faces and may face additional risks with respect to its affairs, business and operations and future prospects. Such risk factors are set forth and described in the 2025 AIF and posted on the Corporation's SEDAR+ profile at www.sedarplus.com and which sections are incorporated by reference herein. A copy of such documents will be sent to any Shareholder without charge upon written request to the Corporation's head office at 95 Wellington Street West, Suite 1400, Toronto, Ontario, M5J 2N7, Attention: Laura Freimane, Chief Financial Officer.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following portion summarizes the principal Canadian federal income tax considerations relating to the Arrangement that generally apply to Shareholders that, at all relevant times, for purposes of the Tax Act: (i) beneficially own Common Shares; (ii) hold such Common Shares as capital property; (iii) deal at arm's length with each of the Corporation and the Purchaser and are not affiliated with the Corporation or the Purchaser; and (iv) dispose of their Common Shares to the Purchaser under the Arrangement for the Consideration. A Shareholder satisfying such requirements is referred to as a "Holder" herein, and this portion of the summary only addresses Holders. This summary does not address Canadian federal income tax considerations applicable to Warrantholders, Optionholders, or RSUholders in respect of Warrants, Options and RSUs, and such TRUBAR Securityholders should consult with their own tax advisors.

Common Shares will generally be considered to be capital property to a Holder unless the Holder holds or acquires such Common Shares in the course of carrying on a business or the of buying or selling securities or in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Shareholder: (i) that is a "financial institution" (for the purposes of the "mark-to-market" rules in the Tax Act) or a "specified financial institution" (as defined in the Tax Act); (ii) an interest in which would be a "tax shelter" or a "tax shelter investment" each within the meaning of the Tax Act; (iii) that has elected to report its "Canadian tax results" for the purposes of the Tax Act in a currency other than the Canadian currency; (iv) who acquired any of its Common Shares on the exercise of employee stock options or pursuant to an employment based compensation arrangement; (v) that has entered or will enter into a "derivative forward agreement" or "synthetic disposition arrangement" (as each is defined in the Tax Act), in respect of any of the Common Shares; (vi) that is a partnership; (vii) that is a "foreign affiliate" (as defined in the Tax Act) of a taxpayer resident in Canada; or (viii) that is exempt from tax under Part I of

the Tax Act. Any such Shareholder should consult its own tax advisors with respect to the Arrangement having regard to its particular circumstances.

This summary is based on the current provisions of the Tax Act and an understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the "CRA") published in writing and publicly available prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance and National Revenue (Canada) prior to the date hereof ("Tax Proposals") and assumes that all Tax Proposals will be enacted in the form proposed. However, there can be no assurance that the Tax Proposals will be enacted in their current form, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in Law or the current administrative policies or assessing practices of the CRA, whether by legislative, regulatory, administrative or judicial decision or action, nor does it take into account or consider other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from the Canadian federal income tax considerations described herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal, business or tax advice to any particular Shareholder and no representation with respect to the tax consequences to any particular Shareholder is made. This summary is not exhaustive of all Canadian federal income tax considerations. Consequently, Shareholders are urged to consult their own tax advisors for advice regarding the income tax consequences of the Arrangement to them having regard to their own particular circumstances, and any other consequences to them of the Arrangement under Canadian federal, provincial, local and foreign tax Laws.

For the purposes of the Tax Act, all amounts relating to the acquisition, and holding or disposition of Common Shares must be expressed in Canadian dollars, including adjusted cost base and proceeds of disposition. Amounts denominated in foreign currency must be converted into Canadian dollars using the appropriate exchange rate on the date such amounts arise (as determined in accordance with the detailed rules contained in the Tax Act).

Holders Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act, is, or is deemed to be, resident in Canada (a "Resident Holder").

Certain Resident Holders whose Common Shares might not otherwise be considered capital property may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their Common Shares and every other "Canadian security" (as defined in the Tax Act) owned by such Resident Holder in the taxation year in which the election is made, and in all subsequent taxation years, deemed to be capital property. Resident Holders considering making such election should consult with their own tax advisors.

Disposition of Common Shares under the Arrangement

Under the Arrangement, Resident Holders (other than Dissenting Resident Holders, as defined below) will transfer their Common Shares to the Purchaser in consideration for the Consideration. In such circumstances, a Resident Holder will generally realize a capital gain (or a capital loss) equal to the amount by which the aggregate Consideration received for the Common Shares exceeds (or is less than) the aggregate of the adjusted cost base to the Resident Holder of such Common Shares immediately before their sale to the Purchaser and any reasonable costs of disposition. See "Capital Gains and Capital Losses" and "Additional Refundable Tax" below.

Dissenting Resident Holders of Common Shares

A Resident Holder who validly exercises Dissent Rights (a "Dissenting Resident Holder") will be deemed to have transferred its Common Shares to the Purchaser and will be entitled to receive a payment from the Purchaser of an amount equal to the fair value of such Common Shares.

A Dissenting Resident Holder who receives a payment from the Purchaser for the fair value of its Common Shares will realize a capital gain (or capital loss) to the extent that such payment (other than any portion thereof that is interest awarded by a court) exceeds (or is less than) the aggregate of the adjusted cost base of the Common Shares to the Dissenting Resident Holder immediately before their transfer to the Purchaser and any reasonable costs of the disposition. See "Capital Gains and Capital Losses" and "Additional Refundable Tax" below. A Dissenting Resident Holder will be required to include in computing its income any interest awarded by a court in connection with the Arrangement.

Additional income tax considerations may be relevant to Holders who fail to perfect or withdraw their claims pursuant to their Dissent Rights. Resident Holders considering exercising Dissent Rights should consult their own tax advisors.

Capital Gains and Capital Losses

Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a "taxable capital gain") realized by it in such taxation year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an "allowable capital loss") realized in a taxation year from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year may generally be deducted by the Resident Holder against taxable capital gains (less allowable capital losses) realized by the Resident Holder in any of the three preceding taxation years or any subsequent taxation year, to the extent and in the circumstances described in the Tax Act.

If a Resident Holder is a corporation, the amount of any capital loss otherwise realized on the disposition of a Common Share may be reduced by the amount of dividends received or deemed to have been received by the Resident Holder on such Common Share (or on any share for which such Common Share has been substituted) to the extent and in the circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or beneficiary of a trust that owns Common Shares, or where a partnership or trust of which a corporate Resident Holder is a member or beneficiary is itself a member of a partnership or a beneficiary of a trust that owns Common Shares.

Capital gains realized by a Resident Holder that is an individual (including certain trusts) may be liable for alternative minimum tax as a result of realizing a capital gain.

Additional Refundable Tax

A Resident Holder that (i) throughout the relevant taxation year, is a "Canadian-controlled private corporation" (as defined in the Tax Act), or (ii) at any time in the relevant taxation year, is a "substantive CCPC" (as defined in the Tax Act), may be liable to pay an additional tax (refundable in certain circumstances) on its "aggregate investment income" (as defined in the Tax Act) for the year, which generally includes taxable capital gains and interest income. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Holders Not Resident in Canada

The following portion of the summary is generally applicable to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, and at all relevant times, is not a resident or deemed to be a resident of Canada and does not use or hold, and is not deemed to use or hold, Common Shares in the course of carrying on, or otherwise in connection with, a business in Canada (a "Non-Resident

Holder"). Special rules, which are not discussed in this summary, apply to a non-resident that is an insurer carrying on business in Canada and elsewhere or an authorized foreign bank (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors with respect to the Arrangement.

Disposition of Common Shares under the Arrangement

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of any capital gain, or entitled to deduct any capital loss, realized on the disposition of a Common Share to the Purchaser under the Arrangement unless (i) the Common Share constitutes (or is deemed to constitute) "taxable Canadian property" to the Non-Resident Holder for purposes of the Tax Act at the time such Common Share is disposed of to the Purchaser, and (ii) the Common Share does not constitute "treaty-protected property" (each as defined in the Tax Act).

Provided the Common Shares are listed on a "designated stock exchange" as defined in the Tax Act (which includes the TSXV) at the time such Common Shares are transferred to the Purchaser pursuant to the Arrangement, the Common Shares generally will not constitute taxable Canadian property to a Non-Resident Holder at such time unless, at any time during the sixty-month period that ends at that time, the following two conditions are met concurrently: (a) one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder does not deal at arm's length, and (iii) partnerships in which the Non-Resident Holder or any person described in (ii) holds an interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of the capital stock of the Corporation; and (b) more than 50% of the fair market value of the Common Shares was derived, directly or indirectly, from one or any combination of (a) real or immovable property situated in Canada, (b) "Canadian resource properties" (as defined in the Tax Act), (c) "timber resource properties" (as defined in the Tax Act), or (d) options in respect of, or interests in, any of the foregoing property, whether or not such property exists. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Common Shares which are not otherwise taxable Canadian property could be deemed to be taxable Canadian property.

Even if such Common Shares are taxable Canadian property to a Non-Resident Holder, a taxable capital gain resulting from the disposition of such Common Shares will not be included in computing the Non-Resident Holder's income for the purposes of the Tax Act if the Common Shares constitute "treaty-protected property". Common Shares owned by a Non-Resident Holder will generally be treaty-protected property if the gain from the disposition of such Common Shares would, because of an applicable income tax treaty, be exempt from tax under the Tax Act. Non-Resident Holders should consult their own tax advisors with respect to the availability of relief under the terms of any applicable income tax treaty or convention.

In the event that Common Shares constitute or are otherwise deemed to constitute taxable Canadian property but not treaty-protected property to a particular Non-Resident Holder, the tax consequences as described above under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada — Disposition of Common Shares Under the Arrangement" and "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada — Capital Gains and Capital Losses" will generally apply. Non-Resident Holders whose Common Shares are or may be taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances, including regarding any Canadian reporting requirements arising from the Arrangement.

Dissenting Non-Resident Holders

A Non-Resident Holder who validly exercises Dissent Rights (a "Dissenting Non-Resident Holder") will be deemed to have transferred its Common Shares to the Purchaser and will be entitled to receive a payment from the Purchaser of an amount equal to the fair value of such Common Shares.

Dissenting Non-Resident Holders will generally be subject to the same treatment described above under the heading "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Disposition of Common Shares under the Arrangement". Any interest paid or deemed to be paid to a Dissenting Non-Resident Holder will generally not be subject to Canadian withholding tax.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

In considering the recommendation of the Board with respect to the Arrangement, TRUBAR Securityholders should be aware that certain members of the Board and the Corporation's management have interests in connection with the transactions contemplated by the Arrangement are, or may be, different from, or in addition to, the interest of the TRUBAR Securityholders and that may create actual or potential conflicts of interest in connection with the Arrangement. These interests include those described below. The Board was aware of these interests, and considered them, among other matters, when recommending approval of the Arrangement by TRUBAR Securityholders. See "The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters".

TRUBAR Securities held by Directors and Senior Officers of the Corporation

As of the Record Date, the current directors and officers of the Corporation and their associates and affiliates, as a group, beneficially own, directly or indirectly, or exercise control or direction over an aggregate of (i) 17,724,053 Common Shares, representing 16% of the issued and outstanding Common Shares on a non-diluted basis, (ii) 1,846,427 Warrants, representing 34% of the issued and outstanding Warrants, (iii) 3,767,000 Options, representing 68% of the issued and outstanding Options, and (iv) 3,713,897 RSUs, representing 97% of the issued and outstanding RSUs, and have entered into Support Agreements pursuant to which they have agreed, subject to the terms thereof, to vote the TRUBAR Securities over which they exercise voting control in favour of the Arrangement. See "Information Regarding the Corporation" for information regarding the ownership of TRUBAR Securities by certain directors and senior officers of the Corporation. All TRUBAR Securities held by the directors and officers of the Corporation will be treated in the same fashion under the Arrangement as TRUBAR Securities held by every other TRUBAR Securityholders.

The following table sets out the names of the directors, officers, insiders and informed persons of the Corporation who at any time since the beginning of the Corporation's 2024 fiscal year served as a director or officer of the Corporation, as well as other insiders of the Corporation, the number of outstanding securities of the Corporation beneficially owned, or over which control or direction is exercised, by each of them and, where known after reasonable inquiry, by their respective associates or affiliates, as of the Record Date, and the estimated consideration to be received in respect of such securities as a result of the Arrangement.

Director, Officer and Informed Persons	TRUBAR Securities	Consideration
Erica Groussman
Chief Executive Officer, Director	4,402,330 Common Shares^{(1)}	$7,219,821
	600,000 Warrants	$714,000
	1,117,000 Options	$1,353,450
	2,500,000 RSUs	$4,100,000
	---	Total: $13,387,271
J.R. Kingsley Ward
Executive Chairman, Director	8,799,642 Common Shares^{(2)}	$14,431,413
	1,103,571 Warrants^{(3)}	$1,313,249
	1,000,000 Options	$1,240,000
	1,037,500 RSUs	$1,701,500
	---	Total: $18,686,162
Laura Freimane
Chief Financial Officer	40,000 Common Shares	$65,600
	---	Total: $65,600
Michael Galloro
Director	1,182,024 Common Shares^{(4)}	$1,938,519
	71,428 Warrants	$84,999

Director, Officer and Informed Persons	TRUBAR Securities	Consideration
	200,000 Options(5)	$248,000
	---	Total: $2,271,518
Richard Kellam
Director	2,092,857 Common Shares	$3,432,285
	71,428 Warrants	$84,999
	200,000 Options	$248,000
	98,067 RSUs	$160,830
	---	Total: $3,926,114
H. Brock Bundy
Director	1,100,000 Common Shares	$1,804,000
	200,000 Options	$248,000
	---	Total: $2,052,000
St. John Walshe
Director	107,200 Common Shares	$175,808
	200,000 Options	$186,000
	78,330 RSUs	$128,461
	---	Total: $490,269
Claire Ughetto
Senior Vice President of Operations	250,000 Options	$167,500
	---	Total: $167,500
Luc Francillon
Vice-President of Finance	250,000 Options	$172,500
	---	Total: $172,500
Kate McDevitt
Vice-President of Sales	250,000 Options	$255,000
	---	Total: $255,000
Natasha Port
Vice-President of Marketing	100,000 Options	$74,000
	---	Total: $74,000
Paul Norman (6)
Former Director	2,458,117 Common Shares(7)	$4,031,312
	200,000 Options	$248,000
	---	Total: $4,279,312
Kathy Casey(8)
Former Director and CEO	1,485,108 Common Shares	$2,435,577
	---	Total: $2,435,577

Notes:
(1) Of these, 264,348 Common Shares are held by A2 Investment Trust, a company owned and controlled by Mrs. Groussman.
(2) Of these, 207,142 Common Shares are held by Adrem Brands Inc., a company of which Mr. Ward is a director, and 6,480,000 Common Shares are held by VRG Investments Corp., a company of which Mr. Ward is a shareholder and a director.
(3) Of these, 103,571 Warrants are held by Adrem Brands Inc.
(4) Of these, 769,167 Common Shares are held by Duck Capital Inc., a company of which Mr. Galloro is a shareholder and a director.
(5) Mr. Galloro's Options are held by Duck Capital Inc.
(6) Ceased to be an insider of TRUBAR on May 21, 2025.
(7) Of these, 531,091 Common Shares are held by Paul Timothy Norman Trust, of which Mr. Norman is principal.
(8) Ceased to be an insider of TRUBAR on January 31, 2024.
(9) This table assumes that the current and former directors and officers hold the same TRUBAR Securities immediately prior to the Effective Time as held on the date hereof.
(10) The Consideration does not include Tax withholdings or other source deductions.
(11) The information is provided to the best of the Corporation's knowledge based on information available as of the date of this Circular.

Insurance and Indemnification of Directors and Officers of the Corporation

Prior to the Effective Date, the Corporation will purchase customary "tail" policies of directors' and officers' liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Corporation and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser will, or will cause the Corporation and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that the Purchaser will not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies will not exceed 300% of the Corporation's current annual aggregate premium for policies currently maintained by the Corporation.

The Purchaser will, from and after the Effective Time, honour and cause the Corporation and its Subsidiaries to honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Corporation and its Subsidiaries, to the extent they are (i) included in the constating documents of the Corporation or any of its Subsidiaries, or (ii) as disclosed in connection with the Arrangement Agreement, and acknowledges that such rights will survive the completion of the Plan of Arrangement and will continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date. See "The Arrangement Agreement – Covenants – Insurance and Indemnification".

If the Corporation or Purchaser or Parent or any of their successors or assigns will (i) amalgamate, consolidate with or merge or wind-up into any other person and, if applicable, will not be the continuing or surviving corporation or entity, or (ii) transfer all or substantially all of its properties and assets to any person or persons, then, and in each such case, proper provisions will be made so that the successors, assigns and transferees of the Corporation or Purchaser or Parent, as the case may be, will assume all of the obligations set forth in the insurance and indemnification provision of the Arrangement Agreement.

The insurance and indemnification obligations under the Arrangement Agreement will survive the consummation of the Arrangement and are intended to be for the benefit of, and will be enforceable by, the present and former directors and officers of the Corporation and its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the "Indemnified Persons") and will be binding on the Purchaser, the Corporation, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Corporation hereby confirms that it is acting as agent on behalf of the Indemnified Persons.

Change in Control Payment

The Corporation has entered into an employment agreement (the "Groussman Employment Agreement") with Erica Groussman which provides that, if there is a "Change in Control" (as that term is defined in the Groussman Employment Agreement) of the Corporation where the net sale price of such Change of Control transaction equals or exceeds US$75 million, Ms. Groussman will be entitled to a bonus payment, payable in cash or otherwise (the "Groussman Change in Control Payment").

The completion of the Arrangement will constitute a Change in Control pursuant to the Groussman Employment Agreement. Upon such completion, the Corporation expects that Ms. Groussman will be entitled to receive a Groussman Change in Control Payment of approximately $8,588,800.

Other Compensation

On November 22, 2025, in connection with the Arrangement, the compensation committee of the Board, on the advice of an arm's length human resources advisory firm, recommended, and, on November 22, 2025, the Board approved, subject to completion of the Arrangement, a one-time payment: (a) in the amount of $3,032,920 to J.R. Kingsley Ward (the "Ward Payment"), Executive Chairman of the Corporation, in consideration for Mr. Ward's significant contribution during his term as Executive Chairman of the

Corporation and in connection with the Arrangement; (b)(i) in the amount of $352,000 to Richard Kellam (the "Kellam Payment"), director of the Corporation, (ii) in the amount of $352,000 to Michael Galloro (the "Galloro Payment"), director of the Corporation, (iii) in the amount of $352,000 to H. Brock Bundy (the "Bundy Payment", and collectively with the Ward Payment, the Kellam Payment and the Galloro Payment, the "Subject Director Payments"), director of the Corporation, and (iv) in the amount of $352,000 to St. John Walshe, director of the Corporation, in each case in consideration for such Person's significant contributions as non-executive directors of the Corporation for the extraordinary time and effort expended for the benefit of the Corporation during the prior 15 to 24 month period; and (c) (i) in the amount of $281,600 to Laura Freimane, Chief Financial Officer of the Corporation, (ii) in the amount of $98,560 to Luc Francillon, Vice-President of Finance of the Corporation, (iii) in the amount of $98,560 to Claire Ughetto, Senior Vice-President of Operations of the Corporation (iv) in the amount of $98,560 to Kate McDevitt, Vice-President of Sales of the Corporation, and (v) in the amount of $98,560 to Natasha Port, Vice-President of Marketing of the Corporation, in each case in consideration for such Person's significant efforts as an employee or independent contractor of the Corporation in connection with the Arrangement.

The Groussman Change in Control Payment, Subject Director Payments, and the payments to the Corporation's employees listed above will be paid in U.S. dollars. For the purposes of this Circular, the amounts have been converted to Canadian dollars using an exchange rate of $1 = US$ 1.408, being the exchange rate posted by the Bank of Canada on November 20, 2025.

Members of the Special Committee, other than the Chair of the Special Committee, are entitled to receive a retainer fee of $10,000 per month and a Special Committee meeting fee of $1,500 per meeting. The Chair of the Special Committee is entitled to receive a retainer fee of $20,000 per month, a transaction negotiation fee of $20,000 per month, and a meeting fee of $2,000 per meeting.

J.R. Kingsley Ward or his affiliate is entitled to receipt of the Indemnitor's Fee and the Clarus Work Fee, as described in further detail under "Securities Law Matters – MI 61-101 Matters".

INTEREST OF EXPERTS

Certain legal matters in connection with the Arrangement will be passed upon by Norton Rose Fulbright, on behalf of the Corporation. As at the date of this Circular, partners and associates of Norton Rose Fulbright, as a group, beneficially owned, directly or indirectly, less than 1% of the outstanding Common Shares, its associates or its affiliates and no interests in property of any of the Corporation, its associates or its affiliates.

MNP acted as financial advisor to the Special Committee. As at the date of this Circular, the designated professionals of MNP beneficially own, directly or indirectly, less than 1% of the Common Shares, its associates or its affiliates and no interests in property of any of the Corporation, its associates or its affiliates.

OTHER BUSINESS

Management is not aware of any matter intended to come before the Meeting other than those items of business set forth in this Circular. If any other matters properly come before the Meeting and may properly be considered and acted upon, proxies will be voted by those named in the applicable form of proxy or voting instruction form in their sole discretion, including with respect to any amendments or variations of the matters identified in this Circular.

ADDITIONAL INFORMATION

If you have any questions that are not answered by this Circular, or would like additional information, you should contact your professional advisors. If you require assistance in completing your form of proxy or Letter of Transmittal, you can contact Odyssey Trust Company by telephone toll free at 1 (888) 290-1175 (within North America) or 1 (587) 885 0960 (from outside of North America), or by email at [email protected].

Additional financial information is provided in the Corporation's Financial Statements and management's discussion and analysis for the fiscal years ended December 31, 2024 and 2023 and for the three and nine months ended September 30, 2025 (including any of the notes or schedules thereto and related management's discussion and analysis). Such information, the Corporation's annual meeting information circular dated April 8, 2025 and additional information regarding the Corporation is available under the Corporation's profile on SEDAR+ at www.sedarplus.com and on the Corporation's website at www.trubar.ca. Copies of the Corporation's filings, including its most recent financial statements and management discussion and analysis will be sent to any Shareholder without charge upon written request to the Corporation's head office at 95 Wellington Street West, Suite 1400, Toronto, Ontario, M5J 2N7, Attention: Laura Freimane, Chief Financial Officer.

APPROVAL BY DIRECTORS

The content and the sending of the Notice of Meeting and this Circular to each director, to each TRUBAR Securityholder entitled to notice of the Meeting and to the auditors of the Corporation, have been approved by the Board of Directors of the Corporation.

Dated at Vancouver, British Columbia this 9th day of December, 2025.

By order of the Board of Directors,

(signed) "Richard Kellam"

Richard Kellam
Chair of the Special Committee

100

101

CONSENT OF MNP LLP

We refer to the fairness opinion of our firm as at November 23, 2025 (the "Fairness Opinion") forming part of the management information circular dated December 9, 2025 (the "Circular") of TRUBAR Inc. ("TRUBAR") which we prepared for the Special Committee (as defined in the Circular) and the board of directors of TRUBAR in connection with the Arrangement (as defined in the Circular). We hereby consent to the filing of the text of the Fairness Opinion with the securities regulatory authorities in the provinces of Canada and the inclusion of the Fairness Opinion, and all references thereto, in the Circular.

(Signed) "MNP LLP"
MNP LLP

APPENDIX A
ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

The arrangement (the "Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) of TRUBAR Inc. (the "Corporation"), pursuant to the arrangement agreement (the "Arrangement Agreement") among the Corporation, 1564128 B.C. Unlimited Liability Company and ETI Gida Sanayi ve Ticaret Anonim Şirketi dated November 23, 2025, all as more particularly described and set forth in the management information circular of the Corporation dated December 9, 2025 (the "Circular"), accompanying the notice of this meeting (as the Arrangement may be modified or amended in accordance with its terms) is hereby authorized, approved and adopted.
The plan of arrangement of the Corporation (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms (the "Plan of Arrangement")), the full text of which is set out in Appendix B to the Circular, is hereby authorized, approved and adopted.
The (i) Arrangement Agreement and related transactions, (ii) actions of the directors of the Corporation in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto, are hereby ratified and approved.
The Corporation be and is hereby authorized to apply for a final order from the Supreme Court of British Columbia (the "Court") to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified, or supplemented and as described in the Circular).
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Corporation or that the Arrangement has been approved by the Court, the directors of the Corporation are hereby authorized and empowered to, at their discretion, without notice to or approval of the shareholders of the Corporation, (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
Any officer or director of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things, in each case as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

A-1

B-1

APPENDIX B

PLAN OF ARRANGEMENT

See attached.

PLAN OF ARRANGEMENT

MADE PURSUANT TO DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

"Arrangement" means the arrangement under Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement, the Plan of Arrangement and the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement dated November 23, 2025, among the Purchaser, the Parent and the Company, including all schedules thereto, as it may be amended or supplemented or otherwise modified from time to time in accordance with its terms.

"Arrangement Resolution" means the resolution approving this Plan of Arrangement to be considered at the Company Meeting, substantially in the form set out in Schedule B to the Arrangement Agreement.

"BCBCA" means the Business Corporations Act (British Columbia).

"Book-Entry Shares" shall mean non-certificated Shares represented by book-entry.

future, known or unknown, by guarantee, warranty, surety or otherwise, and whether or not any right or claim is executory or anticipatory in nature, including any claim made or asserted against the applicable Persons, or any of them, through any successor, assignee, affiliate, subsidiary, associated or related Person, or any right or ability of any Person to advance a claim for an accounting, reconciliation, contribution, indemnity, restitution or otherwise with respect to any matter, grievance, action (including any class action or proceeding before an administrative or regulatory tribunal), cause or chose in action, whether existing at present or commenced in the future.

"Company" means TRUBAR Inc., a corporation existing under the laws of the Province of British Columbia.

"Company Circular" means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to the Securityholders, and such other Persons as may be required by the Interim Order, in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

"Company Meeting" means the special meeting of Shareholders and other Securityholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Arrangement Agreement and the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser, acting reasonably, in accordance with the Arrangement Agreement.

"Company Options" means the outstanding options to purchase Shares issued pursuant to the Omnibus Plan.

"Company RSUs" means the outstanding restricted share units granted under the Omnibus Plan.

"Company Warrants" means, collectively, the Warrants and the Compensation Warrants.

"Compensation Warrant" means a warrant to purchase Shares issued and outstanding pursuant to a warrant certificate and not governed by the terms and conditions of the Warrant Indenture.

"Consideration" means, for each Share, $1.64 in cash (without interest).

"Court" means the Supreme Court of British Columbia.

"Depositary" means Odyssey Trust Company, in its capacity as depositary for the Arrangement, or such other Person as the Purchaser may appoint to act as depositary in relation to the Arrangement, with the approval of the Company, acting reasonably.

"Dissent Rights" has the meaning specified in Section 3.1.

Dissent Rights, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such holder.

"DRS Advice" has the meaning specified in Section 4.1(2).

"Effective Date" means the date on which the Arrangement becomes effective as set out in Section 2.7 of the Arrangement Agreement.

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time on the Effective Date as the Purchaser and the Company may agree to in writing before the Effective Date.

"Final Order" means the final order of the Court under Section 291 of the BCBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

"Interim Order" means the interim order of the Court pursuant to Section 291 of the BCBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

"Law" means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, Authorization, rule, regulation, by-law, order, injunction, judgment, decision, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, instruments, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

"Letter of Transmittal" means the letter of transmittal to be sent by the Company to the registered Shareholders for use in connection with the Arrangement or such other equivalent form of letter of transmittal acceptable to the Purchaser, acting reasonably.

other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

"Omnibus Plan" means the omnibus plan of the Company adopted as of May 21, 2025 and any predecessor related thereto under which outstanding stock options, restricted stock units, warrants, or other equity has been granted by the Company or any of its Subsidiaries.

"Parent" means ETI Gida Sanayi ve Ticaret Anonim Şirketi.

"Parties" means, collectively, the Company, the Purchaser and the Parent, and "Party" means any one of them.

"Plan of Arrangement" means this plan of arrangement proposed under Division 5 of Part 9 of the BCBCA, and any amendments, modifications, supplements or variations hereto made in accordance with the terms hereof and the Arrangement Agreement, or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

"Purchaser" means 1564128 B.C. Unlimited Liability Company, an unlimited liability corporation existing under the laws of the Province of British Columbia, a wholly-owned direct subsidiary of the Parent.

"Purchaser Loan" means a non-interest bearing demand loan from the Purchaser to the Company denominated in United States dollars in an aggregate principal amount equal to the aggregate amount of cash required by the Company to make the payments in Section 2.3(2), Section 2.3(3) and Section 2.3(4) (including, for greater certainty, the amount of any applicable withholding that must be remitted and/or the employer portion of any social contributions in connection with any such payments), which shall be evidenced by way of a non-interest bearing demand promissory note granted by the Company in favour of the Purchaser.

"PureKana Bankruptcy Proceedings" means the voluntary petition for relief under Chapter 7, Title 11 to the United States Code filed in the United States Bankruptcy Court for the District of New Jersey styled In re PureKana, LLC, Case No. 24-13462 and all filings, actions, suits, claims, investigations or proceedings in relation thereto.

"Release Carve-Outs" has the meaning specified in Section 6.1

"Released Claims" has the meaning specified in Section 6.1.

"Released Parties" means, collectively, the Company, NO BS LIFE LLC, Tru Brands, Inc., Trubrands Snack Company Inc., BRN Acquisition Corp., AF1 Merger Subco, LLC and each of their affiliates and each of their respective current and former directors, officers and employees.

"Securityholders" means, collectively, the Shareholders and the holders of Company Warrants, Company Options and/or Company RSUs.

"Shareholders" means the registered and/or beneficial holders of the Shares, as the context requires.

"Shares" means the common shares in the capital of the Company.

"Tax Act" means the Income Tax Act (Canada).

"Taxes" means (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, affiliated, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, escheat, unclaimed property, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, disability, education, utility, surtaxes, tariffs, customs, import or export, and including all license and registration fees and all employment insurance, health insurance, parental insurance and government pension plan premiums or contributions and any deemed overpayment of Taxes or obligation to repay an amount in respect of COVID-19 Subsidies, (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) above or this clause (b), and (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of any obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party or otherwise pursuant to Contract or Law.

"Warrant Indenture" means the warrant indenture dated May 9, 2024 between Simply Better Brands Corp. (as the predecessor to the Company) and Odyssey Trust Company.

"Warrants" means a warrant to purchase Shares issued and outstanding pursuant to the Warrant Indenture.

Section 1.2 Certain Rules of Interpretation.

In this Plan of Arrangement, unless otherwise specified:

(1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

(2) Currency. All references to dollars or to $ are references to Canadian dollars and all references to US$ are references to United States dollars, unless specified otherwise.

(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(4) Certain Phrases and References, etc. The words (a) "including", "includes", and "include" mean "including (or includes or include) without limitation", (b) "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of", and (c) unless stated otherwise, "Article", "Section", and "Schedule" followed

by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement. The terms "Plan of Arrangement", "hereof", "herein", and similar expressions refer to this Plan of Arrangement (as it may be amended, modified or supplemented from time to time) and not to any particular article, section or other portion thereof and include any instrument supplementary or ancillary hereto.

(5) Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

(6) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

(7) Time. Time shall be of the essence in this Plan of Arrangement. References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

Section 1.3 Governing Law

This Plan of Arrangement shall be governed by and construed in accordance with the laws of British Columbia and the federal laws of Canada applicable therein. All questions as to the interpretation or application of this Plan of Arrangement and all proceedings taken in connection with this Plan of Arrangement and its provisions shall be subject to the jurisdiction of the Court.

ARTICLE 2 THE ARRANGEMENT

Section 2.1 Arrangement

This Plan of Arrangement constitutes an arrangement under Division 5 of Part 9 of the BCBCA and is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein. If there are any inconsistencies or conflict between this Plan of Arrangement and the Arrangement Agreement, the terms of this Plan of Arrangement shall govern.

Section 2.2 Binding Effect

This Plan of Arrangement and the Arrangement will become effective, and be binding on and enure to the benefit of the Company, the Purchaser, the Parent, all Shareholders (including Dissenting Holders), all holders of Company Warrants, Company Options and Company RSUs, the registrar and transfer agent of the Company, the Depositary and all other Persons, and, in each case, their respective agents, heirs, executors, administrators and other legal representatives, successors and assigns, at and after, the Effective Time, in each case, without any further act or formality required on the part of any Person, except as expressly provided in this Plan of Arrangement.

Section 2.3 Arrangement

Pursuant to the Arrangement, each of the following events or transactions shall occur and shall be deemed to have occurred and be taken and effective sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five-minute intervals starting at the Effective Time:

(1) each outstanding Share held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 3, and:

(a) such Dissenting Holder shall cease to be the holder of any such Share and shall cease to have any rights as a holder of such Share and to have any rights as a Shareholder other than the right to be paid the fair value for any such Share by the Purchaser in accordance with Section 3.1, subject to Section 4.3;

(b) the name of such Dissenting Holder shall be removed as a holder of Shares from the register of holders of Shares maintained by or on behalf of the Company; and

(c) the Purchaser be deemed to be the transferee of any such Share and shall be recorded on the register of holders of Shares maintained by or on behalf of the Company as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof;

(2) each Company Warrant, whether vested or unvested, that is outstanding at the Effective Time, notwithstanding the terms of the Warrant Indenture, warrant certificate or any applicable agreement in relation thereto, shall be, unconditionally vested and exercisable, and shall be, without any further action by or on behalf of the holder of such Company Warrant, assigned and transferred by the holder thereof to the Company in exchange for, subject to Section 4.3, a cash payment from the Company equal to the amount (if any) by which the Consideration exceeds the exercise price of such Company Warrant, multiplied by the number of Shares that such Company Warrant entitles the holder to purchase (for greater certainty, where such amount is zero or negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Company Warrant any consideration in respect of such Company Warrant), subject to applicable Tax withholdings and other source deductions (and paid through payroll to the extent applicable), and each such Company Warrant shall immediately be cancelled and terminated, and, with respect to each such Company Warrant transferred and terminated pursuant to this Section 2.3(2), as of the effective time of such transfer and termination: (a) the holder thereof shall cease to be the holder of such Company Warrant; (b) the holder thereof shall cease to have any rights as a holder in respect of such Company Warrant, or under the Warrant Indenture, warrant certificate or any applicable agreement in relation thereto, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to this Section 2.3(2); (c) such holder's name shall be removed from the applicable register; and (d) all agreements, grants and similar instruments relating thereto shall be terminated and of no further force and effect;

thereof to the Company in exchange for, subject to Section 4.3, a cash payment from the Company equal to the amount (if any) by which the Consideration exceeds the exercise price of such Company Option, multiplied by the number of Shares that such Company Option entitles the holder to purchase (for greater certainty, where such amount is zero or negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Company Option any consideration in respect of such Company Option), subject to applicable Tax withholdings and other source deductions (and paid through payroll to the extent applicable), and each such Company Option shall immediately be cancelled and terminated, and, with respect to each such Company Option transferred and terminated pursuant to this Section 2.3(3), as of the effective time of such transfer and termination: (a) the holder thereof shall cease to be the holder of such Company Option; (b) the holder thereof shall cease to have any rights as a holder in respect of such Company Option or under the Omnibus Plan or any applicable agreement in relation thereto, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to this Section 2.3(3); (c) such holder's name shall be removed from the applicable register; and (d) all agreements, grants and similar instruments relating thereto shall be terminated and of no further force and effect;

(4) each Company RSU, whether vested or unvested, that is outstanding at the Effective Time, notwithstanding the terms of the Omnibus Plan or any applicable agreement in relation thereto, shall be, unconditionally vested and shall be, without any further action by or on behalf of the holder of such Company RSU, assigned and transferred by the holder thereof to the Company in exchange for, subject to Section 4.3, a cash payment from the Company equal to the Consideration, subject to applicable Tax withholdings and other source deductions (and paid through payroll to the extent applicable), and, with respect to each such Company RSU transferred and terminated pursuant to this Section 2.3(4), as of the effective time of such transfer and termination: (a) the holder thereof shall cease to be the holder of such Company RSU; (b) the holder thereof shall cease to have any rights as a holder in respect of such Company RSU or under the Omnibus Plan or any applicable agreement in relation thereto, other than the right to receive the consideration to which such holder is entitled pursuant to this Section 2.3(4); (c) such holder's name shall be removed from the applicable register; and (d) all agreements, grants and similar instruments relating thereto shall be terminated and of no further force and effect;

(5) each outstanding Share (other than Shares held by any Dissenting Holder who has validly exercised such holder's Dissent Rights) shall be deemed to have been assigned and transferred without any further act or formality by the holder thereof to the Purchaser in exchange for the Consideration, and

(a) the holder of such Share shall cease to have any rights as a Shareholder other than the right to be paid the Consideration per Share in accordance with this Plan of Arrangement;

(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Company; and

(c) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Company as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof.

Section 2.4 Adjustment to Consideration

If, on or after the date of the Arrangement Agreement, the Company declares, sets aside or pays any dividend or other distribution payable in cash, securities, property or otherwise with respect to the Shares, or sets a record date therefor that is prior to the Effective Date, then the Consideration shall be adjusted to reflect each such dividend or other distribution by way of a reduction in the Consideration by an amount equal to the amount of such dividend or distribution per Share.

Section 2.5 Corporate Authorizations

The adoption, execution, delivery, implementation and consummation of all matters contemplated under this Plan of Arrangement involving the corporate action of any Person under this Plan of Arrangement shall occur and be effective as of the Effective Time, and shall be authorized and approved under the Arrangement and by the Court, where appropriate, as part of the Final Order, in all respects and for all purposes without any requirement of further action by such Person.

ARTICLE 3
DISSENT RIGHTS

Section 3.1 Dissent Rights

(1) Pursuant to the Interim Order, registered Shareholders as of the close of business on the record date for the Company Meeting may exercise dissent rights with respect to the Shares held by such holders ("Dissent Rights") in connection with the Arrangement under Section 238 of the BCBCA and in the manner set forth in Sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Final Order and this Section 3.1; provided that notwithstanding section 242 of the BCBCA, the written objection to the Arrangement Resolution referred to in section 242 of the BCBCA must be received by the Company at its registered office no later than 5:00 p.m. (Vancouver time) on the Business Day that is two (2) Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time).

(2) Dissenting Holders who duly exercise their Dissent Rights shall, notwithstanding anything to the contrary in section 245 of the BCBCA, be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens (other than the right to be paid fair value for such Shares as set out in this Section 3.1), as provided in Section 2.3(1) and, if they:

(a) are ultimately entitled to be paid fair value for such Shares: (i) shall be deemed to not have participated in the transactions contemplated by Section 2.3 (other than Section 2.3(1)) and to have transferred such Shares, as of the Effective Time without any further act or formality, free and clear of all Liens; (ii) shall be entitled to be paid the fair value of such Shares by the Purchaser, less any applicable withholdings pursuant to Section 4.3, which fair value shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) shall not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares; or

(b) are ultimately not entitled, for any reason, to be paid fair value for such Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, on the

same basis as Shareholders who have not exercised Dissent Rights in respect of such Shares and shall be entitled to receive the Consideration per Share to which holders of Shares who have not exercised Dissent Rights are entitled under Section 2.3(1), less any applicable withholdings pursuant to Section 4.3).

Section 3.2 Recognition of Dissenting Holders

(1) In no case shall the Company, the Purchaser or any other Person be required to recognize a Person exercising Dissent Rights unless such Person: (a) was the registered holder of those Shares in respect of which such rights are sought to be exercised as of the close of business on the record date of the Company Meeting and as of the deadline for exercising Dissent Rights; and (b) has strictly complied with the procedures for exercising Dissent Rights; and (iii) has not withdrawn such dissent prior to the Effective Time.

(2) In no case shall the Company, the Purchaser or any other Person be required to recognize any holder of Shares who exercises Dissent Rights as a Shareholder after the Effective Time and the names of such Dissenting Shareholders shall be deleted from the register of Shares as of the Effective Time.

(3) Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and shall be entitled to receive the Consideration to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(1) hereof, less any applicable withholdings pursuant to Section 4.3.

(4) In addition to any other restrictions under Division 2 of Part 8 of the BCBCA, none of the following shall be entitled to exercise Dissent Rights: (a) holders of Company Warrants, Company Options or Company RSUs; (b) Shareholders who vote or have instructed a proxyholder to vote their Shares in favour of the Arrangement Resolution; or (c) Persons who have not strictly complied with the procedures for exercising Dissent Rights or Persons who have withdrawn their exercise of Dissent Rights prior to the Effective Time.

ARTICLE 4 CERTIFICATES AND PAYMENTS

Section 4.1 Payment of Consideration

(1) At or prior to the Effective Time, in accordance with the terms of the Arrangement Agreement, the Parent shall: (a) provide the Purchaser Loan; and (b) deposit, or arrange or cause to be deposited, for the benefit of the Shareholders (other than the Dissenting Holders), cash with the Depositary in the aggregate amount equal to the payments required by this Plan of Arrangement to be made to Shareholders, which funds shall be held by the Depositary in escrow as agent and nominee for the benefit of such Shareholders. The cash deposited with the Depositary by or on behalf of the Purchaser shall be held in an interest-bearing account, and any interest earned on such funds shall be for the account of the Purchaser. The cash deposited with the Depositary shall not be used for any other purpose except as provided in this Plan of Arrangement.

(2) Upon surrender to the Depositary for cancellation of a certificate or a direct registration statement (DRS) advice (each, a "DRS Advice") which immediately prior to the Effective Time represented outstanding Shares that were transferred pursuant to Section 2.3(5), together with

a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the registered Shareholders represented by such surrendered certificate or DRS Advice shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the cash payment to which such holder has the right to receive under this Plan of Arrangement for such Shares, without interest, less any amounts withheld pursuant to Section 4.3, and any certificate or DRS Advice so surrendered shall forthwith be cancelled. Upon receipt of a customary "agent's message" by the Depositary with respect to Book-Entry Shares that were transferred pursuant to Section 2.3(5), and such additional documents and instruments as the Depositary may reasonably require, the Depositary shall deliver to such holder of such Book-Entry Shares, the cash payment to which such holder has the right to receive under this Plan of Arrangement for such Book-Entry Shares, without interest, less any amounts withheld pursuant to Section 4.3, and any Book-Entry Shares so surrendered shall forthwith be cancelled.

(3) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Warrants that were transferred pursuant to Section 2.3(2), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holders of Warrants represented by such surrendered certificate or DRS Advice shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder of Warrants, the cash payment to which such holder has the right to receive under this Plan of Arrangement for such Warrants, without interest, less any amounts withheld pursuant to Section 4.3, and any certificate or DRS Advice so surrendered shall forthwith be cancelled.

(4) As soon as practicable after the Effective Time, the Purchaser shall cause the Company, or the relevant Subsidiary of the Company, to pay to each former holder of Compensation Warrants, Company Options and Company RSUs as reflected on the register maintained by or on behalf of the Company in respect of the Compensation Warrants, Company Options and Company RSUs, the cash payment, if any, net of applicable withholdings pursuant to Section 4.3; provided that, any such cash payment may be paid through: (a) the normal payroll practices and procedures or equity plan management system of the Company and its Subsidiaries, as applicable; or (b) by cheque (delivered to the holders of such Compensation Warrants, Company Options or Company RSUs, as applicable, as reflected on the registers maintained by or on behalf of the Company in respect of the Compensation Warrants, Company Options and Company RSUs, as applicable).

(5) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Shares or Warrants (as the case may be) shall be deemed after the Effective Time to represent only the right to receive upon such surrender the cash payment in lieu of such certificate or DRS Advice as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Shares or Warrants (as the case may be) not duly surrendered on or before the sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all cash payments to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

unclaimed, in each case, on or before the sixth (6th) anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth (6th) anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Shares, Company Warrants, Company Options or Company RSUs in accordance with this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.

(7) No holder of Shares, Company Warrants, Company Options or Company RSUs shall be entitled (following the completion of this Plan of Arrangement) to receive any consideration with respect to such Shares, Company Warrants, Company Options or Company RSUs other than the applicable consideration, if any, to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1. No dividend or other distribution declared or made after the Effective Time with respect to any securities of the Company with a record date on or after the Effective Date shall be delivered to the holder of any un-surrendered certificate or DRS Advice which, immediately prior to the Effective Date, represented outstanding Shares that were transferred pursuant to Section 2.3.

Section 4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary shall issue in exchange for such lost, stolen or destroyed certificate, a cheque (or other form of immediately available funds) representing the cash amount, and cause to be issued the Contingent Value Rights, to which such holder is entitled to receive in respect of such Shares under this Plan of Arrangement in accordance with such holder's Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such payment is to be delivered shall, as a condition precedent to the delivery of such payment, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such amount as the Purchaser may direct (acting reasonably), or otherwise indemnify the Company, the Purchaser and the Depositary in a manner satisfactory to the Company, the Purchaser and the Depositary (each acting reasonably) against any claim that may be made against the Company, the Purchaser or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.3 Withholding Rights

The Purchaser, the Company and the Depositary, as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person under this Plan of Arrangement such amounts as the Purchaser, the Company or the Depositary, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, from such amount otherwise payable or deliverable under any provision of any Laws in respect of Taxes. To the extent that such amounts are so deducted, withheld and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes under the Arrangement Agreement and this Plan of Arrangement as having been paid to the Person to whom such amounts would otherwise have been paid.

Section 4.4 No Liens

Any exchange or transfer of securities, deemed or otherwise, in accordance with this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind (other than the right to be paid fair value for such Shares as set out in Section 3.1).

Section 4.5 Paramountcy

From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all Shares, Company Warrants, Company Options and Company RSUs issued or outstanding prior to the Effective Time; (2) the rights and obligations of the Securityholders, the Company, the Purchaser, the Parent, the Depositary, and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Shares, Company Warrants, Company Options and Company RSUs shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 5
AMENDMENT AND TERMINATION

Section 5.1 Amendment and Termination

(1) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (a) set out in writing, (b) approved by both the Purchaser and the Company, each acting reasonably, (c) filed with the Court and, if made following the Company Meeting, approved by the Court, and (d) communicated to the Securityholders and others as may be required by the Interim Order if and as required by the Court.

(2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser, at any time prior to the Company Meeting (provided that the Purchaser shall have consented thereto in writing) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (a) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (b) if required by the Court, it is approved by the Shareholders in the manner directed by the Court.

(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that (a) it concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interests of any Securityholders, or (b) is an amendment contemplated in Section 5.1.

(5) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Securityholder.

(6) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 6

RELEASES

Section 6.1 Release of Released Parties

As of the Effective Date, each of the Released Parties shall be released and discharged from all actions, causes of action, damages, judgments, executions, obligations, liabilities and Claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with or related to PureKana LLC, including the PureKana Bankruptcy Proceedings, the Arrangement, this Plan of Arrangement (and related proceedings) and any other proceedings commenced with respect to or in connection with this Plan of Arrangement, the transactions contemplated hereunder and any other actions or matters related directly or indirectly to the foregoing (collectively, the "Released Claims"); provided that, nothing in this Section 4.1(2) shall release or discharge the following: (1) any of the Released Parties from or in respect of their respective obligations under this Plan of Arrangement, the Interim Order, the Final Order or any document ancillary to any of the foregoing; (2) any director or officer of the Company or any of its Subsidiaries of their right to indemnity, insurance claims and employment-related rights or claims; or (3) any act or omission arising out of any Released Party's gross negligence, actual and intentional fraud, willful misconduct, or criminal acts (as determined by a final non-appealable order from a court of competent jurisdiction) (collectively, the "Release Carve-Outs"). The foregoing release shall not be construed to prohibit a party in interest from seeking to enforce the terms of this Plan of Arrangement or any contract or agreement entered into pursuant to, in connection with or contemplated by this Plan of Arrangement.

Section 6.2 Injunctions

All Persons are permanently and forever barred, estopped, stayed and enjoined, on and after the Effective Date, with respect to any and all Released Claims, from: (1) commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever of any Person against the Released Parties, as applicable; (2) enforcing, levying, attaching, collecting or otherwise recovering or enforcing by any manner or means, directly or indirectly, any judgment, award, decree or order against the Released Parties; (3) creating, perfecting, asserting or otherwise enforcing, directly or indirectly, any lien or encumbrance of any kind against the Released Parties or their property; or (4) taking any actions to interfere with the implementation or consummation of this Plan of Arrangement or the transactions contemplated hereunder; provided, however, that, the foregoing shall not apply to the enforcement of any obligations under this Plan of Arrangement or any document, instrument or agreement executed to implement this Plan of Arrangement.

ARTICLE 7
FURTHER ASSURANCES

Section 7.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

C-1

APPENDIX C

FAIRNESS OPINION

See attached.

MNP

PRIVATE AND CONFIDENTIAL

November 23, 2025

Mr. Brock Bundy
Special Committee of the Board of Directors
TRUBAR Inc.
95 Wellington St. W, Suite 1400
Toronto, ON M5J 2N7

Attention: Mr. Brock Bundy

Re: Fairness Opinion – Acquisition of TRUBAR Inc.

MNP understands that ETi Group ("ETi") has proposed to acquire a 100.0% ownership interest (the "Proposed Transaction") in TRUBAR Inc. ("TRUBAR" or the "Company"). The Proposed Transaction will involve the acquisition of the shares of TRUBAR for cash consideration.

The Special Committee of the Board of Directors of TRUBAR has retained MNP to act as its financial advisor in which capacity MNP has been asked to prepare and provide a fairness opinion (the "Fairness Opinion") in conformity with the Practice Standards of the Canadian Institute of Chartered Business Valuators (the "CICBV"). The purpose of this Fairness Opinion is to provide our opinion as to the fairness of the Proposed Transaction, from a financial point of view, to the shareholders of TRUBAR. The effective date of this Fairness Opinion is November 23, 2025 (the "Opinion Date").

MNP's compensation for this Fairness Opinion was not contingent upon any action or event resulting from the use of this Fairness Opinion. TRUBAR has agreed to reimburse us for our reasonable out-of-pocket expenses and to indemnify us against certain liabilities that might arise out of our engagement.

Currency of the Fairness Opinion

Unless otherwise noted herein, the currency of this Fairness Opinion is denominated in Canadian dollars.

MNP LLP
Suite 2400 - 609 Granville Street, PO Box 10203 LCD Pacific Centre, Vancouver B.C., V7Y 1E7
1.877.688.8408 T: 604.685.8408 F: 604.685.8594
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MNP

Qualifications of MNP

MNP is the 5th largest chartered accountancy and business advisory firm in Canada. Founded in 1945, MNP has grown from a single office in Manitoba to over 150 locations and 9,500 team members across Canada including over 1,400 partners. MNP is a member of the Praxity affiliation of accounting and advisory firms, and benefits from the shared knowledge and resources of affiliates.

MNP's Valuation Practice has broad experience in completing assignments involving the valuation of companies and assets for various purposes including transactions involving publicly traded companies, financial reporting, income tax compliance and planning, dispute resolution, economic loss quantification, among others. MNP's Valuation Practice has prepared fairness opinions across a wide variety of industries. Our team of valuators, who have professional designations and education including Chartered Business Valuator, Chartered Financial Analyst, Chartered Professional Accountant, and Master of Finance have experience with the preparation of fairness opinions.

This Fairness Opinion was prepared by Michael Sileika, lead MNP partner for valuation services in Canada. Mr. Sileika is a Chartered Professional Accountant and a Chartered Business Valuator with over 20 years of valuation and valuation related experience. All MNP staff involved in the preparation of this Fairness Opinion were under the direct supervision of Mr. Sileika.

Relationship with Interested Parties

Neither MNP, nor the principals or any of its employees, affiliates or associates is an insider, associate or affiliate (as these terms are defined in the Securities Act (Ontario) or the rules made thereunder) of TRUBAR Inc. or ETi Group (collectively, the "Companies") or any of their respective associates, affiliates or any other interested party (as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions) in connection with any matter.

Neither MNP, nor the principals or any of its employees, affiliates or associates have a financial interest in the completion of the Proposed Transaction. The compensation received for undertaking this assignment is based on a flat fee arrangement, and is in no way dependent in whole or in part on the agreement, arrangement or an understanding that gives a financial incentive in respect of the conclusion reached or the outcome or completion of the Proposed Transaction.

This Fairness Opinion was prepared in conformity with the Practice Standards of the CICBV, and in doing so the author acted independently and objectively.

Except as otherwise noted herein, neither MNP, nor its principals or any of its employees, affiliates or associates is acting as an advisor to the Companies in connection with any matter, including other advisory service, other than providing this Fairness Opinion as described herein.

There are currently no understandings, agreements or commitments between MNP and the Companies with respect to any other future business dealings.

Fairness Opinion – Special Committee of the Board of Directors of TRUBAR Inc.

November 23, 2025

MNP

Scope of Review and Restrictions

The Scope of Review describes the information that we have reviewed and relied upon in arriving at this Fairness Opinion. This information is listed in Exhibit A.

Our conclusions contained herein should not be construed as a recommendation to vote in favour of or against the Proposed Transaction. No opinion, advice, or interpretation is intended in matters that require legal or other appropriate professional advice, and we have not provided such advice to the Special Committee of the Board of Directors of TRUBAR. It is assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources.

MNP has relied upon the completeness, accuracy and fair presentation of all of the financial and other factual information, data, advice, opinions or representations obtained by it from public sources and management of TRUBAR ("Management"). Our conclusion is conditional upon the completeness, accuracy and fair presentation of such information. Subject to the exercise of professional judgment, MNP has not attempted to verify independently the accuracy, completeness or fair presentation of information obtained.

This Fairness Opinion is given as of the Opinion Date, on the basis of prevailing securities markets, economic, financial, and general business conditions, and the condition, prospects, financial and otherwise, for TRUBAR and ETi as they were reflected in the information and explanations obtained from Management and reviewed by us. MNP disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting this Fairness Opinion which would have been known or expected to be known as at the date of this Fairness Opinion, but which may come to our attention after the aforementioned date.

In our analysis, in connection with the preparation of this Fairness Opinion, MNP made many assumptions with respect to industry performance, general business and economic conditions, and other matters, which are beyond the control of MNP and the Companies.

We have not been engaged or authorized to solicit bids for TRUBAR or its shares, nor have we been engaged to propose alternatives to the Proposed Transaction.

This Fairness Opinion must be considered in its entirety by the reader, as selecting and relying on only specific portions of the analyses or factors considered by us, without considering all factors and analyses together, could result in the misinterpretation of the comments and the conclusions therefrom. It is not appropriate to extract partial analyses or make summary descriptions. Any attempt to do so could lead to undue emphasis on a particular factor or analysis.

We reserve the right, but will be under no obligation, to review all calculations and analysis supporting this Fairness Opinion and, if we consider it necessary, to revise our conclusion in light of any information existing at the Opinion Date which becomes known to us after the date of this Fairness Opinion.

This Fairness Opinion is being provided to the Special Committee of the Board of Directors of TRUBAR for their exclusive use only in considering the Proposed Transaction and may not be published,

Fairness Opinion – Special Committee of the Board of Directors of TRUBAR Inc.
November 23, 2025

MNP

disclosed to any other person, relied upon by any other person, or used for any other purpose, without the prior written consent of MNP, provided that the Fairness Opinion may be reproduced in full and/or summarized in any press release, material change report or other disclosure document required to be filed by TRUBAR in connection with the Proposed Transaction.

Assumptions

Prior to reaching the conclusions noted herein, we have assumed the following:

Relevant financial information as provided by Management has been prepared with a reasonable degree of care and attention to reflect the judgment of Management;
The accuracy of Management's written representations to us as to the completeness of the disclosure of material information and facts available up to the date of this Fairness Opinion;
All quantitative and qualitative information provided to us is complete and accurate in all material respects;
The financial information provided to us and upon which we have relied in arriving at the conclusion expressed herein presents fairly, in all material respects, the financial position of TRUBAR;
There were no significant events subsequent to the Opinion Date but prior to the date of this Fairness Opinion that would materially impact the Proposed Transaction; and,
The Proposed Transaction, as described below, will be completed substantially in accordance with the financial terms as presented to us by Management.

This Fairness Opinion is not expressing an opinion as to the value of TRUBAR, or the fair market value of the shares of TRUBAR, and this Fairness Opinion should not be construed as such. We have not been asked to prepare, and have not prepared, an independent formal valuation or appraisal of the securities or assets of TRUBAR nor were we provided with any such valuations and appraisals.

The preparation of a fairness opinion is a complex process, and our opinion was arrived at giving consideration to our analyses viewed as a whole and is not susceptible to partial analysis.

Fairness Opinion – Special Committee of the Board of Directors of TRUBAR Inc.

November 23, 2025

MNP

Overview of TRUBAR Inc.

Headquartered in Toronto, Ontario, TRUBAR is a 'better-for-you' snacking company that produces plant-based protein products. The Company currently sells its product under the TRUBAR brand across North America through wholesale; retail; and direct-to-consumer channels.

The Company was incorporated in March 2018 under the name AF1 Capital Corp. In December 2020, the Company changed its name to PureK Holdings Corp ("PureK") and operated as a plant-based wellness company. In May 2021, the name was changed to Simply Better Brands Corp., with a focus on packaged goods in the wellness, nutrition and beauty segments. During this period, Simply Better Brands Corp. managed several brands, including "PureKana", "No BS Skincare" and "TRUBAR".

By July 2025, the Company had divested all brands except TRUBAR. In May 2025, the Company was renamed TRUBAR Inc., reflecting its focus on the TRUBAR brand.

TRUBAR has a December 31 year-end and is audited by Davidson & Company LLP. TRUBAR's common shares are traded on the TSX Venture Exchange under the symbol "TRBR" (previously "SBBC").

For the six months ended June 30, 2025, TRUBAR generated Net Sales of $38.9 million (USD $27.6 million) and for the trailing twelve months ended June 30, 2025, TRUBAR generated Net Sales of $74.6 million (USD $51.8 million). As at the Opinion Date, TRUBAR had a closing share price of $1.00 and a market capitalization of approximately $107.8 million on the TSX Venture Exchange.

Overview of ETi Group

Founded in 1962, the privately owned ETi Group is a packaged foods company headquartered in Turkey. ETi produces a range of products, including biscuits, cakes, chocolates, crackers, and breakfast cereals. ETi employs over 7,000 people and exports to more than 60 countries.

Overview of the Proposed Transaction

The Proposed Transaction contemplates the acquisition of 100% of the shares of TRUBAR by ETi for total cash consideration of $1.64 per share (the "Consideration").

Fairness Opinion – Special Committee of the Board of Directors of TRUBAR Inc.

November 23, 2025

MNP

Methodology Applied in Performing Fairness Analysis

In order to determine if the Proposed Transaction is fair, from a financial perspective, to the shareholders of TRUBAR, we reviewed the structure of the Proposed Transaction, specifically the consideration proposed to be paid by ETi and the fair market value ("FMV") of TRUBAR received in return.

In order for the Proposed Transaction to be fair, from a financial perspective, to the shareholders of TRUBAR, the FMV of TRUBAR must be no greater than the total consideration of $1.64 per share proposed to be paid by ETi.

In order to test the above conditions, we performed the procedures discussed herein. The summary set forth below is not a comprehensive description of all analyses undertaken by MNP in connection with the Fairness Opinion, nor does the order of the analyses in the summary below indicate that any analysis was given greater weight than any other analysis. None of TRUBAR, MNP or any other person assumes responsibility if future results are materially different from those anticipated. In addition, analyses relating to the value of TRUBAR do represent our formal opinion of fair market value of TRUBAR, as defined by the CICBV.

Share Trading History

We reviewed TRUBAR's share trading history and performed the following procedures:

Analyzed TRUBAR's 5-year historical share price and market capitalization;
Compared market capitalization for the 12-months preceding the Opinion Date to the Consideration; and,
Considered other relevant analysis to market capitalization, such as average volume of shares traded, liquidity discounts or premiums, minority discounts and premiums paid for control.

Our analysis of historical share trading price indicates that the Proposed Transaction is fair, from a financial perspective, to the shareholders of TRUBAR.

Market Based Valuation Multiples

Utilizing databases and other sources available to MNP, we identified somewhat comparable companies in the 'better-for-you' snack industry and determined revenue market-based valuation multiples, including:

Public company trading multiples; and,
Public and private company transaction multiples.

We compared current valuation multiples for the Company to the comparative multiples identified in our analysis. Our market-based valuation multiples analysis suggests that the Proposed Transaction is fair, from a financial perspective, to the shareholders of TRUBAR.

Fairness Opinion – Special Committee of the Board of Directors of TRUBAR Inc.

November 23, 2025

MNP

Discounted Cash Flow Analysis

In determining fairness of the Proposed Transaction, from a financial perspective, to the shareholders of TRUBAR, we developed a valuation model to consider the potential fair market value range of TRUBAR. In building our valuation model, we selected an approach based on the operations of TRUBAR, information available to us and the expected profile of future cash flow. The discounted cash flow ("DCF") method is generally used in situations where the future cash flows of the business entity can be reasonably forecasted and are expected to differ from historical results as a result of various business or operational changes. As TRUBAR historically operated various brands rather than a focus on TRUBAR and future cash flow is expected to be inconsistent with historical results, we utilized a DCF approach in our valuation model.

Using a DCF approach, FMV is determined as the net present value of expected future free cash flows. Future free cash flows, after reflecting items such as income taxes, sustaining capital expenditures and changes in working capital, are projected over a discrete projection period and discounted by a suitable rate of return (the discount rate), which considers a number of risk factors, including company specific, industry specific, and the time value of money.

The discount rate represents a risk-adjusted rate of return on the cash flows of TRUBAR as at the Opinion Date, based on the weighted average cost of capital ("WACC"). WACC is the weighted average of the cost of debt and the cost of equity. The weighting is based on a selected ratio determined by the optimal capital structure of the Company.

Our analysis, utilizing a DCF model implies that the Proposed Transaction is fair, from a financial perspective, to the shareholders of TRUBAR.

WACC and IRR Analysis

Using our DCF model, we analyzed various discount rates implied by the Proposed Transaction and market analysis and compared our observations to our estimate of TRUBAR's discount rate using the CAPM approach. We performed the following procedures:

We calculated TRUBAR's WACC;
We analyzed and tested the WACC implied in our DCF model;
We calculated and analyzed the implied internal rate of return ("IRR") based on market capitalization; and,
We calculated and analyzed the implied IRR based on the Consideration.

The discount rates and IRR implied in the Transaction suggests that the Proposed Transaction is fair, from a financial perspective, to the shareholders of TRUBAR.

Fairness Opinion – Special Committee of the Board of Directors of TRUBAR Inc.

November 23, 2025

MNP

Other Procedures

In addition to the procedures noted above, we also reviewed, analyzed and considered the following:

The Company’s historical financial statements, cash flows and history of operations;
Held discussions with MNP industry experts to gain further understanding of industry trends, outlook, and current market sentiment; and,
We reviewed and considered other data, analysis and materials available to us.

Fairness Opinion

Based upon our scope of review, analysis, qualifications, assumptions, and subject to the foregoing, MNP is of the opinion that, as at the Opinion Date, the Proposed Transaction is fair, from a financial point of view, to the shareholders of TRUBAR.

Yours sincerely,

MNP LLP

Per:

Michael Sileika, CPA, CA, CBV

Valuation and Litigation Support

Fairness Opinion – Special Committee of the Board of Directors of TRUBAR Inc.

November 23, 2025

MNP

Exhibit A: Scope of Review

Prior to reaching our determination on the conclusion noted herein, we examined and relied, without audit or verification by us, primarily upon the following information:

Business Planning Workshop Presentation, as prepared by Boston Consulting Group, dated July 2025;
Management Presentation, as prepared by Piper Sandler, dated May 2025;
Management prepared forecast model, "Project Health Model", dated September 15, 2025;
Unaudited condensed consolidated interim financial statements of TRUBAR Inc. for the three and six months ended June 30, 2025 and 2024;
Audited annual consolidated financial statements of TRUBAR (formerly Simply Better Brands Corp.) for the fiscal years ended December 31, 2022 through 2024, as audited by Davidson & Company LLP;
Transaction and comparable company screening reports, and other market information, from S&P Capital IQ, www.capitaliq.com;
Various information obtained from Kroll Cost of Capital Navigator;
Information obtained from Bank of Canada website, https://www.bankofcanada.ca;
Information obtained from TRUBAR's website, https://www.trubar.ca;
Other publicly available information through internet searches, including but not limited to certain publicly available documents regarding TRUBAR and ETi, including annual and quarterly reports, financial statements and other filings deemed relevant, and other selected public companies we considered relevant; and,
As we considered necessary or appropriate in the circumstances, other information, analyses, investigations and discussions.

We have not audited or otherwise verified the accuracy or completeness of the information relied upon in preparing our Fairness Opinion, except as specifically disclosed herein. MNP has not, to the best of its knowledge, been denied access by TRUBAR to any information under their control requested by MNP.

Should any of the above noted information not be factual or correct our valuation conclusion, as expressed herein, may be materially different.

Fairness Opinion – Special Committee of the Board of Directors of TRUBAR Inc.

November 23, 2025

D-1

APPENDIX D

INTERIM ORDER

See attached.

S-259168
No. 9218287
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA),
S.B.C. 2002, CHAPTER 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING
TRUBAR INC., ETI GIDA SANAYI VE TICARET ANONIM SIRKETI, AND 1564128 B.C.
UNLIMITED LIABILITY COMPANY

RE: TRUBAR INC.
PETITIONER

ORDER MADE AFTER APPLICATION (Interim Order)

BEFORE	ASSOCIATE JUDGE	9/Dec/2025
	Robinson

ON THE APPLICATION of the petitioner, TRUBAR Inc. ("TRUBAR") for an Interim Order pursuant to section 291 of the Business Corporations Act, S.B.C. 2002, c. 57, as amended or superseded (the "BCA") in connection with a proposed arrangement (the "Arrangement") involving TRUBAR, ETi Gida Sanayi Ve Ticaret Anonim Sirketi (the "Parent"), and 1564128 B.C. Unlimited Liability Company (the "Purchaser"), effected on the terms and subject to the conditions set out in a plan of arrangement (the "Plan of Arrangement"), without notice to any holder ("Shareholders") of issued and outstanding common shares ("Common Shares"), holder of warrants to purchase Common Shares ("Warrantholders"), holder of options to purchase Common Shares ("Optionholders"), and holder of restricted share units ("RSUholders", and collectively with the Shareholders, Warrantholders and Optionholders, the "TRUBAR Securityholders"), AND COMING ON for hearing at 800 Smithe Street, Vancouver, British Columbia, on the 9th day of December, 2025, at 9:45 a.m., AND ON HEARING Thomas J. Moran, counsel for the Petitioner, AND UPON READING the Petition herein and Affidavit #1 of Laura Freimane, sworn December 5, 2025, and filed herein (the "Freimane Affidavit");

THIS COURT ORDERS that:

Definitions

As used in this Interim Order, unless otherwise defined, terms beginning with capital letters have the respective meanings set out in the draft Management Information Circular (the "Circular") attached as Exhibit "A" to the Freimane Affidavit.

The Meeting

Pursuant to sections 186 and 288-291 of the BCA, TRUBAR is authorized and directed to call, hold, and conduct a special meeting (the "Meeting") of TRUBAR Securityholders, to be held in person at the offices of Norton Rose Fulbright Canada LLP located at 222 Bay Street, Suite 3000, Toronto, Ontario, on January 13, 2026 at 10:00 a.m. (Toronto time) to, among other things, consider and, if deemed advisable, pass, with or without amendment, a special resolution (the "Arrangement Resolution") approving and adopting in accordance with section 289(1)(a)(i) and (e) of the BCA the Arrangement as substantially contemplated in the Plan of Arrangement and to transact such further or other business, including amendments to the foregoing, as may properly be brought before the Meeting or any adjournment or postponement thereof.
The Meeting shall be called, held, and conducted in accordance with the BCA, TRUBAR's articles (the "Articles"), the Circular, and applicable Securities Laws, subject to the terms of this Interim Order, any further Order of this Court, and the rulings or directions of the Chair of the Meeting (the "Chair").

Record Date

The record date for the Meeting shall be the close of business on December 1, 2025 (the "Record Date"). The Record Date shall remain the same despite any adjournments or postponements of the Meeting. Only TRUBAR Securityholders at the close of business on the Record Date (Vancouver time) are entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

Adjournment or Postponement

Notwithstanding the provisions of the BCA and the Articles, and subject to and in accordance with the terms of the arrangement agreement dated November 23, 2025 (the "Arrangement Agreement"), TRUBAR is specifically authorized to, if it deems advisable, adjourn or postpone the Meeting on one or more occasion, without the need to first convene the Meeting or obtain any vote of the TRUBAR Securityholders and without the need for additional approval from this Court. Notice of any such adjournment or postponement shall be given by press release, newspaper advertisement or notice sent to TRUBAR Securityholders by one of the methods specified in paragraph 8 of this Interim Order.

Amendments

Prior to the Meeting, TRUBAR is authorized to make amendments, revisions, or supplements to the Arrangement Agreement, Arrangement and the Plan of Arrangement, in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement,

without any additional notice or authorization on the part of the TRUBAR Securityholders or further orders of this Court. The Arrangement, Plan of Arrangement, and Arrangement Agreement as so amended, revised, and supplemented shall be the Arrangement, Plan of Arrangement, and Arrangement Agreement to be submitted to TRUBAR Securityholders at the Meeting and will be the subject of the Arrangement Resolution.

Notice of Meeting

The Circular is hereby deemed to represent sufficient and adequate disclosure, including for the purpose of section 290(1)(a) of the BCA, and TRUBAR shall not be required to send the TRUBAR Securityholders any other notice or additional statement pursuant to section 290(1)(a) of the BCA.
The Notice of Meeting (with the Circular attached), this Interim Order, the Petition, and the Notice of Hearing (for Final Order), the forms of proxy and the letter of transmittal (collectively, the “Meeting Materials”), in substantially the same forms as contained in Exhibit “A” of the Freimane Affidavit with such deletions, amendments, or additions thereto as counsel for TRUBAR may advise are necessary or desirable, provided that such amendments or additions are not inconsistent with the terms of this Interim Order, shall be sent (or caused to be sent) by TRUBAR to:

(a) Registered Shareholders and registered Warrantholders, determined as at the close of business on the Record Date, at least 21 days prior to the date of the Meeting, excluding the date of mailing or delivery, by pre-paid ordinary mail or by delivery in person or by recognized courier service, addressed to the Registered Shareholder or registered Warrantholder at its address as it appears in the central securities registers of TRUBAR or the records of its transfer agent;

(b) non-registered Shareholders and non-registered Warrantholders by causing, in accordance with National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators, its agent to deliver the requisite number of copies of the Meeting Materials to clearing agencies or intermediaries for onward distribution of the Meeting Materials to those non-registered Shareholders and non-registered Warrantholders;

(c) at any time by email or facsimile transmission to any Shareholder or Warrantholder who identifies themselves to the satisfaction of TRUBAR (acting through its representatives), who requests such email or facsimile transmission;

(d) Optionholders, as they appear on the applicable securities register of TRUBAR as at the close of business on the Record Date, at least 21 days prior to the date of the Meeting, excluding the date of commencement of mailing, delivery or transmittal, by email or other electronic transmission, addressed to the Optionholder at their address as it appears on the applicable securities register or records (including employment records) of TRUBAR;

(e) RSUholders, as they appear on the applicable securities register of TRUBAR as at the close of business on the Record Date, at least 21 days prior to the date of

the Meeting, excluding the date of commencement of mailing, delivery or transmittal, by email or other electronic transmission, addressed to the RSUholder at their address as it appears on the applicable securities register or records (including employment records) of TRUBAR; and

(f) the directors and auditors of TRUBAR by prepaid ordinary mail or by delivery in person or by recognized courier service or by email or facsimile transmission, to such persons at least 21 days prior to the date of the Meeting, excluding the date of mailing or transmittal;

and substantial compliance with this paragraph shall constitute good and sufficient notice of the Meeting.

The Meeting Materials shall not be sent to TRUBAR Securityholders where mail previously sent to such holders by TRUBAR or its registrar and transfer agent has been returned to TRUBAR or its registrar and transfer agent on at least two previous consecutive occasions.
In the event of a postal strike, lockout or event that prevents, delays or otherwise interrupts mailing or delivery of the Meeting Materials by prepaid ordinary mail (the "Postal Service Disruption") as provided for in paragraph 8 of this Interim Order, TRUBAR shall also file on TRUBAR's profile on SEDAR+ (www.sedarplus.com) and disseminate a press release stating:

(a) the Meeting Materials have been filed on TRUBAR's profile on SEDAR+ (www.sedarplus.com);

(b) TRUBAR will deliver, by email, a copy of the Meeting Materials to each TRUBAR Securityholder who requests the Meeting Materials; and

(c) TRUBAR Securityholders can direct a request referred to in subsection (b) above to TRUBAR's head office at 95 Wellington Street West, Suite 1400, Toronto, Ontario, M5J 2N7, Attention: Laura Freimane, Chief Financial Officer.

For proxies, voting instruction forms, and other Meeting Materials that are required to be delivered to TRUBAR for the purposes of the Meeting, TRUBAR shall implement measures that enable TRUBAR Securityholders, during the Postal Service Disruption, to effect delivery or transmission by the TRUBAR Securityholders of said proxies or other materials within the required period at no cost to the TRUBAR Securityholders.
Accidental failure or omission by TRUBAR to give notice to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of TRUBAR (including, without limitation, any inability to use postal services), or the non-receipt of such notice or Meeting Materials, shall not constitute a breach of this Interim Order nor, in relation to notice to TRUBAR Securityholders, a defect in the calling of the Meetings, and shall not invalidate any resolution passed or proceedings taken at the Meeting. But, if any such failure or omission is brought to the attention of TRUBAR, it shall use its commercially reasonable efforts to rectify it by the method and in the time most reasonably practicable in the circumstances

(including press release or newspaper advertisement if that is determined by the board of directors of TRUBAR (the "Board") to be the most appropriate method of communication), subject to the terms of the Arrangement Agreement.

TRUBAR is hereby authorized to make such amendments, revisions, or supplements to the Meeting Materials as TRUBAR may determine be necessary or desirable ("Additional Materials"), and may deliver those Additional Materials, or any other materials that TRUBAR wishes to deliver to the TRUBAR Securityholders, all subject to the terms of the Arrangement Agreement. Notice of such Additional Materials may be delivered in accordance with paragraph 8 of this Interim Order. Notwithstanding the foregoing, Additional Materials may be delivered to the TRUBAR Securityholders by the method and in the time most reasonably practicable in the circumstances (including press release or newspaper advertisement if that is determined by the Board to be the most appropriate method of communication), subject to the terms of the Arrangement Agreement.
No other form of service of the Meeting Materials, Additional Materials, or this Petition, or any portion thereof, need be made, or notice given or other material served in respect of these proceedings and/or the Meeting except as may be directed by a further order of this Court.

Deemed Receipt of Notice

The Meeting Materials, any Additional Materials and any notice of adjournment or postponement of the Meeting, shall be deemed to have been served upon and received:

(a) in the case of prepaid ordinary mail, the day, Saturdays, Sundays and public holidays excepted, following the date of mailing;

(b) in the case of delivery via courier, the day following personal delivery;

(c) in the case of any means of transmitted, recorded or electronic communication (including any press release or publication), when dispatched or delivered for dispatch; and

(d) in the case of delivery to clearing agencies or intermediaries for onward distribution, the day following delivery to clearing agencies or intermediaries.

Quorum and Voting

The quorum required at the Meeting shall be two (2) persons who are, or who represent by proxy, Shareholders who, in the aggregate hold at least 5% of the issued Common Shares.
In respect of the Arrangement Resolution, the votes taken at the Meeting shall be taken on the following basis:

(a) each Registered Shareholder whose name is entered on the central securities register (or similar record) of TRUBAR as at the close of business on the Record

Date is entitled to one (1) vote for each Common Share registered in his/her/its name; and

(b) each Warrantholder, Optionholder, and RSUholder whose name is entered on the central securities register (or similar record) of TRUBAR as at the close of business on the Record Date is entitled to one (1) vote for each underlying Common Share.

The vote required to pass the Arrangement Resolution shall be the affirmative vote of at least:

(a) two-thirds of the votes cast by Shareholders present in person or represented by proxy at the Meeting;

(b) two-thirds of the votes cast by Shareholders, Warrantholders, Optionholders and RSUholders, voting as a single class, present in person or represented by proxy at the Meeting; and

(c) a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding votes cast in respect of Common Shares that are held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101.

The passing of the Arrangement Resolution shall be sufficient to authorize TRUBAR to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Circular without the necessity of any further approval by the TRUBAR Securityholders, or any of them, subject only to final approval of the Arrangement by this Court.
Any spoiled votes, illegible votes, defective votes and abstentions shall be deemed to be votes not cast and the Common Shares, Warrants, Options and/or RSUs represented by such spoiled votes, illegible votes, defective votes or abstentions shall be counted in determining the number of such Common Shares, Warrants, Options and/or RSUs represented at the Meeting. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.
In all other respects, the terms, restrictions and conditions set out in the Articles shall apply in respect of the Meeting.

Permitted Attendees

The only persons entitled to attend the Meeting will be:

(a) TRUBAR Securityholders or their respective proxyholders as at the close of business on the Record Date;

(b) TRUBAR'S officers, directors, auditors, advisors and legal counsel;

(c) the Parent and Purchaser’s officers, directors, advisors, and legal counsel; and
(d) other persons who may receive the permission of the Chair;

and the only persons entitled to vote at the Meeting shall be the TRUBAR Securityholders as at the close of business on the Record Date, or their respective proxyholders.

Chair of the Meeting

The Chair shall be Richard Kellam or such other person authorized in accordance with the Articles. The Chair is at liberty to call on the assistance of legal counsel to TRUBAR at any time and from time to time as the Chair may deem necessary or appropriate.
The Chair may waive, in its sole discretion, the time limits set out in the Circular for the deposit or revocation of proxies by the TRUBAR Securityholders if TRUBAR deems it advisable to do so, and subject to the Arrangement Agreement.

Scrutineers

One or more representatives of TRUBAR or such other person as may be appointed by the Chair is authorized to act as scrutineer for the Meeting.

Solicitation of Proxies

TRUBAR is authorized to use the forms of proxy in substantially the form attached as Exhibit “C” to the Freimane Affidavit in connection with the Meeting, with such revisions and additional information as TRUBAR may determine are necessary and desirable. TRUBAR is authorized to solicit proxies, directly or through its officers, directors, or employees, and through such agents or representatives as they may retain or otherwise utilize for that purpose, and by mail, electronic mail or such other forms of communication as it may determine.
The procedure for the use of proxies at the Meeting shall be as set out in the Meeting Materials.

Dissent Rights

Each Shareholder who is a Registered Shareholder as at the close of business on the Record Date and as of the deadline for exercising Dissent Rights shall be entitled to exercise a right of dissent in connection with the Arrangement Resolution in accordance with Sections 237 to 247 of the BCA (except as the procedures of those section are varied by this Interim Order, the Final Order and the Plan of Arrangement).
Only Shareholders who are Registered Shareholders as at the close of business on the Record Date and as of the deadline for exercising Dissent Rights are entitled to dissent rights. Pursuant to the terms of this Interim Order and the BCA, none of the following shall be entitled to exercise any rights of dissent in connection with the Arrangement Resolution:

(a) a Warrantholder in respect of such holder’s Warrants;

(b) an Optionholder in respect of such holder's Options;

(d) TRUBAR Securityholders who vote or have instructed a proxyholder to vote any TRUBAR Securities, as applicable, in favour of the Arrangement Resolution;

(e) persons who have not strictly complied with the procedures for exercising Dissent Rights or Persons who have withdrawn their exercise of Dissent Rights prior to the Effective Time; and

(f) any other Person who is not a Registered Shareholder as at the close of business on the Record Date and as of the deadline for exercising Dissent Rights.

In order for a Registered Shareholder to exercise such right of dissent under section 237–247 of the BCA (the “Dissent Right”):

(a) the dissenting Shareholder must deliver a written notice of dissent (the “Dissent Notice”) with respect to the Common Shares held by such Shareholder in connection with the Arrangement, which written notice of dissent must be received by:

TRUBAR Inc.
c/o Norton Rose Fulbright Canada LLP
510 West Georgia Street, Suite 1800
Vancouver, British Columbia V6M 0M3

Attention: Kristopher Miks

no later than 5:00 p.m. (Vancouver time) on January 9, 2026 (or by 5:00 p.m. on the day that is two (2) Business Days prior to the day of the adjourned or postponed Meeting, if applicable).

(b) the dissenting Shareholder must not have voted any of his, her, or its Common Shares, either by proxy or in person, in favour of the Arrangement Resolution;

(c) a vote against the Arrangement Resolution or an abstention shall not constitute the written notice of dissent required under paragraph 30(a) herein;

(d) a dissenting Shareholder may not exercise Dissent Rights in respect of only a portion of such dissenting Shareholder’s Common Shares, but may dissent only with respect to all of the Common Shares held by such person either as registered owner or beneficial owner; and

(e) the exercise of such Dissent Rights must otherwise strictly comply with the requirements of sections 237 to 247 of the BCA, as modified by this Interim Order and the Plan of Arrangement.

The Dissent Notice must set out the number and class of Common Shares in respect of which the Dissent Rights are being exercised (the "Notice Shares") and:

(a) if such Common Shares constitute all of the Common Shares of which the Dissenting Shareholder is the registered and beneficial owner and the Dissenting Shareholder owns no other Common Shares' beneficially, a statement to that effect;

(b) if such Common Shares constitute all of the Common Shares of which the Dissenting Shareholder is both the registered and beneficial owner, but the Dissenting Shareholder owns additional Common Shares beneficially, a statement to that effect and the names of the Registered Shareholders, the number and class of Common Shares held by each such Registered Shareholder and a statement that written notices of dissent are being or have been sent with respect to such other Common Shares; or

(c) if the Dissent Rights are being exercised by a Registered Shareholder who is not the beneficial owner of such Common Shares, a statement to that effect and the name and address of the Beneficial Shareholder and a statement that the Registered Shareholder is dissenting with respect to all Common Shares of the Beneficial Shareholder registered in such Registered Shareholder's name.

If the Arrangement Resolution is approved as required at the Meeting, and if TRUBAR notifies the Dissenting Shareholders of its intention to act upon the Arrangement Resolution, the Dissenting Shareholder is then required within one month after TRUBAR gives such notice, to send to TRUBAR, the certificates representing the Notice Shares (if any) and a written statement that requires the Purchaser to purchase all of the Notice Shares. If the Dissent Right is being exercised by the Dissenting Shareholder on behalf of a Beneficial Shareholder who is not the Dissenting Shareholder, a statement signed by such Beneficial Shareholder is required which sets out whether the Beneficial Shareholder is the beneficial owner of other Common Shares and if so, (i) the names of the Registered Shareholders of such Common Shares; (ii) the number of such Common Shares; and (iii) that dissent is being exercised in respect of all of such Common Shares. Upon delivery of these documents, the Dissenting Shareholder is deemed to have sold the Common Shares and TRUBAR is deemed to have purchased them. Once the Dissenting Shareholder has done this, the Dissenting Shareholder may not vote or exercise any shareholder rights in respect of the Notice Shares.
A Shareholder who was a Registered Shareholder as at the close of business on the Record Date and as of the deadline for exercising Dissent Rights who fully complies with the dissent procedures in sections 237 to 247 of the BCA, as modified by this Interim Order, the Plan of Arrangement and any other order of the Court, is entitled, if (and only if) and when the Arrangement becomes effective, to dissent and to be paid the fair value, determined as of immediately before the passing of the Arrangement Resolution, of the Common Shares held by such Shareholder in respect of which the Shareholder dissents.

A Dissenting Shareholder loses his or her Dissent Right if, among other things, before full payment is made for the Notice Shares, TRUBAR abandons the Arrangement, the Arrangement Resolution is not approved at the Meeting, a court permanently enjoins the action, or the Dissenting Shareholder withdraws the Dissent Notice with TRUBAR's consent. When these events occur, the Purchaser must return the share certificates to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise shareholder rights.
Any Registered Shareholder who duly exercises such Dissent Right set out in paragraphs 28 to 30 above and who:

(a) is ultimately determined to be entitled to be paid fair value for his, her or its Common Shares shall be deemed to have transferred and assigned those Common Shares as of the Effective Time (as defined in the Circular), without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse interests or security interests to TRUBAR for cancellation in consideration for a payment of cash from TRUBAR equal to such fair value; or

(b) is for any reason ultimately determined not to be entitled to be paid fair value for his, her or its Common Shares pursuant to the exercise of the Dissent Right, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any non-dissenting Shareholder;

but in no case shall TRUBAR, the Parent, or the Purchaser, or any other person be required to recognize such Shareholders as holders of Common Shares after the time that is immediately prior to the Effective Time and the names of such Shareholders shall be deleted from TRUBAR's register of holders of Common Shares at that time.

Notice to the Shareholders of their Dissent Right with respect to the Arrangement Resolution and their right to receive, subject to the provisions of the BCA and the Arrangement, the fair value of their Common Shares shall be given by including information with respect to this right in the Circular to be sent to Shareholders in accordance with this Interim Order.
Subject to further order of this Court, the rights available to the Shareholders under the BCA and the Plan of Arrangement to dissent from the Arrangement shall constitute full and sufficient Dissent Rights for the Shareholders with respect to the Arrangement.

Application for Final Order

Upon approval, with or without variation, by the TRUBAR Securityholders of the Arrangement Resolution in the manner set forth in this Interim Order, TRUBAR may apply to this Court for, inter alia, an order:

(a) Approving the Arrangement pursuant to section 291(4)(a) of the BCA;

(b) Declaring that the terms and conditions of the Arrangement are substantively and procedurally fair and reasonable pursuant to section 291(4)(a) of the BCA; and

(c) Providing for the incidental, consequential and supplemental matters necessary to ensure that each of the arrangements contemplated in the Arrangement are fully and effectively carried out pursuant to section 295 of the BCA,

and the hearing of the Final Order application shall be held in person at the Courthouse at 800 Smithe Street, Vancouver, British Columbia at 9:45 a.m. (Vancouver time), as the case may be, on January 15, 2026, or as soon thereafter as the hearing of the Final Order can be heard, or at such other date and time as this Court may direct.

The form of Notice of Hearing of Petition (for Final Order) in connection with the Final Order attached as Appendix "F" to the Circular is hereby approved as the form of notice of proceedings for such approval.
Distribution of the Notice of Hearing for Petition for Final Order, this Interim Order, and the Petition when sent in accordance with paragraph 8 herein as the case may be, shall constitute good and sufficient service of the within Petition (in each case subject to paragraph 41 below) and this Interim Order and shall be deemed to have been served at the time specified in accordance with paragraph 15 of this Interim Order, whether such persons reside within British Columbia or another jurisdiction. No other form of service need be effected and no other material need be served unless a response is served in accordance with paragraph 41. In particular, no separate service of TRUBAR's Petition nor service of the accompanying Freimane Affidavit and additional affidavits as may be filed and dispensed with, need be effected.
Any TRUBAR Securityholder seeking to appear at the hearing of the application for the Final Order shall:

(a) file a Response to Petition, in the form prescribed by the Supreme Court Civil Rules and a copy of all affidavits and other materials upon which they intend to rely (collectively, the "Response"), with this Court; and

(b) deliver the filed Response to TRUBAR's solicitors at

Norton Rose Fulbright Canada LLP
510 West Georgia Street, Suite 1800
Vancouver, British Columbia, Canada, V6B 0M3
Email: [email protected]
Attention: Thomas J. Moran

as soon as reasonably practical and, in any case, by or before 12:00 p.m. (Vancouver time) on the date that is two (2) business days prior to the hearing of the application for the Final Order.

In the event that the hearing for the Final Order is adjourned, only those persons that have filed and delivered a Response in accordance with this Interim Order need be provided with notice of the adjourned hearing date and any filed materials. Subject to further order of this Court, the only persons entitled to notice of any further proceedings herein,

including any hearing to sanction and approve the Arrangement, and to appear and be heard at the hearing of the within Petition shall be:

(a) TRUBAR, the Parent and the Purchaser; and
(b) any person who has filed a Response herein in accordance with the Petition, this Interim Order, and the Supreme Court Civil Rules.

Any materials to be filed by TRUBAR in support of the within Petition for final approval of the Plan of Arrangement may be filed up to one day prior to the hearing of the application for the Final Order without further order of this Court.

Precedence

To the extent of any inconsistency or discrepancy between this Interim Order, the Circular, the BCA, the terms of any instrument creating, governing, or collateral to the Common Shares or the Articles, this Interim Order shall govern.

Variance

TRUBAR shall, subject to the terms of the Arrangement Agreement, be entitled, at any time, to apply to vary this Interim Order or for such further order or orders and direction from this Court as may be appropriate.
Rules 8-1 and 16-1(13) of the Supreme Court Civil Rules shall not apply to any further applications in respect of this proceeding, including the application for the Final Order and any application to vary this Interim Order.
Endorsement of the Interim Order by counsel appearing on this Petition, except for counsel for the Petitioner, is hereby dispensed with.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Signature of
☐ party ☑ lawyer for the Petitioner

Thomas J. Moran

E-1

APPENDIX E PETITION

See attached.

SUPREME COURT OF BRITISH COLUMBIA VANCOUVER REGISTRY
DEC 05 2025
APPENDIX E
S=259168
No.
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA), S.B.C. 2002, CHAPTER 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING TRUBAR INC., ETI GIDA SANAYI VE TICARET ANONIM SIRKETI, AND 1564128 B.C. UNLIMITED LIABILITY COMPANY

RE: TRUBAR INC.

PETITIONER

PETITION TO THE COURT

ON NOTICE TO:

This Petition is made WITHOUT NOTICE.

☐ The Law Courts
☐ 800 Smithe Street
☑ Vancouver, British Columbia
☐ V6Z 2E1

The Petitioner estimates that the hearing of the petition will take 20 minutes.

☑ This matter is an application for judicial review.

This matter is not an application for judicial review.

This proceeding is brought for the relief set out in Part 1 below, by the Petitioner.

If you intend to respond to this petition, you or your lawyer must

(a) file a response to petition in Form 67 in the above-named registry of this court within the time for response to petition described below, and
(b) serve on the petitioner

(i) 2 copies of the filed response to petition, and
(ii) 2 copies of each filed affidavit on which you intend to rely at the hearing.

Orders, including orders granting the relief claimed, may be made against you, without any further notice to you, if you fail to file the response to petition within the time for response.

Time for response to petition

A response to petition must be filed and served on the petitioner,

(a) if you were served with the petition anywhere in Canada, within 21 days after that service,
(b) if you were served with the petition anywhere in the United States of America, within 35 days after that service,
(c) if you were served with the petition anywhere else, within 49 days after that service, or, and
(d) if the time for response has been set by order of the court, within that time.

| (1) | The Address for Service of the Petitioner is:
Norton Rose Fulbright Canada LLP
1800 – 510 West Georgia Street
Vancouver, British Columbia
V6B 0M3

Attention: Thomas J. Moran and Scott Silver
Telephone: 604.641.4910
Fax: 604.641.4949
Email: [email protected] and [email protected] |
| --- | --- |
| (2) | The name and office address of the Petitioner’s lawyer is:
Norton Rose Fulbright Canada LLP
1800 – 510 West Georgia Street
Vancouver, British Columbia
V6B 0M3

Attention: Thomas J. Moran and Scott Silver |

Claim of the Petitioner

Part 1: ORDERS SOUGHT

Pursuant to sections 186 and 288–297 of the Business Corporations Act, S.B.C, 2002, c. 57, as amended (the “BCA”), Rules 2-1, 4-4, 4-5, and 16-1 of the Supreme Court Civil Rules, and the inherent jurisdiction of this Court, the Petitioner, TRUBAR Inc. (“TRUBAR”), seeks:

(a) an interim order (the “Interim Order”) in the form attached as Schedule “A” to this Petition;

(b) an order (the "Final Order") in the form attached as Schedule "B" to this Petition; and
(c) such further and other relief as counsel may advise and this Court deems just.

Part 2: FACTUAL BASIS

Unless otherwise defined herein, capitalized terms in this Petition have the respective meanings as defined in:

(a) the draft management information circular of TRUBAR (the "Circular"); or
(b) the Arrangement Agreement amongst TRUBAR, ETi Gida Sanayi Ve Ticaret Anonim Sirketi (the "Parent"), and 1564128 B.C. Unlimited Liability Company (the "Purchaser") dated November 23, 2025 (the "Arrangement Agreement");

which are attached as Exhibits "A" and "B", respectively, to Affidavit #1 of Laura Freimane, the Chief Financial Officer of TRUBAR, made December 5, 2025.

Parties to the Arrangement Agreement

TRUBAR is a corporation incorporated under the laws of British Columbia, with a registered and records office located at 1800 – 510 West Georgia Street, Vancouver, British Columbia, V6M 0M3.
TRUBAR is an international brand accelerator in the global protein-based nutrition market. Among other things, TRUBAR sells plant-based TRUBAR protein bars to consumers through its wholly-owned subsidiary, Tru Brands Inc.
TRUBAR is a reporting issuer in British Columbia, Alberta and Ontario. The common shares in the capital of TRUBAR (the "Common Shares") are currently listed and posted for trading on the TSX Venture Exchange (the "TSX-V") under the symbol "TRBR".
The authorized share capital of TRUBAR consists of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in a series (the "Preferred Shares"), including an unlimited number of series 1 preferred shares (the "Series 1 Preferred Shares"). TRUBAR also has warrants to purchase Common Shares ("Warrants"), options to purchase Common Shares ("Options") and restricted share units ("RSUs") issued and outstanding. As of the date hereof, there were 107,915,403 Common Shares issued and outstanding, 5,539,500 Common Shares issuable upon the exercise of Options, 5,478,567 Common Shares issuable upon the exercise of Warrants, and 3,813,897 Common Shares issuable upon the due conversion of RSUs. As of the date hereof, there are no Preferred Shares or Series 1 Preferred Shares issued and outstanding.
The Parent is a leading privately-held consumer product goods company based in Turkey.

The Purchaser is a special purpose vehicle created for the purpose of acquiring the Common Shares and is a wholly-owned subsidiary of the Parent.

The Arrangement Agreement

On November 23, 2025, TRUBAR, the Parent, and the Purchaser entered into the Arrangement Agreement.
Pursuant to the Arrangement Agreement, the Purchaser will, among other things, acquire all of the Common Shares, on the terms and subject to the conditions set forth in the plan of arrangement attached as Schedule “A” to the Arrangement Agreement (the “Arrangement” or the “Plan of Arrangement”).

The Plan of Arrangement

TRUBAR proposes to call, hold, and conduct a special meeting of holders of Common Shares (“Shareholders”), holders of Warrants (the “Warrantholders”), holders of Options (the “Optionholders”), and holders of RSUs (the “RSUholders”, and together with the Shareholders, the Warrantholders and the Optionholders, the “TRUBAR Securityholders”) on January 13, 2026 at 10:00 a.m. EST at the offices of Norton Rose Fulbright Canada LLP located at 222 Bay Street, Suite 3000, Toronto, Ontario to consider and vote upon the Arrangement (the “Meeting”).
If the Arrangement is approved, pursuant to the Plan of Arrangement:

(a) TRUBAR Shareholders (other than Shareholders who have validly exercised dissent rights) will be entitled to receive C$1.64 per Common Share (the “Consideration”);

(b) Warrantholders will receive for each Warrant held, less any applicable withholdings, a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such Warrant multiplied by the number of Common Shares subject to such Warrant;

(c) Optionholders will receive for each Option held, less any applicable withholdings, a cash payment equal to the amount by which the Consideration exceeds the exercise price of such Option multiplied by the number of Common Shares subject to such Option; and

(d) RSUholders will receive for each RSU held, a cash payment equal to the Consideration, less any applicable withholdings

Under the Plan of Arrangement, the following events or transactions shall occur or be deemed to occur in the following order:

(a) each outstanding Common Share held by a Dissenting Shareholder in respect of which Dissent Rights have not been validly exercised will be deemed to have been transferred without any further act or formality by the holder thereof to the

Purchaser in consideration for a debt claim against the Purchaser for the amount determined under the dissent rights provisions of the Plan of Arrangement;

(b) each Warrant, whether vested or unvested, that is outstanding at the Effective Time will be, without any further action by or on behalf of the holder thereof, assigned and transferred by the holder thereof to TRUBAR in exchange for a cash payment, less any applicable withholdings, from TRUBAR equal to the amount (if any) by which the Consideration exceeds the exercise price of such Warrant, multiplied by the number of Common Shares that such Warrant entitles the holder to purchase, and each such Warrant will immediately be cancelled and terminated;

(c) each Option, whether vested or unvested, that is outstanding at the Effective Time will be, without any further action by or on behalf of the holder thereof, assigned and transferred by the holder thereof to TRUBAR in exchange for a cash payment, less any applicable withholdings, from TRUBAR equal to the amount (if any) by which the Consideration exceeds the exercise price of such Option, multiplied by the number of Common Shares that such Option entitles the holder to purchase, and each such Option will immediately be cancelled and terminated;

(d) each RSU, whether vested or unvested, that is outstanding at the Effective Time will be, without any further action by or on behalf of the holder of such RSU, assigned and transferred by the holder thereof to TRUBAR in exchange for a cash payment, less any applicable withholdings, from TRUBAR equal to the Consideration, and each such RSU will be immediately cancelled and terminated; and

(e) each outstanding Common Share (other than Common Shares held by any Dissenting Shareholder who has validly exercised such holder's Dissent Rights) will be deemed to have been assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration.

Background and Reasons for the Plan of Arrangement

The background to the Arrangement and its business rationales are described in detail at pages 36 to 45 of the Circular.
In connection with the Arrangement, the board of directors of TRUBAR (the “Board”) formed a special committee of independent directors (the “Special Committee”) to review and evaluate the Arrangement along with potential alternatives available to TRUBAR. 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.
Having undertaken a thorough review of, and carefully considering, information concerning, among other things, TRUBAR, the Parent, the Purchaser, and the Arrangement, and, after receiving legal and financial advice, the Special Committee unanimously: (i) recommended that the Board approve the Arrangement and the entry by

TRUBAR into the Arrangement Agreement, and the transactions contemplated thereby; (ii) determined that the Arrangement is fair, from a financial point of view, to the TRUBAR Securityholders, and is in the best interests of TRUBAR; and (iii) recommended that the Board recommend that the TRUBAR Securityholders vote in favour of the Arrangement Resolution.

Having undertaken a thorough review of, and carefully considering, the recommendation of the Special Committee and information concerning, among other things, TRUBAR, the Parent, the Purchaser, and the Arrangement, and after receiving legal and financial advice, the Board (subject to certain abstentions of conflicted directors) unanimously: (i) approved the Arrangement and the entry by TRUBAR into the Arrangement Agreement, and the transactions contemplated thereby; (ii) determined that the Arrangement is fair to the TRUBAR Securityholders, and is in the best interests of TRUBAR; and (iii) resolved to recommend that the TRUBAR Securityholders vote in favour of the Arrangement Resolution.
In making its determination, the Board (subject to certain abstentions of conflicted directors) considered and relied upon a variety of information, including, among others, the following principal reasons and procedural safeguards:

(a) Significant Premium to Market Value. The Consideration to be paid pursuant to the Plan of Arrangement for each Common Share represents a 64% premium to the closing price of the Common Shares, and a 102% premium to the 60-day volume weighted average price of the Common Shares on the TSX-V, in each case as of November 21, 2025, being the last trading day prior to the announcement of the Arrangement.

(b) Certainty of Value and Immediate Liquidity. The Consideration is payable entirely in cash. By receiving the Consideration upon the completion of the Plan of Arrangement, TRUBAR Securityholders are provided with immediate liquidity and certainty of value and are able to eliminate the investment risk associated with owning shares of a corporation operating in a volatile business and economic environment, as well as exposure to other risks that are beyond TRUBAR's and its management's control.

(c) Independence of the Special Committee. The Special Committee is comprised of Richard Kellam (Chair), H. Brock Bundy and St. John Walshe, who were and are free from any interest and any business or other relationship with TRUBAR and the Purchaser that could, or would reasonably be perceived to, materially interfere with their ability to act with a view to the best interest of TRUBAR, and are each an "independent director" as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The process of the Special Committee included the retention of Norton Rose Fulbright Canada LLP as legal counsel and MNP as independent financial advisor.

(d) Review of Alternatives and the Status Quo. Prior to entering into the Arrangement Agreement, the Special Committee, with the assistance of its financial advisors and legal counsel, and based upon their collective knowledge of the business, operations, financial condition, earnings and prospects of TRUBAR, as well as their collective knowledge of the current and prospective environment in which TRUBAR operates (including economic and political conditions), assessed the relative benefits and risks of various alternatives to the Plan of Arrangement, including continued execution of TRUBAR’s existing strategic plan and the possibility of soliciting other potential buyers of TRUBAR. As part of that process, the Special Committee concluded that the Consideration is likely to represent greater value than would reasonably be expected from the continued execution of TRUBAR’s existing strategic plan, in light of a variety of factors, including the highly competitive nature of the better-for-you wellness packaged goods industry, rising costs of raw materials, labour and transportation, the substantial capital and resources required to implement TRUBAR’s strategic plan and the limited availability and high cost of such capital if TRUBAR remained publicly listed and it was not reasonable to expect that TRUBAR could consummate an alternative change of control transaction on terms that were more favourable to TRUBAR Securityholders than the Plan of Arrangement. The Special Committee continually assessed alternatives throughout the process of evaluating and negotiating the Arrangement and, ultimately, concluded that entering into the Arrangement Agreement was the most favourable alternative reasonably available.

(e) Comprehensive Negotiations. The Plan of Arrangement and the Arrangement Agreement are the result of a comprehensive negotiation process that was undertaken with the oversight and participation of the Special Committee and the participation of legal counsel and financial advisors, which resulted in arm’s length negotiations and an agreement with terms and conditions that are reasonable in the judgment of the Special Committee and the Board.

(f) Support Agreements. The Supporting Holders have entered into Support Agreements pursuant to which they have agreed, subject to the terms thereof, to vote the TRUBAR Securities over which they exercise voting control in favour of the Plan of Arrangement. In the aggregate, Supporting Holders holding or controlling approximately 16% of the total number of issued and outstanding Common Shares, 34% of the issued and outstanding Warrants, 68% of the total number of issued and outstanding Options and 97% of the issued and outstanding RSUs, have agreed to vote in favour of the Arrangement. In the event the Arrangement Agreement is terminated in accordance with its terms, obligations under the Support Agreements automatically terminate.

(g) No Financing Condition and Reasonable Likelihood of Completion. The Purchaser’s obligations under the Arrangement Agreement are unconditionally guaranteed by the Parent, who has demonstrated commitment and credit

worthiness which is indicative of the ability of the Parent to complete the transactions contemplated by the Arrangement. The Plan of Arrangement is not subject to a financing condition and the Purchaser has represented that, as of the Effective Date, the Purchaser will have sufficient funds available to satisfy the aggregate Consideration in accordance with the terms of the Arrangement Agreement. Further, the Arrangement is otherwise subject to a limited number of customary conditions.

(h) Fairness Opinion. MNP, the independent financial advisor to the Special Committee, has provided the Special Committee with the Fairness Opinion to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications to be set forth in the written fairness opinion to be included in the Circular, the Consideration to be received by the Shareholders under the Arrangement is fair, from a financial point of view, to the Shareholders.

(i) Ability to Respond to Superior Proposals. The terms and conditions of the Arrangement Agreement do not prevent a third party from making an unsolicited Acquisition Proposal. Subject to compliance with the terms of the Arrangement Agreement, the Board is not precluded from considering and responding to an unsolicited Acquisition Proposal that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal at any time prior to obtaining the approval by TRUBAR Securityholders of the Arrangement Resolution. In the event that a Superior Proposal is made and not matched by the Purchaser, the Arrangement Agreement may be terminated by TRUBAR and TRUBAR may enter into a definitive agreement with respect to such Superior Proposal, subject to the payment by TRUBAR to the Purchaser of the Termination Fee in certain circumstances.

(j) Termination Fee and Expense Reimbursement. In certain circumstances, upon the termination of the Arrangement Agreement TRUBAR will be obligated to pay the Purchaser the Termination Fee and the Expense Reimbursement. In the view of the Special Committee and the Board, such fees would not preclude the possibility of a third party making a Superior Proposal.

(k) TRUBAR Securityholder and Court Approval. The Arrangement Resolution must be approved by at least: (a) two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, each being entitled to one vote per Common Share held; (b) two-thirds of the votes cast on the Arrangement Resolution by Shareholders, Warrantholders, Optionholders and RSUholders, voting as a single class, present in person or represented by proxy at the Meeting, each being entitled to one vote per Common Share or one vote per Common Share underlying, as applicable, the Warrants, Options and RSUs held; and (c) a simple majority of the votes cast on the Arrangement Resolution by Shareholders, present in person or represented by

proxy at the Meeting, each being entitled to one vote per Common Share, excluding for this purpose votes cast in respect of Common Shares that are held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101. The Arrangement must also be approved by the Court, which will consider the fairness and reasonableness of the Plan of Arrangement to TRUBAR Securityholders.

(I) Fair Treatment. In the Special Committee's and the Board's respective views, the terms of the Arrangement Agreement treat stakeholders of TRUBAR equitably and fairly, including payment of equivalent consideration to holders of the TRUBAR Securities other than the Common Shares on a per Common Share as-converted basis, and the Plan of Arrangement is expected to benefit TRUBAR and such stakeholders of TRUBAR.

(m) Interim Period Restrictions. The restrictions on TRUBAR's business until the Plan of Arrangement is completed or the Arrangement Agreement is terminated are reasonable and are not expected to impair or materially affect TRUBAR's business during such period.

(n) Availability of Dissent Rights. Shareholders who oppose the Plan of Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if ultimately successful, receive fair value for their Common Shares.

In the course of its deliberations, the Special Committee and the Board each considered a number of potential risks and potential negative factors, which the Board concluded were outweighed by the positive substantive and procedural factors of the Plan of Arrangement, described in detail at pages 88-91 of the Circular.
Based on the above-noted factors, the Board (subject to certain abstentions of conflicted directors), after receiving the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement is fair to the TRUBAR Securityholders, and is in the best interests of TRUBAR. Accordingly, the Board (subject to certain abstentions of conflicted directors) unanimously recommended that the TRUBAR Securityholders vote in favour of the Arrangement Resolution.

Conditions of Closing

The obligations of TRUBAR and the Purchaser to complete the Plan of Arrangement and the other transactions contemplated in the Arrangement Agreement are conditional on the satisfaction of the following conditions:

(a) the Arrangement Resolution will have been approved and adopted by the TRUBAR Securityholders at the Meeting, in accordance with the Interim Order;

(b) the Interim Order and the Final Order will have each been obtained on terms consistent with the Arrangement Agreement, and will have not been set aside or

modified in a manner unacceptable to either TRUBAR or the Purchaser, each acting reasonably, on appeal or otherwise; and

(c) no Law will be in effect that would make the consummation of the Arrangement illegal or which would otherwise prohibit or enjoin TRUBAR or the Purchaser and/or its affiliates from consummating the Plan of Arrangement.

The foregoing conditions are for the mutual benefit of TRUBAR, on the one hand, and the Purchaser, on the other hand, and may only be waived, in whole or in part, by the mutual consent of the Purchaser and TRUBAR.
The Purchaser's obligation to complete the Arrangement is also conditional on the satisfaction of a number of conditions, which includes (but are not limited to):

(a) TRUBAR will have fulfilled or complied in all material respects with its covenants in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and TRUBAR will have delivered a certificate confirming same to the Purchaser, executed by two senior officers of TRUBAR (in each case without personal liability) addressed to the Purchaser and dated the Effective Date;

(b) there is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person) pending or threatened in any jurisdiction to:

(i) cease trade, enjoin, prohibit or impose any limitations, damages or conditions on the Purchaser's ability to acquire, hold or exercise full rights of ownership over any Common Shares, including the right to vote the Common Shares and receive distributions;

(ii) prohibit or restrict the Plan of Arrangement, or the ownership or operation by the Purchaser or any of its Subsidiaries of a material portion of the business or assets of the Purchaser and its Subsidiaries or of TRUBAR and its Subsidiaries, or compel the Purchaser or its Subsidiaries to dispose of or hold separate any material portion of the business or assets of the Purchaser and its Subsidiaries or of TRUBAR and its Subsidiaries as a result of the Plan of Arrangement or the transactions contemplated by the Arrangement Agreement; or

(iii) prevent or materially delay the consummation of the Plan of Arrangement, or if the Plan of Arrangement is consummated, have a Material Adverse Effect or reasonably be expected to be material and adverse to the Purchaser;

(d) no Material Adverse Effect, that has not been cured, will have occurred since the date of the Arrangement Agreement; and

(e) the Indemnity Agreement remains in full force and effect and has not been modified or terminated.

The foregoing conditions are for the exclusive benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, in its sole discretion.
TRUBAR's obligation to complete the Plan of Arrangement and the other transactions contemplated in the Arrangement Agreement is also conditional on the satisfaction of a number of conditions, which includes (but are not limited to):

(a) the Purchaser and Parent will have fulfilled or complied in all material respects with each of the covenants of the Purchaser and the Parent contained in the Arrangement Agreement to be fulfilled or complied with by them on or prior to the Effective Time, except where the failure to comply with such covenants, individually or in the aggregate, would not materially impede the completion of the Plan of Arrangement, and each of the Purchaser and the Parent have delivered a certificate confirming same to TRUBAR, executed by two of its senior officers (in each case without personal liability) addressed to TRUBAR and dated the Effective Date; and

(b) the Purchaser will have deposited or caused to be deposited with: (a) the Depositary in escrow in accordance with the terms of the Arrangement Agreement, the funds required to satisfy in full the aggregate Consideration payable by the Purchaser pursuant to the Plan of Arrangement, and the Depositary will have confirmed to TRUBAR the receipt of such funds; and (b) TRUBAR, the Purchaser Loan and, if applicable, sufficient funds to effect the Credit Facility Termination.

The foregoing conditions are for the exclusive benefit of TRUBAR and may be waived, in whole or in part, by TRUBAR, in its sole discretion.

No Creditor Impact

The Arrangement does not contemplate a compromise of any debt or debt instruments of TRUBAR and no creditor of TRUBAR will be materially affected by the Arrangement.

The Meeting and Approvals

As noted above, the Meeting is scheduled to be held in person at 10:00 a.m. (Toronto time) on January 13, 2026 at the offices of Norton Rose Fulbright Canada LLP located at 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7.
The Board has fixed the Record Date for determining TRUBAR Securityholders who are entitled to receive notice of and vote at the Meeting as of December 1, 2025 (the "Record Date"). TRUBAR Securityholders of record as at the close of business (Vancouver time) on the Record Date, or their duly appointed proxyholders, will be entitled to attend and vote at the Meeting, or any adjournment or postponement thereof, in the manner and subject to the procedures described in the Circular.

The Circular will be sent to all TRUBAR Securityholders as of the close of business on the Record Date. Only registered TRUBAR Securityholders whose names appear on the records of TRUBAR, or the Persons they appoint as their proxyholders are permitted to vote at the Meeting. Beneficial TRUBAR Securityholders may follow the voting instructions provided by their Intermediaries so they can direct the voting of the Common Shares which they beneficially own.
At the Meeting, TRUBAR Securityholders will be asked to consider and vote upon the Arrangement Resolution.

Quorum and Voting

The quorum required at the Meeting shall be two persons who are, or who represent by proxy, Shareholders who, in the aggregate hold at least 5% of the issued Common Shares.
It is proposed that the vote required to pass the Arrangement Resolution will be:

(a) two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, each being entitled to one vote per Common Share held;

(b) two-thirds of the votes cast on the Arrangement Resolution by Shareholders, Warrantholders, Optionholders and RSUholders, voting as a single class, present in person or represented by proxy at the Meeting, each being entitled to one vote per Common Share or one vote per Common Share underlying, as applicable, the Warrants, Options and RSUs held; and

(c) a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, excluding for this purpose votes cast in respect of Common Shares that are held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101.

Dissent Rights

The rights of Dissenting Shareholders are set out in detail in the Interim Order and at pages 77-79 of the Circular.
Pursuant to the Plan of Arrangement, Registered Shareholders as of the close of business on the Record Date and as of the deadline for exercising Dissent Rights have Dissent Rights with respect to the Arrangement Resolution.
Pursuant to the terms of the Interim Order and under the BCA, none of the following shall be entitled to exercise Dissent Rights:

(a) a Warrantholder in respect of such holder's Warrants;

(b) an Optionholder in respect of such holder's Options;

(c) an RSUholder in respect of such holder's RSUs;
(d) TRUBAR Securityholders who vote or have instructed a proxyholder to vote such TRUBAR Securities, as applicable, in favour of the Arrangement Resolution;
(e) Persons who have not strictly complied with the procedures for exercising Dissent Rights or Persons who have withdrawn their exercise of Dissent Rights prior to the Effective Time; and
(f) any other Person who is not a Registered Shareholder as of the close of business on the Record Date and as of the deadline for exercising Dissent Rights.

A Registered Shareholder wishing to exercise Dissent Rights with respect to the Arrangement must send to TRUBAR a written notice of dissent to the Arrangement Resolution (the "Dissent Notice"), which Dissent Notice must be received by TRUBAR (c/o Norton Rose Fulbright Canada LLP at 1800 – 510 West Georgia Street, Vancouver, British Columbia, Canada, V6B 0M3, Attention: Kristopher Miks), by no later than 5:00 p.m. (Vancouver time) on January 9, 2026 (or on the day that is two (2) Business Days prior to the day of the adjourned or postponed Meeting, if applicable), and must otherwise strictly comply with the dissent procedures described in the Circular, the Interim Order, the BCA and the Plan of Arrangement.
Pursuant to the Interim Order, a Registered Shareholder who was a Registered Shareholder as of the close of business on the Record Date and as of the deadline for exercising Dissent Rights who fully complies with the dissent procedures in sections 237 to 247 of the BCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court, is entitled, if and when the Plan of Arrangement becomes effective, to dissent and to be paid the fair value, determined as of immediately before the passing of the Arrangement Resolution, of the Common Shares held by such Shareholder in respect of which the Shareholder dissents.

Canadian Securities Laws

TRUBAR is a reporting issuer or equivalent in British Columbia, Alberta and Ontario and is listed on the TSX-V, and accordingly, is subject to MI 61-101. As set out in detail at pages 55-60 of the Circular, the Arrangement constitutes a business combination under MI 61-101 as certain related parties of TRUBAR will be entitled to receive a "collateral benefit" as a consequence of the Arrangement. As the Arrangement constitutes a business combination for the purposes of MI 61-101, the minority approval requirements of MI 61-101 apply in connection with the Plan of Arrangement.

Regulatory and Other Approvals

The Plan of Arrangement does not constitute a notifiable transaction under the Competition Act, R.S.C. 1985, c. C-34 (Canada) and related Notifiable Transactions Regulations, SOR/87-348.

Part 3: LEGAL BASIS

TRUBAR pleads and relies on sections 186 and 288-297 of the BCA, Rules 2-1, 4-4, 4-5 and 16-1 of the Supreme Court Civil Rules, and the inherent jurisdiction of the Court.

The Approval Process

Section 288(1) of the BCA permits a company to propose an arrangement with its shareholders, creditors or other persons and may, in that arrangement, make any proposal it considers appropriate.
Before an arrangement proposed under section 288(1) of the BCA takes effect, the arrangement must be: (a) adopted in accordance with section 289 of the BCA; and (b) approved by the Court under section 291 of the BCA.
Section 291 of the BCA contemplates that this process proceeds in three steps:

(a) the first step is an application for an interim order for directions for calling a security holders’ meeting to consider and vote on the proposed arrangement. The first application proceeds ex-parte because of the administrative burden of serving security holders;

(b) the second step is the meeting of the securityholders, where the proposed arrangement is voted upon, and must be approved by a special resolution; and

Rapier Gold Inc. (Re), 2018 BCSC 539 at para. 36

The steps taken and proposed to be taken by TRUBAR pursuant to the proposed Interim Order include:

(a) providing notice of the Meeting to TRUBAR Securityholders so they have an opportunity to consider the Plan of Arrangement and have an opportunity to make submissions on the return of this Petition;

(b) ensuring there is sufficient and appropriate approval of the Plan of Arrangement by TRUBAR Securityholders; and

The foregoing requirements will enable the Meeting to be called, held and conducted in a procedurally suitable fashion. Moreover, the proposed Interim Order is consistent with previous orders that have been issued by this Court in respect of other plans of arrangement.

Proposed Plan of Arrangement is an "Arrangement" under the BCA

The purpose of an interim order is to "set the wheels in motion" for the arrangement and establish parameters for the required shareholder meeting. To grant the interim order, the Court need only be satisfied that there is a reasonable basis to regard the transaction as an "arrangement"; consideration of the statutory requirements and the fairness of the transaction should be left to the final order hearing.

Mason Capital Management LLC v. Telus Corp., 2012 BCSC 1582 at paras. 31-32

The BCA defines an "arrangement" using broad and inclusive terms. Pursuant to section 288(1) of the BCA, a company may propose an arrangement with security holders, creditors or other persons and may, in that arrangement, make any proposal it considers appropriate, including proposals for the following:

(a) an alteration to any of the rights or special rights or restrictions attached to any of the shares of the company;

(b) an amalgamation of the company with one or more corporations;

(c) a transfer of all or any part of the money, securities or other property, rights and interests of the company to another corporation in exchange for money, securities or other property, rights and interests of the other corporation;

(d) a transfer of all or any part of the liabilities of the company to another corporation; and

(e) an exchange of securities of the company held by security holders for money, securities or other property, rights and interests of the company or for money, securities or other property, rights and interests of another corporation.

The broad nature of the arrangement provisions of the BCA is also demonstrated by section 291(2) which permits the Court "in respect of a proposed arrangement, [to] make any order it considers appropriate", and then lists a non-exhaustive set of orders that can be made. In this case, all relevant stakeholders will receive notice of the proceedings and the Plan of Arrangement in accordance with the Interim Order of this Court and will be given an opportunity to appear and voice any objection at the hearing in respect of the Final Order.
Here, TRUBAR is a "company" as defined in section 1(1) of the BCA and the Plan of Arrangement falls within the definitions of "arrangement" in section 288(1)(e).
It is respectfully submitted that the Plan of Arrangement constitutes an "arrangement" under the BCA.

The Final Order Hearing

The question of whether the proposed Arrangement is procedurally and substantively fair and reasonable overall and meets all applicable statutory requirements will be determined at the return of the Petition, at which time the result of the vote by the TRUBAR Securityholders at the Meeting on the Arrangement Resolution will be known. The Petitioner will file with the Court a further affidavit to be sworn on behalf of TRUBAR reporting as to compliance with any Interim Order and the results of the Meeting conducted pursuant to such Interim Order.
The final approval of the Arrangement should be granted if the Court is satisfied that:

(a) the statutory requirements have been met;
(b) the application has been put forward in good faith; and
(c) the arrangement is fair and reasonable.

Lionsgate Studio Corp. (Re), 2025 BCSC 1293 at para. 18, citing BCE Inc v. 1976 Debentureholders, 2008 SCC 69 ("BCE") at para. 137

In order to determine whether an arrangement is fair and reasonable, a Court must be satisfied that: (a) the arrangement has a valid business purpose; and (b) the objections of those whose legal rights are being arranged are being resolved in a fair and balanced way.

BCE at paras. 138, 145

Courts may consider a variety of factors when assessing the fairness and reasonableness of an arrangement, which are dependant upon the nature of the case, to determine whether the objections of those whose legal rights are being arranged are being resolved in a fair and balanced way, including but not limited to:

(a) whether the arrangement was negotiated at arm's length between sophisticated commercial parties with the assistance of financial and legal advisors;
(b) whether a majority of security holders have voted to approve the arrangement (this factor is given considerable weight);
(c) whether a fairness opinion has been obtained from a reputable independent expert;
(d) whether the shareholders have access to dissent and appraisal remedies; and
(e) whether any security holders have appeared in the proceedings to oppose approval of the arrangement despite having had notice of the proceedings and the right to appear.

TCPO Holding Corp. (Re), 2023 BCSC 1402 at paras. 11, 16

BCE at paras. 149-152

Here, the Arrangement has a valid business purpose, as set out in paragraphs 13-19 above, and should be approved because:

(a) the relevant statutory provisions have been and will have been complied with;
(b) the Plan of Arrangement has been put forward in good faith and for a bona fide business purpose; and
(c) the Plan of Arrangement is procedurally and substantively fair and reasonable to TRUBAR and its stakeholders.

At the hearing for the final approval of this Plan of Arrangement, the Petitioner expects to be able to clearly demonstrate that all three elements of the test for the granting of the Final Order have been satisfied.

Part 4: MATERIALS TO BE RELIED ON

Affidavit #1 of Laura Freimane, made December 5, 2025.
Further affidavits to be sworn on behalf of the Petitioner, with the exhibits thereto, outlining the basis for the Final Order, and reporting as to compliance with any Interim Order and the results of the Meeting conducted pursuant to such Interim Order.
Such further and other materials as counsel may provide and this Honourable Court may accept.

Norton Rose Fulbright Canada LLP

per:

Date: 5/December/2025

Signature of
☐ petitioner ☑ lawyer for Petitioner

Thomas J. Moran / Scott Silver

To be completed by the court only:

Order made
☐ in the terms requested in paragraphs ____ of Part 1 of this petition
☐ with the following variations and additional terms:

Date: _______
Signature of ☐ Judge ☐ Associate Judge

SCHEDULE "A"

No. S218207
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA),
S.B.C. 2002, CHAPTER 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING
TRUBAR INC., ETI GIDA SANAYI VE TICARET ANONIM SIRKETI, AND 1564128 B.C.
UNLIMITED LIABILITY COMPANY

RE: TRUBAR INC.
PETITIONER

ORDER MADE AFTER APPLICATION (Interim Order)

BEFORE
) ASSOCIATE JUDGE
) ____
) /Dec/2025

ON THE APPLICATION of the petitioner, TRUBAR Inc. (“TRUBAR”) for an Interim Order pursuant to section 291 of the Business Corporations Act, S.B.C. 2002, c. 57, as amended or superseded (the “BCA”) in connection with a proposed arrangement (the “Arrangement”) involving TRUBAR, ETi Gida Sanayi Ve Ticaret Anonim Sirketi (the “Parent”), and 1564128 B.C. Unlimited Liability Company (the “Purchaser”), effected on the terms and subject to the conditions set out in a plan of arrangement (the “Plan of Arrangement”), without notice to any holder (“Shareholders”) of issued and outstanding common shares (“Common Shares”), holder of warrants to purchase Common Shares (“Warrantholders”), holder of options to purchase Common Shares (“Optionholders”), and holder of restricted share units (“RSUholders”, and collectively with the Shareholders, Warrantholders and Optionholders, the “TRUBAR Securityholders”), AND COMING ON for hearing at 800 Smithe Street, Vancouver, British Columbia, on the 9th day of December, 2025, at 9:45 a.m., AND ON HEARING Thomas J. Moran, counsel for the Petitioner, AND UPON READING the Petition herein and Affidavit #1 of Laura Freimane, made December 5, 2025, and filed herein (the “Freimane Affidavit”);

THIS COURT ORDERS that:

Definitions

As used in this Interim Order, unless otherwise defined, terms beginning with capital letters have the respective meanings set out in the draft Management Information Circular (the “Circular”) attached as Exhibit “A” to the Freimane Affidavit.

The Meeting

Pursuant to sections 186 and 288-291 of the BCA, TRUBAR is authorized and directed to call, hold, and conduct a special meeting (the “Meeting”) of TRUBAR Securityholders, to be held in person at the offices of Norton Rose Fulbright Canada LLP located at 222 Bay Street, Suite 3000, Toronto, Ontario, on January 13, 2026 at 10:00 a.m. (Toronto time) to, among other things, consider and, if deemed advisable, pass, with or without amendment, a special resolution (the “Arrangement Resolution”) approving and adopting in accordance with section 289(1)(a)(i) and (e) of the BCA the Arrangement as substantially contemplated in the Plan of Arrangement and to transact such further or other business, including amendments to the foregoing, as may properly be brought before the Meeting or any adjournment or postponement thereof.
The Meeting shall be called, held, and conducted in accordance with the BCA, TRUBAR’s articles (the “Articles”), the Circular, and applicable Securities Laws, subject to the terms of this Interim Order, any further Order of this Court, and the rulings or directions of the Chair of the Meeting (the “Chair”).

Record Date

The record date for the Meeting shall be the close of business on December 1, 2025 (the “Record Date”). The Record Date shall remain the same despite any adjournments or postponements of the Meeting. Only TRUBAR Securityholders at the close of business on the Record Date (Vancouver time) are entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

Adjournment or Postponement

Notwithstanding the provisions of the BCA and the Articles, and subject to and in accordance with the terms of the arrangement agreement dated November 23, 2025 (the “Arrangement Agreement”), TRUBAR is specifically authorized to, if it deems advisable, adjourn or postpone the Meeting on one or more occasion, without the need to first convene the Meeting or obtain any vote of the TRUBAR Securityholders and without the need for additional approval from this Court. Notice of any such adjournment or postponement shall be given by press release, newspaper advertisement or notice sent to TRUBAR Securityholders by one of the methods specified in paragraph 8 of this Interim Order.

Amendments

Prior to the Meeting, TRUBAR is authorized to make amendments, revisions, or supplements to the Arrangement Agreement, Arrangement and the Plan of Arrangement, in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement, without any additional notice or authorization on the part of the TRUBAR Securityholders or further orders of this Court. The Arrangement, Plan of Arrangement, and Arrangement Agreement as so amended, revised, and supplemented shall be the Arrangement, Plan of Arrangement, and Arrangement Agreement to be submitted to TRUBAR Securityholders at the Meeting and will be the subject of the Arrangement Resolution.

Notice of Meeting

The Circular is hereby deemed to represent sufficient and adequate disclosure, including for the purpose of section 290(1)(a) of the BCA, and TRUBAR shall not be required to send the TRUBAR Securityholders any other notice or additional statement pursuant to section 290(1)(a) of the BCA.
The Notice of Meeting (with the Circular attached), this Interim Order, the Petition, and the Notice of Hearing (for Final Order), the forms of proxy and the letter of transmittal (collectively, the "Meeting Materials"), in substantially the same forms as contained in Exhibit "A" of the Freimane Affidavit with such deletions, amendments, or additions thereto as counsel for TRUBAR may advise are necessary or desirable, provided that such amendments or additions are not inconsistent with the terms of this Interim Order, shall be sent (or caused to be sent) by TRUBAR to:

a. Registered Shareholders and registered Warrantholders, determined as at the close of business on the Record Date, at least 21 days prior to the date of the Meeting, excluding the date of mailing or delivery, by pre-paid ordinary mail or by delivery in person or by recognized courier service, addressed to the Registered Shareholder or registered Warrantholder at its address as it appears in the central securities registers of TRUBAR or the records of its transfer agent;

b. non-registered Shareholders and non-registered Warrantholders by causing, in accordance with National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators, its agent to deliver the requisite number of copies of the Meeting Materials to clearing agencies or intermediaries for onward distribution of the Meeting Materials to those non-registered Shareholders and non-registered Warrantholders;

c. at any time by email or facsimile transmission to any Shareholder or Warrantholder who identifies themselves to the satisfaction of TRUBAR (acting through its representatives), who requests such email or facsimile transmission;

d. Optionholders, as they appear on the applicable securities register of TRUBAR as at the close of business on the Record Date, at least 21 days prior to the date of the Meeting, excluding the date of commencement of mailing, delivery or transmittal, by email or other electronic transmission, addressed to the Optionholder at their address as it appears on the applicable securities register or records (including employment records) of TRUBAR;

e. RSUholders, as they appear on the applicable securities register of TRUBAR as at the close of business on the Record Date, at least 21 days prior to the date of the Meeting, excluding the date of commencement of mailing, delivery or transmittal, by email or other electronic transmission, addressed to the RSUholder at their address as it appears on the applicable securities register or records (including employment records) of TRUBAR; and

f. the directors and auditors of TRUBAR by prepaid ordinary mail or by delivery in person or by recognized courier service or by email or facsimile transmission, to such persons at least 21 days prior to the date of the Meeting, excluding the date of mailing or transmittal;

and substantial compliance with this paragraph shall constitute good and sufficient notice of the Meeting.

The Meeting Materials shall not be sent to TRUBAR Securityholders where mail previously sent to such holders by TRUBAR or its registrar and transfer agent has been returned to TRUBAR or its registrar and transfer agent on at least two previous consecutive occasions.
In the event of a postal strike, lockout or event that prevents, delays or otherwise interrupts mailing or delivery of the Meeting Materials by prepaid ordinary mail (the "Postal Service Disruption") as provided for in paragraph 8 of this Interim Order, TRUBAR shall also file on TRUBAR's profile on SEDAR+ (www.sedarplus.com) and disseminate a press release stating:

a. the Meeting Materials have been filed on TRUBAR's profile on SEDAR+ (www.sedarplus.com);

b. TRUBAR will deliver, by email, a copy of the Meeting Materials to each TRUBAR Securityholder who requests the Meeting Materials; and

c. TRUBAR Securityholders can direct a request referred to in subsection (b) above to TRUBAR's head office at 95 Wellington Street West, Suite 1400, Toronto, Ontario, M5J 2N7, Attention: Laura Freimane, Chief Financial Officer.

For proxies, voting instruction forms, and other Meeting Materials that are required to be delivered to TRUBAR for the purposes of the Meeting, TRUBAR shall implement measures that enable TRUBAR Securityholders, during the Postal Service Disruption, to

effect delivery or transmission by the TRUBAR Securityholders of said proxies or other materials within the required period at no cost to the TRUBAR Securityholders.

Accidental failure or omission by TRUBAR to give notice to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of TRUBAR (including, without limitation, any inability to use postal services), or the non-receipt of such notice or Meeting Materials, shall not constitute a breach of this Interim Order nor, in relation to notice to TRUBAR Securityholders, a defect in the calling of the Meetings, and shall not invalidate any resolution passed or proceedings taken at the Meeting. But, if any such failure or omission is brought to the attention of TRUBAR, it shall use its commercially reasonable efforts to rectify it by the method and in the time most reasonably practicable in the circumstances (including press release or newspaper advertisement if that is determined by the board of directors of TRUBAR (the "Board") to be the most appropriate method of communication), subject to the terms of the Arrangement Agreement.
TRUBAR is hereby authorized to make such amendments, revisions, or supplements to the Meeting Materials as TRUBAR may determine be necessary or desirable ("Additional Materials"), and may deliver those Additional Materials, or any other materials that TRUBAR wishes to deliver to the TRUBAR Securityholders, all subject to the terms of the Arrangement Agreement. Notice of such Additional Materials may be delivered in accordance with paragraph 8 of this Interim Order. Notwithstanding the foregoing, Additional Materials may be delivered to the TRUBAR Securityholders by the method and in the time most reasonably practicable in the circumstances (including press release or newspaper advertisement if that is determined by the Board to be the most appropriate method of communication), subject to the terms of the Arrangement Agreement.
No other form of service of the Meeting Materials, Additional Materials, or this Petition, or any portion thereof, need be made, or notice given or other material served in respect of these proceedings and/or the Meeting except as may be directed by a further order of this Court.

Deemed Receipt of Notice

The Meeting Materials, any Additional Materials and any notice of adjournment or postponement of the Meeting, shall be deemed to have been served upon and received:

a. in the case of prepaid ordinary mail, the day, Saturdays, Sundays and public holidays excepted, following the date of mailing;

b. in the case of delivery via courier, the day following personal delivery;

c. in the case of any means of transmitted, recorded or electronic communication (including any press release or publication), when dispatched or delivered for dispatch; and

d. in the case of delivery to clearing agencies or intermediaries for onward distribution, the day following delivery to clearing agencies or intermediaries.

Quorum and Voting

The quorum required at the Meeting shall be two (2) persons who are, or who represent by proxy, Shareholders who, in the aggregate hold at least 5% of the issued Common Shares.
In respect of the Arrangement Resolution, the votes taken at the Meeting shall be taken on the following basis:

a. each Registered Shareholder whose name is entered on the central securities register (or similar record) of TRUBAR as at the close of business on the Record Date is entitled to one (1) vote for each Common Share registered in his/her/its name; and

b. each Warrantholder, Optionholder, and RSUholder whose name is entered on the central securities register (or similar record) of TRUBAR as at the close of business on the Record Date is entitled to one (1) vote for each underlying Common Share.

The vote required to pass the Arrangement Resolution shall be the affirmative vote of at least:

a. two-thirds of the votes cast by Shareholders present in person or represented by proxy at the Meeting;

b. two-thirds of the votes cast by Shareholders, Warrantholders, Optionholders and RSUholders, voting as a single class, present in person or represented by proxy at the Meeting; and

c. a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding votes cast in respect of Common Shares that are held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101.

The passing of the Arrangement Resolution shall be sufficient to authorize TRUBAR to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Circular without the necessity of any further approval by the TRUBAR Securityholders, or any of them, subject only to final approval of the Arrangement by this Court.
Any spoiled votes, illegible votes, defective votes and abstentions shall be deemed to be votes not cast and the Common Shares, Warrants, Options and/or RSUs represented by such spoiled votes, illegible votes, defective votes or abstentions shall be counted in determining the number of such Common Shares, Warrants, Options and/or RSUs

represented at the Meeting. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.

In all other respects, the terms, restrictions and conditions set out in the Articles shall apply in respect of the Meeting.

Permitted Attendees

The only persons entitled to attend the Meeting will be:

a. TRUBAR Securityholders or their respective proxyholders as at the close of business on the Record Date;
b. TRUBAR'S officers, directors, auditors, advisors and legal counsel;
c. the Parent and Purchaser's officers, directors, advisors, and legal counsel; and
d. other persons who may receive the permission of the Chair;

and the only persons entitled to vote at the Meeting shall be the TRUBAR Securityholders as at the close of business on the Record Date, or their respective proxyholders.

Chair of the Meeting

The Chair shall be Richard Kellam or such other person authorized in accordance with the Articles. The Chair is at liberty to call on the assistance of legal counsel to TRUBAR at any time and from time to time as the Chair may deem necessary or appropriate.
The Chair may waive, in its sole discretion, the time limits set out in the Circular for the deposit or revocation of proxies by the TRUBAR Securityholders if TRUBAR deems it advisable to do so, and subject to the Arrangement Agreement.

Scrutineers

One or more representatives of TRUBAR or such other person as may be appointed by the Chair is authorized to act as scrutineer for the Meeting.

Solicitation of Proxies

TRUBAR is authorized to use the forms of proxy in substantially the form attached as Exhibit "C" to the Freimane Affidavit in connection with the Meeting, with such revisions and additional information as TRUBAR may determine are necessary and desirable. TRUBAR is authorized to solicit proxies, directly or through its officers, directors, or employees, and through such agents or representatives as they may retain or otherwise utilize for that purpose, and by mail, electronic mail or such other forms of communication as it may determine.

The procedure for the use of proxies at the Meeting shall be as set out in the Meeting Materials.

Dissent Rights

Each Shareholder who is a Registered Shareholder as at the close of business on the Record Date and as of the deadline for exercising Dissent Rights shall be entitled to exercise a right of dissent in connection with the Arrangement Resolution in accordance with Sections 237 to 247 of the BCA (except as the procedures of those section are varied by this Interim Order, the Final Order and the Plan of Arrangement).
Only Shareholders who are Registered Shareholders as at the close of business on the Record Date and as of the deadline for exercising Dissent Rights are entitled to dissent rights. Pursuant to the terms of this Interim Order and the BCA, none of the following shall be entitled to exercise any rights of dissent in connection with the Arrangement Resolution:

(a) a Warrantholder in respect of such holder's Warrants;

(b) an Optionholder in respect of such holder's Options;

(d) TRUBAR Securityholders who vote or have instructed a proxyholder to vote any TRUBAR Securities, as applicable, in favour of the Arrangement Resolution;

(e) persons who have not strictly complied with the procedures for exercising Dissent Rights or Persons who have withdrawn their exercise of Dissent Rights prior to the Effective Time; and

(f) any other Person who is not a Registered Shareholder as at the close of business on the Record Date and as of the deadline for exercising Dissent Rights.

In order for a Registered Shareholder to exercise such right of dissent under section 237–247 of the BCA (the “Dissent Right”):

TRUBAR Inc.
c/o Norton Rose Fulbright Canada LLP
510 West Georgia Street, Suite 1800
Vancouver, British Columbia V6M 0M3

Attention: Kristopher Miks

no later than 5:00 p.m. (Vancouver time) on January 9, 2026 (or by 5:00 p.m. on the day that is two (2) Business Days prior to the day of the adjourned or postponed Meeting, if applicable).

(b) the dissenting Shareholder must not have voted any of his, her, or its Common Shares, either by proxy or in person, in favour of the Arrangement Resolution;

(c) a vote against the Arrangement Resolution or an abstention shall not constitute the written notice of dissent required under paragraph 30(a) herein;

(e) the exercise of such Dissent Rights must otherwise strictly comply with the requirements of sections 237 to 247 of the BCA, as modified by this Interim Order and the Plan of Arrangement.

The Dissent Notice must set out the number and class of Common Shares in respect of which the Dissent Rights are being exercised (the "Notice Shares") and:

If the Arrangement Resolution is approved as required at the Meeting, and if TRUBAR notifies the Dissenting Shareholders of its intention to act upon the Arrangement Resolution, the Dissenting Shareholder is then required within one month after TRUBAR gives such notice, to send to TRUBAR, the certificates representing the Notice Shares (if

any) and a written statement that requires the Purchaser to purchase all of the Notice Shares. If the Dissent Right is being exercised by the Dissenting Shareholder on behalf of a Beneficial Shareholder who is not the Dissenting Shareholder, a statement signed by such Beneficial Shareholder is required which sets out whether the Beneficial Shareholder is the beneficial owner of other Common Shares and if so, (i) the names of the Registered Shareholders of such Common Shares; (ii) the number of such Common Shares; and (iii) that dissent is being exercised in respect of all of such Common Shares. Upon delivery of these documents, the Dissenting Shareholder is deemed to have sold the Common Shares and TRUBAR is deemed to have purchased them. Once the Dissenting Shareholder has done this, the Dissenting Shareholder may not vote or exercise any shareholder rights in respect of the Notice Shares.

A Shareholder who was a Registered Shareholder as at the close of business on the Record Date and as of the deadline for exercising Dissent Rights who fully complies with the dissent procedures in sections 237 to 247 of the BCA, as modified by this Interim Order, the Plan of Arrangement and any other order of the Court, is entitled, if (and only if) and when the Arrangement becomes effective, to dissent and to be paid the fair value, determined as of immediately before the passing of the Arrangement Resolution, of the Common Shares held by such Shareholder in respect of which the Shareholder dissents.
A Dissenting Shareholder loses his or her Dissent Right if, among other things, before full payment is made for the Notice Shares, TRUBAR abandons the Arrangement, the Arrangement Resolution is not approved at the Meeting, a court permanently enjoins the action, or the Dissenting Shareholder withdraws the Dissent Notice with TRUBAR's consent. When these events occur, the Purchaser must return the share certificates to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise shareholder rights.
Any Registered Shareholder who duly exercises such Dissent Right set out in paragraphs 28 to 30 above and who:

Notice to the Shareholders of their Dissent Right with respect to the Arrangement Resolution and their right to receive, subject to the provisions of the BCA and the Arrangement, the fair value of their Common Shares shall be given by including information with respect to this right in the Circular to be sent to Shareholders in accordance with this Interim Order.
Subject to further order of this Court, the rights available to the Shareholders under the BCA and the Plan of Arrangement to dissent from the Arrangement shall constitute full and sufficient Dissent Rights for the Shareholders with respect to the Arrangement.

Application for Final Order

Upon approval, with or without variation, by the TRUBAR Securityholders of the Arrangement Resolution in the manner set forth in this Interim Order, TRUBAR may apply to this Court for, inter alia, an order:

(a) Approving the Arrangement pursuant to section 291(4)(a) of the BCA;

(b) Declaring that the terms and conditions of the Arrangement are substantively and procedurally fair and reasonable pursuant to section 291(4)(a) of the BCA; and

The form of Notice of Hearing of Petition (for Final Order) in connection with the Final Order attached as Appendix "F" to the Circular is hereby approved as the form of notice of proceedings for such approval.
Distribution of the Notice of Hearing for Petition for Final Order, this Interim Order, and the Petition when sent in accordance with paragraph 8 herein as the case may be, shall constitute good and sufficient service of the within Petition (in each case subject to paragraph 41 below) and this Interim Order and shall be deemed to have been served at the time specified in accordance with paragraph 15 of this Interim Order, whether such persons reside within British Columbia or another jurisdiction. No other form of service

need be effected and no other material need be served unless a response is served in accordance with paragraph 41. In particular, no separate service of TRUBAR's Petition nor service of the accompanying Freimane Affidavit and additional affidavits as may be filed and dispensed with, need be effected.

Any TRUBAR Securityholder seeking to appear at the hearing of the application for the Final Order shall:

(b) deliver the filed Response to TRUBAR's solicitors at
Norton Rose Fulbright Canada LLP
510 West Georgia Street, Suite 1800
Vancouver, British Columbia, Canada, V6B 0M3
Email: [email protected]
Attention: Thomas J. Moran

as soon as reasonably practical and, in any case, by or before 12:00 p.m. (Vancouver time) on the date that is two (2) business days prior to the hearing of the application for the Final Order.

In the event that the hearing for the Final Order is adjourned, only those persons that have filed and delivered a Response in accordance with this Interim Order need be provided with notice of the adjourned hearing date and any filed materials. Subject to further order of this Court, the only persons entitled to notice of any further proceedings herein, including any hearing to sanction and approve the Arrangement, and to appear and be heard at the hearing of the within Petition shall be:

(a) TRUBAR, the Parent and the Purchaser; and

(b) any person who has filed a Response herein in accordance with the Petition, this Interim Order, and the Supreme Court Civil Rules.

Any materials to be filed by TRUBAR in support of the within Petition for final approval of the Plan of Arrangement may be filed up to one day prior to the hearing of the application for the Final Order without further order of this Court.

Precedence

To the extent of any inconsistency or discrepancy between this Interim Order, the Circular, the BCA, the terms of any instrument creating, governing, or collateral to the Common Shares or the Articles, this Interim Order shall govern.

Variance

TRUBAR shall, subject to the terms of the Arrangement Agreement, be entitled, at any time, to apply to vary this Interim Order or for such further order or orders and direction from this Court as may be appropriate.
Rules 8-1 and 16-1(13) of the Supreme Court Civil Rules shall not apply to any further applications in respect of this proceeding, including the application for the Final Order and any application to vary this Interim Order.
Endorsement of the Interim Order by counsel appearing on this Petition, except for counsel for the Petitioner, is hereby dispensed with.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Signature of
☐ party ☑ lawyer for the Petitioner

Thomas J. Moran

By the Court.

Registrar

SCHEDULE "B"

No. S218207
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA),
S.B.C. 2002, CHAPTER 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING
TRUBAR INC., ETI GIDA SANAYI VE TICARET ANONIM SIRKETI, AND 1564128 B.C.
UNLIMITED LIABILITY COMPANY

RE: TRUBAR INC.
PETITIONER

ORDER MADE AFTER APPLICATION (Final Order)

BEFORE
) THE HONOURABLE JUSTICE
)
) _______
) _/Jan/2026
)

ON THE APPLICATION of the petitioner, TRUBAR Inc. ("TRUBAR") for a Final Order pursuant to Part 9, Division 5 of the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57, as amended (the "BCA"), coming on for hearing at 800 Smithe Street, Vancouver, British Columbia and UPON HEARING Thomas J. Moran, counsel for the Petitioner; and no one appearing on behalf of any holder of an issued and outstanding common share of TRUBAR, holder of a warrant to purchase common shares of TRUBAR, holder of an option to purchase common shares of TRUBAR, or holder of a restricted share unit of TRUBAR (together, "TRUBAR Securityholders"); AND UPON READING the Petition to the Court herein dated December 5, 2025; AND UPON READING the Interim Order of Associate Judge ____ made herein on December 9, 2025 (the "Interim Order"); AND UPON READING Affidavits #1 and #2 of Laura Freimane, sworn December 5, 2025 and January , 2026 filed herein;

AND UPON IT APPEARING that good and sufficient notice of the time and place of the hearing of this application was given to the TRUBAR Securityholders in accordance with the Interim Order; AND UPON the requisite approval of the TRUBAR Securityholders for a Plan of Arrangement (the "Plan of Arrangement" and the transactions contemplated therein, the "Arrangement"), a copy

of which is attached as Appendix A to this Order, having been obtained at the special meeting of the TRUBAR Securityholders held on January 13, 2026, for which good and sufficient notice was provided to the TRUBAR Securityholders;

AND UPON CONSIDERING the fairness to the parties affected thereby of the terms and conditions of the Arrangement and of the transactions contemplated by the Arrangement;

THIS COURT ORDERS that:

Pursuant to section 291(4) of the BCA, the Arrangement as provided for in the Plan of Arrangement, including the terms and conditions of the Arrangement, and the exchange of securities for cash consideration to be effected in the Arrangement, are procedurally and substantively fair and reasonable to the TRUBAR Securityholders.
The Arrangement be and hereby is approved pursuant to the provisions of sections 291(4)(a) and 295 of the BCA.
The Arrangement shall be implemented in the manner and sequence set forth in the Plan of Arrangement, and pursuant to Sections 291, 292 and 296 of the BCA, the Arrangement will take effect as of the Effective Time, as defined in the Plan of Arrangement.
The Arrangement shall be binding on TRUBAR, ETi Gida Sanayi Ve Ticaret Anonim Sirketi, 1564128 B.C. Unlimited Liability Company and the TRUBAR Securityholders upon the taking effect of the Arrangement pursuant to Section 297 of the BCA.
TRUBAR and 1564128 B.C. Unlimited Liability Company shall be entitled to seek direction of this Court as to the implementation of this Order or to apply for such further Order or Orders as may be appropriate.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Signature of lawyer for the Petitioner, TRUBAR, Inc.
Thomas J. Moran

By the Court.

Registrar

APPENDIX "A"

PLAN OF ARRANGEMENT

MADE PURSUANT TO DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

"Arrangement Resolution" means the resolution approving this Plan of Arrangement to be considered at the Company Meeting, substantially in the form set out in Schedule B to the Arrangement Agreement.

"BCBCA" means the Business Corporations Act (British Columbia).

"Book-Entry Shares" shall mean non-certificated Shares represented by book-entry.

trust (statutory, express, implied, resulting, constructive or otherwise), and together with any security enforcement costs or legal costs associated with any such claim, and whether or not any indebtedness, liability or obligation is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present or future, known or unknown, by guarantee, warranty, surety or otherwise, and whether or not any right or claim is executory or anticipatory in nature, including any claim made or asserted against the applicable Persons, or any of them, through any successor, assignee, affiliate, subsidiary, associated or related Person, or any right or ability of any Person to advance a claim for an accounting, reconciliation, contribution, indemnity, restitution or otherwise with respect to any matter, grievance, action (including any class action or proceeding before an administrative or regulatory tribunal), cause or chose in action, whether existing at present or commenced in the future.

"Company" means TRUBAR Inc., a corporation existing under the laws of the Province of British Columbia.

"Company Options" means the outstanding options to purchase Shares issued pursuant to the Omnibus Plan.

"Company RSUs" means the outstanding restricted share units granted under the Omnibus Plan.

"Company Warrants" means, collectively, the Warrants and the Compensation Warrants.

"Compensation Warrant" means a warrant to purchase Shares issued and outstanding pursuant to a warrant certificate and not governed by the terms and conditions of the Warrant Indenture.

"Consideration" means, for each Share, $1.64 in cash (without interest).

"Court" means the Supreme Court of British Columbia.

"Dissent Rights" has the meaning specified in Section 3.1.

"Dissenting Holder" means a registered Shareholder who has duly and validly exercised its Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such holder.

"DRS Advice" has the meaning specified in Section 4.1(2).

"Effective Date" means the date on which the Arrangement becomes effective as set out in Section 2.7 of the Arrangement Agreement.

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time on the Effective Date as the Purchaser and the Company may agree to in writing before the Effective Date.

"Lien" means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, restriction or adverse right or claim or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

"Parent" means ETİ Gıda Sanayi ve Ticaret Anonim Şirketi.

"Parties" means, collectively, the Company, the Purchaser and the Parent, and "Party" means any one of them.

"Release Carve-Outs" has the meaning specified in Section 6.1

"Released Claims" has the meaning specified in Section 6.1.

"Securityholders" means, collectively, the Shareholders and the holders of Company Warrants, Company Options and/or Company RSUs.

"Shareholders" means the registered and/or beneficial holders of the Shares, as the context requires.

"Shares" means the common shares in the capital of the Company.

"Tax Act" means the Income Tax Act (Canada).

"Warrant Indenture" means the warrant indenture dated May 9, 2024 between Simply Better Brands Corp. (as the predecessor to the Company) and Odyssey Trust Company.

"Warrants" means a warrant to purchase Shares issued and outstanding pursuant to the Warrant Indenture.

Section 1.2 Certain Rules of Interpretation.

In this Plan of Arrangement, unless otherwise specified:

(2) Currency. All references to dollars or to $ are references to Canadian dollars and all references to US$ are references to United States dollars, unless specified otherwise.

(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(4) Certain Phrases and References, etc. The words (a) “including”, “includes”, and “include” mean “including (or includes or include) without limitation”, (b) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”, and (c) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement. The terms “Plan of Arrangement”, “hereof”, “herein”, and similar expressions refer to this Plan of Arrangement (as it may be amended, modified or supplemented from time to time) and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

(5) Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

(6) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

(7) Time. Time shall be of the essence in this Plan of Arrangement. References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

Section 1.3 Governing Law

ARTICLE 2 THE ARRANGEMENT

Section 2.1 Arrangement

Section 2.2 Binding Effect

each case, their respective agents, heirs, executors, administrators and other legal representatives, successors and assigns, at and after, the Effective Time, in each case, without any further act or formality required on the part of any Person, except as expressly provided in this Plan of Arrangement.

Section 2.3 Arrangement

(b) the name of such Dissenting Holder shall be removed as a holder of Shares from the register of holders of Shares maintained by or on behalf of the Company; and

(3) each Company Option, whether vested or unvested, that is outstanding at the Effective Time, notwithstanding the terms of the Omnibus Plan or any applicable agreement in relation thereto, shall be, unconditionally vested and exercisable, and shall be, without any further action by or on behalf of the holder of such Company Option, assigned and transferred by the holder thereof to the Company in exchange for, subject to Section 4.3, a cash payment from the Company equal to the amount (if any) by which the Consideration exceeds the exercise price of such Company Option, multiplied by the number of Shares that such Company Option entitles the holder to purchase (for greater certainty, where such amount is zero or negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Company Option any consideration in respect of such Company Option), subject to applicable Tax withholdings and other source deductions (and paid through payroll to the extent applicable), and each such Company Option shall immediately be cancelled and terminated, and, with respect to each such Company Option transferred and terminated pursuant to this Section 2.3(3), as of the effective time of such transfer and termination: (a) the holder thereof shall cease to be the holder of such Company Option; (b) the holder thereof shall cease to have any rights as a holder in respect of such Company Option or under the Omnibus Plan or any applicable agreement in relation thereto, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to this Section 2.3(3); (c) such holder's name shall be removed from the applicable register; and (d) all agreements, grants and similar instruments relating thereto shall be terminated and of no further force and effect;

(a) the holder of such Share shall cease to have any rights as a Shareholder other than the right to be paid the Consideration per Share in accordance with this Plan of Arrangement;

(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Company; and

Section 2.4 Adjustment to Consideration

Section 2.5 Corporate Authorizations

ARTICLE 3

DISSENT RIGHTS

Section 3.1 Dissent Rights

(b) are ultimately not entitled, for any reason, to be paid fair value for such Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as Shareholders who have not exercised Dissent Rights in respect of such Shares and shall be entitled to receive the Consideration per Share to which holders of Shares who have not exercised Dissent Rights are entitled under Section 2.3(1), less any applicable withholdings pursuant to Section 4.3).

Section 3.2 Recognition of Dissenting Holders

ARTICLE 4 CERTIFICATES AND PAYMENTS

Section 4.1 Payment of Consideration

(6) Any payment made by way of cheque by the Depositary (or the Company or any of its Subsidiaries, if applicable) in accordance with this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Company) or that otherwise remains unclaimed, in each case, on or before the sixth (6th) anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth (6th) anniversary of

the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Shares, Company Warrants, Company Options or Company RSUs in accordance with this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.

Section 4.2 Lost Certificates

Section 4.3 Withholding Rights

Section 4.4 No Liens

Section 4.5 Paramountcy

ARTICLE 5 AMENDMENT AND TERMINATION

Section 5.1 Amendment and Termination

(6) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 6

RELEASES

Section 6.1 Release of Released Parties

Section 6.2 Injunctions

ARTICLE 7

FURTHER ASSURANCES

Section 7.1 Further Assurances

or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

No. S218207

Vancouver Registry

In the Supreme Court of British Columbia

IN THE MATTER OF SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA),

S.B.C. 2002, CHAPTER 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING

TRUBAR INC., ETI GIDA SANAYI VE TICARET ANONIM SIRKETI, AND 1564128 B.C.

UNLIMITED LIABILITY COMPANY

RE: TRUBAR INC.

Petitioner

PETITION TO THE COURT

NORTON ROSE FULBRIGHT CANADA LLP

Barristers & Solicitors

1800 – 510 West Georgia Street

Vancouver, BC V6B 0M3

Telephone: (604) 687-6575

Attention: Thomas J. Moran/Scott Silver

TJM/SS

Matter# 1001349934

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APPENDIX F

NOTICE OF HEARING OF PETITION FOR FINAL ORDER

See attached.

No. S-259168
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA), S.B.C. 2002, CHAPTER 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING TRUBAR INC., ETI GIDA SANAYI VE TICARET ANONIM SIRKETI, AND 1564128 B.C. UNLIMITED LIABILITY COMPANY

RE: TRUBAR INC.

PETITIONER

NOTICE OF HEARING (Final Order)

To: The holders of all issued and common shares ("Common Shares") of TRUBAR Inc. ("Shareholders"), holders of all warrants to purchase Common Shares ("Warrantholders"), holders of all options to purchase Common Shares ("Optionholders"), and holders of restricted share units ("RSUholders", and collectively with the Shareholders, Warrantholders, and Optionholders, the "TRUBAR Securityholders")

NOTICE IS HEREBY GIVEN that a Petition has been filed by the Petitioner, TRUBAR Inc. ("TRUBAR"), in the Supreme Court of British Columbia (the "Court") for approval of a plan of arrangement (the "Arrangement") pursuant to the British Columbia Business Corporations Act, S.B.C. 2002, c. 57, as amended.

AND NOTICE IS FURTHER GIVEN that by an Order of the Court pronounced December 9, 2025 (the "Interim Order"), the Court has given directions as to the calling of a special meeting of the TRUBAR Securityholders for the purposes of, among other things, considering and voting upon a special resolution to approve the Arrangement.

AND NOTICE IS FURTHER GIVEN that an application for a final order approving the Arrangement and for a determination that the terms and conditions of the Arrangement are fair and reasonable (the "Final Order") shall be made before the presiding Judge in Chambers at the courthouse at 800 Smithe Street, Vancouver, British Columbia on January 15, 2026, at 9:45 a.m., or as soon thereafter as counsel may be heard (the "Final Application").

IF YOU WISH TO BE HEARD, any person affected by the Final Order sought may appear (either in person or by counsel) and make submissions at the hearing of the Final Application if such person has filed with the Court at the Court Registry, 800 Smithe Street, Vancouver, British Columbia, a Response to Petition ("Response") in the form prescribed by the Supreme Court

Civil Rules and the Interim Order, together with any affidavit and other materials on which that person intends to rely on at the hearing of the Final Application, and delivered a copy of the filed Response, together with all affidavit and other materials on which such person intends to rely on at the hearing of the Final Application, to TRUBAR at its address for delivery set out below by or before 12:00 p.m. (Vancouver time) on January 13, 2026.

TRUBAR's address for delivery:

Norton Rose Fulbright Canada LLP
510 West Georgia Street, Suite 1800
Vancouver, British Columbia, Canada, V6B 0M3
Email: [email protected]
Attention: Thomas J. Moran

IF YOU WISH TO BE NOTIFIED OF ANY ADJOURNMENT OF THE FINAL APPLICATION, YOU MUST GIVE NOTICE OF YOUR INTENTION to be heard by filing and delivering the form of Response as aforesaid. You may obtain a form of Response at the Court Registry, 800 Smithe Street, Vancouver, British Columbia.

AT THE HEARING OF THE FINAL APPLICATION the Court may approve the Arrangement as presented, or may approve it subject to such terms and conditions as the Court deems fit.

IF YOU DO NOT FILE A RESPONSE and attend either in person or by counsel at the time of such hearing of the Final Application, the Court may approve the Arrangement, as presented, or may approve it subject to terms and conditions as the Court shall deem fit, all without any further notice to you. A copy of the said Petition and other documents in the proceeding will be provided to any Respondent upon request in writing addressed to TRUBAR's solicitors at the address for delivery set out above.

Date of hearing
☑ The Court has ordered the date of the hearing is January 15, 2026, and notice of the hearing will be given to the TRUBAR Securityholders in accordance with the Interim Order of the Court in this matter.
Duration of hearing
☑ TRUBAR estimates the hearing will take 10 minutes, subject to any TRUBAR Securityholder providing a different time estimate (which has not been provided as of the date of this Notice of Hearing).
Jurisdiction
☑ This matter is not within the jurisdiction of an associate judge.

Norton Rose Fulbright Canada LLP

per:

Date:

Signature of Thomas J. Moran / Scott Silver
☑ lawyer for Petitioner

For the purposes of a telephone/video hearing, the lawyer for the petitioner may be reached at:

Norton Rose Fulbright Canada LLP
1800 – 510 West Georgia Street
Vancouver, BC V6B 0M3
Attention: Thomas J. MoranTel: +1 604.641.4966 Email: [email protected]

No. S-259168

Vancouver Registry

In the Supreme Court of British Columbia

IN THE MATTER OF SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA),

S.B.C. 2002, CHAPTER 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING

TRUBAR INC., ETI GIDA SANAYI VE TICARET ANONIM SIRKETI, AND 1564128 B.C.

UNLIMITED LIABILITY COMPANY

RE: TRUBAR INC.

Petitioner

NOTICE OF HEARING

NORTON ROSE FULBRIGHT CANADA LLP

Barristers & Solicitors

1800 – 510 West Georgia Street

Vancouver, BC V6B 0M3

Telephone: (604) 687-6575

Attention: Thomas J. Moran/Scott Silver

TJM/SS

Matter# 1001349934

APPENDIX G
DISSENT PROVISIONS OF THE BCBCA

Part 8: Division 2 – Dissent Proceedings

Definitions and application

(1) In this Division:

"dissenter" means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

"notice shares" means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

"payout value" means,

(a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,

(b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement,

(c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, or

(d) in the case of a dissent in respect of a community contribution company, the value of the notice shares set out in the regulations,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

(a) the court orders otherwise, or

(b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

(1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent as follows:

(a) under section 260, in respect of a resolution to alter the articles

(i) to alter restrictions on the powers of the company or on the business the company is permitted to carry on,

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(ii) without limiting subparagraph (i), in the case of a community contribution company, to alter any of the company's community purposes within the meaning of section 51.91; or
(iii) without limiting subparagraph (i), in the case of a benefit company, to alter the company's benefit provision;

(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;
(c) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;
(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;
(e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;
(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;
(g) in respect of any other resolution, if dissent is authorized by the resolution;
(h) in respect of any court order that permits dissent.

(1.1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent under section 51.995 (5) in respect of a resolution to alter its notice of articles to include or to delete the benefit statement.

(2) A shareholder wishing to dissent must

(a) prepare a separate notice of dissent under section 242 for

(i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and
(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,

(b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and
(c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and
(b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

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Waiver of right to dissent

(1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

(a) provide to the company a separate waiver for

(i) the shareholder, if the shareholder is providing a waiver on the shareholder's own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is providing a waiver, and

(b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder's own behalf, the shareholder's right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

(a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and

(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

(1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and

(b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement

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referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and
(b) a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

(a) a copy of the resolution,
(b) a statement advising of the right to send a notice of dissent, and
(c) if the resolution has passed, notification of that fact and the date on which it was passed.

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

(a) a copy of the entered order, and
(b) a statement advising of the right to send a notice of dissent.

Notice of dissent

(1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) or (1.1) must,

(a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,
(b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or
(c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

(i) the date on which the shareholder learns that the resolution was passed, and

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(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

(2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

(a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or
(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or
(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;
(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and

(i) the names of the registered owners of those other shares,
(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and

(i) the name and address of the beneficial owner, and
(ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect

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of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

(1) A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

(i) the date on which the company forms the intention to proceed, and
(ii) the date on which the notice of dissent was received, or

(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

(2) A notice sent under subsection (1) (a) or (b) of this section must

(a) be dated not earlier than the date on which the notice is sent,
(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and
(c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

(1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,
(b) the certificates, if any, representing the notice shares, and
(c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.

(2) The written statement referred to in subsection (1) (c) must

(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and
(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out

(i) the names of the registered owners of those other shares,
(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) that dissent is being exercised in respect of all of those other shares.

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(3) After the dissenter has complied with subsection (1),

(a) the dissenter is deemed to have sold to the company the notice shares, and
(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.
(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.
(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

(1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

(a) promptly pay that amount to the dissenter, or
(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,
(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and
(c) make consequential orders and give directions it considers appropriate.

(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

(a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the

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company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or

(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

(a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or
(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or
(b) the payment would render the company insolvent.

Loss of right to dissent

The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;
(b) the resolution in respect of which the notice of dissent was sent does not pass;
(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;
(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;
(e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;
(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;

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(g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;
(h) the notice of dissent is withdrawn with the written consent of the company;
(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,
(b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and
(c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

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TRUBAR Inc. — Proxy Solicitation & Information Statement 2025

47671_rns_2025-12-18_fa0644c2-b072-4eb6-a092-2c6901fb982a.pdf

TRUBAR INC.

THE ARRANGEMENT

REASONS TO SUPPORT THE ARRANGEMENT

RECOMMENDATION OF THE BOARD

APPROVAL REQUIREMENTS

GLOSSARY OF TERMS

MANAGEMENT INFORMATION CIRCULAR

INFORMATION ABOUT THE PARENT AND THE PURCHASER

NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA

SUMMARY OF CIRCULAR

Meeting and Record Date

The Arrangement Resolution

Voting at the Meeting

Effect of the Arrangement

The Parties

Background to the Arrangement

Recommendation of the Special Committee and the Board

Reasons for the Recommendation

Fairness Opinion

Plan of Arrangement

The Arrangement Agreement

TRUBAR Securityholder Approval of the Arrangement

Support Agreements

Non-Solicitation and Right to Match

Court Approval of the Arrangement

MI 61-101 Requirements

Stock Exchange De-Listing and Reporting Issuer Status

Dissent Rights

Risk Factors

Income Tax Considerations

GENERAL PROXY MATTERS

Solicitation of Proxies

Meeting Information

Record Date and Attending the Meeting

Quorum

Voting Instructions

Registered Securityholders

Voting by Proxy

Voting at the Meeting

Changing your Vote

Beneficial Securityholder

Voting at the Meeting

Changing your Vote

Exercise of Discretion by Proxies

How the Votes will be Counted

Appointment of Proxies

Beneficial Securityholders in the United States

If you are Unable to Attend the Meeting

Voting Securities and Principal Holders Thereof

Considerations of the Special Committee and the Board in Making their Recommendation

Reasons for the Recommendation

Potential Issues Relating to the Arrangement

Recommendation of the Special Committee

Recommendation of the Board

Fairness Opinion

Description of the Arrangement

Plan of Arrangement

Corporate Authorizations

Arrangement Mechanics

Payment of Consideration

Certificates and Payments

Common Shares

The 2024 PP Warrants

Compensation Warrants, Options and RSUs

Procedural Matters

Withholding Rights

Amendment and Termination

Release and Injunctions

Release

Injunctions

Letters of Transmittal

Support Agreements

Summary of Support Agreements

Indemnity Agreement

Summary of Indemnity Agreement

Indemnification

Duty to Mitigate; No Double Recovery

TRUBAR Inc. Proxy Solicitation & Information Statement 2025