TRUBAR INC. SECURITYHOLDERS APPROVE GOING PRIVATE TRANSACTION

VANCOUVER, BC, Jan. 13, 2026 /CNW/ - TRUBAR Inc. ("TRUBAR" or the "Company") (TSXV: TRBR) (OTCQX: TRBRF), a better-for-you snacking company focused on delivering high-quality, plant-based protein products with exceptional taste and made with clean, recognizable ingredients is pleased to announce that, at the special meeting of holders ("TRUBAR Common Shareholders") of common shares (each a "TRUBAR Common Share"), holders ("Warrantholders") of warrants to purchase TRUBAR Common Shares, holders ("Optionholders") of options to purchase TRUBAR Common Shares, and holders ("RSUholders", and together with TRUBAR Common Shareholders, Warrantholders and Optionholders, the "TRUBAR Securityholders") of restricted share units of the Company held today (the "Meeting"), the TRUBAR Securityholders approved the special resolution (the "Arrangement Resolution") in respect of the previously announced plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement") involving 1564128 B.C. Unlimited Liability Company (the "Purchaser"), an affiliate of ETİ Gıda Sanayi ve Ticaret A.Ş., an arm's length party and a leading privately-held consumer product goods (CPG) company based in Turkey. Pursuant to the Arrangement, the Purchaser will acquire all of the outstanding TRUBAR Common Shares. In connection with the Arrangement, TRUBAR Common Shareholders will receive C$1.64 per share for each TRUBAR Common Share held.

The Arrangement Resolution was approved by: (a) two-thirds of the votes cast on the Arrangement Resolution by the TRUBAR Common Shareholders present or represented by proxy at the Meeting; (b) two-thirds of the votes cast on the Arrangement Resolution by the TRUBAR Securityholders, voting as a single class, present or represented by proxy at the Meeting; and (c) a simple majority of the votes cast on the Arrangement Resolution by TRUBAR Common Shareholders present or represented by proxy at the Meeting, excluding any votes cast in respect of the TRUBAR 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 Company did not receive any notices of dissent in respect of the Arrangement Resolution.

Completion of the Arrangement remains subject to customary conditions of closing, including court approval of the Arrangement. Subject to the satisfaction or waiver of such conditions of closing, the Arrangement is expected to be completed on or about January 19, 2026. Following completion of the Arrangement, the Company will be de-listed from the TSX Venture Exchange ("TSXV") and applications will be made for the Company to cease to be a reporting issuer.

Further information about the Arrangement is set forth in the materials prepared by the Company in respect of the Meeting, which were sent to securityholders and filed under the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.com.

About TRUBAR Inc.

TRUBAR Inc. is a better-for-you snacking company focused on delivering high-quality, plant-based protein products with exceptional taste and made with clean, recognizable ingredients. TRUBAR™, the Company's signature product line, is distributed through national retailers, club stores, and e-commerce platforms across North America. The Company is focused on expanding TRUBAR's presence throughout North America and select international markets. For more information, visit: https://www.trubarinc.com/.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell, or an offer to sell or a solicitation of an offer to buy, securities of TRUBAR.

Forward-Looking StatementCautions

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

Forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company's control, that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements (including execution risk, market risk, industry risk, market sentiment, the impact of general economic conditions and competition from other industry participants, as well as stock market volatility). In this news release, forward-looking statements relate to, among other things, information regarding: (a) the terms and conditions of the Arrangement; (b) satisfaction of the conditions precedent to the Arrangement, if at all, the details of which are set out in the management information circular of the Company dated December 9, 2025 (the "Circular") prepared in connection with the Meeting; (c) timing and consummation of the Arrangement, if at all (including receipt of the final order approving the Arrangement, and on the same terms and conditions or otherwise); (d) the anticipated benefits of the Arrangement, if any, to TRUBAR Securityholders and other stakeholders of TRUBAR (including economic or otherwise); (e) the likelihood of the Arrangement being completed within a reasonable period, if at all; (f) the expectation that, on or following closing of the Arrangement, the Company will be de-listed from the TSXV and will cease to be a reporting issuer (including the expected timing thereof); and (g) the Meeting. Readers are referred to the Company's public disclosure record, including the Circular which is available on SEDAR+ (www.sedarplus.com). While such forward-looking statements are expressed by the Company, as stated in this release, in good faith and believed by the Company to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, risks relating to stock exchange, court, and other approvals required in connection with the Arrangement, risks relating to the satisfaction or waiver of the conditions precedent to the Arrangement, adverse changes in applicable laws or regulations and risks described in greater detail under "Risk Factors" of the Circular, which in each case could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements.

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

SOURCE Trubar Inc. 

Contact Information: TRUBAR Inc., Fernando Massalin, VP Investor Relations and Corporate Development, [phone], [email protected]