Atlas Engineered Products Announces Acquisition of Canada Penn-Truss MFG Inc.

(“AEP” or the “Company”) (TSX-V: AEP; OTC Markets: APEUF) announced today that the Company has completed the acquisition of Penn-Truss MFG Inc. (“Penn-Truss”) located in Saltcoats, Saskatchewan, Canada. Penn-Truss is a manufacturer of roof and floor trusses and a supplier of engineered wood products (“EWP”).

“I am excited to announce the acquisition of our 10th manufacturing facility and our 1st facility in Saskatchewan. This acquisition expands our national footprint with more coverage through the Canadian Prairies,” said Hadi Abassi, CEO, President and Founder of the Company. “Penn-Truss in Saskatchewan is close enough to our South Central facility in Manitoba that they can share some resources and build synergies that will increase efficiencies in the Prairie market. The market across Saskatchewan and Manitoba has picked up significantly since the beginning of 2025 and we look forward to the overall growth potential Penn-Truss will bring to the AEP group.”

The acquisition of Penn-Truss was completed effective July 24th, 2025. To acquire all the issued and outstanding shares of Penn-Truss, the Company paid a purchase price of $3.8 million with a working capital adjustment to be determined and finalized within 60 days of closing date of the SPA. The purchase price will be paid for as follows: $760,000 in cash nine months post closing (subject to the working capital adjustment), up to $760,000 in cash or shares of AEP at the discretion of AEP based on the performance of Penn-Truss for fiscal 2025, and the remaining in cash at closing. The performance component will be determined based on adjusted EBITDA to be finalized within five business days of filing the Company’s fiscal 2025 audited financial results, and the number of shares issued will be based on price per share equal to the greater of (i) the 10-day volume weighted average price (“VWAP”) of the common shares at the time of determining the earnout amount, and (ii) market price of the common shares at the time of determining the earnout amount, provided that in no event shall such price be lower than the discounted market price (determined in accordance with the TSX Venture Exchange policies) of the common shares as of the day prior to today’s date.

Unaudited fiscal year ended December 31, 2024, Penn-Truss generated just over $8.7 million in revenues and non-IFRS financial measure normalized EBITDA of approximately $500,000 (see “Non-GAAP/Non-IFRS Financial Measures”). The three-year average non-IFRS financial measure normalized EBITDA was approximately $955,000, resulting in a 3.98x EBITDA for the business operations (excluding the land and buildings which were not purchased by the Company). The Company anticipates normalized EBITDA for fiscal 2025 to be closer to the three-year average.

The location and equipment were key considerations in this acquisition. The site strategically broadens AEP’s national presence, marking its initial entry into Saskatchewan with an established 600km delivery radius based on historical business patterns. Furthermore, an independent appraisal assessed the fair market value of all equipment at $3.1 million. Looking ahead, the Company expects to leverage its operating synergies and purchasing power to enhance Penn-Truss’ operations through the integration process. The Company has also identified significant opportunities for organic growth through wall panel manufacturing and market expansion. Penn-Truss has done some wall panel manufacturing in the past, but it has not been a significant or regular part of their operation.

Non-GAAP / Non-IFRS Financial Measures

Certain financial measures in this news release do not have any standardized meaning under IFRS and, therefore are considered non-IFRS or non-GAAP measures. These non-IFRS measures are used by management to facilitate the analysis and comparison of period-to-period operating results for AEP and to assess whether AEP’s operations are generating sufficient operating cash flow to fund working capital needs and to fund capital expenditures. As these non-IFRS measures do not have any standardized meaning under IFRS, these measures may not be comparable to similar measures presented by other issuers. The non-IFRS measures used in this news release may include “EBITDA”, “EBITDA margin”, “adjusted EBITDA”, “adjusted EBITDA margin”, “normalized EBITDA” and “normalized EBITDA margin”. For a description of the composition of these measures, please refer to AEP’s Management’s Discussion and Analysis for the three months ended March 31, 2025 under “Non-IFRS / Non-GAAP Financial Measures”, available on AEP’s website at www.atlasengineeredproducts.com or on SEDAR+ at www.sedarplus.ca.