ADEN Adentra Inc

ADENTRA Inc. (TSX:ADEN) (“ADENTRA” or the “Company”) is pleased to announce that it has entered into an agreement with National Bank Financial Inc. and Cormark Securities Inc., acting as co-bookrunners, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase 2,246,000 common shares (the “Common Shares”) from the treasury of the Company, at a price of $38.75 per Common Share for total gross proceeds of approximately $87,032,500 million (the “Offering”).

In addition, the Company has granted the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 15% of the Common Shares of the Offering on the same terms exercisable at any time on or prior to the 30th day following the closing of the Offering, to cover the Underwriters’ over-allocation position, if any, and consequent market stabilization.

The Company maintains an attractive acquisitions pipeline. As such, the Company intends to use the net proceeds of the Offering to repay bank indebtedness including under its revolving credit facility, thereby increasing the amount available to be drawn under the revolving credit facility to fund potential strategic acquisitions and for general corporate purposes.

“This Offering will further solidify our balance sheet and strongly position us to pursue M&A opportunities, as we continue to execute on our Destination 2028 plan, which includes adding an additional U.S.$800 million in run-rate revenues from acquisitions by 2028,” said Rob Brown, President and CEO of ADENTRA Inc.

Closing of the Offering is expected to occur on or about June 12th, 2024 and is subject to customary closing conditions and regulatory approvals, including that of the Toronto Stock Exchange (the “TSX”).

The Common Shares to be issued under the Offering will be offered by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated April 22, 2024 (the “Base Shelf Prospectus”) in each of the Provinces of Canada, and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States.

Access to the Prospectus Supplement, the Base Shelf Prospectus and any amendment to such documents is provided in accordance with securities legislation relating to the procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The Base Shelf Prospectus is, and the Prospectus Supplement will be (within two business days from the date hereof), accessible on SEDAR+ at www.sedarplus.com. An electronic or paper copy of the Prospectus Supplement, Base Shelf Prospectus, and any amendment to such documents may be obtained, without charge, from National Bank Financial Inc., by phone at (416) 869-8414 or by e-mail at NBFSyndication@bnc.ca or Cormark Securities Inc., by phone at (416) 362-7485 or by email at ecm@cormark.com by providing the contact with an email address or address, as applicable.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

About ADENTRA Inc.

ADENTRA is one of North America's largest distributors of architectural building products to the residential, repair and remodel, and commercial construction markets. The Company currently operates a network of 85 facilities in the United States and Canada. ADENTRA's common shares are listed on the Toronto Stock Exchange under the symbol ADEN.

Forward-Looking Statements

Certain statements in this press release contain forward-looking information within the meaning of applicable securities laws (“forward-looking information”). Forward-looking information is generally identifiable by the use of the words “shall”, “to be”, “may”, “will”, “expect”, “intends”, “can”, “could” and similar expressions. Forward-looking information in this press release includes statements regarding: the anticipated timing and closing of the offering; the anticipated use of the proceeds from the offering; the planned use of the revolving credit facility, including potential strategic acquisitions; the Destination 2028 plan; required regulatory approvals in respect of the offering; the issuance of Common Shares pursuant to an exercise by the Underwriters of the Over-Allotment Options and the payment of any fees associated therewith; the conditions to closing the offering, the listing of the Common Shares on the TSX.

In connection with the forward looking information contained in this press release, we have made numerous assumptions, regarding, among other things: all conditions to closing, including all regulatory approvals will be obtained met or waived; the Company’s ability to fulfill the listing requirements of the TSX; there are no material exchange rate fluctuations between the Canadian and U.S. dollar that will affect the Company’s performance the general state of the economy does not worsen; the Company’s products are not subjected to negative trade outcomes; the Company does not lose any key personnel; there is no labor shortage across multiple geographic locations; there are no decreases in the supply of, demand for, or market values of hardwood lumber or sheet goods that could harm the Company’s business; the Company will not incur material losses related to credit provided to its customers; there are no natural or man-made disruptions to the Company’s operations and customer service centers; no global instability or global supply chain disruptions; environmental, social and governance risks do not adversely affect the Company’s reputation and shareholder, employee, customer and third party relationships; climate change does not adversely affect the Company’s business and damage its reputation; the Company is able to integrate acquired businesses; there is no new competition in the Company’s markets that leads to reduced revenues and profitability; the Company can comply with existing regulations and will not become subject to more stringent regulations; no material product liability claims; importation of components or other innovative products does not increase and replace products manufactured in North America; the Company’s management information systems upon which its depends are not impaired; the Company is not adversely impacted by disruptive technologies; the Company’s information technology systems are not compromised by cyber-attacks; and, the Company’s insurance is sufficient to cover losses that may occur as a result of its operations.

The forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information. The factors which could cause results to differ from current expectations include, but are not limited to: such risks and uncertainties described in the Company’s most recent annual information form and its management’s discussion and analysis (available on SEDAR+ at www.sedarplus.com); fluctuations in the market price of the Company’s Common Shares; dilution of shareholders as a result of further issuances of Common Shares; closing of the offering may be delayed or may not occur at all; and the Underwriters may terminate the Underwriting Agreement in accordance with its terms, including under the “disaster out” provisions contained therein, and as a result, the Company may not achieve its growth initiatives, business objectives and strategies.

All forward-looking information in this press release are qualified in its entirety by this cautionary statement. These statements are made as of the date of this press release and, except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise after the date hereof. Additionally, the Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities.

For further information:Maggie MacDougall Phone: (416) 220-7950Email: investors@adentragroup.com Website: www.adentragroup.com