Atlas Engineered Products Announces Acquisition of Truss-Worthy Construction Systems Inc. in Ontario, Canada

NANAIMO, BC, June 2, 2025 /CNW/ - Atlas Engineered Products ("AEP" or the "Company") (TSXV: AEP) (OTC Markets: APEUF) announced today that the Company has completed the acquisition of Truss-Worthy Construction Systems Inc. ("Truss-Worthy") located in Colborne, Ontario, Canada. Truss-Worthy is a manufacturer of roof trusses and a supplier of engineered wood products ("EWP").

"I am excited to announce the acquisition of our 9^th manufacturing facility, especially with the strategic positioning it brings in combination with the 42 acres we purchased in December 2024. This acquisition links another piece to our national footprint with coverage on the Eastern side of Toronto," said Hadi Abassi, CEO, President and Founder of the Company. "Truss-Worthy fits nicely into our overall, long term strategic plan and we are excited to have this location join the AEP group of companies. The Company is also still anticipating closing an acquisition in Western Canada and will maintain a disciplined approach to acquiring new manufacturing facilities that fit our long-term goals."

The acquisition of Truss-Worthy was completed effective May 30^th, 2025.  To acquire all the issued and outstanding shares of Truss-Worthy, the Company paid a purchase price of $1.575 million with a working capital adjustment to be determined and finalized within 90 days of closing date of the SPA.   Additionally, the Company is acquiring the land and buildings from the current landlord on which Truss-Worthy's facilities are located for a purchase price of $850,000. The purchase price for the business operations and the land and building was paid for with cash.

Unaudited fiscal year ended January 31, 2025, Truss-Worthy generated just over $2 million in revenues, net income of over $300,000 and non-IFRS measure normalized EBITDA of approximately $355,000 (see "Non-GAAP/Non-IFRS Financial Measures"). The three-year average non-IFRS measure normalized EBITDA was approximately $730,000, resulting in a 2.16x EBITDA for the business operations, excluding the land and buildings. Moving forward, the Company anticipates being able to bring its considerable operating synergies and material buying power to Truss-Worthy's operations as well as the significant expansion possibilities.

This acquisition is a small location but aligns with the Company's strategic acquisition plan and links the Company's geographical footprint with the purchase of 42 acres at 281 Purdy Road in Colborne, Ontario announced in December 2024. This strategic acquisition allows the Company to develop the market and gain customer relationships in the area ahead of further potential development at the 42-acre property. Development of the 42-acre property will greatly expand the geographical reach of the Company in the surrounding area, provinces, and the United States.

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.

About Atlas Engineered Products Ltd.

AEP is a growth company that is acquiring and operating profitable, well-established operations in Canada's truss and engineered products industry. We have a well-defined and disciplined acquisition and operating growth strategy enabling us to scale aggressively and apply new automated technologies, giving us a unique opportunity to consolidate a fragmented industry of independent operators.

Company contact details:
Hadi Abassi, CEO & President, Founder
Atlas Engineered Products Ltd.
Email: info@atlasep.ca
250-754-1400
PO Box 37036 Country Club PO
Nanaimo, BC V9T 6N4
www.atlasengineeredproducts.com

FORWARD LOOKING INFORMATION
Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Although AEP believes that the expectations reflected in the forward looking statements are reasonable, there is no assurance that such expectations will prove to be correct, or that such future events will occur in the disclosed time frames or at all.  AEP cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond AEP's control.  Such factors include, among other things: risks and uncertainties related to the housing market, changes in interest rates and other risks and uncertainties relating to AEP, including those described in the Management's Discussion and Analysis ("MD&A") for AEP's three months ended March 31, 2025.  Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, AEP undertakes no obligation to publicly update or revise forward-looking information.

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.

SOURCE Atlas Engineered Products Ltd.