TVK TerraVest Industries Inc

TerraVest Industries Inc. (TSX:TVK) (“TerraVest” or the “Company”) is pleased to announce it has entered into an agreement to sell, on a bought deal basis, 870,000 common shares (the “Shares”) from treasury to a syndicate of underwriters (the “Underwriters”) with National Bank Financial Inc., Canaccord Genuity Corporation, and Desjardins Securities Inc. acting as Co-Bookrunners. The Shares will be offered at a price of $74.25 per Share (the “Offering Price”), for gross proceeds to the Company of approximately $64,597,500 (the “Offering”).

As the Company continues to pursue acquisition opportunities, it wishes to maintain flexibility to take advantage of these opportunities should the situation warrant. The net proceeds from the Offering will be initially allocated towards repaying existing debt and supporting general corporate activities, until required for future acquisitions or growth opportunities.

The Company has also granted the Underwriters an option to purchase up to an additional 130,500 Shares, representing 15% of the size of the Offering (the “Over-Allotment Option”), on the same terms and conditions, exercisable in whole or in part, up to 30 days after the closing of the Offering. If the Over-Allotment Option is exercised in full, the Company will receive additional gross proceeds of $9,689,625, for aggregate gross proceeds from the Offering of $74,287,125.

"The successful completion of the Offering will further strengthen our balance sheet and position us favourably to continue investing in and improving our current portfolio, while also pursuing our long-term strategy for acquisitions,” said Dustin Haw, CEO of TerraVest Industries Inc.

The Shares will be offered in each of the provinces of Canada by way of a prospectus supplement (the “Prospectus Supplement”) to the short form base shelf prospectus (the “Shelf Prospectus”) of the Company dated May 8, 2024.

Closing of the Offering is expected to occur on or about May 15, 2024. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange of the listing of the Shares.

Access to the Shelf Prospectus, the Prospectus Supplement, and any amendments to the documents are provided in accordance with securities legislation relating to procedures for providing access to a base shelf prospectus, a prospectus supplement and any amendment to the documents. The Shelf Prospectus is, and the Prospectus Supplement will be (within two business days from the date hereof), accessible on SEDAR+ at www.sedarplus.ca.

An electronic or paper copy of the Shelf Prospectus, the Prospectus Supplement (when filed), and any amendment to the documents may be obtained, without charge, from National Bank Financial Inc. by phone at (416) 869-8414 or by e-mail at NBF-Syndication@bnc.ca. The Shelf Prospectus and Prospectus Supplement will contain important detailed information about the Company and the proposed Offering. Prospective investors should read the Shelf Prospectus and Prospectus Supplement (when filed) and the other documents the Company has filed on SEDAR+ before making an investment decision.

The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a United States person, except pursuant to applicable exemptions from the registration requirements.

ABOUT TERRAVEST INDUSTRIES INC.:

TerraVest is a diversified industrial company that manufactures and sells goods and services to a variety of end-markets. The Company is a market-leading manufacturer of home heating products, propane, anhydrous ammonia (“NH3”) and natural gas liquids (“NGL”) transport vehicles and storage vessels, energy processing equipment and fiberglass storage tanks. TerraVest is focused on acquiring and operating market-leading businesses that will benefit from TerraVest’s financial and operational support. For more information on the Company, please visit https://terravestindustries.com/. Additional information relating to the Company, including all public filings, is available on SEDAR+ (www.sedarplus.ca).

FOR FURTHER INFORMATION, PLEASE CONTACT:

Dustin HawChief Executive OfficerTerraVest Industries Inc.ir@terravestindustries.com

Caution Concerning Forward-Looking Statements

This news release contains forward-looking statements. All statements other than statements of historical fact contained in this news release are forward-looking statements, including, without limitation, statements regarding the Offering, anticipated timing of the Closing of the Offering, potential for future acquisitions by TerraVest, our strategic direction and evaluation of the business segments and TerraVest as a whole, TerraVest’s plans with respect to its existing portfolio businesses and other plans and objectives of or involving TerraVest. Readers can identify many of these statements by looking for words such as “expects” and “will” or similar terms or variations of these words. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.

By their nature, forward-looking statements require us to make assumptions and, accordingly, forward-looking statements are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate. We caution readers of this news release not to place undue reliance on our forward-looking statements because a number of factors may cause actual future circumstances, results, conditions, actions or events to differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements and the assumptions underlying the forward-looking statements.

Assumptions and analysis about the performance of TerraVest as a whole and its business segments, the markets in which the business segments compete and the prospects and values of the business segments are considered in setting the business plan for TerraVest, plans and/or ability to pay dividends, outlook for operations, financial position, results and cash flows, other plans and objectives and in making related forward-looking statements. Such assumptions include, without limitation, demand for products and services of the business segments in respect of the Canadian and other markets in which the businesses are active will be stable, and that input costs to business segments do not vary significantly from levels experienced historically. Should any of these factors or assumptions vary, actual results may differ materially from the forward-looking statements.