BOS AirBoss of America Corp

AirBoss of America Corp. (TSX: BOS) (OTCQX: ABSSF) (the “Company” or “AirBoss”) is pleased to announce that it has agreed to acquire 100% ownership of Ace Elastomer, Inc. (“Ace”) (the “Agreement”), a leading custom rubber compounder with facilities in Rock Hill, South Carolina and Chicago, IL.

Pursuant to the Agreement, AirBoss Rubber Solutions (“ARS”) will acquire Ace for approximately US$42.5 million, to be satisfied in cash upon closing. The transaction is subject to customary closing conditions and is expected to close during the third quarter of 2021. Ace’s President, founder and majority owner, Russell Foster, and the existing management team will all remain with Ace in their current capacities following the closing of the acquisition.

Strategic Rationale:

• Increases ARS’ proprietary color and specialty rubber compounding capacity, complementing investments made by AirBoss in color and specialty compounding with the addition of two new dedicated lines in Kitchener, ON in 2019
• Significantly accelerates ARS’ strategy to expand from traditional black, high volume product lines into lower volume but typically higher margin color and specialty markets
• Expands ARS’ reach into the U.S. South and Mid-West
• Minimal overlap in customer-base presents opportunities for revenue synergies
• Establishes market leading position for ARS in the rubber roll market
• Transaction is expected to have an immediate positive impact on EBITDAi and earnings per share, with potential for cost and revenue synergies to be realized across ARS in future years.

Headquartered in Rock Hill, S.C., Ace provides design, formulation development, and custom mixing of proprietary elastomer compounds across the natural and synthetic polymer range. Ace offers a full range of custom mix compounds for many industries including the roller, belting, and printing industries and for custom molding and extrusion applications.

“Ace specializes in colored rubber compounds, a key focus area of growth for ARS. We expect this acquisition to propel AirBoss into a market leading position in color and specialty compounding while providing immediate access to a customer-base in key targeted regional U.S. markets,” said Chris Bitsakakis, President and COO of AirBoss. “As we begin the process of welcoming the great people at Ace into the AirBoss family we will continue to assess further M&A opportunities that can complement our organic growth strategy by accelerating penetration of our color and specialty compounding business into key U.S. markets.”

“As part of ARS, one of North America’s leading custom rubber compounders, Ace will benefit from access to AirBoss’s global supply chain expertise, leading R&D infrastructure, application experience and blue-chip customer relationships,” said Mr. Foster. “Like ARS, Ace’s focus is on working successfully with customers across multiple channels to develop innovative and proprietary solutions and deliver high quality compounds, while operating in an environmentally responsible manner. We’re excited to work with ARS and take advantage of the minimal overlap we have in our combined customer base by expanding the available products and solutions we can offer.”

Investor Contact: Chris Bitsakakis, President or Gren Schoch, CEO at 905-751-1188.

Media Contact: media@airboss.com

AirBoss of America Corp.

AirBoss of America is a leading and diversified developer, manufacturer and provider of innovative survivability solutions, advanced custom rubber compounds and finished rubber products that are designed to outperform in the most challenging environments. Founded in 1989, the company operates through three divisions. AirBoss Defense Group is a global leader in personal and respiratory protective equipment and technology for the defense, healthcare, medical and first responder communities. AirBoss Rubber Solutions is a top-tier North American custom rubber compounder with 500 million turn pounds of annual capacity. AirBoss Engineered Products is a supplier of innovative anti-vibration solutions to the North American automotive market and other sectors. The Company’s shares trade on the TSX under the symbol BOS and on the OTCQX under the symbol ABSSF. Visit www.airboss.com or www.airbossrubbersolutions.com for more information.

AIRBOSS FORWARD LOOKING INFORMATION DISCLAIMER

Certain statements contained or incorporated by reference herein, including those that express management’s expectations or estimates of future developments or AirBoss’ future performance, constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws, and can generally be identified by words such as “will”, “may”, “could” “expects”, “believes”, “anticipates”, “forecasts”, “plans”, “intends” or similar expressions. These statements are not historical facts but instead represent management’s expectations, estimates and projections regarding future events and performance.

Statements containing forward-looking information are necessarily based upon a number of opinions, estimates and assumptions that, while considered reasonable by management at the time the statements are made, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies. AirBoss cautions that such forward-looking information involves known and unknown contingencies, uncertainties and other risks that may cause AirBoss’ actual financial results, performance or achievements to be materially different from its estimated future results, performance or achievements expressed or implied by the forward-looking information. Numerous factors could cause actual results to differ materially from those in the forward-looking information, including without limitation: impact of general economic conditions, notably including its impact on demand for rubber solutions and products; dependence on key customers; global defense budgets, notably in the Company’s target markets, and success of the Company in obtaining new or extended defense contracts; cyclical trends in the tire and automotive, construction, mining and retail industries; sufficient availability of raw materials at economical costs; weather conditions affecting raw materials, production and sales; AirBoss’ ability to maintain existing customers or develop new customers in light of increased competition; AirBoss’ ability to successfully integrate acquisitions of other businesses and/or companies or to realize on the anticipated benefits thereof; changes in accounting policies and methods, including uncertainties associated with critical accounting assumptions and estimates; changes in the value of the Canadian dollar relative to the US dollar; changes in tax laws and potential litigation; ability to obtain financing on acceptable terms; environmental damage and non-compliance with environmental laws and regulations; impact of global health situations; potential product liability and warranty claims and equipment malfunction. COVID-19 could also negatively impact the Company’s operations and financial results in future periods. There is increased uncertainty associated with future operating assumptions and expectations as compared to prior periods. As such, it is not possible to estimate the impacts COVID-19 will have on the Company’s financial position or results of operations in future periods. While the direct impacts of COVID-19 are not determinable at this time, the Company has a credit facility that can provide financing up to $150,000. This list is not exhaustive of the factors that may affect any of AirBoss’ forward-looking information.

All of the forward-looking information in this press release is expressly qualified by these cautionary statements. Investors are cautioned not to put undue reliance on forward-looking information. All subsequent written and oral forward-looking information attributable to AirBoss or persons acting on its behalf are expressly qualified in their entirety by this notice. Forward-looking information contained herein is made as of the date of this Interim Report and, whether as a result of new information, future events or otherwise, AirBoss disclaims any intent or obligation to update publicly the forward-looking information except as required by applicable laws. Risks and uncertainties about AirBoss’ business are more fully discussed under the heading “Risk Factors” in our most recent Annual Information Form and are otherwise disclosed in our filings with securities regulatory authorities which are available on SEDAR at www.sedar.com.

i Non-IFRS financial measures defined by the Company as earnings before interest income, interest expense, income taxes, depreciation, amortization and impairment