Mr. George Paleologou reports

PREMIUM BRANDS HOLDINGS CORPORATION ANNOUNCES THE ACQUISITION OF STAMPEDE CULINARY PARTNERS AND CONCURRENT EQUITY AND CONVERTIBLE DEBENTURE OFFERINGS

Premium Brands Holdings Corp. has entered into a definitive agreement to indirectly acquire all of the issued and outstanding shares of Stampede Culinary Partners Inc., a leading culinary solution and protein platform with a nationwide presence in the United States.

The purchase price for the acquisition, subject to customary postclosing net working capital adjustments, will be approximately $662.5-million (U.S.) and will consist of: (i) $512.5-million (U.S.) in cash; and (ii) the issuance of $150.0-million (U.S.) of common shares (approximately 2.2 million common shares) of the company to the seller. In addition, the seller will be entitled to a one-time aggregate earnout payment of up to $100.0-million (U.S.) based on Stampede achieving certain profitability targets over the full two fiscal years following the acquisition.

"Over the past couple of years, we have made significant investments in production capacity to support the growth of our market-leading branded and customized cooked protein initiatives in the United States," said George Paleologou, president and chief executive officer of Premium Brands. "The acquisition of Stampede will further accelerate our growth in this market by:

• "Strengthening our presence in the U.S. foodservice channel as most of our current strategies are focused on the retail and club store channels;
• "Enhancing our production capabilities through the addition of sous vide cooking capacity as most of our existing cooking capacity uses flame grilled technology; and
• "Providing us with access to significant unused production capacity."

"We have watched and admired Stampede's progress over the past several years and are very pleased to welcome its talented management team into our unique ecosystem of great food companies," said Mr. Paleologou. "We look forward to working with them to take Stampede's business to the next level by accelerating its growth and driving significant cost and growth synergies," added Mr. Paleologou.

"Furthermore, we expect Stampede to continue to benefit from the same trends that have enabled our other protein businesses to grow their sales in the U.S. market from $337-million in 2019 to a current run rate of over $1.37-billion. These trends, which are disrupting the North American food industry, include consumers looking for premium ready-to-eat protein-based products and foodservice and retail operators looking for ways to simplify their labour requirements while providing customers with better food experiences.

"From a financing perspective, we have taken a conservative approach, and have used the acquisition and the related financing to accelerate the deleveraging of our balance sheet with our senior funded debt and total funded debt to adjusted EBITDA ratios decreasing by approximately 0.4 turns on a pro forma basis," stated Mr. Paleologou.

Financial highlights:

• The acquisition is expected to be immediately accretive to adjusted earnings per share, delivering mid-single-digit percentage accretion in the first full year of ownership before synergies and high-single-digit percentage accretion after synergies anticipated to be realized during the period;
• The base purchase price of approximately $662.5-million (U.S.) represents a multiple of approximately 9.7 times Stampede's estimated fiscal 2025 (fiscal year ended Sept. 27, 2025) adjusted earnings before interest, taxes, depreciation and amortization (after lease payments), or 7.5 times after giving full effect to anticipated synergies. Normalizing for the temporary impact of beef raw material cost inflation, the purchase price multiple is 8.4 times.
• The acquisition is expected to result in estimated 3.0 to 1 and 3.9 to 1 pro forma senior financed debt to adjusted EBITDA and pro forma total financed debt to adjusted EBITDA ratios, respectively. Premium Brands expects to achieve its long-term targeted total financed debt to adjusted EBITDA ratio of 3.0 to 1 or lower in 2027.

"We are very excited about joining the Premium Brands family and look forward to leveraging its resources and complementary production capabilities to accelerate the growth of our business," said Brock Furlong, chief executive officer of Stampede. "In particular, we see tremendous opportunities to sell many of the exciting, premium products produced by the Premium Brands ecosystem to our diverse portfolio of foodservice and emergent retail customers."

Closing of the acquisition is conditional upon the satisfaction of customary conditions, including approvals under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to be completed by the end of January, 2026.

In connection with the acquisition, the company further announced today that it has entered into an agreement with a syndicate of underwriters led by CIBC Capital Markets, BMO Capital Markets, National Bank Financial Inc., Raymond James Ltd. and Scotiabank, pursuant to which the underwriters have agreed to purchase, on a bought deal basis: (i) 2,872,400 subscription receipts at a price of $97.50 per public subscription receipt, for gross proceeds of approximately $280-million; and (ii) $150-million aggregate principal amount of 5.50 per cent convertible unsecured subordinated debentures at a price of $1,000 per debenture, for gross proceeds of approximately $430-million.

Concurrently with the public offering, the company has agreed to issue, on a private placement basis, an aggregate of 1,743,600 subscription receipts to two institutional investors, at a price of $97.50 per placement subscription receipt, for aggregate gross proceeds of approximately $170-million.

The company intends to use the net proceeds of the offering to partially finance the cash purchase price of the acquisition, as further described below. The balance of the cash purchase price will be financed by drawing on the company's revolving credit facility.

Public offering

Each subscription receipt represents the right of the holder to receive, upon closing of the acquisition, without payment of additional consideration, one common share of Premium Brands plus an amount per subscription receipt equal to the amount per common share of any dividends for which record dates have occurred during the period from the closing date of the public offering to the date immediately preceding the closing date of the acquisition, less withholding taxes, if any.

The debentures will bear interest from the date of issue at 5.50 per cent per annum, payable semi-annually in arrears on June 30 and Dec. 31 each year, commencing June 30, 2026, and will have a maturity date of Dec. 31, 2032. The debentures will be convertible at the holder's option at any time prior to the close of business on the earlier of the maturity date and the business day immediately preceding the date specified by the company for redemption of the debentures into common shares at a conversion price of $156 per common share, being a conversion rate of 6.4103 common shares for each $1,000 principal amount of debentures.

In connection with the public offering, the company has also granted the underwriters: (i) an overallotment option to purchase up to an additional 430,860 public subscription receipts (or, in certain circumstances, common shares), on the same terms; and (ii) overallotment option to purchase up to an additional $22.5-million aggregate principal amount of debentures, on the same terms, in each case exercisable in whole or in part at any time for a period of up to 30 days following closing of the public offering, to cover overallotments, if any.

Closing of the public offering is expected to occur on or about Dec. 17, 2025. The public offering is subject to customary regulatory approvals, including approval of the Toronto Stock Exchange.

The net proceeds from the sale of the subscription receipts will be used to finance, in part, the acquisition, as well as the company's expenses of the offering and the acquisition. The net proceeds from the sale of the debentures will initially be used to reduce existing indebtedness under the company's senior revolving credit facility, thereby increasing the amount available to be drawn under such revolving credit facility to finance, in part, the acquisition, as well as the company's expenses of the offering and the acquisition.

The sale of the debentures is not conditional on the successful completion of the acquisition. If the acquisition is not completed, the net proceeds from the sale of the debentures will have been used to reduce existing indebtedness under the revolving credit facility, thereby increasing the amount available to be drawn under the revolving credit facility, as required, to finance future potential strategic acquisitions (other than the acquisition) and capital projects which may arise, and for general corporate purposes.

The public subscription receipts and the debentures will be offered in all provinces and territories of Canada pursuant to the Company's base shelf prospectus dated Dec. 10, 2025, as supplemented by a prospectus supplement to be filed with the Canadian securities regulators in all of the provinces and territories of Canada on or about Dec. 12, 2025, and by way of private placement in the United States to qualified institutional buyers pursuant to Rule 144A or in such a manner as to not require registration under the U.S. Securities Act of 1933, as amended. Access to the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to such documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The base shelf prospectus is accessible, and the shelf prospectus supplement will be accessible within two business days from the date hereof through SEDAR+.

The public subscription receipts and the debentures are offered under the shelf prospectus supplement. An electronic or paper copy of the shelf prospectus supplement, the base shelf prospectus and any amendment to the documents may be obtained, without charge, from: CIBC Capital Markets, 161 Bay St., fifth floor, Toronto, on M5J 2S8, by telephone at 416-956-6378 or by e-mail at mailbox.canadianprospectus@cibc.com or from BMO Nesbitt Burns Inc. by mail at Brampton distribution centre care of the Data Group of Companies, 9195 Torbram Rd., Brampton, Ont., L6S 6H2, by telephone at 905-791-3151, extension 4312, or by e-mail at bmoprospectus@bmo.com or from National Bank Financial Inc. by telephone at 416-869-8414 or by e-mail at NBF-Syndication@bnc.ca or from Raymond James Ltd. at 416-777-7000 by telephone at 925 West Georgia St., Suite 2100, Vancouver, B.C., V6C 3L2, or by e-mail at ECM-Syndication@raymondjames.ca or from Scotiabank by mail at 40 Temperance St., sixth floor, Toronto, Ont., M5H 0B4, attention: equity capital markets, by e-mail at equityprospectus@scotiabank.com or by telephone at 416-863-7704, by providing the contact with an e-mail address or address, as applicable. The base shelf prospectus and shelf prospectus supplement contain important, detailed information about Premium Brands and the proposed public offering. Prospective investors should read the base shelf prospectus and shelf prospectus supplement (when filed) before making an investment decision.

Concurrent private placement

Concurrent with the public offering, the company entered into subscription agreements with the investors pursuant to which the investors have agreed to purchase from the company, on a private placement basis, an aggregate of 1,743,600 placement subscription receipts at a price of $97.50 per placement subscription receipt, for gross proceeds of approximately $170-million. CIBC Capital Markets acted as sole bookrunner and agent on the concurrent private placement. The terms of the placement subscription receipts are identical to the terms of the public subscription receipts in all material respects, except that the placement subscription receipts (and the underlying common shares) sold pursuant to the concurrent private placement will be subject to a hold period of four months plus one day from the date of issue of the placement subscription receipts, subject to certain exempt trades permitted by applicable securities legislation.

The net proceeds of the concurrent private placement will be used to partially finance the acquisition. The concurrent private placement is subject to customary regulatory approvals, including approval of the Toronto Stock Exchange. The closing of the concurrent private placement is scheduled to occur on the closing date of the public offering. Closing of each of the public offering and the concurrent private placement is conditional upon each other.

About Premium Brands Holdings Corp.

Premium Brands owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with operations across Canada, the United States and Italy.

We seek Safe Harbor.