Mr. George Paleologou reports

PREMIUM BRANDS HOLDINGS CORPORATION ANNOUNCES COMPLETION OF $600 MILLION EQUITY AND CONVERTIBLE DEBENTURE OFFERINGS

Premium Brands Holdings Corp. has successfully closed the issue and sale of: (i) 2,872,400 subscription receipts at a price of $97.50 per public subscription receipt, for gross proceeds of approximately $280-million; (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 $150-million; and (iii) an aggregate of 1,743,600 subscription receipts to Alberta Investment Management Corp. and Jarislowsky Fraser Global Investment Management, a division of 1832 Asset Management LP, on a private placement basis, at a price of $97.50 per placement subscription receipt, for gross proceeds of approximately $170-million, for aggregate gross proceeds in respect of the offering of approximately $600-million.

The public subscription receipts were offered to the public through a syndicate of underwriters led by CIBC Capital Markets, BMO Capital Markets, National Bank Financial Inc., Raymond James Ltd. and Bank of Nova Scotia, and included Cormark Securities Inc., Desjardins Securities Inc., Merrill Lynch Canada Inc., RBC Dominion Securities Inc., TD Securities Inc., Canaccord Genuity Corp., Stifel Nicolaus Canada Inc. and Ventum Financial Corp. The debentures were offered to the public through a syndicate of underwriters led by CIBC Capital Markets, BMO Capital Markets, National Bank Financial, Raymond James and Scotiabank, and included Canaccord Genuity, Desjardins Securities, RBC Dominion Securities and TD. CIBC Capital Markets acted as sole bookrunner and agent on the concurrent private placement.

In connection with the public offering, the company has also granted: (i) to the subscription receipt underwriters an overallotment option to purchase up to an additional 430,860 public subscription receipts, on the same terms; and (ii) to the debenture underwriters an 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.

The subscription receipts were issued pursuant to a subscription receipt agreement dated Dec. 17, 2025, among the company, CIBC Capital Markets, on behalf of the subscription receipt underwriters, and TSX Trust Company, as subscription receipt agent. Each subscription receipt represents the right of the holder thereof to receive, without payment of additional consideration or any further action on the part of the holder: (i) one common share, upon satisfaction of certain escrow release conditions, including satisfaction or waiver of all conditions precedent to the completion of the company's previously announced indirect acquisition of all of the issued and outstanding shares of Stampede Culinary Partners Inc.; and (ii) 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 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 of each year, commencing June 30, 2026, and have a maturity date of Dec. 31, 2032. The debentures are 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, subject to adjustments as provided in the indenture governing the debentures. The conversion price equates to a conversion rate of 6.4103 common shares for each $1,000 principal amount of debentures.

The net proceeds from the issue and sale of the subscription receipts (including the net proceeds of the subscription receipt overallotment option, if any) will be held in escrow pending closing of the acquisition. Following release of the proceeds from escrow, the company will use the net proceeds 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 (including the net proceeds of the debenture overallotment option, if any) 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 balance of the cash purchase price for the acquisition will be satisfied by a draw on the revolving credit facility.

The sale of the debentures was 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 that may arise, and for general corporate purposes.

The subscription receipts and the debentures will commence trading today on the Toronto Stock Exchange under the symbols PBH.R and PBH.DB.K, respectively.

Closing of the acquisition is conditional upon the satisfaction of customary conditions, including approvals under the Hart-Scott-Rodino Antitrust Improvements Act and the receipt of certain third party consents from contractual counterparties, and is expected to be completed by the end of January, 2026.

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.