An anonymous director reports

PREMIUM BRANDS HOLDINGS CORPORATION ANNOUNCES COMPLETION OF $150 MILLION PUBLIC OFFERING OF 5.50% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES

Premium Brands Holdings Corp. has successfully closed the issue and sale of $150-million aggregate principal amount of 5.50 per cent convertible unsecured subordinated debentures at a price of $1,000 per offered debenture, for aggregate gross proceeds to the company of $150-million.

The offered debentures were offered to the public through a syndicate of underwriters, which was co-led by CIBC Capital Markets, National Bank Financial Inc., BMO Capital Markets and Bank of Nova Scotia, and included Desjardins Securities Inc., Raymond James Ltd., RBC Dominion Securities Inc., TD Securities Inc., Canaccord Genuity Corp., Cormark Securities Inc., Stifel Nicolaus Canada Inc. and Ventum Capital Markets. The company has also granted to the underwriters an overallotment option to purchase up to an additional $22.5-million aggregate principal amount of 5.50 per cent convertible unsecured subordinated debentures, each at the debenture issuance price per debenture, exercisable in whole or in part at any time for a period of up to 30 days following closing of the offering.

The company intends to use the net proceeds of the offering (including the net proceeds of the overallotment option, if any) to temporarily reduce existing indebtedness under one of its revolving credit facilities, thereby increasing the amount available to be drawn under such credit facility, as required, to partially finance the payout of its 4.65 per cent convertible unsecured debentures, due April 30, 2025 (including accrued but unpaid interest thereon).

The offered debentures will bear interest from the date of issue at 5.50 per cent per annum, payable semi-annually in arrears on March 31 and Sept. 30 of each year commencing Sept. 30, 2025, and have a maturity date of March 31, 2030.

The offered 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 offered debentures into common shares at a conversion price of $126.15 per common share, subject to adjustments as provided in the indenture governing the offered debentures. The conversion price equates to a conversion rate of 7.9271 common shares for each $1,000 principal amount of offered debentures.

The offered debentures are listed on the Toronto Stock Exchange under the symbol PBH.DB.J.

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.