PBH Premium Brands Holdings Corporation

Premium Brands Holdings Corporation (“Premium Brands” or the “Company”) (TSX: PBH), a leading producer, marketer and distributor of branded specialty food products, is pleased to announce it has entered into an agreement with a syndicate of underwriters co-led by CIBC Capital Markets, National Bank Financial, BMO Capital Markets and Scotiabank (collectively, the “Underwriters”), pursuant to which the Company will issue on a “bought-deal” basis, subject to regulatory approval, $150,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the “Debentures”) at a price of $1,000 per Debenture (the “Offering”). The Company has also granted the Underwriters an over-allotment option to purchase up to an additional $22,500,000 aggregate principal amount of Debentures, on the same terms, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments, if any. If the over-allotment option is exercised in full, the total gross proceeds to be raised under the Offering will be $172,500,000.

The Company intends to redeem in full the approximately $172,500,000 aggregate principal amount of its 4.65% convertible unsecured debentures, due April 30, 2025 (the “4.65% Debentures”) outstanding in accordance with the indenture governing such debentures.

The Company intends to use the net proceeds of the Offering initially to repay indebtedness under its credit facilities which will then be available to be drawn, as required, to fund the redemption of the 4.65% Debentures, for future acquisitions, capital projects, and/or general corporate purposes.

The Debentures will bear interest from the date of issue at 5.50% per annum, payable semi-annually in arrears on March 31 and September 30 each year, commencing September 30, 2025, and will have a maturity date of March 31, 2030 (the “Maturity Date”).

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 of the Company (“Common Shares”) at a conversion price of $126.15 per Common Share, being a conversion rate of 7.9271 Common Shares for each $1,000 principal amount of Debentures.

Closing of the Offering is expected to occur on or about March 19, 2025. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange.

The Debentures will be offered in each of the provinces and territories of Canada by way of a short form prospectus, and may be offered in the United States to “qualified institutional buyers” pursuant to Rule 144A under the United States Securities Act of 1933, as amended.

ABOUT PREMIUM BRANDS

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

For further information, please contact George Paleologou, President and CEO or Will Kalutycz, CFO at (604) 656-3100.

www.premiumbrandsholdings.com

The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or under any state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States of America and its territories and possessions or to, or for the account or benefit of, United States persons except in certain transactions exempt from the registration requirements of such Act. This release does not constitute an offer to sell or a solicitation to buy such securities in the United States, Canada or in any other jurisdiction where such offer is unlawful.

Forward Looking Statements

This press release may contain forward looking statements with respect to the Company, including, without limitation, statements regarding its business operations, strategy and financial performance and condition, plans and objectives of or involving the Company. This forward looking information includes, but is not limited to, the Company’s expectations regarding the Offering (including the anticipated timing and use of proceeds from the Offering). While management believes that the expectations reflected in such forward looking statements are reasonable and represent the Company’s internal expectations and belief as of March 5, 2025, there can be no assurance that such expectations will prove to be correct as such forward looking statements involve unknown risks and uncertainties beyond the Company’s control which may cause its actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward looking statements.

Forward looking statements generally can be identified by the use of the words “may”, “could”, “should”, “would”, “will”, “expect”, “intent”, “plan”, “estimate”, “project”, “anticipate”, “believe”, or “continue”, or the negative thereof or similar variations.

Some of the factors that could cause actual results to differ materially from the Company’s expectations are referenced in the Risks and Uncertainties section in the Company’s MD&A for the 13 and 39 Weeks ended September 28, 2024.

Assumptions used by the Company to develop forward looking statements contained or incorporated by reference in this press release are based on information currently available to it. Readers are cautioned that this information is not exhaustive.