Premium Brands Holdings Corporation Announces Completion of $172.7 Million Offering of Subscription Receipts

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VANCOUVER, May 2, 2018 /CNW/ - 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 the successful closing of the issue and sale of 1,472,000 subscription receipts (the "Subscription Receipts") at a price of $117.35 per Subscription Receipt, for gross proceeds of approximately $172.7 million (the "Offering").

The Subscription Receipts were offered to the public through a syndicate of underwriters which was co-led by CIBC Capital Markets, Scotiabank, BMO Capital Markets and Cormark Securities, and included National Bank Financial Inc., TD Securities Inc., RBC Capital Markets, Canaccord Genuity Corp., iA Securities and PI Financial Corp. (collectively, the "Underwriters"). The Offering included 192,000 Subscription Receipts issued pursuant to the exercise, in full, of an over-allotment option granted to the Underwriters by the Company.

Once the net proceeds from the Offering are released from escrow by the subscription receipt agent, such proceeds will be used by the Company to finance, in part, the previously announced acquisition (the "Oberto's Acquisition") of substantially all of the assets and business undertakings of the meat snack business (the "Oberto's Business") of Oberto Sausage Company (the "Seller") pursuant to a definitive agreement dated as of April 12, 2018 between, among others, the Company and the Seller (the "Oberto's Acquisition Agreement"), as well as the Company's expenses of the Offering and the Oberto's Acquisition. The balance of the purchase price for the Oberto's Acquisition will be satisfied by a draw on the Company's credit facility.

The Seller is a Seattle, Washington-based manufacturer of beef jerky and other protein based snack foods. Closing of the Oberto's Acquisition is expected to occur in the second quarter of 2018 and is subject to: (i) notification requirements and the expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act; (ii) approval by the shareholders of the Seller; (iii) the receipt of certain third party consents from contractual counterparties; and (iv) other customary closing conditions. A shareholder holding more than 90% of the voting shares of the Seller has entered into a support agreement with the Company wherein such shareholder has agreed to support and vote in favour of the Oberto's Acquisition. There can be no assurance that the Oberto's Acquisition will be completed or, if completed, will be on the terms that are substantially the same as those previously announced.

The Subscription Receipts were issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") dated May 2, 2018 among the Company, CIBC Capital Markets, on behalf of the Underwriters, and TSX Trust Company, as subscription receipt agent. Each Subscription Receipt represents the right of the holder to receive, upon the satisfaction or waiver of the closing conditions contained in the Oberto's Acquisition Agreement, without payment of additional consideration or any further action on the part of the holder, one common share in the capital of the Company (a "Common Share") 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 and including the date of closing of the Offering to and including the date immediately preceding the date that the Common Shares are issued or deemed to be issued pursuant to the Subscription Receipt Agreement, less applicable withholding taxes, if any.

The Subscription Receipts will commence trading today on the Toronto Stock Exchange under the symbol "PBH.R".

About Premium Brands

Premium Brands owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with operations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, Nevada, Ohio, Arizona, Minnesota, Mississippi and Washington State. The Company services a diverse base of customers located across North America and its family of brands and businesses includes Grimm's, Harvest, McSweeney's, Bread Garden Go, Hygaard, Hempler's, Isernio's, Quality Fast Foods, Fletcher's U.S., Direct Plus, Harlan Fairbanks, Creekside Bakehouse, Stuyver's Bakestudio, Centennial Foodservice, B&C Food Distributors, SJ Fine Foods, Shahir, Wescadia, Duso's, Maximum Seafood, Ocean Miracle Seafood, SK Food Group, OvenPride, Hub City Fisheries, Audrey's, Deli Chef, Piller's, Freybe, Expresco, C&C Packing, Premier Meats, Belmont Meats, Leadbetter, Skilcor, Buddy's Kitchen, Raybern's, Island City Baking, Shaw Bakers, Partners Crackers, Conte Foods, Larosa Foods, Gourmet Chef, Diana's Seafood, Interprovincial Meat Sales, Meat Factory, Frandon Seafood, Country Prime Meats, McLean Meats and Penguin Meats.

Forward-Looking Statements

This press release contains forward looking statements with respect to the Company, including its business operations, strategy and financial performance and condition. These statements generally can be identified by the use of forward looking words such as "may", "could", "should", "would", "will", "expect", "intend", "plan", "estimate", "project", "anticipate", "believe" or "continue", or the negative thereof or similar variations.

Although management believes that the expectations reflected in such forward looking statements are reasonable and represent the Company's internal expectations and belief as of May 2, 2018, such 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.

Some of the factors that could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include: (i) increases in the cost of raw materials used in the production of the Company's products; (ii) reductions in consumer discretionary spending resulting from changes in economic conditions and/or general consumer confidence levels; (iii) increases in the cost of products sourced from third party manufacturers and sold through the Company's distribution networks; (iv) deterioration of the Company's relationships with its larger customers; (v) liabilities, losses and expenses resulting from defects in the Company's products and/or product recalls; (vi) unseasonably poor weather conditions; (vii) inability to access adequate amounts of raw materials; (viii) changes in consumer food product preferences; (ix) increased competition from other food manufacturers and distributors; * being unable to continue to grow the Company's sales; (xi) inability to execute on, and risks associated with, the Company's business acquisition strategies; (xii) completing the Company's business restructuring initiatives and capital projects in line with cost estimates and achieving the associated expected benefits therefrom; (xiii) changes in the value of the Canadian dollar relative to the U.S. dollar; (xiv) failure or breach of the Company's information systems; (xv) new government regulations; (xvi) not being able to source an adequate supply of labour; (xvii) potential disputes with employees represented by labour unions; (xviii) not being able to raise the capital needed to fund the Company's growth initiatives; (xix) the loss and/or inability to attract key senior personnel; (xx) increases in the interest rates associated with the Company's funded debt; (xxi) financial exposure resulting from credit extended to the Company's customers; (xxii) the malfunction of critical equipment used in the Company's operations; (xxiii) livestock health issues; (xxiv) international trade issues; (xxv) changes in environmental, health and safety standards; (xxvi) risks associated with the implementation of the Company's enterprise resource planning system; (xxvii) the risk that the Oberto's Acquisition or the acquisition of Concord Premium Meats Ltd. will not be completed; (xxviii) possible failure to realize the anticipated benefits of the Oberto's Acquisition; and (xxix) risks related to Oberto's Business and to other recently acquired businesses. Details on these risk factors as well as other factors can be found in the Company's 2017 MD&A, which is filed electronically through SEDAR and is available online at www.sedar.com.

Unless otherwise indicated, the forward looking information in this document is made as of May 2, 2018 and, except as required by applicable law, will not be publicly updated or revised. This cautionary statement expressly qualifies the forward looking information in this press release.

SOURCE Premium Brands Holdings Corporation

Premium Brands Holdings Corporation, George Paleologou, President and CEO, (604) 656‐3100; Premium Brands Holdings Corporation, Will Kalutycz, CFO, (604) 656‐3100, www.premiumbrandsholdings.com