WATERLOO BREWING OBTAINS FINAL ORDER FOR PROPOSED ARRANGEMENT WITH CARLSBERG CANADA INC.

KITCHENER, ON, Feb. 28, 2023 /CNW/ - Waterloo Brewing Ltd. ("Waterloo Brewing") (TSX: WBR) is pleased to announce that Waterloo Brewing has obtained a final order of the Ontario Superior Court of Justice (Commercial List) approving the previously announced plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Arrangement") involving Waterloo Brewing and Carlsberg Canada Inc. (the "Purchaser"), a wholly-owned subsidiary of Carlsberg Breweries A/S. Pursuant to the Arrangement, all of the outstanding common shares of Waterloo Brewing will be acquired by the Purchaser for $4.00 in cash per share (without interest).

The completion of the Arrangement remains subject to the satisfaction or waiver of certain conditions precedent customary for transactions of this nature. Assuming the satisfaction or waiver of these conditions precedent, the Arrangement is expected to be completed on or about March 7, 2023. Following completion of the Arrangement, the common shares of Waterloo Brewing are expected to be de-listed from the Toronto Stock Exchange on or about March 8, 2023 and applications will be made for Waterloo Brewing to cease to be a reporting issuer and an offering corporation.  

Shareholder Assistance

Waterloo Brewing shareholders who have questions or who require assistance with depositing their shares in connection with the Arrangement may contact Computershare Investor Services Inc. toll free at 1-800-564-6253 (North America) or 1-514-982-7555 (outside North America), or by email at [email protected].

Advisors

Canaccord Genuity Corp. acted as financial advisor and Wildeboer Dellelce LLP acted as legal counsel to Waterloo Brewing. Paradigm Capital Inc. acted as independent financial advisor and Torys LLP acted as legal counsel to the Special Committee.

Cormark Securities Inc. acted as financial advisor and Norton Rose Fulbright Canada LLP acted as legal counsel to Carlsberg Canada Inc. and Carlsberg Breweries A/S.

About Waterloo Brewing Ltd.

Waterloo Brewing is Ontario's largest Canadian-owned brewery. Waterloo Brewing is a regional brewer of award-winning premium quality and value beers and is officially certified under the Global Food Safety Standard, one of the highest and most internationally recognized standards for safe food production. Founded in 1984, Waterloo Brewing Ltd. was the first craft brewery to start up in Ontario and is credited with pioneering the present-day craft brewing renaissance in Canada. Waterloo Brewing has complemented its Waterloo premium craft beers with the popular Laker brand. In 2011, Waterloo Brewing purchased the Canadian rights to Seagram Coolers and in 2015, secured the exclusive Canadian rights to both LandShark® and Margaritaville®. In addition, Waterloo Brewing utilizes its leading-edge brewing, blending, and packaging capabilities to provide an extensive array of contract manufacturing services in beer, coolers, and ciders. Waterloo Brewing trades on the TSX under the symbol WBR. Visit us at www.WaterlooBrewing.com.

Cautionary Note Regarding Forward Looking Statements

This press release contains forward-looking information within the meaning of applicable Canadian securities legislation, including relating to: the Arrangement (including the terms, timing, closing and conditions precedent thereto), the timing of closing of the Arrangement, de-listing of the common shares of Waterloo Brewing from the Toronto Stock Exchange (including timing and effect thereof) and the applications of Waterloo Brewing to cease to be a reporting issuer and an offering corporation (including the timing thereof). Such forward-looking information necessarily involves known and unknown risks and uncertainties and assumptions. These risks, uncertainties and assumptions include, but are not limited to: the customary risks associated with the Arrangement (including with respect to the conditions precedent thereto). While Waterloo Brewing believes that this forward-looking information and the underlying assumptions are reasonable, undue reliance should not be placed on any such forward-looking information as it is based on information available to Waterloo Brewing on the date of this press release (which may prove to be incorrect). The following factors could cause actual results to differ materially from those discussed in the forward-looking information: failure to satisfy the conditions precedent (not otherwise waived) to completion of the Arrangement, including the occurrence of any event, change or other circumstance that could give rise to the termination of the arrangement agreement entered into among the Purchaser, Carlsberg Breweries A/S and Waterloo Brewing dated December 14, 2022 and other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions and other factors ultimately being inaccurate or irrelevant. Readers are cautioned that the foregoing list of risks, uncertainties and assumptions are not exhaustive Please note that forward-looking information in this news release reflects management's expectations as of the date hereof, and therefore is subject to change. Waterloo Brewing disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Additional information on these and other factors that could affect Waterloo Brewing's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com) and at Waterloo Brewing's website (www.waterloobrewing.com).

SOURCE Waterloo Brewing Ltd.

Enida Zaimi, Chief Financial Officer, 519-742-2732 ext. 106, [email protected], www.waterloobrewing.com