Big Rock Brewery Inc. Announces Increase to Private Placement

Big Rock Brewery Inc. Announces Increase to Private Placement

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES

Calgary, Alberta – Big Rock Brewery Inc. (TSX: BR) (“Big Rock” or the “Corporation”) is pleased to announce that, due to substantial interest, it has increased the maximum size of its previously announced private placement (the “Private Placement”) of common shares in the capital of the Corporation (“Common Shares”) at a price of $1.00 per Common Share from $8 million to $8.4 million (the “Private Placement Increase”).

As previously announced on January 7, 2025, Big Rock entered into a binding debt settlement agreement with VN Capital Fund I, LP (together with its affiliates, “VN Capital“), the Corporation’s lender under its second lien term facility, in respect of the settlement of all indebtedness and liabilities owing by the Corporation to VN Capital (the “Debt Settlement“).

The net proceeds of the Private Placement, after payment of expenses and approximately $2.3 million pursuant to the Debt Settlement, will be used to repay $700,000 of indebtedness under the Corporation’s credit agreement with its senior lender, ATB Financial, for investment in capital projects and for working capital purposes.

Closing of the Private Placement and the Debt Settlement remain, as previously announced, subject to customary conditions precedent and the approval of the Toronto Stock Exchange. The Private Placement and the Debt Settlement are expected to close on January 20, 2025.

The number of Common Shares issuable to insiders under the Debt Settlement and Private Placement will not change as a result of the Private Placement Increase.

About Big Rock Brewery Inc.

In 1985, Ed McNally founded Big Rock to contest the time’s beer trends. Three bold, European-inspired offerings – Bitter, Porter and Traditional Ale – forged an industry at a time heavy on easy drinking lagers and light on flavour. Today, our extensive portfolio of signature beers, ongoing seasonal offerings, six ciders (Rock Creek Cider® series), custom-crafted private label products and other notable, licensed alcoholic beverages keeps us at the forefront of the craft beer revolution and still proudly contesting the beer and alcoholic beverage trends of today. Big Rock has brewing operations in Calgary, Alberta and Toronto, Ontario. Big Rock trades on the TSX under the symbol “BR”. For more information on Big Rock visit www.bigrockbeer.com.

CAUTIONARY STATEMENTS:

Forward-Looking Statements

This press release contains forward‐looking statements regarding: the Debt Settlement and the Private Placement closing of the Debt Settlement and the Private Placement and the timing of the same. These forward‐looking statements
are provided as of the date of this press release, or the effective date of the documents referred to in this press release, as applicable, and reflect predictions, expectations or beliefs regarding future events based on the Corporation’s beliefs at the time the statements were made, as well as various assumptions made by and information currently available to them. In making the forward-looking statements included in this press release, the Corporation has applied several material assumptions, including, but not limited to, the assumption that regulatory approval of the Debt Settlement and the Private Placement will be obtained in a timely manner; that all conditions precedent to the completion of the Debt Settlement and Private Placement will be satisfied in a timely manner; that the rates under the Second Lien Facility will remain constant; that the Corporation will be unable to obtain alternative financing in a timely manner; and that general economic and business conditions will not change in a materially adverse manner. Although management considers these assumptions to be reasonable based on information available to it, they may prove to be incorrect. By their very nature, forward‐looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward‐looking statements will not be achieved or that assumptions on which they are based do not reflect future experience. We caution readers not to place undue reliance on these forward‐looking statements as a number of important factors could cause the actual outcomes to differ materially from the expectations expressed in them. These risk factors may be generally stated as the risk that the assumptions expressed above do not occur, but specifically include, without limitation, risks relating to: general market conditions; the Corporation’s ability to secure financing on favourable terms; and the additional risks described in the Corporation’s latest Annual Information Form, and other disclosure documents filed by the Corporation on SEDAR+. The foregoing list of factors that may affect future results is not exhaustive. When relying on our forward‐looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Corporation does not undertake to update any forward‐looking statement, whether written or oral, that may be made from time to time by the Corporation or on behalf of the Corporation, except as required by law.

For further information, please contact:
David Kinder, President & Chief Executive Officer, or James Chong, Chief Financial Officer:
Phone: (403) 720-3239
Fax: (403) 720-3641
Email: investors@bigrockbeer.com