Big Rock Brewery Inc. Closing of Private Placement and Debt Settlement

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

CALGARY, AB, Jan. 21, 2025 /CNW/ - Big Rock Brewery Inc. (TSX: BR) ("Big Rock" or the "Corporation") is pleased to announce the closing of its previously announced settlement (the "Debt Settlement") of all indebtedness and liabilities owing by the Corporation to VN Capital Fund I, LP ("VN Capital"), being the Corporation's lender under its second lien term facility (the "Second Lien Facility"). Big Rock is also pleased to announce the closing of its concurrent 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 for gross proceeds of $8,400,000.

The Private Placement, together with the Debt Settlement, provide Big Rock with immediate financial stability as the completion of these transactions allows Big Rock to address its significant working capital deficiency, settle all amounts owing under the Second Lien Facility and provide operating capital to Big Rock, allowing Big Rock to continue as a going concern.

"We are grateful and appreciative of the overwhelming support that we have received, from our current shareholders such as VN Capital and the McNally family, our Senior Leadership Team and our new shareholders. We believe that the strong demand for the Private Placement, which resulted in an upsizing of the Private Placement, is a reflection of the belief in our new management team, our board, our people and our business.

Closing of the transactions is critical for the future growth of our business as the transactions allow us to:

• prioritize and commit capital and resources;
• increase both our capabilities and capacity in the Ready-To-Drink segment; and
• continue to improve and embrace our roots in the Craft Beer market.

In summary, we believe closing of the transactions marks an important step forward for Big Rock, as we continue to work to grow revenues consistent with our strategic plan", stated David Kinder, President and Chief Executive Officer of Big Rock.

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, among other things: the impact of the Private Placement and Debt Settlement on Big Rock and the anticipated benefits thereof, including that they provide the Corporation with immediate financial stability as they allow Big Rock to address its significant working capital deficiency, settle all amounts owing under the Second Lien Facility, provide operating capital to Big Rock, allowing Big Rock to continue as a going concern, to prioritize and commit capital and resources, to increase the Corporation's capabilities and capacity in the Ready-To-Drink segment, and to continue improving and embracing our roots in the Craft Beer market; and the Corporation's belief that the strong demand for the Private Placement is a reflection of the belief in the Corporation's new management team, board of directors, people and business. 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, assumptions regarding the benefits of the Private Placement and the Debt Settlement on the Corporation's financial condition; 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.

SOURCE Big Rock Brewery Inc.

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: [email protected]