Big Rock Brewery Inc. Announces Transformative Recapitalization Transaction and Reliance on Financial Hardship Exemption in Connection with Private Placement and Debt Settlement

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

CALGARY, AB, Jan. 7, 2025 /CNW/ - Big Rock Brewery Inc. (TSX:BR.TO) ("Big Rock" or the "Corporation") is pleased to announce the execution of a binding debt settlement agreement (the "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 (the "Second Lien Facility") in respect of the settlement of all indebtedness and liabilities owing by the Corporation to VN Capital under the Second Lien Facility (the "Debt Settlement"). VN Capital is the Corporation's largest shareholder, owning or controlling (directly or indirectly), as of the date of this press release, 2,017,100 common shares in the capital of the Corporation ("Common Shares") (representing approximately 28.8% of the issued and outstanding Common Shares on a non-diluted basis) and as such is considered an "insider" of the Corporation for the purposes of the TSX Company Manual and a "related party" of the Corporation pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").