Ontario’s largest brewer, Waterloo Brewing Ltd. (“Waterloo Brewing”) (TSX: WBR) is pleased to announce the completion of its previously announced arrangement involving Carlsberg Canada Inc. (the “Purchaser”), a wholly-owned subsidiary of Carlsberg Breweries A/S (the “Parent”), pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the “Arrangement”). The Arrangement became effective at 12:01 a.m. (Toronto Time) on March 7, 2023 (the “Effective Time”).

Completion of the Arrangement

Pursuant to the terms of the Arrangement, each holder of common shares in the capital of Waterloo Brewing (“Common Shares”) received, for each Common Share held immediately prior to the Effective Time, $4.00 in cash per share (without interest) (the “Consideration”), and holders of outstanding in-the-money options to purchase Common Shares (“Options”) received, for each in-the-money Option held immediately prior to the Effective Time, an amount equal to the product obtained by multiplying: (i) the amount by which the Consideration exceeded the exercise price per Common Share of such Option by (ii) the number of unexercised Common Shares underlying each such Option.

The Common Shares 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.

Full details of the Arrangement are set out in the arrangement agreement dated December 14, 2022 between Waterloo Brewing, the Purchaser and the Parent, which has been filed by Waterloo Brewing under its profile on SEDAR at www.sedar.com. In addition, further information regarding the Arrangement is contained in Waterloo Brewing’s management information circular dated January 23, 2023 (the “Circular”) prepared in connection with the special meeting of shareholders and optionholders of Waterloo Brewing held on February 23, 2023 and filed by Waterloo Brewing under its profile on SEDAR at www.sedar.com. All shareholders and optionholders are urged to read the Circular as it contains additional important information concerning the Arrangement.

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