BR Big Rock Brewery Inc

Highlights: VN Capital and Big Rock have agreed to extend the maturity date of the $4.3 million second lien financing facility from December 2, 2023 to June 30, 2024 to continue to provide liquidity to the Corporation in the near-term.

CALGARY, AB, Sept. 25, 2023 /CNW/ - Big Rock Brewery Inc. (TSX: BR) ("Big Rock" or the "Corporation"), is pleased to announce that it has extended the maturity of its $4.3 million second lien financing (the "Second Lien Financing") arrangements with VN Capital Fund I, LP ("VN Capital") from December 2, 2023 to June 30, 2024 (the "Extension").

VN Capital and Big Rock have agreed that the focus for the Corporation will remain on ensuring sufficient working capital remains in the business as it continues to make progress during fiscal 2023 and through the first half of fiscal 2024. The Second Lien Financing will continue to backstop the Corporation's access to liquidity.

"The Extension was an important step in the execution of our strategic plan and this facility is integral to the capital structure of Big Rock as we continue to improve our operating results and work towards the completion of the strategic review announced in March of this year," noted Interim President & CEO Stephen Giblin.

VN Capital is a principal shareholder and "insider" of the Corporation and P. Donnell Noone, a director of Big Rock, is a co-founder, principal and managing partner of VN Capital Management, LLC, the manager of VN Capital. The Board of Directors approved (with Mr. Noone abstaining) the Extension and such directors also determined that the Extension is on reasonable commercial terms that are not less advantageous to Big Rock than if the loan thereunder was obtained from a person dealing at arm's length with Big Rock.

Forward-Looking Information

Certain statements contained in this news release constitute forward-looking statements. These statements relate to future events or Big Rock's future performance. All statements, other than statements of historical fact, may be forward-looking statements. Forward-looking information are not facts, but only predictions and generally can be identified by the use of statements that include words or phrases such as, "anticipate", "believe", "continue(s)", "could", "estimate", "ensure", "expect", "intend", "likely" "may", "project", "predict", "propose", "potential", "might", "plan", "seek", "should", "targeting", "will", and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Big Rock believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon by readers, as actual results may vary materially from such forward-looking statements. These statements speak only as of the date of this news release and are expressly qualified, in their entirety, by this cautionary statement.

In particular, this news release contains forward-looking statements pertaining to the following:

• Big Rock's business plans, outlook and strategy;
• Big Rock's near-term focus of ensuring that sufficient working capital remains in the business;
• the anticipated benefits to be derived from the Second Lien Financing, including the Corporation's expectations that the Second Lien Financing will continue to backstop the Corporation's access to liquidity; and
• Big Rock's expectations that it will continue to improve its operating results and work towards the completion of the strategic review.

With respect to the forward-looking statements listed above and FOFI (as defined below) contained in this news release, management has made assumptions regarding, among other things:

• volumes in the current fiscal year will remain sufficient to finance ongoing operations;
• there will be no material change to the regulatory environment in which Big Rock operates; and
• there will be no material supply issues with Big Rock's vendors.

Some of the risks which could affect future results and could cause results to differ materially from those expressed in the forward-looking information and statements and FOFI contained herein include the risk factors set out in the Corporation's annual information form and also include, but are not limited to:

• that Big Rock may not ensure that sufficient working capital remains in the business;
• that the Second Lien Financing may not provide Big Rock with the benefits anticipated;
• that the Second Lien Financing may not backstop the Corporation's access to liquidity;
• that Big Rock may not improve its operating results; and
• the inability to grow demand for Big Rock's products.

Any financial outlook or future oriented financial information (in each case "FOFI") contained in this news release regarding prospective financial position, including, but not limited to, Big Rock's near-term focus of ensuring that sufficient working capital remains in the business, is based on reasonable assumptions about future events, including those described above, based on an assessment by management of the relevant information that is currently available. The actual results will likely vary from the amounts set forth herein and such variations may be material. Readers are cautioned that any such FOFI contained herein should not be used for purposes other than those for which it is disclosed herein. Such information was made as of the date of this news release and the Corporation disclaims any intention or obligation to update or revise any such information, whether as a result of new information, future events, or otherwise, unless required pursuant to applicable law.

Readers are cautioned that the foregoing list of assumptions and risk factors is not exhaustive. The forward-looking information and statements and FOFI contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking information and statements and FOFI included in this news release are made as of the date hereof and Big Rock does not undertake any obligation to publicly update such forward-looking information and statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.

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, Vancouver, British Columbia, and Toronto, Ontario. Big Rock trades on the TSX under the symbol "BR". For more information on Big Rock visit www.bigrockbeer.com

SOURCE Big Rock Brewery Inc.