Carlsberg Canada Inc. entered into a definitive arrangement agreement to acquire Waterloo Brewing Ltd. (TSX:WBR) from Kernwood Limited and others for approximately CAD 140 million on December 14, 2022. Under the terms of the agreement, holders of Waterloo Brewing Shares will receive CAD 4 in cash for each Waterloo Brewing Share held. The transaction is not subject to a financing condition and the Consideration will be funded from Carlsberg's existing cash on its balance sheet. Following closing, Waterloo Brewing Shares will be de-listed from the TSX on or about March 8, 2023, and it is anticipated that Waterloo will apply to cease to be a reporting issuer. Waterloo Brewing shall pay a termination fee of CAD 6 million to Carlsberg.

Waterloo Brewing's board of directors, having received a unanimous recommendation of a special committee of independent directors consisting of John Bowey, Peter Schwartz, Stanley Dunford, David Shaw and Ed Kernaghan, has unanimously approved the transaction and recommends that Waterloo Brewing Shareholders vote in favour of the transaction. The deal is subject to customary closing conditions including approval of the Ontario Superior Court of Justice and the approval of (a) at least two-thirds of the votes cast by holders of Waterloo Brewing Shares and options, voting together as a single class, (b) two thirds of the votes cast by holders of Waterloo Brewing Shares, voting as a separate class and (c) a simple majority of the votes cast by the holders of Waterloo Brewing Shares. The Special Meeting is expected to occur in late February 2023. As of February 23, 2023, the shareholders and option holders of Waterloo Brewing approved the proposed plan of arrangement with Carlsberg Canada Inc. As of February 28, 2023, Waterloo Brewing has obtained a final order of the Ontario Superior Court of Justice approving the plan of arrangement. The transaction will be completed in the first quarter of 2023. It is expected that the closing of the Arrangement will occur in or about early March 2023. Assuming the satisfaction or waiver of these conditions precedent, the Arrangement is expected to be completed on or about March 7, 2023.

Canaccord Genuity Corp. and Paradigm Capital Inc. have each provided a fairness opinion to the Board of Directors and the Special Committee of Waterloo Brewing. Dan Daviau, Michael Kogan, Todd Radons, Jonah Simpson, Tony Yu, and Andrew Harrison of Canaccord Genuity Corp. acted as financial advisor and Charlie Malone of Wildeboer Dellelce LLP acted as legal counsel to Waterloo Brewing. Paradigm Capital Inc. acted as independent financial advisor to the Special Committee and John Emanoilidis of Torys LLP acted as legal counsel to the Special Committee of Waterloo. Cormark Securities Inc. acted as financial advisor and Bruce Sheiner of Norton Rose Fulbright Canada LLP acted as legal counsel to Carlsberg. Computershare Investor Services Inc. acted as depositary to Waterloo Brewing. Ernst & Young LLP acted as financial advisor to Carlsberg Canada and Carlsberg Breweries A/S. Chad Accursi of Cassels Brock & Blackwell LLP represented Paradigm Capital.