Premium Brands Holdings Corporation Announces the Closing of the Over-Allotment Option Issued in Connection With Its Recently Completed $60,000,000 Financing of 5.00% Convertible Unsecured Subordinated Debentures

VANCOUVER, BC--(Marketwired - April 23, 2015) -

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Premium Brands Holdings Corporation ("Premium Brands" or the "Company") (PBH.TO), a leading producer, marketer and distributor of branded specialty food products, announced today the successful closing of the issue and sale of an additional $9,000,000 of 5.00% convertible unsecured subordinated debentures (the "Debentures") pursuant to the over-allotment option granted to the syndicate of underwriters co-led by BMO Capital Markets and CIBC World Markets Inc.

Together with the Debentures issued on April 17, 2015, Premium Brands will have issued a total of $69,000,000 of the Debentures.

The Debentures will bear interest from the date of issue at 5.00% per annum, payable semi-annually in arrears on April 30 and October 31 of each year commencing October 31, 2015 and have a maturity date of April 30, 2020 (the "Maturity Date"). Furthermore, they are convertible at the holder's option at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by the Company for redemption of the Debentures into common shares at a conversion price of $44.65 per common share (the "Conversion Price"), subject to adjustment as provided in the indenture governing the Debentures. The Conversion Price equates to a conversion rate of 22.3964 common shares for each $1,000 principal amount of Debentures.

The Company has issued a redemption notice with respect to the full redemption of the approximately $37.1 million aggregate principal amount of its 5.75% convertible unsecured subordinated debentures, due December 31, 2015 (the "5.75% Debentures") outstanding in accordance with the trust indenture governing such debentures.

The Company intends to use the net proceeds from the closing of the over-allotment option to initially reduce existing indebtedness under its senior credit facility, which will then be available to be drawn, as required, to fund the redemption of the 5.75% Debentures, future potential strategic acquisitions and/or capital projects.

About Premium Brands

Premium Brands owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with operations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nevada, Ohio and Washington State. The Company services a diverse base of customers located across North America and its family of brands and businesses includes Grimm's, Harvest, McSweeney's, Bread Garden Go, Hygaard, Hempler's, Quality Fast Foods, Direct Plus Food Group, Harlan Fairbanks, Creekside, Stuyver's, Centennial Foodservice, B&C Food Distributors, Shahir, Wescadia, Duso's, Maximum Seafood, SK Food Group, OvenPride, Hub City Fisheries, Audrey's, Deli Chef, Piller's and Freybe.

Forward-Looking Statements

This press release contains forward looking statements with respect to the Company, including its business operations, strategy and financial performance and condition. These statements generally can be identified by the use of forward looking words such as "may", "could", "should", "would", "will", "expect", "intend", "plan", "estimate", "project", "anticipate", "believe" or "continue", or the negative thereof or similar variations.

Although management believes that the expectations reflected in such forward looking statements are reasonable and represent the Company's internal expectations and belief as of April 23, 2015, such statements involve unknown risks and uncertainties beyond the Company's control which may cause its actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward looking statements.

Some of the factors that could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include: (i) changes in the cost of raw materials used in the production of Premium Brands' products; (ii) seasonal and/or weather related fluctuations in Premium Brands' sales; (iii) reductions in consumer discretionary spending resulting from changes in economic conditions and/or general consumer confidence levels; (iv) changes in the cost of products sourced from third party manufacturers and sold through Premium Brands' proprietary distribution network; (v) risks associated with the Company's conversion from a publicly traded income trust to a publicly traded corporation, including related changes in Canadian income tax laws; (vi) changes in Premium Brands' relationship with its larger customers; (vii) potential liabilities and expenses resulting from defects in Premium Brands' products; (viii) changes in consumer food product preferences; (ix) competition from other food manufacturers and distributors; (x) execution risk associated with the Company's growth initiatives; (xi) execution risk associated with the Company's business restructuring initiatives; (xii) risks associated with the Company's business acquisition strategies; (xiii) changes in the value of the Canadian dollar relative to the U.S. dollar; (xiv) new government regulations affecting the Company's business and operations; (xv) the Company's ability to raise the capital needed to fund its various growth initiatives; (xvi) labour related issues including potential labour disputes with employees represented by labour unions and labour shortages; (xvii) the loss of and/or the inability to attract key personnel; (xviii) fluctuations in interest rates charged on the Company's variable rate debt obligations which have not been hedged with interest rate swaps; (xix) a major disruption, failure, or breach of the Company's information technology systems; (xx) credit risk associated with the Company's major customers; (xxi) plant shutdowns, periods of reduced production, or unexpected interruptions in production capabilities as a result of equipment failures; (xxii) risks related to the health status of livestock which impact both the supply of raw materials to the Company's production facilities as well as consumer confidence in the Company's products; (xxiii) risks associated with international events that affect the price of food commodities or the free flow of food products between countries; (xxiv) changes in environmental, health and safety regulations under which the Company operates; and (xxv) risks associated with potential contamination during food processing. Details on these risk factors as well as other factors can be found in the Company's 2014 MD&A, which is filed electronically through SEDAR and is available online at www.sedar.com.

Unless otherwise indicated, the forward looking information in this document is made as of April 23, 2015 and, except as required by applicable law, will not be publicly updated or revised. This cautionary statement expressly qualifies the forward looking information in this press release.