768114 N.B. Inc. and Brust Beverage Company Ltd. Announce Satisfaction of Conditions and Mandatory Extension of Deposit Period

SAINT JOHN, NB, Oct. 17, 2025 /CNW/ - 768114 N.B. Inc. (the "Offeror") and Brust Beverage Company Ltd. ("Brust") jointly announce that, as of October 17, 2025, 8,860,020 common shares of Brust (the "Deposited Shares") were deposited for take-up by the Offeror pursuant to the Offeror's negotiated take-over bid (the "Offer") for 51% of Brust's common shares ("Shares"). The Deposited Shares represent approximately 51% of the outstanding Shares on a fully-diluted basis, satisfying the minimum tender requirement under applicable securities laws.

The Offer conditions have been satisfied or waived. Pursuant to applicable securities laws, the period during which Shares may be deposited under the Offer has been extended by an additional 10 days, providing Brust shareholders the opportunity to tender additional Shares until 5:00 p.m. (EDT) on October 27, 2025 (the "Expiry Time"). The Offeror will take-up 51% of the Shares validly deposited by the Expiry Time, proportionately in accordance with applicable securities laws, within one business day of the Expiry Time. Payment for the Shares taken up will be made no later than three business days after the take-up.

The aggregate cash consideration payable for the Deposited Shares is approximately CAD $1.1292 per Share, subject to earn-outs, adjustments and holdbacks, as more fully described in the Offeror's circular commencing the Offer (the "Circular"). This represents a nominal increase in the approximate cash payable per Share in accordance with the formula described in the Offer following Brust's confirmation of its fully-diluted share capital.

About Brust Beverage Company Ltd.

Brust is a Canadian company that produces ready to drink protein coffees, with its registered office at 415-220 Duncan Mill Road, Toronto, Ontario M3B 3J5.

About Clearstone Capital Inc.

The Offeror is a wholly owned subsidiary of Brust Equity Partners Inc., controlled by Clearstone Capital Inc. ("Clearstone"), a private equity firm and family office based in Atlantic Canada. The firm partners with entrepreneurs seeking a strategic investment partner to accelerate business growth or looking for an opportunity to exit their business. Clearstone focuses on direct investments and collaboration with other investors to pursue high-potential opportunities across various industries.

Full details of the Offer are contained in the Offeror's Circular, Brust's directors' circular and the other related documents, which are all available under Brust's profile on SEDAR+ (www.sedarplus.ca). 

SOURCE 768114 N.B. INC.

For further information about Brust Beverage Company Ltd., please contact: Joshua Barr, 647-980-6249, [email protected]; For further information about the Offer, please contact: Cox & Palmer, 506-633-2763, [email protected]