PBH Premium Brands Holdings Corporation

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Premium Brands Holdings Corporation ("Premium Brands" or the "Company") (TSX:PBH), a leading producer, marketer and distributor of branded specialty food products, is pleased to announce it has entered into  an agreement with a syndicate of underwriters co-led by BMO Capital Markets, CIBC Capital Markets, and Scotiabank (collectively, the "Underwriters"), pursuant to which the Company will issue on a "bought-deal" basis, subject to regulatory approval, $150,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture (the "Offering"). The Company has also granted the Underwriters an over-allotment option to purchase up to an additional $22,500,000 aggregate principal amount of Debentures, on the same terms, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments, if any. If the over-allotment option is exercised in full, the total gross proceeds raised under the Offering will be $172,500,000.

The Company intends to use the net proceeds of the Offering to fund the cash portion of the purchase price of the previously announced acquisition (the “Acquisition”) of Concord Premium Meats Ltd. (“Concord”).  Concord is an Ontario based manufacturer of branded and customized protein solutions for retailers and foodservice customers across Canada.  The closing of the Acquisition is subject to approval of the Competition Bureau and customary closing conditions, and is expected to close in the second quarter of 2018.  There can be no assurance that the Acquisition will be completed or, if completed, will be on the terms that are substantially the same as those previously announced.  The balance of the net proceeds will be used to reduce existing indebtedness, to fund the intended redemption of the Company’s outstanding 5.00% convertible unsecured subordinated debentures due April 30, 2020 (the “5.00% Debentures”), and to fund future acquisitions and capital projects.

The Debentures will bear interest from the date of issue at 4.65% per annum, payable semi-annually in arrears on April 30 and October 31 each year commencing October 31, 2018, and each will have a maturity date of April 30, 2025 (the "Maturity Date").

The Debentures will be 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 $182.51 per common share, being a conversion rate of 5.4792 common shares for each $1,000 principal amount of Debentures.

Closing of the Offering is expected to occur on or about April 10, 2018. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange.

The Debentures will be offered in each of the provinces and territories of Canada by way of a short form prospectus, and by way of private placement in the United States to "qualified institutional buyers" pursuant to Rule 144A or in such a manner as to not require registration under the United States Securities Act of 1933, as amended.

In addition to the Offering, the Company also intends to issue a notice of redemption to holders the 5.00% Debentures at the earliest possible date.

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, Nova Scotia, Nevada, Ohio, Arizona, Minnesota, Mississippi, California and Washington State. The Company services a diverse base of customers located across North America and its family of brands and businesses include Grimm’s, Harvest, McSweeney’s, Piller’s, Freybe, SJ Fine Foods, Expresco, Belmont Meats, Leadbetter, Skilcor, Hempler’s, Isernio’s, Fletcher’s U.S., Direct Plus, Audrey’s, SK Food Group, OvenPride, Bread Garden Go, Hygaard, Quality Fast Foods, Deli Chef, Buddy’s Kitchen, Raybern’s, Creekside Bakehouse, Stuyver’s Bakestudio, Island City Baking, Shaw Bakers, Partners Crackers, Conte Foods, Larosa Foods, Gourmet Chef, Duso’s, Centennial Foodservice, B&C Food Distributors, Shahir, Wescadia, Harlan Fairbanks, Maximum Seafood, Ocean Miracle, Hub City Fisheries, Diana’s Seafood, C&C Packing, Premier Meats and Interprovincial Meat Sales.

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 March 15, 2018, 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.

Factors that could cause actual results to differ materially from the Company's expectations include, among other things: (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) changes in Premium Brands’ relationship with its larger customers; (vi) access to commodity raw materials; (vii) potential liabilities, losses and expenses resulting from defects in Premium Brands’ products and/or product recalls; (viii) changes in consumer food product preferences; (ix) competition from other food manufacturers and distributors; (x) execution risk associated with the Company’s growth and business restructuring initiatives; (xi) risks associated with the Company’s business acquisition strategies; (xii) changes in the value of the Canadian dollar relative to the U.S. dollar; (xiii) new government regulations affecting the Company’s business and operations; (xiv) the Company’s ability to raise the capital needed to fund its various growth initiatives; (xv) labour related issues including potential labour disputes with employees represented by labour unions and labour shortages; (xvi) the loss of and/or the inability to attract key personnel; (xvii) fluctuations in the interest rates associated with the Company’s funded debt; (xviii) failure or breach of the Company’s information systems; (xix) financial exposure resulting from credit extended to the Company’s customers; (xx) the malfunction of critical equipment used in the Company’s operations; (xxi) livestock health issues; (xxii) international trade issues; and (xxiii) changes in environmental, health and safety standards. Details on these risk factors as well as other factors can be found in the Company's 2015 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 March 15, 2018 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.

Premium Brands Holdings Corporation George PaleologouPresident and CEO (604) 656-3100

Premium Brands Holdings Corporation Will KalutyczCFO(604) 656-3100www.premiumbrandsholdings.com