Osisko Development Corp. — M&A Activity 2025

Dec 19, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of the Company
   Premium Brands Holdings Corporation (“Premium Brands” or the “Company”)
   100 - 10991 Shellbridge Way
   Richmond, B.C. V6X 3C6

2. Date of Material Change
   December 10, 2025

3. News Release
   A press release was issued on December 10, 2025 for Canada wide distribution through the facilities of GlobeNewswire and filed on the System for Electronic Data Analysis and Retrieval at www.sedarplus.ca

4. Summary of Material Change
   On December 10, 2025, Premium Brands announced that it had entered into a definitive agreement to indirectly acquire all of the issued and outstanding shares of Stampede Culinary Partners, Inc. (“Stampede”), a leading culinary solutions and protein platform with a nationwide presence in the United States (the “Acquisition”).

In connection with the Acquisition, the Company further announced that it has entered into an agreement with a syndicate of underwriters led by CIBC Capital Markets, BMO Capital Markets, National Bank Financial Inc., Raymond James Ltd. and Scotiabank (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a “bought deal basis”, (i) 2,872,400 subscription receipts (the “Public Subscription Receipts”) at a price of $97.50 per Public Subscription Receipt, for gross proceeds of approximately $280 million, and (ii) $150 million aggregate principal amount of 5.50% convertible unsecured subordinated debentures (the “Debentures”) at a price of $1,000 per Debenture, for gross proceeds of approximately $430 million (collectively, the “Public Offering”).

Concurrently with the Public Offering, the Company has agreed to issue, on a private placement basis, an aggregate of 1,743,600 subscription receipts (the “Placement Subscription Receipts” and, together with the Public Subscription Receipts, the “Subscription Receipts”) to two institutional investors (the “Investors”), at a price of $97.50 per Placement Subscription Receipt, for aggregate gross proceeds of approximately $170 million (the “Concurrent Private Placement” and, together with the Public Offering, the “Offering”).

The Company intends to use the net proceeds of the Offering to partially fund the cash purchase price of the Acquisition. The balance of the cash purchase price will be funded by drawing on the Company’s revolving credit facility.

1. Full Description of Material Change
   On December 10, 2025, Premium Brands announced that it had entered into a definitive agreement with respect to the Acquisition.

Closing of the Acquisition is conditional upon the satisfaction of customary conditions, including approvals under the Hart-Scott-Rodino Antitrust Improvements Act and is expected to be completed by the end of January 2026.

The purchase price for the Acquisition, subject to customary post-closing net working capital adjustments, will be approximately US$662.5 million and will consist of (i) US$512.5 million in

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cash and (ii) the issuance of US$150.0 million of common shares (approximately 2.2 million common shares) of the Company to the seller. In addition, the seller will be entitled to a one-time aggregate earn-out payment of up to US$100.0 million based on Stampede achieving certain profitability targets over the full two fiscal years following the Acquisition.

In connection with the Acquisition, the Company further announced that it has entered into an agreement with the Underwriters, pursuant to which the Company will issued, on a "bought deal basis", (i) 2,872,400 Public Subscription Receipts at a price of $97.50 per Public Subscription Receipt, for gross proceeds of approximately $280 million, and (ii) $150 million aggregate principal amount of Debentures at a price of $1,000 per Debenture, for gross Public Offering proceeds of approximately $430 million.

Each Subscription Receipt represents the right of the holder to receive, upon closing of the Acquisition, without payment of additional consideration, one Common Share plus an amount per Subscription Receipt equal to the amount per Common Share of any dividends for which record dates have occurred during the period from the closing date of the Public Offering to the date immediately preceding the closing date of the Acquisition, less withholding taxes, if any.

The Debentures will bear interest from the date of issue at 5.50% per annum, payable semi-annually in arrears on June 30 and December 31 each year commencing June 30, 2026, and will have a maturity date of December 31, 2030 (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 $156.00 per Common Share, being a conversion rate of 6.4103 Common Shares for each $1,000 principal amount of Debentures.

In connection with the Public Offering, the Company has also granted the Underwriters (i) an over-allotment option to purchase up to an additional 430,860 Public Subscription Receipts (or, in certain circumstances, Common Shares), on the same terms, and (ii) over-allotment option to purchase up to an additional $22.5 million aggregate principal amount of Debentures, on the same terms, in each case exercisable in whole or in part at any time for a period of up to 30 days following closing of the Public Offering, to cover over-allotments, if any.

Closing of the Public Offering is expected to occur on or about December 17, 2025. The Public Offering is subject to customary regulatory approvals, including approval of the Toronto Stock Exchange.

The net proceeds from the sale of the Subscription Receipts will be used to finance, in part, the Acquisition, as well as the Company's expenses of the Offering and the Acquisition. The net proceeds from the sale of the Debentures will initially be used to reduce existing indebtedness under the Company's senior revolving credit facility (the "Revolving Credit Facility"), thereby increasing the amount available to be drawn under such Revolving Credit Facility to finance, in part, the Acquisition, as well as the Company's expenses of the Offering and the Acquisition.

The sale of the Debentures is not conditional on the successful completion of the Acquisition. If the Acquisition is not completed, the net proceeds from the sale of the Debentures will have been used to reduce existing indebtedness under the Revolving Credit Facility, thereby increasing the amount available to be drawn under the Revolving Credit Facility, as required, to fund future potential strategic acquisitions (other than the Acquisition) and capital projects which may arise, and for general corporate purposes.

Concurrent with the Public Offering, the Company entered into subscription agreements with the Investors pursuant to which the Investors have agreed to purchase from the Company, on a private placement basis, an aggregate of 1,743,600 Placement Subscription Receipts at a price of $97.50 per Placement Subscription Receipt, for gross proceeds of approximately $170 million. CIBC Capital Markets acted as sole bookrunner and agent on the Concurrent Private Placement. The terms of the Placement Subscription Receipts are identical to the terms of the Public Subscription Receipts in all material respects, except that the Placement Subscription Receipts (and the underlying Common Shares) sold pursuant to the Concurrent Private Placement will be subject to a hold period of four months plus one day from the date of issue

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of the Placement Subscription Receipts, subject to certain exempt trades permitted by applicable securities legislation.

The net proceeds of the Concurrent Private Placement will be used to partially finance the Acquisition. The Concurrent Private Placement is subject to customary regulatory approvals, including approval of the Toronto Stock Exchange. The closing of the Concurrent Private Placement is scheduled to occur on the closing date of the Public Offering. Closing of each of the Public Offering and the Concurrent Private Placement is conditional upon each other.

This Material Change Report contains forward looking statements with respect to Premium Brands, including, without limitation, statements regarding its business operations, strategy and financial performance and condition, proposed acquisitions and plans and objectives of or involving Premium Brands. While management believes that the expectations reflected in such forward looking statements are reasonable and represent Premium Brands' internal expectations and belief as of the date of this Material Change Report, there can be no assurance that such expectations will prove to be correct as such forward looking statements involve unknown risks and uncertainties beyond the control of Premium Brands 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.

Forward looking statements generally can be identified by the use of the words "may", "could", "should", "would", "will", "expect", "intend", "plan", "estimate", "project", "anticipate", "believe" or "continue", or the negative thereof or similar variations. Forward looking statements in this Material Change Report include statements with respect to Premium Brands' expectations regarding the completion of the Acquisition and the Offering, growth of its business and acceleration thereof, production capabilities, and the accretion and other financial enhancements and synergies estimated to arise as a result of the Acquisition.

Forward looking statements are based on a number of key expectations and assumptions made by Premium Brands, including, without limitation: (i) Premium Brands will realize the anticipated benefits arising from the Acquisition; (ii) Premium Brands will obtain all required regulatory approvals to complete the Acquisition; (iii) the successful completion of the Acquisition and the Offering; and (iv) the expectations and assumptions outlined in Premium Brands' MD&A for the 13 and 39 weeks ended September 27, 2025 and for the 13 and 52 weeks ended December 28, 2024, copies of which are filed electronically through SEDAR+ and are available online at www.sedarplus.ca. Although the forward looking statements contained in this Material Change Report are based on what Premium Brands' management believes to be reasonable assumptions, Premium Brands cannot assure investors that actual results will be consistent with such forward looking statements.

Forward looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results. Those risks and uncertainties include, among other things, risks related to: (i) the inability to satisfy the closing conditions of the Acquisition or the Offering; (ii) the failure to realize the anticipated benefits of the Acquisition; and (iii) actual market conditions being different than anticipated by management. Readers are cautioned that the foregoing list of risks and uncertainties are not exhaustive. Additional factors that could cause actual results to differ materially from Premium Brands' expectations are outlined in Premium Brands' MD&A for the 13 and 39 weeks ended September 27, 2025 and for the 13 and 52 weeks ended December 28, 2024, copies of which are filed electronically through SEDAR+ and are available online at www.sedarplus.ca.

Forward looking statements reflect management's current beliefs and are based on information available to Premium Brands as at December 10, 2025. Unless otherwise indicated, the forward looking statements in this Material Change Report are made as of December 10, 2025 and, except as required by applicable law, will not be publicly updated or revised. This cautionary statement expressly qualifies the forward looking statements in this Material Change Report.

1. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

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1. Omitted Information
   Not applicable.

2. Executive Officer
   Will Kalutycz
   Chief Financial Officer
   Telephone: (604) 656-3100

3. Date of Report
   December 19, 2025.