Brazos Brick Holdings Limited and Rudolph P. Bratty Early Warning Press Release Regarding Brampton Brick Limited

June 11, 2021 7:30 PM EDT | Source: Brampton Brick Limited

Toronto, Ontario--(Newsfile Corp. - June 11, 2021) - Brazos Brick Holdings Limited ("Brazos") and Rudolph P. Bratty ("Bratty") announced that, in connection with the proposed amalgamation of Brampton Brick Limited (the "Issuer") (TSX: BBL.A) and BBL Acquisitions Inc. (the "Offeror") (see management information circular of the Issuer dated May 10, 2021), each of them has transferred (collectively, the "Transfers") their holdings of Class A subordinate voting shares of the Issuer ("Class A Shares") and Class B shares of the Issuer ("Class B Shares") to the Offeror. Each of the Class A Shares and Class B Shares were transferred in consideration of the issuance of one common share of the Offeror, at a deemed price of $12 per share. The transfers were carried out pursuant to the terms of share transfer agreements executed between each of Brazos, Ruland Realty Limited ("Ruland") and Demaru Developments Inc. ("Demaru") and the Offeror.

The Offeror successfully completed a takeover bid (the "Offer") for all of the outstanding Class A Shares (other than Class A Shares beneficially owned or over which control or direction is exercised, by either of the Offeror or its affiliates). The full details of the Offer and the completion of the Offer are set out in the takeover bid circular of the Offeror dated December 21, 2020 and the press release of the Issuer dated March 22, 2021.

The Offeror is a company owned by Brazos and Ruland. Brazos is a company indirectly owned by Jeffrey G. Kerbel, the President and CEO of the Issuer, Howard C. Kerbel, a director of the Issuer, and their siblings. Ruland is a company under the effective direction of Rudolph P. Bratty, Q.C., who is the father of Christopher R. Bratty, a director of the Issuer.

Immediately prior to the Transfers, Brazos held an aggregate of 2,134,257 Class A Shares representing approximately 23.0% of the issued and outstanding Class A Shares and 307,691 Class B Shares representing approximately 17.7% of the issued and outstanding Class B Shares. Immediately following the Transfer, Brazos did not hold any shares of the Issuer.

Immediately prior to the Transfer, Ruland held an aggregate of 522,173 Class A Shares representing approximately 5.6% of the issued and outstanding Class A Shares and 207,690 Class B Shares representing approximately 11.9% of the issued and outstanding Class B Shares. Immediately following the Transfer, Ruland did not hold any shares of the Issuer.

Immediately prior to the Transfer, Demaru held an aggregate of 1,000,000 Class A Shares representing approximately 10.8% of the issued and outstanding Class A Shares. Immediately following the Transfer, Demaru did not hold any shares of the Issuer.

This press release is being issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Early warning reports with additional information will be filed and made available online at www.sedar.com under the Issuer's profile. A copy of the reports may also be obtained by contacting Trevor Sandler at the Issuer at 905 840-1011.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/87366

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