Maple Leaf Foods Inc. (TSX: MFI) ("Maple Leaf Foods" or the "Company") today announced that, in connection with the previously announced spin-off of its pork operations to form Canada Packers Inc. (the "Transaction"), it has secured the necessary interim court order authorizing, among other things, the holding of the annual and special meeting of shareholders on June 11, 2025 (the "Meeting") to approve the Transaction, and has entered into certain pre-transaction agreements (the "Pre-Transaction Agreements"). As the Company takes these important steps to advance the Transaction, it has also announced the senior management team that will lead Canada Packers Inc., as an independent public company.

Benefits of the TransactionThe Transaction is a key step in advancing the Company's strategic Blueprint. Upon completion of the Transaction, Maple Leaf Foods will enter a bold new chapter as a focused, purpose-driven, and protein-centric consumer packaged goods company, and Canada Packers Inc. will emerge as a new independent public company that will be unleashed as a global leader in sustainably produced, premium quality, value-added pork products, with diversified revenue streams and a resilient business structure. Both companies will be uniquely positioned to meet the world's growing demand for sustainable protein, creating value for all stakeholders.

Maple Leaf Foods' Board of Directors, a special committee of independent directors, acting with the advice and assistance of their respective financial, legal and tax advisors, and management, have carefully evaluated the Transaction and believe it is in the best interests of Maple Leaf Foods, fair to the public shareholders and the most attractive value creation opportunity available.

Among the many benefits that the Company expects to realize through the Transaction include:

Pre-Transaction AgreementsThe Transaction will be implemented as a tax-free "butterfly reorganization" by way of a plan of arrangement under the Canada Business Corporations Act.  As part of advancing this structure, the Company has entered into two agreements: the first being an arrangement agreement (the "Arrangement Agreement") which, among other things, sets out the steps to effect the Transaction; and the second being a tax matters agreement (the "Tax Matters Agreement") with Michael H. McCain, McCain Capital Inc. and Jonathan W.F. McCain (the "McCain Parties") which contains a number of covenants and representations related to compliance with the "butterfly" rules in Section 55 of the Income Tax Act (Canada).

In addition, the Company and the McCain Parties have entered into voting support agreements (the "Voting Support Agreements") pursuant to which, among other things, each McCain Party has agreed to vote or cause to be voted the Maple Leaf Foods common shares owned, directly or indirectly, by each such McCain Party in favour of the special resolution to approve the Transaction at the Meeting. The McCain Parties currently collectively own an aggregate of 49,088,794 Maple Leaf Foods common shares, representing approximately 39.60% of the outstanding shares.

Copies of these Pre-Transaction Agreements will be available on SEDAR+ at www.sedarplus.ca when the Company files its Management Information Circular (the "Circular") on May 12, 2025, with the Arrangement Agreement and the Tax Matters Agreement being schedules to the Circular, and the Voting Support Agreements being filed separately. 

Conditions to Completing the TransactionCompletion of the Transaction is subject to certain conditions, including shareholder approval, TSX approval, final court approval, and receipt of an advance income tax ruling from the Canada Revenue Agency. Subject to the satisfaction of these and the other conditions, the Transaction is on pace to close in the second half of 2025 as expected.

Canada Packers Management TeamOn completion of the Transaction, the Canada Packers Inc. management team will include:

This management team brings a depth of industry experience and expertise to Canada Packers Inc., positioning it to execute its strategy as a leading Canadian pork producer and processor, focused on delivering premium and value-added products.

Further Meeting InformationShareholders will be asked to approve the Transaction at the Meeting which will be held on June 11, 2025 at 9:00 am E.T. Shareholders who have questions or need assistance with voting their shares may contact Maple Leaf Foods' shareholder communications advisor and proxy solicitation agent:

Laurel Hill Advisory Group Toll Free: 1-877-452-7184 (for shareholders in North America) International: +1 416-304-0211 (for shareholders outside Canada and the US) By Email: assistance@laurelhill.com 

About Maple Leaf Foods Inc.About Maple Leaf Foods Inc. Maple Leaf Foods is a leading protein company responsibly producing food products under leading brands including Maple LeafÂR, Maple Leaf PrimeÂR, Maple Leaf Natural SelectionsÂR, SchneidersÂR, MinaÂR, Greenfield Natural Meat Co.ÂR, LightlifeÂR and Field Roastâ?¢. The Company employs approximately 13,500 people and does business primarily in Canada, the U.S. and Asia. The Company is headquartered in Mississauga, Ontario and its shares trade on the Toronto Stock Exchange (MFI).

Forward-Looking StatementsThis document contains, and the Company's oral and written public communications often contain, "forward-looking information" within the meaning of applicable securities law. These statements are based on current expectations, estimates, projections, beliefs, judgements and assumptions based on information available at the time the applicable forward-looking statement was made and in light of the Company's experience combined with its perception of historical trends. Such statements include, but are not limited to, statements with respect to objectives and goals, in addition to statements with respect to timing, execution, implications, benefits, risks, returns, opportunities, structure, approvals, value proposition and business model associated with the proposed separation of the Company into two independent public companies, as well as the Company's overall plans, actions and strategies. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "could", "would", "believe", "plan", "intend", "design", "target", "undertake", "view", "indicate", "maintain", "explore", "entail", "schedule", "objective", "strategy", "likely", "potential", "outlook", "aim", "propose", "goal", and similar expressions suggesting future events or future performance. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict.

Specific forward-looking information in this document may include, but is not limited to statements with respect to: the Transaction; the benefits of the Transaction, the ability to complete the Transaction on a tax-free basis; the expected composition of the Canada Packers In. management team; the timing of the Meeting and mailing of Meeting materials; the timing of the closing of the separation of Canada Packers Inc.; the ability to satisfy the conditions and secure necessary approvals, rulings and consents in connection with the Transaction and the timing of receipt thereof; and the timing and receipt of shareholder approval in respect of the Transaction.

These statements are based on and were developed using a number of assumptions including, but not limited to expectations and assumptions concerning the timing and completion of the Transaction.  Readers are cautioned that these assumptions may prove to be incorrect in whole or in part and actual results may differ materially from those anticipated in any forward-looking statements.

Factors that could cause actual results or outcomes to differ materially from the results expressed, implied, or projected in the forward-looking statements contained in this document include, among other things, risks associated with the following: the Transaction not proceeding as expected, including as a result of regulatory, market or other factors; the conditions of the Transaction not being satisfied, approvals or rulings not being secured on acceptable terms or at all; the possibility that the Transaction will not be completed within the anticipated time period or at all; and other factors as set out under the heading "Risk Factors" in the Company's Management Discussion and Analysis for the year ended December 31, 2024, which is available on SEDAR+ at www.sedarplus.ca. The Company cautions readers that the foregoing list of factors is not exhaustive.

All forward-looking statements included herein speak only as of the date hereof. Unless required by law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements contained herein are expressly qualified by this cautionary statement.

SOURCE Maple Leaf Foods Inc.

SOURCE: Maple Leaf Foods Inc.

Investor Contact: Investor.Relations@MapleLeaf.com; Media Contact:
Media.Hotline@MapleLeaf.com

COMTEX_465121523/2197/2025-05-01T17:15:00