Purebread Brands to Acquire Caffè Artigiano Expanding to 27 Locations

Purebread Brands Inc. announced on October 9, 2026, that it has entered into a letter of intent to acquire Caffè Artigiano, a well-known bakery and café brand in British Columbia. The proposed transaction will significantly expand Purebread's operating platform, creating a combined business with 27 locations.

Caffè Artigiano, founded in 1999, has been a cornerstone of Vancouver's café culture for over two decades. The company currently operates 16 company-operated bakery and café locations and has a 11-location franchise network, bringing the total to 27 locations. Additionally, Caffè Artigiano has seven locations in its development pipeline, indicating a robust growth strategy.

Under the terms of the proposed transaction, Purebread will acquire all of the issued and outstanding shares of Caffè Artigiano Inc., Artigiano Franchise Inc., and certain related companies. The acquisition will be completed through the issuance of 49.0% of Purebread's common shares, representing approximately 61,578,491 shares, at a price of $0.125 per share. The transaction is valued at approximately $7.7 million.

The deal includes an intercompany payable of up to $4,000,000, which will remain outstanding as an obligation of one of the Targets. Purebread and the vendors are expected to enter into an intellectual property license, rental, and purchase agreement at closing. The existing credit facilities of the Targets with Royal Bank of Canada, amounting to approximately $1,700,000, are anticipated to remain in place following the closing.

The acquisition is subject to various conditions, including satisfactory due diligence by Purebread, negotiation and execution of definitive transaction agreements, TSX Venture Exchange acceptance, and receipt of all required board, shareholder, lender, landlord, and other third-party approvals. The pre-closing reorganization will see the Targets reorganized such that the vendors will retain certain intellectual property rights and real property interests.

Upon closing, the vendors will have the right to nominate one director to Purebread's board of directors and will retain this right for so long as they and their affiliates hold at least 10% of the outstanding common shares of Purebread. The vendors, and any designees receiving Consideration Shares, will enter into voting support and standstill agreements, agreeing to abstain from voting their shares on any resolution to appoint the board of directors of Purebread, other than the Vendor Nominee, and not to acquire more than a 49.9% interest in the outstanding common shares of Purebread for a period of 12 months.

The parties have agreed to negotiate exclusively until the earliest of execution of definitive agreements, termination of the letter of intent, or December 15, 2026. Completion of the transaction is subject to the satisfaction of the aforementioned conditions. If the transaction is completed, it will be considered a "Fundamental Acquisition" by Purebread, as defined under TSXV Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets, and will result in the creation of a new Control Person, subject to receipt of Purebread shareholder approval.

The combined business will benefit from increased utilization of Purebread's bakery production capabilities across a larger café network, expanded distribution of Purebread products, and efficiencies across purchasing, production, distribution, marketing, and administration. Both brands share a commitment to craft, quality, and community, and the acquisition is expected to create a solid foundation for growth and a unique opportunity for the team and guests to become owners in the future success of the business.