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Roots Corporation Completes Go-Private Transaction and Announces Leadership Transition

Business Wire

TORONTO, October 26, 2026--Roots Corporation (the "Company" or "Roots") (TSX: ROOT) today announced the completion of the previously-announced plan of arrangement under the Canada Business Corporations Act ("CBCA"), pursuant to which Marquee Brands, through its strategic operating partner JM&A Design & Development Inc. (the "Purchaser"), acquired all of the outstanding common shares of Roots (the "Shares") for C$4.10 per Share in cash (the "Arrangement").

The Shares are expected to be delisted from the Toronto Stock Exchange shortly and Roots intends to make an application to cease to be a reporting issuer in each of the provinces and territories of Canada.

Early Warning Reporting

In connection with the completion of the Arrangement, the Purchaser acquired 39,197,166 Shares, representing 100% of the issued and outstanding Shares immediately prior to the completion of the Arrangement. Each holder of Shares received, in exchange for each Share, C$4.10 in cash, and the aggregate consideration delivered pursuant to the Arrangement was C$160,708,380.60. Prior to the completion of the Arrangement, the Purchaser did not own or control any Shares.

At the time of the acquisition, the Purchaser was a corporation continued under the CBCA that operated principally as a holding company, with its head office at 1 Niagara Street, Unit 3rd Floor, Toronto, Ontario M5V 1C2.

In connection with the completion of the Arrangement, the Purchaser and the Company amalgamated pursuant to the CBCA and continued as one corporation under the name "Roots Corporation" ("Amalco").

The Purchaser will file an early warning report in connection with the foregoing, which may be found under the Company's profile on SEDAR+ at www.sedarplus.ca, in accordance with applicable securities laws, or which may be obtained by contacting Amalco at 1-844-762-2343.

Leadership Transition

Following the completion of the transaction, Meghan Roach has stepped down as President and Chief Executive Officer. Ms. Roach will continue to support the Company in an advisory capacity to ensure a smooth transition.

Ms. Roach has served as President and Chief Executive Officer of Roots since 2020, having first joined the Company as interim Chief Financial Officer in 2019.

"It has been a privilege to lead Roots and to work alongside such a talented and dedicated team," said Meghan Roach, former President and CEO of Roots. "With the transaction complete, this is the right moment for me to step aside. I have every confidence in the team's ability to carry the brand forward, and I am excited about the future of the Company. I wish everyone at Roots continued success."

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