Form 8-K

8-K — MOLSON COORS BEVERAGE CO

Accession: 0001104659-26-065786

Filed: 2026-05-22

Period: 2026-05-20

CIK: 0000024545

SIC: 2082 (MALT BEVERAGES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2615288d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2615288d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2615288d1_ex99-2.htm)

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13

or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of

earliest event reported): May 20, 2026

MOLSON COORS BEVERAGE COMPANY

(Exact name of registrant

as specified in its charter)

Commission File Number:

001-14829

Delaware

84-0178360

(State or other jurisdiction

of incorporation)

(IRS Employer Identification

No.)

P.O.

Box 4030, BC555,

Golden,

Colorado , USA 80401

111

Boulevard Robert-Bourassa, 9th

Floor, Montréal,

Québec,

Canada,

H3C

2M1

(Address

of principal executive offices, including zip code)

(303) 279-6565 / (514)

521-1786

(Registrant’s telephone

number, including area code)

Not applicable

(Former name or former address,

if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbols

Name

of each exchange on which registered

Class A

Common Stock, par value $0.01

TAP.A

New

York Stock Exchange

Class B

Common Stock, par value $0.01

TAP

New

York Stock Exchange

3.800%

Senior Notes due 2032

TAP

New

York Stock Exchange

Indicate by check mark whether the

registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth

company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

USD Underwriting Agreement

On May 20, 2026, Molson Coors Beverage Company

(the “Company”) and certain subsidiaries of the Company (the “Guarantors”) entered into an underwriting

agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BofA Securities, Inc. and Goldman Sachs

& Co. LLC, as representatives of the underwriters named in Schedule I thereto, in connection with the proposed offer and sale by the

Company of $500.0 million in aggregate principal amount of 4.900% Senior Notes due 2031 and $1.0 billion in aggregate principal amount

of 5.500% Senior Notes due 2036 (the “USD Notes”).

The Underwriting Agreement contains representations

by the Company and the Guarantors and indemnification obligations relating to certain matters in favor of the underwriters named therein.

A copy of the Underwriting Agreement is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

The Company expects to issue the USD Notes on

May 27, 2026.

The offering of the USD Notes was made pursuant

to a final prospectus supplement, dated May 20, 2026 and filed with the U.S. Securities and Exchange Commission (the “SEC”)

on May 22, 2026, and a base prospectus, dated February 20, 2024, filed as part of the Company’s automatic shelf registration statement

on Form S-3ASR (File No. 333-277183) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on February

20, 2024.

CAD Purchase Agreement

On May 20, 2026, Molson Coors International LP,

a wholly-owned indirect subsidiary of the Company (“MCILP”), the Company, as parent guarantor, and certain subsidiaries

of the Company (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”)

with Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc., as representatives of the initial purchasers

named in Schedule I thereto, in connection with the proposed offer and sale by MCILP of C$500.0 million in aggregate principal amount

of 4.300% Senior Notes due 2033 (the “CAD Notes”).

The Purchase Agreement contains representations

by MCILP, the Company, as parent guarantor, and the Subsidiary Guarantors and indemnification obligations relating to certain matters

in favor of the initial purchasers named therein. A copy of the Purchase Agreement is filed as Exhibit 99.2 to this Form 8-K and is incorporated

by reference herein.

The Company expects to issue the CAD Notes on

May 27, 2026.

The CAD Notes were sold outside the United States

to non-U.S. persons in reliance on Regulation S of the Securities Act of 1933, as amended (the “Securities Act”).

The CAD Notes have not been registered under the Securities Act, or any state securities laws and, unless so registered, may not

be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements

of the Securities Act and applicable state securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Document Description

99.1

Underwriting Agreement, dated as of May 20, 2026, by and among Molson Coors Beverage Company, the guarantors party thereto and Citigroup Global Markets Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters named therein.

99.2

Purchase Agreement, dated as of May 20, 2026, by and among Molson Coors International LP, Molson Coors Beverage Company, the other guarantors party thereto and Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc., as representatives of the initial purchasers named therein.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MOLSON COORS BEVERAGE COMPANY

Date:

May 22, 2026

By:

/s/ Natalie G. Maciolek

Natalie G. Maciolek

Chief Legal, Communications & Government Affairs Officer and Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615288d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

UNDERWRITING AGREEMENT

Dated May 20, 2026

among

MOLSON COORS BEVERAGE COMPANY

(Fully and Unconditionally Guaranteed by

Certain Subsidiaries of Molson Coors Beverage Company)

and

CITIGROUP GLOBAL MARKETS INC.

and

BOFA SECURITIES, INC.

and

GOLDMAN SACHS & CO. LLC

MOLSON COORS BEVERAGE COMPANY

$500,000,000 4.900% Senior Notes due 2031

$1,000,000,000 5.500% Senior Notes due 2036

Underwriting Agreement

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Ladies and Gentlemen:

Molson Coors Beverage Company, a Delaware corporation

(the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”)

for whom Citigroup Global Markets Inc., BofA Securities, Inc., and Goldman Sachs & Co. LLC are acting as representatives

(the “Representatives”) $500,000,000 aggregate principal amount of its 4.900% Senior Notes due 2031 (the “2031

Notes”) and $1,000,000,000 aggregate principal amount of its 5.500% Senior Notes due 2036 (the “2036 Notes”

and, together with the 2031 Notes, the “Notes”) to be guaranteed (the “Guarantees” and, together

with the Notes, the “Securities”) on a senior unsecured basis by each of the Company’s subsidiaries listed on

Schedule II hereto and such other subsidiaries as may be required from time to time pursuant to the Indenture (as defined below) (collectively,

the “Guarantors”). To the extent that there are no additional Underwriters listed on Schedule I hereto other than you,

the terms Representatives and Underwriters as used herein shall mean you, as Underwriters.

The Securities are to be issued pursuant to the

provisions of the Indenture, dated as of May 29, 2024, as supplemented by the Second Supplemental Indenture thereto, to be dated

as of May 27, 2026 (together, the “Indenture”) among the Company, the Guarantors, The Bank of New York Mellon

Trust Company, N.A., as trustee (the “Trustee”) and as paying agent. This Agreement, the Indenture and the Securities

are referred to herein collectively as the “Operative Documents.”

1.            Representations

and Warranties. Each of the Company and the Guarantors represents and warrants, and agrees with you that:

(a)            A

registration statement on Form S-3 (File No. 333-277183) with respect to the Securities has been prepared by the Company and

the Guarantors in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Act”),

and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the

“Commission”) thereunder and has been filed with the Commission. The Company, the Guarantors and the transactions contemplated

by this Agreement meet the requirements and comply with the conditions for the use of Form S-3 under the Act. Copies of such registration

statement, including any amendments thereto, the preliminary prospectus (meeting the requirements of the Rules and Regulations) contained

therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company

to you. Such registration statement, together with any registration statement filed by the Company and the Guarantors pursuant to Rule 462(b) under

the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted

therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become automatically

effective pursuant to Rule 462(b) under the Act and no post-effective amendment to the Registration Statement has been filed

as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant

to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration

Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” Any reference

herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the

foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference

herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments

thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to

the termination of the offering of the Securities by the Underwriters.

(b)            Each

document, if any, filed or to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

and incorporated or deemed to be incorporated by reference in the Prospectus complied or will comply, as the case may be, when so filed

in all material respects with the Exchange Act and the applicable rules and regulations thereunder.

of the Applicable Time (as defined below) and as of the Closing Date (as defined below), neither (i) the General Use Free Writing

Prospectus(es) (as defined below) issued as of or prior to the Applicable Time, and the Statutory Prospectus (as defined below), all considered

together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Free Writing Prospectus

(as defined below), when considered together with the General Disclosure Package, included or will include any untrue statement of a material

fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading, provided, however, that the Company and the Guarantors make no representations

or warranties as to information contained in or omitted from the General Disclosure Package or any Limited Use Free Writing Prospectus

in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the

Representatives, specifically for use therein, it being understood and agreed that the only such information is that described in Section ‎13

herein. As used in this subsection and elsewhere in this Agreement:

“Applicable Time”

means 3:20 p.m. (New York time) on the date of this Agreement or such other time as agreed to in writing by the Company and the Representatives.

“business day” means

a day on which the New York Stock Exchange (the “NYSE”) is open for trading.

“General Use Free Writing Prospectus”

means any Issuer Free Writing Prospectus that is identified on Schedule III to this Agreement.

“Issuer Free Writing Prospectus”

means any “issuer free writing prospectus,” as defined in Rule 433 under the Act, relating to the Securities in

the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s

records pursuant to Rule 433(g) under the Act.

“Limited Use Free Writing Prospectus”

means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus.

“Statutory Prospectus”

as of any time means the Preliminary Prospectus relating to the Securities that is included in the Registration Statement immediately

prior to that time, including any document incorporated by reference therein.

“subsidiary” means,

with respect to any person at any date, any corporation, limited liability company, partnership, association or other entity of which

securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more

than 50% of the general partnership interests are, as of such date, owned, controlled or held.

“Subsidiary” means

any subsidiary of the Company.

(d)            The

Commission has not issued an order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus

or the Prospectus relating to the proposed offering of the Securities, and no proceeding for that purpose or pursuant to Section 8A

of the Act has been instituted or, to the Company’s knowledge, threatened by the Commission. The Registration Statement contains,

and the Prospectus and any amendments or supplements thereto will contain, all statements which are required to be stated therein by,

and will conform in all material respects to, the requirements of the Act and the Rules and Regulations. The Registration Statement,

when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, as of the date of such amendment

or supplement, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to

make the statements therein not misleading. The Prospectus and any amendments and supplements thereto do not contain, and, as of the Closing

Date, will not contain, any untrue statement of a material fact; and do not omit, and, as of the Closing Date, will not omit, to state

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided, however, that the Company and the Guarantors make no representations or warranties as to information contained

in or omitted from the Registration Statement or the Prospectus, or any such amendment or supplement, in reliance upon, and in conformity

with, written information furnished to the Company by or on behalf of any Underwriter through the Representatives, specifically for use

therein, it being understood and agreed that the only such information is that described in Section ‎13 herein.

(e)            (i) At

the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying

with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant

to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on

its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the

exemption of Rule 163 and (iv) as of the date hereof (with such date being used as the determination date for purposes of this

clause (iv)), the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement

is an “automatic shelf registration statement,” as defined in Rule 405.

(f)             Each

Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of

the Securities or until any earlier date that the Company notified or notifies the Representatives otherwise, did not, does not and will

not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or

the Prospectus, including any document incorporated by reference therein that has not been superseded or modified, provided, however,

that the Company and the Guarantors make no representations or warranties as to information contained in or omitted from any Issuer Free

Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter

through the Representatives, specifically for use therein, it being understood and agreed that the only such information is that described

in Section ‎13 herein.

(g)            The

Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the offering and

sale of the Securities other than any Preliminary Prospectus, the Prospectus and other materials, if any, permitted under the Act and

the Rules and Regulations and consistent with Section ‎5(b) below.

(h)            (i) At

the time of filing the Registration Statement and (ii) as of the date hereof (with such date being used as the determination date

for purposes of this clause (ii)), the Company was not and is not an “ineligible issuer” (as defined in Rule 405

under the Act, without taking into account any determination by the Commission pursuant to Rule 405 under the Act that it is not

necessary that the Company be considered an ineligible issuer), including, without limitation, for purposes of Rules 164, 405 and

433 under the Act with respect to the offering of the Securities as contemplated by the Registration Statement.

(i)             The

Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has

the corporate power and authority to own its property and to conduct its business as described in the Registration Statement, the General

Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which

the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified

or be in good standing would not have a material adverse effect on the business condition, financial condition or results of operations

of the Company and its Subsidiaries taken as a whole, or on the performance of the Company and the Guarantors of their respective obligations

under the Securities (a “Material Adverse Effect”).

(j)             Each

Subsidiary of the Company has been duly organized, is validly existing and in good standing (to the extent such concept is applicable)

under the laws of the jurisdiction of its organization, has all requisite power and authority to own its property and to conduct its business

as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business

and is in good standing (to the extent such concept is applicable) in each jurisdiction in which the conduct of its business or its ownership

or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would

not have a Material Adverse Effect; with respect to each of the Subsidiaries of the Company that is a corporation or an unlimited liability

company, all of the issued shares of capital stock of each such Subsidiary have been duly and validly authorized and issued, are fully

paid and non-assessable and the majority of such shares are owned directly or indirectly by the Company, free and clear of all liens,

encumbrances, equities or claims and with respect to each of the Subsidiaries of the Company that is a limited liability partnership or

limited liability company, all partnership or limited liability interests, as the case may be, are owned directly or indirectly by the

Company, free and clear of all liens, encumbrances, equities or claims (except as set forth in their respective operating or partnership

agreements), in each case except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus.

(k)            The

financial statements of the Company and its Subsidiaries and the related notes thereto included or incorporated by reference in the Registration

Statement, the General Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Act

and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, as applicable,

and present fairly the financial position of the Company and its consolidated Subsidiaries, as the case may be, as of the dates indicated

and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been

prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby;

and the other financial information of the Company and its Subsidiaries included or incorporated by reference in the Registration Statement,

the General Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its Subsidiaries, as

the case may be, and presents fairly the information shown thereby. Except for such financial statements specifically waived by the Commission,

there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the General

Disclosure Package or the Prospectus that are not so included.

(l)             This

Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

(m)           The

Securities have been duly authorized by, as applicable, the Company and the Guarantors and, when the Notes are executed and authenticated

in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters on the Closing Date, in accordance

with the terms of this Agreement, will be valid and binding obligations of the Company and the Guarantors, as applicable, in each case,

enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’

rights generally and general principles of equity, and will be entitled to the benefits of the Indenture.

(n)            The

obligations under the Indenture will be guaranteed by the Guarantors and the Indenture has been duly authorized by the Company and the

Guarantors and has been qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder

(the “Trust Indenture Act”); as of the Closing Date, the Indenture will have been duly executed and delivered

by, and will be a valid and binding agreement of, the Company and the Guarantors, enforceable in accordance with its terms, subject to

applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and general principles of equity.

(o)            [Reserved.]

(p)            The

Indenture and the Securities conform in all material respects to the description thereof contained in the Registration Statement, the

General Disclosure Package and the Prospectus.

(q)            The

capitalization of the Company set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the caption

“Capitalization” accurately and fairly presents and summarizes the information set forth therein.

(r)             The

execution and delivery by the Company and the Guarantors of, and, the performance by the Company and the Guarantors of their respective

obligations under, the Operative Documents will not contravene (i) any agreement or other instrument binding upon the Company or

the Guarantors or any of their subsidiaries that is material to the Company, the Guarantors and their subsidiaries, taken as a whole,

or any provision of applicable law, (ii) the certificate of incorporation or by-laws, or similar organizational documents, as the

case may be, of the Company and the Guarantors, or (iii) any judgment, order or decree of any governmental body, agency or court

having jurisdiction over the Company, the Guarantors or any of their subsidiaries, and no consent, approval, authorization or order of,

or qualification with, any governmental body or agency is required for the performance by the Company and the Guarantors of their respective

obligations under the Operative Documents, except such as have been obtained and are in full force and effect or will be obtained and

be in full force and effect under the Act and the Trust Indenture Act or under the blue sky laws of any jurisdiction in connection with

the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the General Disclosure Package

and the Prospectus, except, in the case of clauses (i) and (iii), to the extent that failure to comply would not, singly or in the

aggregate, have a Material Adverse Effect.

(s)            There

has not occurred any material adverse change, or any development involving a prospective material adverse change on the business condition,

financial condition or results of operations of the Company, the Guarantors and any of their subsidiaries, taken as a whole, from that

set forth in the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendments or supplements

thereto subsequent to the date of this Agreement).

(t)            There

are no legal or governmental proceedings pending or, to the knowledge of the Company and the Guarantors, threatened to which the Company,

the Guarantors or any of their subsidiaries is a party or to which any of the properties of the Company, the Guarantors or any of their

subsidiaries is subject other than proceedings accurately described in all material respects in the Registration Statement, the General

Disclosure Package and the Prospectus and proceedings that would not have a Material Adverse Effect or affect the power or ability of

the Company and the Guarantors to perform their obligations under the Operative Documents or to consummate the transactions contemplated

by the General Disclosure Package and the Prospectus.

(u)            None

of the Company, the Guarantors or their subsidiaries is in violation or default, as the case may be, of (i) any provision of its

charter or bylaws or similar organizational documents, as the case may be, (ii) the terms of any indenture, contract, lease, mortgage,

deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party

or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court,

regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, such Guarantor

or such subsidiary or any of their respective properties, as applicable, except, with respect to (ii) or (iii) for any such

violation or default that would not, singly or in the aggregate, have a Material Adverse Effect.

(v)            Neither

the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of

the terms hereof will conflict with, result in a breach or violation of, any statute, law, rule or regulation of any regulatory body,

administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, any Guarantor or any of

their subsidiaries or any of their respective properties, as applicable, except as would not, individually or in the aggregate have a

Material Adverse Effect.

(w)            The

Company, the Guarantors and their subsidiaries (i) are in compliance with all applicable foreign, federal, state, provincial and

local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or

wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals

required of them under Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions

of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits,

licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly

or in the aggregate, have a Material Adverse Effect.

(x)            Except

as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no costs or liabilities associated

with Environmental Laws (including, without limitation, any capital or operating expenditures required for cleanup, closure of properties

or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential

liabilities to third parties) related to the Company, the Guarantors or any of their subsidiaries which would, singly or in the aggregate,

have a Material Adverse Effect.

(y)            The

Company, the Guarantors and their subsidiaries are not, and after giving effect to the offering and sale of the Securities and the application

of the proceeds thereof as described in the Registration Statement, the General Disclosure Package and the Prospectus, will not be, an

“investment company” required to be registered under the Investment Company Act of 1940, as amended.

(z)            (i) None

of the Company, the Guarantors nor any of their subsidiaries, nor, to the Company’s knowledge, any director, officer, employee,

agent, representative or affiliate of the Company, the Guarantors or of any of their subsidiaries, has taken or will take any action in

furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything

else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or

government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on

behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action

or secure an improper advantage in violation in any material respect of any applicable anti-corruption law, including without limitation,

the Foreign Corrupt Practices Act of 1977, as amended and the rules and regulations thereunder (the “FCPA”); and

(ii) and the Company, the Guarantors and their subsidiaries and, to the Company’s knowledge, their affiliates have conducted

their businesses in compliance in all material respects with applicable anti-corruption laws, including the FCPA, and have instituted

and maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty

contained herein.

(aa)          The

operations of the Company, the Guarantors and their subsidiaries are and have been conducted at all times in compliance with all applicable

financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and

Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the

applicable anti-money laundering statutes of jurisdictions where the Company, the Guarantors and their subsidiaries, respectively, conduct

business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered

or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”).

No action, suit or proceeding by or before any court or governmental

agency, authority or body or any arbitrator involving the Company, the Guarantors or any of their subsidiaries with respect to the Anti-Money

Laundering Laws is pending or, to the knowledge of the Company, threatened.

(bb)          (i) None

of the Company, the Guarantors or any of their subsidiaries or controlled affiliates, nor to the knowledge of the Company, the Guarantors

or such subsidiaries, any director, officer, employee, agent, or representative of the Company, the Guarantors or any of their subsidiaries

or controlled affiliates, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that

is the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control,

the United Nations Security Council, the European Union (“EU”), HM Treasury, or other relevant sanctions authority

(collectively, “Sanctions”).

(ii)            None

of the Company, the Guarantors or any of their subsidiaries are located, organized or resident in a country or territory that is the subject

of Sanctions (including, without limitation, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson

Regions of Ukraine, the so-called Donetsk People's Republic and the so-called Luhansk People's Republic and any other Covered Region of

Ukraine as may be identified by the Secretary of the Treasury, in consultation with the Secretary of State, pursuant to Executive Order

14065, Cuba, Iran, and North Korea).

(iii)            The

Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds

to any subsidiary, joint venture partner or other Person to finance any activities or business in any country or territory, or with or

of any Person, that, at the time of such financing, is the subject of Sanctions.

(iv)            Since

April 24, 2019, the Company, the Guarantors and their respective subsidiaries have not knowingly engaged in and are not now knowingly

engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction

is or was the subject of Sanctions.

(cc)          The

interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly

presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and

guidelines applicable thereto.

(dd)          PricewaterhouseCoopers

LLP, who have certified certain financial statements of the Company and its Subsidiaries are independent public accountants with respect

to the Company and its Subsidiaries within the meaning of the Securities Act and the applicable Rules and Regulations.

(ee)          Except

as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of the Guarantors

is aware of (i) any material weakness in its internal control over financial reporting or its disclosure controls and procedures

or (ii) any change in internal control over financial reporting or its disclosure controls and procedures that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting or its disclosure controls

and procedures.

(ff)          Solely

to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission and the

NYSE thereunder (the “Sarbanes-Oxley Act”) has been applicable to the Company, the Company is in compliance in all

material respects with all applicable provisions of the Sarbanes-Oxley Act.

(gg)         The

Company, the Guarantors and their subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise

use, all real property, and have good marketable title to, or have valid rights to lease or otherwise use, all personal property, in each

case, which is material to the business of the Company and the Guarantors, in each case free and clear of all liens, encumbrances and

defects except such as are described in the Registration Statement, the General Disclosure Package and the Prospectus or such as do not

materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company,

the Guarantors and their subsidiaries except where failure to have such title would have a Material Adverse Effect, and any real property,

sites and buildings held under lease by the Company, the Guarantors or their subsidiaries are held by them under valid, subsisting and

enforceable leases with such exceptions as would not have a Material Adverse Effect, in each case except as described in the Registration

Statement, the General Disclosure Package and the Prospectus.

(hh)          The

Company, the Guarantors and their subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks,

service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, and know-how (including trade secrets

and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of

their respective businesses with such exceptions as would not have a Material Adverse Effect; and the conduct of their respective

businesses, as currently conducted, does not infringe with any such rights of others in a manner that would reasonably be likely to, singly

or in the aggregate, result in a Material Adverse Effect.

(ii)            Neither

the Company nor any of the Guarantors has taken, directly or indirectly, any action, designed to or that could reasonably be expected

to cause or result in any stabilization or manipulation of the price of the Securities.

(jj)            No

Subsidiary has guaranteed any security of the Company or of any other Subsidiary, except as set forth in the Registration Statement, General

Disclosure Package and the Prospectus.

(kk)          Except

as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except as would not have a Material

Adverse Effect, (A) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating

to the Company, the Guarantors and their subsidiaries’ information technology and computer systems, networks, hardware, software,

data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party

data maintained, processed or stored by the Company, the Guarantors and their subsidiaries, and any such data processed or stored by third

parties on behalf of the Company, the Guarantors and their subsidiaries), equipment or technology (collectively, “IT Systems

and Data”): (B) neither the Company, the Guarantors nor their subsidiaries have been notified of, and have no knowledge

of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise

to their IT Systems and Data and (C) the Company, the Guarantors and their subsidiaries have implemented appropriate controls, policies,

procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their

IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The

Company, the Guarantors and their subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments,

orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual

obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized

use, access, misappropriation or modification.

2.            Purchase,

Sale and Delivery of the Securities.

(a)            Subject

to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each

Underwriter, and each Underwriter agrees, subject to the conditions hereinafter stated, severally and not jointly, to purchase from the

Company, at the purchase price of 99.467% of the principal amount of the 2031 Notes and 99.187% of the principal amount of the 2036 Notes

(each, a “Purchase Price”) the principal amount of the Securities set forth opposite such Underwriter’s name

in Schedule I hereto.

(b)            Delivery

of and payment for the Securities shall be made at 10:00 am, New York City time, on May 27, 2026, or at such time on such later date

not more than three business days after the foregoing date as the Representatives shall designate, which date and time may be postponed

by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment

for the Securities being herein called the “Closing Date”) at the offices of Davis Polk & Wardwell LLP. Delivery

of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the

several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable

in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository

Trust Company (“DTC”) unless the Representatives shall otherwise instruct.

3.            Terms

of Offering. You have advised the Company that the Underwriters will make an offering of the Securities purchased by the Underwriters

hereunder on the terms to be set forth in this Agreement and the Prospectus, as soon as practicable after this Agreement is entered into

as in your judgment is advisable.

4.            Conditions

to the Underwriters’ Obligations. The several obligations of the Underwriters to purchase and pay for the Securities on the

Closing Date, are subject to the following conditions:

(a)            The

Company and the Guarantors shall have filed the Prospectus with the Commission (including the information required by Rule 430B under

the Act) in the manner and within the time period required by Rule 424(b) under the Act, or the Company and the Guarantors shall

have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such

post-effective amendment shall have become effective. All material required to be filed by the Company pursuant to Rule 433(d) under

the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433.

(b)            No

stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement,

shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall

not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Act objecting to use of the automatic

shelf registration statement form.

to the execution and delivery of this Agreement and prior to (and including) the Closing Date:

(i)            there

shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review

for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s or

the Guarantors’ securities by any “nationally recognized statistical rating organization,” as such term is defined for

purposes of Rule 3(a)(62) under the Exchange Act; and

(ii)            there

shall not have occurred any adverse change, or any development involving a prospective adverse change, in the business condition, financial

condition or results of operations of the Company, the Guarantors and their subsidiaries, taken as a whole, from that set forth in the

Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is so

material and adverse and that makes it, in your judgment, impractical or inadvisable to proceed with the offer, sale or delivery of the

Securities on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus.

(d)            The

Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, and signed by an executive officer of the

Company, to the effect set forth in Section ‎4(c)(i) and to the effect that the representations and warranties of

the Company and the Guarantors contained in this Agreement are true and correct as of the Closing Date and that each of the Company and

the Guarantors has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder

on or before the Closing Date.

The officer signing and delivering such certificate

may rely upon the best of his or her knowledge as to proceedings threatened.

(e)            The

Underwriters shall have received on the Closing Date an opinion of Kirkland & Ellis LLP, outside United States counsel for the

Company and certain of the Guarantors, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.

(f)            The

Underwriters shall have received on the Closing Date an opinion of Perkins Coie LLP, outside Colorado counsel for certain of the Guarantors,

dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.

(g)            [Reserved.]

(h)            The

Underwriters shall have received on the Closing Date an opinion of McCarthy Tétrault LLP, outside Canadian counsel for certain

of the Guarantors, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.

(i)             The

Underwriters shall have received on the Closing Date an opinion of Davis Polk & Wardwell LLP, counsel for the Underwriters, dated

the Closing Date, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such

documents and information as they may reasonably request for them to pass upon such matters.

The opinions of Kirkland &

Ellis LLP, Perkins Coie LLP and McCarthy Tétrault LLP described in Sections ‎4(e), ‎4(f) and ‎4(h) respectively

above shall be rendered to the Underwriters at the request of the Company and shall so state therein.

(j)             The

Underwriters shall have received on each of the date hereof and the Closing Date a letter dated the date hereof or the Closing Date, as

the case may be, in form and substance satisfactory to the Underwriters and PricewaterhouseCoopers LLP, from PricewaterhouseCoopers LLP,

independent public accountants to the Company and its Subsidiaries, containing statements and information of the type ordinarily included

in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information

of the Company and its Subsidiaries contained in, and incorporated by reference into, the General Disclosure Package and the Prospectus;

provided, however, that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than

the third business day prior to the Closing Date.

(k)            [Reserved.]

(l)             The

Company, the Guarantors and the Trustee shall have executed and delivered the Indenture, and the Underwriters shall have received an original

copy thereof, duly executed by the Company, the Guarantors and the Trustee.

(m)            No

action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state,

foreign or provincial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities

by the Company; and no injunction or order of any United States federal or state or court shall have been issued that would, as of the

Closing Date, prevent the issuance or sale of the Securities by the Company.

(n)            The

Underwriters shall have received such other documents and certificates as are reasonably requested by you or your counsel.

Each certificate signed by any officer of the Company

or any Guarantor and delivered to the Underwriters or their counsel pursuant to, or in connection with, this Agreement, shall be deemed

to be a representation and warranty by the Company or such Guarantor, as applicable, to the Underwriters as to matters covered by such

certificate.

5.            Covenants

of the Company and the Guarantors. In further consideration of the agreements of the Underwriters contained in this Agreement, each

of the Company and the Guarantors covenants with each Underwriter as follows:

(a)            The

Company and the Guarantors will (i) prepare and timely file with the Commission under Rule 424(b) under the Act a Prospectus

in a form approved by the Representatives containing information previously omitted at the time of effectiveness of the Registration Statement

in reliance on Rules 430A, 430B or 430C under the Act and (ii) file on a timely basis all reports and any definitive proxy or

information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the

termination of the offering of the Securities by the Underwriters.

(b)            The

Company and the Guarantors will (i) not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus

or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act) required to be

filed by the Company or any Guarantor with the Commission under Rule 433 under the Act unless the Representatives approve its use

in writing prior to first use (each, a “Permitted Free Writing Prospectus”); provided that the prior written consent

of the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectus(es) included in Schedule

III hereto, (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements

of the Rules and Regulations, including Rules 164 and 433 under the Act, applicable to any Issuer Free Writing Prospectus, including

the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not take any action that would

result in an Underwriter, the Company or any Guarantor being required to file with the Commission pursuant to Rule 433(d) under

the Act a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required

to file thereunder.

Company will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Securities, in form

and substance satisfactory to the Representatives and attached as Schedule IV hereto, and shall file such Final Term Sheet as an Issuer

Free Writing Prospectus pursuant to Rule 433 under the Act prior to the close of business two business days after the date hereof;

provided that the Company shall provide the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior

to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall reasonably

object.

(d)            The

Company will advise the Representatives promptly (i) when any post-effective amendment to the Registration Statement shall have become

effective, (ii) of receipt of any comments from the Commission through the Closing Date, (iii) of any request of the Commission

for amendment of the Registration Statement or for supplement to the General Disclosure Package or the Prospectus or for any additional

information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement

or any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, or

of the institution of any proceedings for that purpose or pursuant to Section 8A of the Act. The Company will use its reasonable

best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued. Additionally,

each of the Company and the Guarantors agree that it shall (A) pay the required Commission filing fees relating to the Securities

within the time required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with

Rules 456(b) and 457(r) under the Act, (B) comply with the provisions of Rules 424(b) and 430B, as applicable,

under the Act, including with respect to the timely filing of documents thereunder and (C) use its reasonable efforts to confirm

that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

(e)            The

Company will deliver to, or upon the order of, the Representatives, from time to time, as many copies of any Issuer Free Writing Prospectus

as the Representatives may reasonably request. The Company will deliver to, or upon the order of, the Representatives during the period

when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) (the “Prospectus

Delivery Period”) is required under the Act, as many copies of the Prospectus in final form, or as thereafter amended or supplemented,

as the Representatives may reasonably request. The Company will deliver to the Representatives, at or before the Closing Date, four signed

copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Representatives

such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably

be requested), including documents incorporated by reference therein, and of all amendments thereto, as the Representatives may reasonably

request.

(f)            Before

amending or supplementing the Registration Statement, the General Disclosure Package or the Prospectus (including by way of a report filed

under the Exchange Act and incorporated by reference therein) at any time during the Prospectus Delivery Period, the Company shall furnish

to the Representatives a copy of each such proposed amendment or supplement and neither the Company nor the Guarantors shall file or use

any such proposed amendment or supplement to which the Representatives reasonably object.

(g)            Each

of the Company and the Guarantors will comply with the Act and the Rules and Regulations, and the Exchange Act, and the rules and

regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities as contemplated in this

Agreement and the Prospectus. If during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which

it is necessary to amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus in order to make the

statements therein, in the light of the circumstances under which they were made or then prevailing, not misleading, or, if it is necessary

at any time to amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus to comply with applicable

law, the Company and the Guarantors promptly shall notify the Representatives of any such event or condition and either (i) prepare

and file with the Commission an appropriate amendment or supplement to the Registration Statement, the General Disclosure Package or the

Prospectus or (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated

by reference in the Registration Statement, the General Disclosure Package and the Prospectus so that the Registration Statement, the

General Disclosure Package and the Prospectus as so amended or supplemented will not, in the light of the circumstances under which they

were made or then prevailing, be misleading, or so that the Registration Statement, the General Disclosure Package and the Prospectus

will comply with applicable law.

(h)            The

Company, in cooperation with the Underwriters, shall endeavor to qualify the Securities for offer and sale under the securities or Blue

Sky laws of such jurisdictions as you shall reasonably request and to continue such qualifications in effect so long as is required for

the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service

of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or

to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(i)             The

Company will apply the net proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure

Package and the Prospectus under the heading “Use of Proceeds”.

(j)             The

Company shall make generally available to the Company’s and the Guarantors’ security holders and to the Representatives as

soon as practicable an earnings statement of the Company and its Subsidiaries (which need not be audited) that satisfies the provisions

of Section 11(a) of the Act and the rules and regulations of the Commission thereunder.

(k)            During

the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise

dispose of any debt securities of the Company or warrants to purchase or otherwise acquire debt securities of the Company substantially

similar to the Securities (other than (i) the Securities, (ii) the Canadian dollar-denominated notes to be issued by Molson

Coors International LP, as described in the General Disclosure Package, (iii) commercial paper issued in the ordinary course of business

or (iv) debt securities or warrants to purchase debt securities permitted with the prior written consent of the Representatives).

(l)             If

the third anniversary of the initial effective date of the Registration Statement occurs before all the Securities have been sold by the

Underwriters, prior to the third anniversary to file a new shelf registration statement and to take any other action necessary to permit

the public offering of the Securities to continue without interruption; references herein to the Registration Statement shall include

the new registration statement declared effective by the Commission.

(m)            For

the period of one year following the date of this Agreement, the Company shall furnish to the holders of the Securities as soon as practicable

after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and

cash flows of the Company and its consolidated Subsidiaries certified by independent public accountants) and, as soon as practicable after

the end of each of the first three quarters of each fiscal year (beginning with the first fiscal quarter ending after the Closing Date),

to make available to the holders of the Securities consolidated summary financial information of the Company and its consolidated Subsidiaries

for such quarter in reasonable detail; provided that the Company shall not be required to furnish materials pursuant to this paragraph

that are filed and publicly accessible via the EDGAR database.

(n)            The

Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Securities in such a manner as would

require the Company or any of its subsidiaries to register as an investment company under the Investment Company Act.

(o)            The

Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably

be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any securities of the

Company to facilitate the sale or resale of the Securities.

(p)            The

Company will cooperate with the Representatives and use its reasonable best efforts to permit the Securities to be eligible for clearance

and settlement through DTC.

6.            Expenses.

Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, each of the Company and

the Guarantors agrees to pay or cause to be paid all reasonable expenses incident to the performance of their obligations under this

Agreement, including: (a) the fees, disbursements and expenses of counsel and accountants to the Company and the Guarantors in

connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of the Registration

Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses and the Prospectus and all amendments and supplements thereto,

including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters, in the quantities

herein above specified, (b) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters,

including any transfer or other taxes payable thereon, (c) the filing fees of the Commission, (d) the cost of printing or

producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities

laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided

in Section ‎5(h) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters

in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (e) any fees charged

by rating agencies for the rating of the Securities, (f) the costs and charges of the Trustee and any registrar or depositary,

(g) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the Financial

Industry Regulatory Authority of the terms of sale of the Securities and (h) all other costs and expenses incident to the performance

of the obligations of the Company and the Guarantors hereunder for which provision is not otherwise made in this Section. It is understood,

however, that except as provided in this Section, Section ‎7 entitled “Indemnity and Contribution,”

and the last paragraph of Section ‎9 below, the Underwriters will pay all their own costs and expenses, including fees

and disbursements of their counsel. Each of the Company and the Guarantors agrees to pay the costs and expenses of the Company and the

Guarantors relating to investor presentations on any “road show” undertaken in connection with the marketing of the

offering of the Securities, including expenses associated with the production of road show slides and graphics, fees and expenses of

any consultants engaged in connection with the road show presentations with the prior written approval of the Company, travel and lodging

expenses of the representatives and officers of the Company and any such consultants, and the proportionate share of the cost of any

aircraft chartered in connection with the road show.

7.            Indemnity

and Contribution.

(a)            Each

of the Company and the Guarantors agrees:

(i)            to

indemnify and hold harmless each Underwriter, the directors, officers, employees, agents and affiliates (within the meaning of Rule 405

under the Act) of each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15

of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which such Underwriter or any

such controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions

or proceedings in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material

fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment

or supplement thereto, (B) with respect to the Registration Statement or any amendment or supplement thereto, the omission or alleged

omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or

(C) with respect to any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement

thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements

therein not misleading in the light of the circumstances under which they were made; provided, however, that neither the

Company nor any Guarantor will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of

or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission made in the Registration Statement,

any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, or such amendment or supplement, in reliance upon and

in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically

for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information

described as such in Section ‎13 herein; and

(ii)            to

reimburse each Underwriter, each Underwriters’ directors, officers, employees, agents and affiliates and each such controlling

person upon demand for any legal or other out-of-pocket expenses reasonably incurred by such Underwriter, such Underwriter’s director,

officer, employee, agent, affiliate or controlling person in connection with investigating or defending any such loss, claim, damage

or liability, action or proceeding or in responding to a subpoena or governmental inquiry related to the offering of the Securities,

whether or not such Underwriter, such Underwriter’s director, officer, employee, agent, affiliate or controlling person is a party

to any action or proceeding. In the event that it is finally judicially determined that the Underwriters were not entitled to receive

payments for legal and other expenses pursuant to this subparagraph, the Underwriters will promptly return all sums that had been advanced

pursuant hereto.

(b)            Each

Underwriter severally and not jointly will indemnify and hold harmless each of the Company and the Guarantors, each of its directors,

each of its officers who have signed the Registration Statement and each person, if any, who controls the Company or any Guarantor within

the meaning of the Act, against any losses, claims, damages or liabilities to which the Company, any Guarantor or any such director,

officer or controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or

actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement

of any material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus

or any amendment or supplement thereto, (ii) with respect to the Registration Statement or any amendment or supplement thereto,

the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein

not misleading or (iii) with respect to any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment

or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to

make the statements therein not misleading in the light of the circumstances under which they were made; and will reimburse any legal

or other expenses reasonably incurred by the Company, any such Guarantor or any such director, officer or controlling person in connection

with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that

each Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement

or omission or alleged omission has been made in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus,

the Prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company

by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the

only such information furnished by any Underwriter consists of the information described as such in Section ‎13 herein.

In the event that it is finally judicially determined that the Company was not entitled to receive payments for legal and other expenses

pursuant to this subparagraph, the Company will promptly return all sums that had been advanced pursuant hereto. This indemnity agreement

will be in addition to any liability which such Underwriter may otherwise have.

case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity

may be sought pursuant to this Section ‎7, such person (the “indemnified

party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”)

in writing. No indemnification provided for in Section ‎7(a) or ‎(b) shall be available to any party

who shall fail to give notice as provided in this Section ‎7(c) if the party to whom notice was not given was unaware

of the proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice, but the failure

to give such notice shall not relieve the indemnifying party or parties from any liability which it or they may have to the indemnified

party for contribution or otherwise than on account of the provisions of Section ‎7(a) or ‎(b). In case

any such proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof,

the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying

party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and shall pay

as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall

have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred

(or within 30 days of presentation) the fees and expenses of the counsel retained by the indemnified party in the event (i) the

indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel, (ii) the named

parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation

of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the

indemnifying party shall have failed to assume the defense and employ counsel reasonably satisfactory to the indemnified party within

a reasonable period of time after notice of commencement of the action. Such firm shall be designated in writing by you in the case of

parties indemnified pursuant to Section ‎7(a) and by the Company in the case of parties indemnified pursuant to

Section ‎7(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written

consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify

the indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, the indemnifying

party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment

in any pending or threatened claim, action or proceeding of which indemnification may be sought hereunder (whether or not any indemnified

party is an actual or potential party to such claim, action or proceeding) unless such settlement, compromise or consent (i) includes

an unconditional release of each indemnified party from all liability arising out of such claim, action or proceeding and (ii) does

not include an admission of fault or culpability or a failure to act by or on behalf of such indemnified party. If at any time an indemnified

party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying

party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement

is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying

party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and

(iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle.

(d)            To

the extent the indemnification provided for in this Section ‎7 is unavailable to or insufficient to hold harmless an

indemnified party under Section ‎7(a) or ‎(b) above in respect of any losses, claims, damages or

liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the

amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions or proceedings

in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors

on the one hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation provided by the immediately

preceding sentence is not permitted by applicable law then each indemnifying party shall contribute to such amount paid or payable by

such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of

the Company and the Guarantors on the one hand and the Underwriters on the other in connection with the statements or omissions which

resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof), as well as any other relevant

equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the

other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by

the Company and the Guarantors bear to the total underwriting discounts and commissions received by the Underwriters, in each case as

set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other

things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact

relates to information supplied by the Company and the Guarantors on the one hand or the Underwriters on the other and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e)            The

Company, the Guarantors and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section ‎7(e) were

determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation

which does not take account of the equitable considerations referred to above in this Section ‎7(e). The amount paid

or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof)

referred to above in this Section ‎7(e) shall be deemed to include any legal or other expenses reasonably incurred

by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this

subsection ‎(e), (i) no Underwriter shall be required to contribute any amount in excess of the underwriting discounts

and commissions applicable to the Securities purchased by such Underwriter, and (ii) no person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such

fraudulent misrepresentation. The Underwriters’ obligations in this Section ‎7(e) to contribute are several

in proportion to their respective underwriting obligations and not joint.

(f)            In

any proceeding relating to the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus

or any supplement or amendment thereto, each party against whom contribution may be sought under this Section 7 hereby consents

to the jurisdiction of any court having jurisdiction over any other contributing party, agrees that process issuing from such court may

be served upon it by any other contributing party and consents to the service of such process and agrees that any other contributing

party may join it as an additional defendant in any such proceeding in which such other contributing party is a party.

(g)            Any

losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under

this Section 7 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or

expenses are incurred. The indemnity and contribution agreements contained in this Section ‎7 and the representations

and warranties of the Company and the Guarantors set forth in this Agreement shall remain operative and in full force and effect, regardless

of (i) any investigation made by or on behalf of any Underwriter, its directors, officers, employees, agents or affiliates or any

person controlling any Underwriter, the Company, the Guarantors, its directors or officers or any person controlling the Company or the

Guarantors, (ii) acceptance of any Securities and payment therefor hereunder, and (iii) any termination of this Agreement.

A successor to any Underwriter, its directors, officers, employees, agents or affiliates or any person controlling any Underwriter, or

to the Company and the Guarantors, their respective directors or officers, or any person controlling the Company or the Guarantors, shall

be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 7.

8.            Termination.

This Agreement shall be subject to termination by notice given by you to the Company and the Guarantors, if (a) after the execution

and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited

on or by, as the case may be, the NYSE or the Nasdaq Global Market, (ii) trading of any securities of the Company or the Guarantors

shall have been suspended on the NYSE or the Toronto Stock Exchange, other than in normal course in connection with the maturity of a

security (iii) a general moratorium on commercial banking activities in New York shall have been declared by either federal or New

York State authorities, (iv) a material disruption in the securities settlement, payment or clearance services in the United States

or in any other country where the Company’s securities are listed shall have occurred or (v) there shall have occurred any

outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material

and adverse and (b) in the case of any of the events specified in clauses ‎8(a)(i) through ‎8(a)(v),

such events singly or together with any other such event, makes it, in your judgment, impractical or inadvisable to proceed with the

offer, sale or delivery of the Securities on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus.

9.            Effectiveness;

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If on the Closing Date, any one of the Underwriters

shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal

amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth

of the aggregate principal amount of Securities to be purchased on such date, the other Underwriters shall be obligated severally in

the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I bears to the aggregate

principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as

may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting

Underwriter or Underwriters agreed but failed or refused to purchase on such date. If on the Closing Date, any Underwriter or Underwriters

shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal

amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities

to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities

are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter

or of the Company and the Guarantors. In any such case either the Representatives or the Company shall have the right to postpone the

Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement,

General Disclosure Package or Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph

shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters,

or any of them, because of any failure or refusal on the part of the Company and the Guarantors to comply with the terms or to fulfill

any of the conditions of this Agreement, or if for any reason the Company and the Guarantors shall be unable to perform its obligations

under this Agreement, the Company and the Guarantors will reimburse the Underwriters or such Underwriters as have so terminated this

Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel)

reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

10.            Notices.

All notices and other communications under this Agreement shall be in writing and mailed, delivered or sent by facsimile transmission

if sent to the Underwriters, to each of:

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attention: General Counsel

Fax: 646-291-1469

and

BofA Securities, Inc.

114 West 47th Street

NY8-114-07-01

New York, New York 10036

Facsimile: 212-901-7881

Attention: High Grade Debt Capital Markets Transaction Management/Legal

and

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Attention: Registration Department

Fax No.: (212) 902-9316

Email: registration-syndops@ny.email.gs.com.

if sent to the Company or any Guarantor, to:

Molson Coors Beverage Company

3939 West Highland Boulevard

Milwaukee, Wisconsin 53208

Attention: Treasurer

Email: patrick.porter@molsoncoors.com

11.            Information

Provided by Underwriters. The Company, the Guarantors and the Underwriters acknowledge and agree that the only information furnished

or to be furnished by any Underwriter to the Company for inclusion in the Registration Statement, any Preliminary Prospectus, any Issuer

Free Writing Prospectus or the Prospectus consists of the following statements in the Prospectus: (a) in the last paragraph of the

cover page (regarding delivery of the Securities) and (b) under the heading “Underwriting” (i) the names of

the respective underwriters in the table following the first paragraph (listing the Underwriters and their respective participation in

the sale of the Securities), (ii) in the third paragraph (related to concessions and reallowances) and (iii) in the twenty

first and twenty second paragraphs (related to price stabilization and short positions).

12.            Counterparts.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including via www.docusign.com

and any other electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic

Signatures and Records Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to

have been duly and validly delivered and be valid and effective for all purposes.

13.            Judgment

Currency. The Company and the Guarantors agree to indemnify each Underwriter against any loss incurred by such Underwriter as a result

of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency

(the “Judgment Currency”) other than United States dollars and as a result of any variation as between (i) the

rate of exchange at which the United States dollar amount is converted into Judgment Currency for the purpose of such judgment or order,

and (ii) the rate of exchange at which such Underwriter is able to purchase United States dollars on the business day following

actual receipt by such Underwriter of any sum adjudged or ordered to be so due in the Judgment Currency with the amount of the Judgment

Currency actually received by such Underwriter. The foregoing indemnity shall constitute a separate and independent obligation of the

Company and the Guarantors and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term

“rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion

into, the relevant currency.

14.            Applicable

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

15.            Jurisdiction.

Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related

Proceedings”) shall only be instituted in the federal courts of the United States of America located in the City and County

of New York, Borough of Manhattan or the courts of the State of New York in each case located in the City and County of New York, Borough

of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction

(except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”),

as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons,

notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or

other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of

any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim

in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Each Guarantor not organized in the United States irrevocably appoints Molson Coors Beverage Company as its authorized agent to receive

service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court.

16.            Waiver

of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial

by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

17.            Headings.

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of

this Agreement.

18.            No

Fiduciary Relationship. The Company and each of the Guarantors acknowledge and agree that the Underwriters are acting solely in the

capacity of an arm’s-length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities

contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary

to, or an agent of, the Company, the Guarantors or any other person. Additionally, no Underwriter is advising the Company, the Guarantors

or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors

shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation

and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company

or any Guarantor with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby

or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf

of the Company or any Guarantor.

19.            Recognition

of the U.S. Special Resolution Regimes.

(a)            In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,

were governed by the laws of the United States or a state of the United States.

(b)            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

As used in this Section 22, “BHC

Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,

12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has

the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable;

and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations

promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated

thereunder.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties have executed

this Agreement as of the date first written above.

MOLSON COORS BEVERAGE COMPANY

By:

/s/

Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

MOLSON COORS INTERNATIONAL LP

By:

/s/

Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

MOLSON COORS HOLDCO INC.

By:

/s/

Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

MOLSON COORS BEVERAGE COMPANY USA LLC

By:

/s/

Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

MOLSON COORS

USA LLC

By:

/s/

Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

COORS DISTRIBUTING COMPANY LLC

By:

/s/

Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

[Signature Page to the Underwriting Agreement]

COORS BREWING COMPANY

By:

/s/

Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

NEWCO3, INC.

By:

/s/

Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

CBC HOLDCO LLC

By:

/s/

Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

CBC HOLDCO 2 LLC

By:

/s/

Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

CBC HOLDCO 3, INC.

By:

/s/

Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

MOLSON CANADA 2005

By:

/s/

Patrick Porter

Name:

Patrick Porter

Title:

Treasurer

[Signature Page to the Underwriting Agreement]

Accepted as of the date hereof by the undersigned.

CITIGROUP GLOBAL MARKETS INC.

By:

/s/

Adam D. Bordner

Name:

Adam D. Bordner

Title:

Managing Director

BOFA SECURITIES, INC.

By:

/s/

Christopher Cote

Name:

Christopher Cote

Title:

Managing Director

GOLDMAN SACHS & CO. LLC

By:

/s/

Karim Saleh

Name:

Karim Saleh

Title:

Managing Director

[Signature Page to the Underwriting Agreement]

Schedule I

Schedule of Underwriters

Underwriter

Principal

Amount of the

2031 Notes

Principal

Amount of the

2036 Notes

CITIGROUP GLOBAL MARKETS INC.

$ 85,000,000

$ 170,000,000

BOFA SECURITIES, INC.

85,000,000

170,000,000

GOLDMAN SACHS & CO. LLC

85,000,000

170,000,000

BMO CAPITAL MARKETS CORP.

32,500,000

65,000,000

U.S. BANCORP INVESTMENTS, INC.

26,250,000

52,500,000

UNICREDIT CAPITAL MARKETS LLC

26,250,000

52,500,000

CAPITAL ONE SECURITIES, INC.

22,500,000

45,000,000

J.P. MORGAN SECURITIES LLC

22,500,000

45,000,000

MIZUHO SECURITIES USA LLC

22,500,000

45,000,000

RBC CAPITAL MARKETS, LLC

22,500,000

45,000,000

SCOTIA CAPITAL (USA) INC.

22,500,000

45,000,000

ING FINANCIAL MARKETS LLC

12,500,000

25,000,000

MORGAN STANLEY & CO. LLC

10,000,000

20,000,000

LOOP CAPITAL MARKETS LLC

8,750,000

17,500,000

PNC CAPITAL MARKETS LLC

8,750,000

17,500,000

LLOYDS SECURITIES INC.

7,500,000

15,000,000

Total

$ 500,000,000

$ 1,000,000,000

Sch. I-1

Schedule II

Guarantors

Molson Coors International LP

Molson Coors Holdco Inc.

Molson Coors Beverage Company USA LLC

Molson Coors USA LLC

Coors Distributing Company LLC

Coors Brewing Company

Newco3, Inc.

CBC Holdco LLC

CBC Holdco 2 LLC

CBC Holdco 3, Inc.

Molson Canada 2005

Sch. II-1

Schedule III

Final Term Sheet, a copy of which is attached

as Schedule IV hereto.

Sch. III-1

Schedule IV

Filed Pursuant to Rule 433

Registration Statement Nos. 333-277183, 333-277183-04, 333-277183-05,

333-277183-06, 333-277183-07, 333-277183-08, 333-277183-09,

333-277183-10, 333-277183-11, 333-277183-12, 333-277183-13,

333-277183-14

Molson Coors Beverage Company

Pricing Term Sheet

Security:

4.900%

Senior Notes due 2031

5.500%

Senior Notes due 2036

Issuer:

Molson

Coors Beverage Company (the “Issuer”)

Trade Date:

May

20, 2026

Settlement Date:

T+4,

May 27, 2026

Expected Ratings*:

Baa1

(stable) (Moody’s) / BBB (stable) (S&P)

Principal Amount:

$500,000,000

$1,000,000,000

Maturity Date:

July

8, 2031

July

8, 2036

Coupon:

4.900%

5.500%

Benchmark Treasury:

3.875%

due April 30, 2031

4.375%

due May 15, 2036

Benchmark Treasury Price

and Yield:

98-12+;

4.239%

98-13;

4.576%

Spread to Benchmark Treasury:

+70

bps

+97

bps

Yield to Maturity:

4.939%

5.546%

Public Offering Price:

99.817%

99.637%

Interest

Payment Dates:

January

8 and July 8 of each year, commencing on January 8, 2027

January

8 and July 8 of each year, commencing on January 8, 2027

Redemption

Provisions:

Make-Whole

Call:

Prior

to June 8, 2031, at any time and from time to time in whole or in part, at a discount rate equal to the applicable Treasury Rate

plus 15 bps

Prior

to April 8, 2036, at any time and from time to time in whole or in part, at a discount rate equal to the applicable Treasury Rate

plus 15 bps

Par

Call:

At any

time on or after June 8, 2031

At any

time on or after April 8, 2036

Change

of Control:

Upon

the occurrence of a change of control triggering event, the Company will be required to make an offer to repurchase all or a portion

of the notes at a price equal to 101% of principal, plus accrued and unpaid interest to, but excluding, the repurchase date.

CUSIP/ISIN:

60871R

AS9 / US60871RAS94

60871R

AT7 / US60871RAT77

Joint

Book-Running Managers:

Citigroup Global Markets Inc.

BofA Securities, Inc.

Goldman Sachs & Co. LLC

BMO Capital Markets Corp.

Sch. IV-1

Senior

Co-Managers:

U.S. Bancorp Investments, Inc.

UniCredit Capital Markets LLC

Capital One Securities, Inc.

J.P. Morgan Securities LLC

Mizuho Securities USA LLC

RBC Capital Markets, LLC

Scotia Capital (USA) Inc.

Co-Managers:

ING Financial Markets LLC

Morgan Stanley & Co. LLC

Loop Capital Markets LLC

PNC Capital Markets LLC

Lloyds Securities Inc.

Capitalized terms used but not defined herein

shall have the meanings ascribed thereto in the Issuer’s preliminary prospectus supplement, dated May 20, 2026, to the Issuer’s

base prospectus, dated February 20, 2024 (collectively, the “prospectus”).

It is expected that delivery of the notes will

be made against payment therefor on or about May 27, 2026, which is the fourth business day following the date hereof (such settlement

cycle being referred to as “T+4”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are

required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish

to trade the notes on or prior to the business day preceding the Settlement Date will be required, by virtue of the fact that the notes

initially will settle in T+4, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement.

Such purchasers should consult their own advisors in this regard.

*Note: A securities rating is not a recommendation

to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The Issuer has filed a registration statement

(including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus

in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and

this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer,

any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup

Global Markets Inc. toll-free at 1-800-831-9146, BofA Securities, Inc. toll-free at 1-800-294-1322, or Goldman Sachs & Co. LLC toll-free

at 1-866-471-2526.

Any disclaimers or other notices that may

appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically

generated as a result of this communication being sent via Bloomberg or another email system.

Sch. IV-2

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2615288d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

PURCHASE

AGREEMENT

Dated May 20, 2026

among

MOLSON COORS INTERNATIONAL LP

(Fully and Unconditionally Guaranteed by Molson

Coors Beverage Company and Certain

Subsidiaries of Molson Coors Beverage Company)

and

MERRILL LYNCH CANADA INC.,

BMO NESBITT BURNS INC., RBC DOMINION SECURITIES INC., CITIGROUP GLOBAL

MARKETS CANADA INC., GOLDMAN SACHS CANADA INC., J.P. MORGAN SECURITIES

LLC, SCOTIA CAPITAL INC., CAPITAL ONE SECURITIES, INC., MIZUHO SECURITIES

CANADA INC., MORGAN STANLEY CANADA LIMITED and LLOYDS SECURITIES

INC.

as initial purchasers

MOLSON COORS INTERNATIONAL LP

C$500 million 4.300% Senior Notes due 2033

Purchase Agreement

Merrill Lynch Canada Inc.

BMO Nesbitt Burns Inc.

RBC Dominion Securities Inc.

As Representatives of the several

Initial Purchasers named in Schedule I hereto

c/o Merrill Lynch Canada Inc.

181 Bay Street, Suite 400,

Toronto, Ontario,

M5J 2V8

Ladies and Gentlemen:

Molson Coors International LP, a Delaware limited

partnership (the “Issuer”), proposes to issue and sell to the several initial purchasers named in Schedule I hereto

(the “Initial Purchasers”) for whom you are acting as representatives (the “Representatives”) C$500

million aggregate principal amount of its 4.300% Senior Notes due 2033 (the “Notes”) to be guaranteed (the “Guarantees”)

on a senior unsecured basis by Molson Coors Beverage Company, a Delaware corporation (the “Parent”) and each of the

Parent’s subsidiaries listed on Schedule II hereto and such other subsidiaries as may be required from time to time pursuant to

the Indenture (as defined below) (collectively, the “Subsidiary Guarantors” and, with the Parent, the “Guarantors”)

(such Notes, as guaranteed, the “Securities”). To the extent that there are no additional Initial Purchasers listed

on Schedule I hereto other than you, the terms Representatives and Initial Purchasers as used herein shall mean you, as Initial Purchasers.

The Securities are to be issued pursuant to the

provisions of an indenture, dated as of July 7, 2016 as supplemented and amended by the second supplemental indenture dated August 19,

2016, the third supplemental indenture dated September 30, 2016, the fourth supplemental Indenture dated October 11, 2016, the

fifth supplemental indenture dated January 11, 2018 and the sixth supplemental Indenture dated as of August 31, 2020 (collectively,

the “Base Indenture”) as supplemented by the seventh supplemental indenture thereto, to be dated as of May 27,

2026 (the “Supplemental Indenture”, and the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”)

among the Parent, the Issuer, the Subsidiary Guarantors and Computershare Trust Company of Canada, as trustee (the “Trustee”).

This Agreement, the Indenture and the Securities are referred to herein collectively as the “Operative Documents.”

The Securities will be offered and sold only to

purchasers resident in a Qualifying Province (as defined below), without being qualified under a prospectus in any Canadian jurisdiction,

in reliance on the “accredited investor exemption” as defined under National Instrument 45-106 – Prospectus Exemptions

(“NI 45-106”), provided that, if any purchasers under such “accredited investor exemption” are individuals,

such purchasers are also “permitted clients” as such term is defined under National Instrument 31-103 – Registration

Requirements, Exemptions and Ongoing Registrant Obligations. The Securities will be offered without being registered under the United

States Securities Act of 1933, as amended (the “Act”), in reliance on Regulation S under the Act.

In connection with the sale of the Securities (the

“Offering”), the Issuer has prepared a preliminary confidential offering memorandum dated May 20, 2026 (the “Preliminary

Memorandum”) and a final confidential offering memorandum dated the date hereof (the “Final Memorandum” and,

with the Preliminary Memorandum, each a “Memorandum”) including or incorporating by reference a description of the

terms of the Securities, the terms of the Offering and a description of the Issuer and the Guarantors. As used herein, the term “Memorandum”

shall include, in each case, the documents incorporated by reference therein. The terms “supplement”, “amendment”

and “amend” as used herein with respect to a Memorandum shall include all documents incorporated or deemed incorporated

by reference in the Preliminary Memorandum or Final Memorandum and any changes that are made to either Memorandum subsequent to the date

of this Agreement but on or prior to the date that is the later of the Closing Date (as defined below) and the date on which all of the

Securities shall have been sold by the Initial Purchasers. The Issuer and the Guarantors have also prepared and made available through

the facilities of NetRoadshow, Inc. the investor presentation dated May 2026 (the “Investor Presentation”),

and in connection with the Offering, the Initial Purchasers have prepared and made available to prospective purchasers a term sheet (the

“Term Sheet”) in respect of the Offering substantially in the form appended as Schedule III hereto.

1.              Representations

and Warranties. Each of the Issuer and the Guarantors represents and warrants, and agrees with you that:

(a)           Each

document, if any, filed or to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

and incorporated or deemed to be incorporated by reference in either Memorandum complied or will comply, as the case may be, when so filed

in all material respects with the Exchange Act and the applicable rules and regulations thereunder and each document that will be

filed under the Exchange Act and incorporated and deemed incorporated by reference to either Memorandum will be promptly after such filing

under the Exchange Act, filed with the Canadian Securities Commissions on the System for Electronic Document Analysis and Retrieval+ as

required by Canadian Securities Laws, and each such document satisfies or will satisfy the requirements of Canadian Securities Laws.

(b)           As

of the Applicable Time (as defined below) and as of the Closing Date (as defined below), neither (i) the Preliminary Memorandum (including

any supplement or amendment thereto) nor (ii) the Final Memorandum (including any supplement or amendment thereto), used by the Initial

Purchasers to confirm sales, included or will include any untrue statement of a material fact or omitted or will omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,

provided, however, that the Issuer and the Guarantors make no representations or warranties as to information contained in or omitted

from either Memorandum in reliance upon, and in conformity with, written information furnished to the Issuer by or on behalf of any Initial

Purchaser through the Representatives, specifically for use therein, it being understood and agreed that the only such information is

that described in Section 12 herein. As used in this subsection and elsewhere in this Agreement:

“Applicable Time”

means 5:00 p.m. (New York time) on the date of this Agreement or such other time as agreed to in writing by the Issuer and the Representatives.

“business

day” means a day on which the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange are open

for trading.

“Canadian Securities Commissions”

shall mean the securities commission or other securities regulatory authority in each of the Qualifying Provinces.

“Canadian Securities Laws”

shall mean the securities laws, rules and regulations of, and the written policies, blanket rulings, orders and notices implemented

by the securities commission or other appropriate regulatory authority in, each Qualifying Province, as may be in force from time to time,

as the same may be modified by any discretionary relief therefrom granted by the Canadian Securities Commissions.

“Commission” shall

mean the United States Securities and Exchange Commission.

“Qualifying Provinces”

shall mean each of the provinces of Canada.

“subsidiary” means,

with respect to any person at any date, any corporation, limited liability company, partnership, association or other entity of which

securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more

than 50% of the general partnership interests are, as of such date, owned, controlled or held.

“Subsidiary” means

any subsidiary of the Parent.

Preliminary Memorandum and the Final Memorandum comply in all material respects with applicable requirements of Canadian Securities Laws

and are the only documents or materials that the Issuer or any of the Guarantors have distributed or will distribute in connection with

the Offering, prior to the Closing Date which would constitute an “offering memorandum” as defined under applicable Canadian

Securities Laws.

(d)           Each

of the Issuer and the Parent has been duly organized, is validly existing in good standing under the laws of the State of Delaware, has

the power and authority to own its property and to conduct its business as described in each Memorandum and is duly qualified to transact

business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires

such qualification, except where the failure to be so qualified or be in good standing would not have a material adverse effect on the

business condition, financial condition or results of operations of the Issuer, the Parent and the Subsidiaries taken as a whole, or on

the performance of the Issuer and the Guarantors of their respective obligations under the Securities (a “Material Adverse Effect”).

(e)           Each

Subsidiary (including the Subsidiary Guarantors) has been duly organized, is validly existing and in good standing (to the extent such

concept is applicable) under the laws of the jurisdiction of its organization, has all requisite power and authority to own its property

and to conduct its business as described in each Memorandum and is duly qualified to transact business and is in good standing (to the

extent such concept is applicable) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires

such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse

Effect; with respect to each of the Subsidiaries that is a corporation or an unlimited liability company, all of the issued shares of

capital stock of each such Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and the majority

of such shares are owned directly or indirectly by the Parent, free and clear of all liens, encumbrances, equities or claims and with

respect to each of the Subsidiaries that is a limited liability partnership or limited liability company, all partnership or limited liability

interests, as the case may be, are owned directly or indirectly by the Parent, free and clear of all liens, encumbrances, equities or

claims (except as set forth in their respective operating or partnership agreements), in each case except as disclosed in each Memorandum.

(f)            The

financial statements of the Parent and its Subsidiaries and the related notes thereto included or incorporated by reference in each Memorandum

comply in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission thereunder

(the “Rules and Regulations”), the Exchange Act, and the rules and regulations of the Commission thereunder,

and Canadian Securities Laws, as applicable, and present fairly the financial position of the Parent and its consolidated Subsidiaries,

as the case may be, as of the dates indicated and the results of their operations and the changes in their cash flows for the periods

specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent

basis throughout the periods covered thereby; and the other financial information of the Parent and its Subsidiaries included or incorporated

by reference in the Preliminary Memorandum and the Final Memorandum has been derived from the accounting records of the Parent and its

Subsidiaries, as the case may be, and presents fairly the information shown thereby. Except for such financial statements specifically

waived by the Commission, there are no financial statements (historical or pro forma) that are required to be included in the registration

statement and prospectuses filed by the Parent under the Act in respect of the Concurrent Offering Securities (as defined below) that

are not included in the Preliminary Memorandum and the Final Memorandum.

(g)           This

Agreement has been duly authorized, executed and delivered by the Issuer and the Guarantors.

(h)           The

Securities and the Guarantees have been duly authorized by, as applicable, the Issuer and the Guarantors and, when the Notes are executed

and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers on the Closing

Date, in accordance with the terms of this Agreement, will be valid and binding obligations of the Issuer and the Guarantors, as applicable,

in each case, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting

creditors’ rights generally and general principles of equity, and will be entitled to the benefits of the Indenture.

(i)            The

obligations under the Indenture will be guaranteed by the Guarantors. The Indenture has been duly authorized by the Issuer and the Guarantors.

The Base Indenture has been duly executed and delivered by the Issuer and the Guarantors, a party thereto. As of the Closing Date, the

Supplemental Indenture will have been duly executed and delivered by, and the Indenture will be a valid and binding agreement of, the

Issuer and the Guarantors, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting

creditors’ rights generally and general principles of equity.

(j)            [Reserved.]

(k)           The

Indenture and the Securities conform in all material respects to the description thereof contained in the Preliminary Memorandum and the

Final Memorandum.

(l)            The

capitalization of the Parent set forth in the Preliminary Memorandum and the Final Memorandum under the caption “Capitalization”

accurately and fairly presents and summarizes the information set forth therein.

(m)          The

execution and delivery by the Issuer and the Guarantors of, and, the performance by the Issuer and the Guarantors of their respective

obligations under, the Operative Documents will not contravene (i) any agreement or other instrument binding upon the Issuer or the

Guarantors or any of their subsidiaries that is material to the Issuer, the Guarantors and their subsidiaries, taken as a whole, or any

provision of applicable law, (ii) the certificate of incorporation or by-laws, articles of incorporation, partnership agreement or

similar organizational documents, as the case may be, of the Issuer and the Guarantors, or (iii) any judgment, order or decree of

any governmental body, agency or court having jurisdiction over the Issuer, the Guarantors or any of their subsidiaries, and no consent,

approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Issuer

and the Guarantors of their respective obligations under the Operative Documents, except, in the case of clauses (i) and (iii), to

the extent that failure to comply would not, singly or in the aggregate, have a Material Adverse Effect.

(n)           There

has not occurred any material adverse change, or any development involving a prospective material adverse change on the business condition,

financial condition or results of operations of the Issuer, the Guarantors and any of their subsidiaries, taken as a whole, from that

set forth in the Preliminary Memorandum and the Final Memorandum (exclusive of any amendments or supplements thereto subsequent to the

date of this Agreement).

(o)           There

are no legal or governmental proceedings pending or, to the knowledge of the Issuer and the Guarantors, threatened to which the Issuer,

the Guarantors or any of their subsidiaries, is a party or to which any of the properties of the Issuer, the Guarantors or any of their

subsidiaries is subject other than proceedings accurately described in all material respects in the Preliminary Memorandum and the Final

Memorandum and proceedings that would not have a Material Adverse Effect or affect the power or ability of the Issuer and the Guarantors

to perform their obligations under the Operative Documents or to consummate the transactions contemplated by the Preliminary Memorandum

and the Final Memorandum.

(p)           None

of the Issuer, the Guarantors or their subsidiaries is in violation or default, as the case may be, of (i) any provision of its charter

or bylaws or similar organizational documents, as the case may be, (ii) the terms of any indenture, contract, lease, mortgage, deed

of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound

or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory

body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Issuer, such Guarantor or such

subsidiary or any of their respective properties, as applicable, except, with respect to (ii) or (iii) for any such violation

or default that would not, singly or in the aggregate, have a Material Adverse Effect.

(q)           Neither

the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of

the terms hereof will conflict with, result in a breach or violation of, any statute, law, rule or regulation of any regulatory body,

administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Issuer, any Guarantor or any of their

subsidiaries or any of their respective properties, as applicable, except as would not, individually or in the aggregate have a Material

Adverse Effect.

(r)            The

Issuer, the Guarantors and their subsidiaries (i) are in compliance with all applicable foreign, federal, state, provincial and local

laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes,

pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals

required of them under Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions

of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits,

licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly

or in the aggregate, have a Material Adverse Effect.

(s)           Except

as disclosed in the Preliminary Memorandum and the Final Memorandum, there are no costs or liabilities associated with Environmental Laws

(including, without limitation, any capital or operating expenditures required for cleanup, closure of properties or compliance with Environmental

Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties)

related to the Issuer, the Guarantors or any of their subsidiaries which would, singly or in the aggregate, have a Material Adverse Effect.

(t)            The

Issuer, the Guarantors and their subsidiaries are not, and after giving effect to the offering and sale of the Securities, the Concurrent

Offering Securities (as defined below) and the application of the proceeds thereof as described in the Preliminary Memorandum and the

Final Memorandum, will not be, an “investment company” required to be registered under the Investment Company Act of 1940,

as amended.

(u)            (i)

None of the Issuer, the Guarantors nor any of their subsidiaries, nor, to the Parent’s knowledge, any director, officer,

employee, agent, representative or affiliate of the Issuer, the Guarantors or of any of their subsidiaries, has taken or will take

any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money,

property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer

or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting

in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for

political office) to influence official action or secure an improper advantage in violation in any material respect of any

applicable anti-corruption law, including without limitation, the Foreign Corrupt Practices Act of 1977, as amended and the

rules and regulations thereunder (the “FCPA”); and (ii) and the Issuer, the Guarantors and their

subsidiaries and, to the Parent’s knowledge, their affiliates have conducted their businesses in compliance in all material

respects with applicable anti-corruption laws, including the FCPA, and have instituted and maintain policies and procedures designed

to promote and achieve compliance with such laws and with the representation and warranty contained herein.

(v)            The

operations of the Issuer, the Guarantors and their subsidiaries are and have been conducted at all times in compliance with all applicable

financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and

Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the

applicable anti-money laundering statutes of jurisdictions where the Issuer, the Guarantors and their subsidiaries , respectively, conduct

business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered

or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”).

No action, suit or proceeding by or before

any court or governmental agency, authority or body or any arbitrator involving the Issuer, the Guarantors or any of their subsidiaries

with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Parent or the Issuer, threatened.

(w)           (i)           None

of the Issuer, the Guarantors or any of their subsidiaries or controlled affiliates, nor to the knowledge of the Issuer, the Guarantors

or such subsidiaries, any director, officer, employee, agent, or representative of the Issuer, the Guarantors or any of their subsidiaries

or controlled affiliates, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that

is the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control,

the United Nations Security Council, the European Union (“EU”), HM Treasury, or other relevant sanctions authority

(collectively, “Sanctions”).

(ii)            None

of the Issuer, the Guarantors or any of their subsidiaries are located, organized or resident in a country or territory that is the subject

of Sanctions (including, without limitation, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson

Regions of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic and any other Covered

Region of Ukraine as may be identified by the Secretary of the Treasury, in consultation with the Secretary of State, pursuant to Executive

Order 14065, Cuba, Iran, North Korea and Syria).

(iii)           The

Issuer will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds

to any subsidiary, joint venture partner or other Person to finance any activities or business in any country or territory, or with or

of any Person, that, at the time of such financing, is the subject of Sanctions.

(iv)          Since

April 24, 2019, the Issuer, the Guarantors and their respective subsidiaries have not knowingly engaged in and are not now knowingly

engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction

is or was the subject of Sanctions.

(x)            The

interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly

presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and

guidelines applicable thereto.

(y)           PricewaterhouseCoopers

LLP, who have certified certain financial statements of the Parent and its Subsidiaries are independent public accountants with respect

to the Parent and its Subsidiaries within the meaning of the Act and the applicable Rules and Regulations.

(z)            Except

as disclosed in the Preliminary Memorandum and the Final Memorandum, neither the Issuer nor any of the Guarantors is aware of (i) any

material weakness in its internal control over financial reporting or its disclosure controls and procedures or (ii) any change in

internal control over financial reporting or its disclosure controls and procedures that has materially affected, or is reasonably likely

to materially affect, the Parent’s internal control over financial reporting or its disclosure controls and procedures.

(aa)          Solely

to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission and the

NYSE thereunder (the “Sarbanes-Oxley Act”) has been applicable to the Parent, the Parent is in compliance in all material

respects with all applicable provisions of the Sarbanes-Oxley Act.

(bb)         The

Issuer, the Guarantors and their subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise

use, all real property, and have good marketable title to, or have valid rights to lease or otherwise use, all personal property, in each

case, which is material to the business of the Issuer and the Guarantors, in each case free and clear of all liens, encumbrances and defects

except such as are described in the Preliminary Memorandum and the Final Memorandum or such as do not materially affect the value of such

property and do not interfere with the use made and proposed to be made of such property by the Issuer, the Guarantors and their subsidiaries

except where failure to have such title would have a Material Adverse Effect, and any real property, sites and buildings held under lease

by the Issuer, the Guarantors or their subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions

as would not have a Material Adverse Effect, in each case except as described in the Preliminary Memorandum and the Final Memorandum.

(cc)         The

Issuer, the Guarantors and their subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks,

service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, and know-how (including trade secrets

and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of

their respective businesses with such exceptions as would not have a Material Adverse Effect; and the conduct of their respective businesses,

as currently conducted, does not infringe with any such rights of others in a manner that would reasonably be likely to, singly or in

the aggregate, result in a Material Adverse Effect.

(dd)        Neither

the Issuer nor any of the Guarantors has taken, directly or indirectly, any action, designed to or that could reasonably be expected to

cause or result in any stabilization or manipulation of the price of the Securities.

(ee)         No

Subsidiary has guaranteed any security of the Parent, the Issuer or of any other Subsidiary, except as set forth in the Preliminary Memorandum

and the Final Memorandum.

(ff)          None

of the Issuer, the Guarantors or their affiliates controlled by them or any person acting on their behalf (other than the Initial Purchasers)

has engaged in any directed selling efforts (as that term is defined in Regulation S under the Act) with respect to the Securities and

all such persons have complied with the offering restrictions requirement of Regulation S.

(gg)        Except

as disclosed in the Preliminary Memorandum and the Final Memorandum and except as would not have a Material Adverse Effect, (i) there

has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Parent, the Issuer,

the Guarantors and their subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases

(including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained,

processed or stored by the Parent, the Issuer, the Guarantors and their subsidiaries, and any such data processed or stored by third parties

on behalf of the Parent, the Issuer, the Guarantors and their subsidiaries), equipment or technology (collectively, “IT Systems

and Data”): (ii) neither the Parent, the Issuer, the Guarantors nor their subsidiaries have been notified of, and have

no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other

compromise to their IT Systems and Data and (iii) the Parent, the Issuer, the Guarantors and their subsidiaries have implemented

appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation,

redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable

regulatory standards. The Parent, the Issuer, the Guarantors and their subsidiaries are presently in material compliance with all applicable

laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,

internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such

IT Systems and Data from unauthorized use, access, misappropriation or modification.

2.             Purchase,

Sale and Delivery of the Securities.

(a)            Subject

to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer agrees to sell to each

Initial Purchaser, and each Initial Purchaser agrees, subject to the conditions hereinafter stated, severally and not jointly, to purchase

from the Issuer, at the purchase price of 99.848% of the principal amount of the Notes set forth opposite such Initial Purchaser’s

name in Schedule I hereto. The parties agree that, in consideration of the services rendered or to be rendered to it by the Initial Purchasers

in connection with the Offering, the Issuer or a Guarantor shall, on the closing of the Offering, pay to the Representatives, on behalf

of all of the Initial Purchasers, a fee equal to 0.37% of the aggregate principal amount of the Notes (in aggregate, the “Initial

Purchasers’ Fee”). Each Initial Purchaser shall be entitled to receive that portion of the Initial Purchasers’ Fee

that is proportionate to its respective purchase obligations set forth in Schedule I.

(b)           Delivery

of and payment for the Securities shall be made at 10:00 am (Toronto time), on May 27, 2026, or at such time on such later

date not more than three business days after the foregoing date as the Representatives shall designate, which date and time may be postponed

by agreement between the Representatives and the Issuer or as provided in Section 9 hereof (such date and time of delivery and payment

for the Securities being herein called the “Closing Date”) at the offices of McCarthy Tétrault LLP. Delivery

of the Securities shall be made to the Representatives for the respective accounts of the several Initial Purchasers against payment by

the several Initial Purchasers through the Representatives of the purchase price thereof to or upon the order of the Issuer by wire transfer

payable in same-day funds to an account specified by the Issuer. Certificates for the Securities shall be in definitive form or global

form, as specified by the Representatives, and registered in such names and in such denominations as the Representatives shall request

in writing not later than one full business day prior to the Closing Date. The certificates evidencing the Notes shall be delivered to

the Representatives on the Closing Date for the respective accounts of the several Initial Purchasers, with any transfer taxes payable

in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment of the purchase price therefor.

3.             Terms

of Offering. You have advised the Issuer that the Initial Purchasers will make an offering of the Securities purchased by the Initial

Purchasers hereunder on the terms to be set forth in this Agreement and the Final Memorandum, as soon as practicable after this Agreement

is entered into as in your judgment is advisable. The parties acknowledge and agree that the sale, resale and delivery of the Securities

is conditional upon such sale and resale being exempt from the prospectus filing requirements of any Canadian Securities Laws.

4.             Conditions

to the Initial Purchasers’ Obligations. The several obligations of the Initial Purchasers to purchase and pay for the Securities

on the Closing Date, are subject to the following conditions:

(a)           Subsequent

to the execution and delivery of this Agreement and prior to (and including) the Closing Date:

(i)             there

shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review

for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Issuer’s or

the Guarantors’ securities by any “nationally recognized statistical rating organization,” as such term is defined for

purposes of Rule 3(a)(62) under the Exchange Act; and

(ii)            there

shall not have occurred any adverse change, or any development involving a prospective adverse change, in the business condition, financial

condition or results of operations of the Issuer, the Guarantors and their subsidiaries, taken as a whole, from that set forth in the

Preliminary Memorandum and the Final Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)

that, in your judgment, is so material and adverse and that makes it, in your judgment, impractical or inadvisable to proceed with the

offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Preliminary Memorandum and the Final Memorandum.

(b)           The

Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date, and signed by an executive officer of

the Parent, to the effect set forth in Section 4(a)(i) and to the effect that the representations and warranties of the Issuer

and the Guarantors contained in this Agreement are true and correct as of the Closing Date and that each of the Issuer and the Guarantors

has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before

the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings

threatened.

Initial Purchasers shall have received on the Closing Date an opinion of McCarthy Tétrault LLP, outside Canadian counsel for the

Issuer and certain of the Guarantors, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(d)           The

Initial Purchasers shall have received on the Closing Date an opinion of Kirkland & Ellis LLP, outside United States counsel

for the Issuer and certain of the Guarantors, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(e)           The

Initial Purchasers shall have received on the Closing Date an opinion of Perkins Coie LLP, outside Colorado counsel for certain of the

Guarantors, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(f)            The

Initial Purchasers shall have received on the Closing Date an opinion of Cox & Palmer, outside Nova Scotia counsel for Molson

Coors International General, ULC, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(g)           The

Initial Purchasers shall have received on the Closing Date an opinion of Davies Ward Phillips & Vineberg LLP, outside Canadian

counsel for the Initial Purchasers, dated the Closing Date, with respect to such matters as the Representatives may reasonably request,

and such counsel shall have received such documents and information as they may reasonably request for them to pass upon such matters.

(h)           The

Initial Purchasers shall have received on the Closing Date an opinion of Davis Polk & Wardwell LLP, outside United States counsel

for the Initial Purchasers, dated the Closing Date, with respect to such matters as the Representatives may reasonably request, and such

counsel shall have received such documents and information as they may reasonably request for them to pass upon such matters.

The opinions of McCarthy Tétrault, Kirkland &

Ellis LLP, Perkins Coie LLP, and Cox & Palmer, described in Sections 4(c), 4(d), 4(e) and 4(f) respectively above shall

be rendered to the Initial Purchasers at the request of the Issuer and the Parent and shall so state therein.

(i)            The

Initial Purchasers shall have received on each of the date hereof and the Closing Date a letter dated the date hereof or the Closing Date,

as the case may be, in form and substance satisfactory to the Initial Purchasers and PricewaterhouseCoopers LLP, from PricewaterhouseCoopers

LLP, independent public accountants to the Parent and its Subsidiaries, containing statements and information of the type ordinarily included

in accountants’ “comfort letters” to initial purchasers with respect to the financial statements and certain financial

information of the Parent and its Subsidiaries contained in, and incorporated by reference into, the Final Memorandum; provided,

however, that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the third business

day prior to the Closing Date.

(j)            The

Issuer, the Guarantors and the Trustee shall have executed and delivered the Indenture, and the Initial Purchasers shall have received

an original copy thereof, duly executed by the Issuer, the Guarantors and the Trustee.

(k)            The

Issuer shall have met all requirements of CDS Clearing and Depository Services Inc. necessary to make use of its book entry system.

(l)            No

action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state,

foreign or provincial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities

by the Issuer; and no injunction or order of any United States federal or state court or Canadian federal or provincial court shall have

been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities by the Issuer.

(m)          The

Initial Purchasers shall have received such other documents and certificates as are reasonably requested by you or your counsel.

Each certificate signed by any officer of the Issuer

or any Guarantor and delivered to the Initial Purchasers or their counsel pursuant to, or in connection with, this Agreement, shall be

deemed to be a representation and warranty by the Issuer or such Guarantor, as applicable, to the Initial Purchasers as to matters covered

by such certificate.

5.             Covenants

of the Issuer and the Guarantors. In further consideration of the agreements of the Initial Purchasers contained in this Agreement,

each of the Issuer and the Guarantors covenants with each Initial Purchaser as follows:

(a)           To

furnish to the Initial Purchasers in Toronto, without charge, prior to 10:00 am (Toronto) time on the business day next succeeding the

date of this Agreement and during the period mentioned in Section 5(c), as many copies of the Final Memorandum as the Initial Purchasers

may reasonably request, unless a pdf copy of such document has been previously delivered to you.

(b)           Before

amending or supplementing either Memorandum at any time prior to the completion of the distribution of the Securities, the Issuer shall

furnish to the Representatives a copy of each such proposed amendment or supplement and neither the Issuer nor the Guarantors shall file

or use any such proposed amendment or supplement to which the Representatives reasonably object.

of the Issuer and the Guarantors will comply with Canadian Securities Laws so as to permit the completion of the distribution of the Securities

as contemplated in this Agreement and the Final Memorandum. If, at any time prior to the completion of the distribution of the Securities,

any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to

make the statements therein, in the light of the circumstances under which they were made or then prevailing, not misleading, or, if it

is necessary at any time to amend or supplement the Final Memorandum to comply with applicable law, the Issuer and the Guarantors promptly

shall notify the Representatives of any such event or condition and prepare and furnish to the Representatives an appropriate amendment

or supplement to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light

of the circumstances under which they were made or then prevailing, be misleading, or so that the Final Memorandum, as amended or supplemented,

will comply with applicable law.

(d)           The

Issuer shall, as soon as reasonably practicable and in any event prior to the Closing Date, use its reasonable best efforts to fulfil

to the satisfaction of legal counsel to the Initial Purchasers, acting reasonably, all legal requirements (including, without limitation,

compliance with all applicable Canadian Securities Laws), to be fulfilled by the Issuer to enable the Securities to be offered for sale

and sold in the Qualifying Provinces by the Initial Purchasers in accordance with the “accredited investor exemption” as defined

in NI 45-106. The parties acknowledge and agree that the Issuer, Parent or the Initial Purchasers are required to disclose to applicable

securities regulatory authorities the identity of certain of the beneficial purchasers of the Securities. Provided that the Representatives

provide to the Issuer, as soon as practicable and, in any event, in sufficient time to allow the Issuer to comply with all applicable

Canadian Securities Laws, a list setting out the purchaser information required by the Issuer to file applicable private placement notices

and pay applicable fees, the Issuer shall file or cause to be filed with the applicable Canadian Securities Commissions all information

and forms required to be supplied or filed by it in connection with the Offering under applicable Canadian Securities Laws including,

without limitation, filing the Final Memorandum and the reports on Form 45-106F1 or the equivalent required under applicable Canadian

Securities Laws. The Initial Purchasers also acknowledge that the Securities will be subject to resale restrictions under applicable securities

legislation and rules and hereby agree that the Initial Purchasers will comply with all relevant securities legislation and rules concerning

any resale of the Securities and will consult with their own legal advisers with respect to complying with all applicable restrictions

applying to any such resale.

(e)           The

Issuer and the Parent will apply the net proceeds from the sale of the Securities as described in the Preliminary Memorandum and the Final

Memorandum under the heading “Use of Proceeds”.

(f)            The

Issuer shall make generally available to the Issuer’s and the Guarantors’ security holders and to the Representatives as soon

as practicable an earnings statement of the Parent and its Subsidiaries (which need not be audited) that satisfies the provisions of Section 11(a) of

the Act and the rules and regulations of the Commission thereunder.

(g)           During

the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise

dispose of any debt securities of the Parent or the Issuer or warrants to purchase or otherwise acquire debt securities of the Parent

or the Issuer substantially similar to the Securities (other than (i) the Securities, (ii) U.S. dollar-denominated notes expected

to be issued by the Parent on the Closing Date, as described in the Final Memorandum (the “Concurrent Offering Securities”),

(iii) commercial paper issued in the ordinary course of business or (iv) debt securities or warrants to purchase debt securities

permitted with the prior written consent of the Representatives).

(h)           For

the period of one year following the date of this Agreement, the Issuer shall furnish to the holders of the Securities as soon as practicable

after the end of each fiscal year an annual report of the Parent (including a balance sheet and statements of income, stockholders’

equity and cash flows of the Parent and its consolidated Subsidiaries certified by independent public accountants) and, as soon as practicable

after the end of each of the first three quarters of each fiscal year (beginning with the first fiscal quarter ending after the Closing

Date), to make available to the holders of the Securities consolidated summary financial information of the Parent and its consolidated

Subsidiaries for such quarter in reasonable detail; provided that the Issuer shall not be required to furnish materials pursuant

to this paragraph that are filed with the Canadian Securities Commissions and publicly accessible on the System for Electronic Document

Analysis and Retrieval (SEDAR+) or via the EDGAR database.

(i)            The

Issuer and the Parent shall not invest or otherwise use the proceeds received by the Issuer from its sale of the Securities in such a

manner as would require the Issuer, the Parent or any of the Parent’s subsidiaries to register as an investment company under the

Investment Company Act.

(j)            Neither

the Issuer nor any of the Guarantors will take, directly or indirectly, any action designed to cause or result in, or that has constituted

or might reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of

any securities of the Parent or the Issuer to facilitate the sale or resale of the Securities.

(k)           None

of the Issuer, the Guarantors or their affiliates controlled by them or any person acting on their behalf (other than the Initial Purchasers)

will engage in any directed selling efforts (as that term is defined in Regulation S under the Act) with respect to the Securities, and

all such persons will comply with the offering restrictions requirement of Regulation S.

6.             Representations,

Warranties and Covenants of the Initial Purchasers.

(a)           Each

Initial Purchaser, severally and not jointly, agrees with the Issuer that it has not and will not offer or sell the Notes except to persons

in any province of Canada in accordance with the local laws and customary practices and documentation of Canada.

(b)           Each

Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Issuer and the Guarantors that:

(i)             such

Initial Purchaser understands that no action has been or will be taken in any jurisdiction by the Issuer or the Parent that would permit

a public offering of the Notes, or possession or distribution of either Memorandum or any other offering or publicity material relating

to the Notes, in any country or jurisdiction where action for that purpose is required;

(ii)            such

Initial Purchaser will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers

Notes or has in its possession or distributes either Memorandum or any such other material, in all cases at its own expense;

(iii)           the

Notes have not (A) been registered under the Act and may not be offered or sold within the United States or to, or for the account

or benefit of, U.S. persons, or (B) been qualified by a prospectus under Canadian Securities Laws and may not be offered or sold

to persons in Canada except in accordance with, or pursuant to an exemption from, the prospectus requirements of Canadian Securities Laws;

(iv)          such

Initial Purchaser is duly registered in the proper category of registration in accordance with, or is exempt from the requirements to

so register, and has complied and will comply with, Canadian Securities Laws in connection with soliciting offers to purchase the Notes

in the Qualifying Provinces and have offered and will offer for sale and sell the Notes only in the Qualifying Provinces to purchasers

who are “accredited investors” as defined under NI 45-106 or Section 73.3(1) of the Securities Act (Ontario),

as applicable, under the “accredited investor exemption” as defined in NI 45-106 (provided that, if any purchasers under such

“accredited investor exemption” are individuals, such purchasers are also “permitted clients” as such term is

defined under National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations); and

have offered and shall offer for sale and sell the Notes only to such purchasers and in such manner that, pursuant to Canadian Securities

Laws, no prospectus (as defined under Canadian Securities Laws) need be delivered or filed;

(v)           such

Initial Purchaser has not and will not, in the course of the Offering, offer the Notes through advertisement including, without limitation,

in printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display or any

other form of advertising or as part of a general solicitation, or make available to prospective purchasers any document or written material

other than a Memorandum or the Term Sheet;

(vi)          if

a Memorandum is amended, such Initial Purchaser will promptly, after receipt of a sufficient number of copies or an electronic copy of

such amendment from the Issuer, send a copy of such amendment to all purchasers;

(vii)         such

Initial Purchaser has not entered and will not enter into any contractual arrangement with respect to the distribution of the Notes, except

with another Initial Purchaser or any of their respective affiliates or with the prior written consent of the Issuer;

(viii)        such

Initial Purchaser has not made, nor will such Initial Purchaser make, any written or oral representations to any person: (i) that

any person will resell or repurchase the Notes purchased by such person, (ii) that the Notes will be freely tradeable by the person,

without any restrictions or hold periods, (iii) that any person will refund the purchase price of the Notes, or (iv) as to the

future price or value of the Notes;

(ix)           the

Representatives will provide to the Issuer, as soon as practicable and, in any event, in sufficient time to allow the Issuer to comply

with all applicable Canadian Securities Laws, the information pertaining to each Purchaser, setting out the information required by the

Issuer to file applicable private placement notices and pay applicable fees (which information shall indicate which purchasers are a “Canadian

financial institution” or a “Schedule III bank” as defined in NI 45-106);

(x)            none

of the Initial Purchasers, nor any of their respective affiliates, has distributed or will distribute, prior to the Closing Date, any

document or material which would constitute an “offering memorandum” as defined under applicable Canadian Securities Laws

in connection with the Offering other than the Preliminary Memorandum and the Final Memorandum;

(xi)           the

Initial Purchasers will provide a copy of the Final Offering Memorandum to each person that purchases Notes from them prior to the closing

of the purchase of the Notes;

(xii)          each

Initial Purchaser acknowledges and agrees that it has taken or will take reasonable steps to confirm that each purchaser of Notes meets

the terms and conditions of the “accredited investor exemption” as defined in NI 45-106, obtain, as necessary, and retain

relevant information and documentation to evidence the steps taken to verify compliance with the exemption in accordance with its usual

document retention policies and procedures in compliance with applicable laws, and provide to the Issuer forthwith upon request all such

information or documentation as the Issuer may reasonably request in good faith and solely for the purpose of complying with a request

from a Canadian Securities Commission (including identifying whether the purchaser is purchasing for its own account and what category

of “accredited investor” the purchaser falls into);

(xiii)         each

Initial Purchaser agrees that, if it involves any members of any banking, selling or other group in the distribution of Notes, it will

cause agreements and acknowledgements substantially the same as the agreements and acknowledgements contained in the foregoing subparagraph

to be contained in an agreement with each of the members of such group; and

(xiv)         each

Initial Purchasers shall provide to the Issuer two copies of the United States Internal Revenue Service Form W-8 or Form W-9,

as applicable, on or before payment hereunder.

7.             Expenses.

Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, each of the Issuer and

the Guarantors agrees to pay or cause to be paid all reasonable expenses incident to the performance of their obligations under this Agreement,

including: (a) the fees, disbursements and expenses of counsel and accountants to the Issuer and the Guarantors in connection with

the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of each Memorandum and all amendments

and supplements thereto, including, if applicable, all printing costs associated therewith, and the mailing and delivering of copies thereof

to the Initial Purchasers, in the quantities herein above specified, (b) all costs and expenses related to the transfer and delivery

of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (c) any fees charged by rating

agencies for the rating of the Securities, (d) the costs and charges of the Trustee and any registrar or depositary, (e) all

filing fees in connection with reports of exempt trades filed with Canadian Securities Commissions, (f) any fees payable and paid

by the Initial Purchasers to the Canadian Investment Regulatory Organization in connection with the performance by the Initial Purchasers

of their obligations hereunder and (g) all other costs and expenses incident to the performance of the obligations of the Issuer

and the Guarantors hereunder for which provision is not otherwise made in this section. It is understood, however, that except as provided

in this Section 7, Section 8 entitled “Indemnity and Contribution”, and the last paragraph of Section 10 below,

the Initial Purchasers will pay all their own costs and expenses, including fees and disbursements of their counsel. Each of the Issuer

and the Guarantors agrees to pay the costs and expenses of the Issuer and the Guarantors relating to investor presentations on any “road

show” undertaken in connection with the marketing of the offering of the Securities, including expenses associated with the

production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations

with the prior written approval of the Issuer, travel and lodging expenses of the representatives and officers of the Issuer and any such

consultants, and the proportionate share of the cost of any aircraft chartered in connection with the road show.

8.             Indemnity

and Contribution.

(a)           Each

of the Issuer and the Guarantors agrees:

(i)             to

indemnify and hold harmless each Initial Purchaser, the directors, officers, employees, agents and affiliates (within the meaning of Rule 405

under the Act) of each Initial Purchaser and each person, if any, who controls any Initial Purchaser within the meaning of either Section 15

of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which such Initial Purchaser

or any such controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or

actions or proceedings in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of

any material fact contained in the Preliminary Memorandum, the Final Memorandum or the Investor Presentation or any amendment or supplement

thereto or (B) with respect to the Preliminary Memorandum, the Final Memorandum or the Investor Presentation or any amendment or

supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make

the statements therein not misleading in the light of the circumstances under which they were made; provided, however, that

neither the Issuer nor any Guarantor will be liable in any such case to the extent that any such loss, claim, damage or liability arises

out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission made in the Preliminary Memorandum

or the Final Memorandum, or such amendment or supplement, in reliance upon and in conformity with written information furnished to the

Issuer by or on behalf of any Initial Purchaser through the Representatives specifically for use therein, it being understood and agreed

that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 12 herein;

and

(ii)            to

reimburse each Initial Purchaser, each Initial Purchasers’ directors, officers, employees, agents and affiliates and each such controlling

person upon demand for any legal or other out-of-pocket expenses reasonably incurred by such Initial Purchaser, such Initial Purchaser’s

director, officer, employee, agent, affiliate or controlling person in connection with investigating or defending any such loss, claim,

damage or liability, action or proceeding or in responding to a subpoena or governmental inquiry related to the offering of the Securities,

whether or not such Initial Purchaser, such Initial Purchaser’s director, officer, employee, agent, affiliate or controlling person

is a party to any action or proceeding. In the event that it is finally judicially determined that the Initial Purchasers were not entitled

to receive payments for legal and other expenses pursuant to this subparagraph, the Initial Purchasers will promptly return all sums that

had been advanced pursuant hereto.

(b)           Each

Initial Purchaser severally and not jointly will indemnify and hold harmless each of the Issuer and the Guarantors, each of its directors,

each of its officers and each person, if any, who controls the Issuer or any Guarantor within the meaning of the Act, against any losses,

claims, damages or liabilities to which the Issuer, any Guarantor or any such director, officer or controlling person may become subject

under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise

out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Memorandum

or the Final Memorandum or any amendment or supplement thereto or (ii) with respect to the Preliminary Memorandum or the Final Memorandum

or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein

or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; and will reimburse

any legal or other expenses reasonably incurred by the Issuer, any such Guarantor or any such director, officer or controlling person

in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however,

that each Initial Purchaser will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue

statement or omission or alleged omission has been made in the Preliminary Memorandum or the Final Memorandum or such amendment or supplement,

in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of any Initial Purchaser through the

Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser

consists of the information described as such in Section 12 herein. In the event that it is finally judicially determined that the

Issuer was not entitled to receive payments for legal and other expenses pursuant to this subparagraph, the Issuer will promptly return

all sums that had been advanced pursuant hereto. This indemnity agreement will be in addition to any liability which such Initial Purchaser

may otherwise have.

case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity

may be sought pursuant to this Section 8, such person (the “indemnified party”) shall promptly notify the person

against whom such indemnity may be sought (the “indemnifying party”) in writing. No indemnification provided for in

Section 8(a) or (b) shall be available to any party who shall fail to give notice as provided in this Section 8(c) if

the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was materially prejudiced

by the failure to give such notice, but the failure to give such notice shall not relieve the indemnifying party or parties from any liability

which it or they may have to the indemnified party for contribution or otherwise than on account of the provisions of Section 8(a) or

(b). In case any such proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement

thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other

indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and

shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party

shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall pay as

incurred (or within 30 days of presentation) the fees and expenses of the counsel retained by the indemnified party in the event (i) the

indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel, (ii) the named

parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation

of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the

indemnifying party shall have failed to assume the defense and employ counsel reasonably satisfactory to the indemnified party within

a reasonable period of time after notice of commencement of the action. Such firm shall be designated in writing by you in the case of

parties indemnified pursuant to Section 8(a) and by the Issuer in the case of parties indemnified pursuant to Section 8(b).

The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with

such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from

and against any loss or liability by reason of such settlement or judgment. In addition, the indemnifying party will not, without the

prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened

claim, action or proceeding of which indemnification may be sought hereunder (whether or not any indemnified party is an actual or potential

party to such claim, action or proceeding) unless such settlement, compromise or consent (i) includes an unconditional release of

each indemnified party from all liability arising out of such claim, action or proceeding and (ii) does not include an admission

of fault or culpability or a failure to act by or on behalf of such indemnified party. If at any time an indemnified party shall have

requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that

it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into

more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall

not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such

indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle.

(d)           To

the extent the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party

under Section 8(a) or (b) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in

respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified

party as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as

is appropriate to reflect the relative benefits received by the Issuer and the Guarantors on the one hand and the Initial Purchasers on

the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted

by applicable law then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion

as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuer and the Guarantors on the one hand

and the Initial Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages

or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative benefits

received by the Issuer and the Guarantors on the one hand and the Initial Purchasers on the other shall be deemed to be in the same proportion

as the total net proceeds from the offering (before deducting expenses) received by the Issuer and the Guarantors bear to the total Initial

Purchasers’ Fee received by the Initial Purchasers, in each case as set forth in the table on the cover page of the Final Memorandum.

The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material

fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer and the Guarantors on

the one hand or the Initial Purchasers on the other and the parties’ relative intent, knowledge, access to information and opportunity

to correct or prevent such statement or omission.

(e)           The

Issuer, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if contributions pursuant to this Section 8(e) were

determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method

of allocation which does not take account of the equitable considerations referred to above in this Section 8(e). The amount paid

or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof)

referred to above in this Section 8(e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified

party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (e), (i) no

Initial Purchaser shall be required to contribute any amount in excess of the Initial Purchasers’ Fee applicable to the Securities

purchased by such Initial Purchaser, and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of

the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’

obligations in this Section 8(e) to contribute are several in proportion to their respective purchase obligations and not joint.

(f)            In

any proceeding relating to the Preliminary Memorandum, the Final Memorandum or the Investor Presentation or any supplement or amendment

thereto, each party against whom contribution may be sought under this Section 8 hereby consents to the jurisdiction of any court

having jurisdiction over any other contributing party, agrees that process issuing from such court may be served upon it by any other

contributing party and consents to the service of such process and agrees that any other contributing party may join it as an additional

defendant in any such proceeding in which such other contributing party is a party.

(g)           Any

losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this

Section 8 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses

are incurred. The indemnity and contribution agreements contained in this Section 8 and the representations and warranties of the

Issuer and the Guarantors set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any

investigation made by or on behalf of any Initial Purchaser, its directors, officers, employees, agents or affiliates or any person controlling

any Initial Purchaser, the Issuer, the Guarantors, its directors or officers or any person controlling the Issuer or the Guarantors, (ii) acceptance

of any Securities and payment therefor hereunder, and any termination of this Agreement. A successor to any Initial Purchaser, its directors,

officers, employees, agents or affiliates or any person controlling any Initial Purchaser, or to the Issuer and the Guarantors, their

respective directors or officers, or any person controlling the Issuer or the Guarantors, shall be entitled to the benefits of the indemnity,

contribution and reimbursement agreements contained in this Section 8.

9.             Termination.

This Agreement shall be subject to termination by notice given by you to the Issuer and the Guarantors, if (a) after the execution

and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited

on or by, as the case may be, the NYSE or the Nasdaq Global Market, (ii) trading of any securities of the Issuer or the Guarantors

shall have been suspended on the NYSE, (iii) a general moratorium on commercial banking activities in New York shall have been declared

by either federal or New York State authorities, (iv) a material disruption in the securities settlement, payment or clearance services

in the United States shall have occurred or (v) there shall have occurred any outbreak or escalation of hostilities or any change

in financial markets or any calamity or crisis that, in your judgment, is material and adverse and (b) in the case of any of the

events specified in clauses 9(a)(i) through 9(a)(v), such events singly or together with any other such event, makes it, in your

judgment, impractical or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated

in the Final Memorandum.

10.           Effectiveness;

Defaulting Initial Purchasers. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If on the Closing Date, any one of the Initial

Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate

principal amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase

is not more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers

shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule

I bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or

in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Initial Purchasers, to purchase

the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date. If

on the Closing Date, any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase Securities which it or they have agreed

to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more

than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representatives

and the Issuer for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without

liability on the part of any non-defaulting Initial Purchaser or of the Issuer and the Guarantors. In any such case either the Representatives

or the Issuer shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required

changes, if any, in the Final Memorandum or in any other documents or arrangements may be effected. Any action taken under this paragraph

shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

If this Agreement shall be terminated by the Initial

Purchasers, or any of them, because of any failure or refusal on the part of the Issuer and the Guarantors to comply with the terms or

to fulfill any of the conditions of this Agreement, or if for any reason the Issuer and the Guarantors shall be unable to perform its

obligations under this Agreement, the Issuer and the Guarantors will reimburse the Initial Purchasers or such Initial Purchasers as have

so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements

of their counsel) reasonably incurred by such Initial Purchasers in connection with this Agreement or the offering contemplated hereunder.

11.           Notices.

All notices and other communications under this Agreement shall be in writing and mailed, delivered or sent by electronic transmission:

if sent to the Initial Purchasers, to each of:

Merrill

Lynch Canada Inc.

181 Bay Street, Suite 400

Toronto, Ontario, M5J 2V8

Attention:

Jamie Hancock, Managing Director

Email:

jamie.hancock@bofa.com

and

BMO Nesbitt Burns Inc.

100 King Street West, 3rd Floor Podium

Toronto, Ontario, M5X 1H3

Attention:

Rohan Sharma, Director

Email:

Rohan.Sharma@bmo.com

and

RBC Dominion Securities Inc.

200 Bay Street, 2nd Floor, North Tower

Toronto, Ontario, M5J 2W7

Attention:

William Lumsden, Managing Director

Email:

william.lumsden@rbccm.com

and

Citigroup Global Markets Canada Inc.

123 Front Street West, 19th Floor

Toronto, Ontario

M5J 2M3

Attention:

Vanessa Hemos, Vice President

Email:

vanessa.hemos@citi.com

and

Goldman

Sachs & Co. LLC

Attention: Registration Department

200 West Street, New York, New York 10282-2198

Attention:

Registration Department

Email:

registration-syndops@ny.email.gs.com

and

J.P.

Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Attention:

Investment Grade Syndicate Desk

Email:

som.bhattacharyya@jpmorgan.com

and

Scotia

Capital Inc.

40 Temperance Street, 4th Floor

Toronto, ON, Canada, M5H 1Y4

Attention:

Jenna Dicks, Managing Director

Email:

jenna.dicks@scotiabank.com

and

Capital One Securities, Inc.

201 St. Charles Ave, Suite 1830

New Orleans, Louisiana 70170

Attention:

Gabrielle Halprin

Email:

gabrielle.halprin@capitalone.com

and

Mizuho Securities Canada Inc.

100 Yonge Street, Suite 1102

Toronto, Ontario M5C 2W1

Attention:

Mark Tuttle, Chief Executive Officer / Ultimate Designated Person

Email:

Mark.Tuttle@mizuhogroup.com

and

Morgan

Stanley Canada Limited

3700-181 Bay Street

37th Floor, P.O. Box 776

Toronto, ON

M5H 2T3

Attention:

Brian Smallhorn, Executive Director, Legal and Compliance

Email:

msclcompliance@morganstanley.com

and

Lloyds

Securities Inc.

1095 Avenue of the Americas, 34th Floor

New York, NY 10036

Attention:

Kelvina Smith, Chief Legal Officer

Email:

kelvina.smith@lbusa.com

with a copy (which shall not constitute notice) to

Davies Ward Phillips & Vineberg llp

155 Wellington Street West

Toronto, Ontario, M5V 3J7

Attention:

Robert S. Murphy

Email:

rmurphy@dwpv.com

and

if sent to the Issuer or any Guarantor, to:

Molson Coors International LP

c/o Molson Coors Beverage Company

3939 West Highland Boulevard

Milwaukee, Wisconsin 53208

Attention: Patrick Porter, Treasurer

Email: patrick.porter@molsoncoors.com

with a copy (which shall not constitute notice) to

McCarthy Tétrault LLP

Suite 5300, TD Bank Tower

66 Wellington Street West

Toronto, Ontario, M5K 1E6

Attention:

Andrew Parker and Louis-Charles Filiatrault

Email:

aparker@mccarthy.ca and lcfiliatrault@mccarthy.ca

12.           Information

Provided by Initial Purchasers. The Issuer, the Guarantors and the Initial Purchasers acknowledge and agree that the only information

furnished or to be furnished by any Initial Purchaser to the Issuer for inclusion in either Memorandum or the Investor Presentation consists

of the following statements in each Memorandum: (a) the marketing names for the Initial Purchasers on the cover page and (b) under

the heading “Plan of Distribution – Certain Relationships Between Us and the Initial Purchasers” (i) in the first

paragraph (related to the “connected issuer” determination) and (ii) in the fourth paragraph (related to trading and

derivative transactions conducted by affiliates).

13.           Counterparts.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including via www.docusign.com

and any other electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic

Signatures and Records Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have

been duly and validly delivered and be valid and effective for all purposes.

14.           Applicable

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

15.           Jurisdiction.

Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related

Proceedings”) shall only be instituted in the federal courts of the United States of America located in the City and County

of New York, Borough of Manhattan or the courts of the State of New York in each case located in the City and County of New York, Borough

of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction

(except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”),

as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Molson Canada 2005 irrevocably

appoints Molson Coors Beverage Company, located at 3939 West Highland Boulevard, Milwaukee, Wisconsin 53208, as its authorized agent upon

which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent, and written

notice of such service to Molson Canada 2005 by the person serving the same to the address provided in this Section 15, shall be

deemed in every respect effective service of process upon Molson Canada 2005 in any such suit or proceeding. The parties irrevocably and

unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably

and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in

any such court has been brought in an inconvenient forum.

16.           Judgment

Currency. The Issuer hereby covenants and agrees that the following provisions shall apply to conversion of currency under this Agreement.

(a)           If,

for the purposes of obtaining judgment in, or enforcing the judgment of, any court, it becomes necessary to convert a sum due hereunder

into any currency other than Canadian dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the

rate of exchange used shall be the rate at which in accordance with normal banking procedures the Representatives could purchase Canadian

dollars with the judgment currency in the city of Toronto on the business day preceding that on which final judgment is given. The obligations

of the Issuer in respect of any sum due from it to any Initial Purchaser shall, notwithstanding any judgment in a currency other than

Canadian dollars, not be discharged until the first business day following receipt by such Initial Purchaser of any sum adjudged to be

so due in such other currency, on which (and only to the extent that) such Initial Purchaser may in accordance with normal banking procedures

purchase Canadian dollars with such other currency.

(b)           The

Issuer and each Guarantor hereby agrees to indemnify the Initial Purchasers and each other indemnified party related to any Initial Purchaser

against any loss incurred by any of them as a result of any judgment or order being given or made for any amount due under this Agreement

being expressed and paid in the judgment currency and as a result of any variation as between (i) the rate of exchange at which the

Canadian dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the spot rate of

exchange in the city of Toronto at which the Issuer or such Guarantor on the date of payment of judgment or order is able to purchase

Canadian dollars with the amount of the judgment currency actually paid by the Issuer or such Guarantor. The foregoing indemnity shall

continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange”

shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, Canadian dollars.

17.            Entire

Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and shall

supersede any and all prior negotiations and understandings, relating to the Offering. This Agreement may only be amended or modified

in any respect by the written agreement of all of the parties hereto.

18.           Time

of the Essence. Time is of the essence of this Agreement.

19.           Severability.

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or

impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

20.           Assignment.

None of the rights and obligations of the parties hereunder shall be assignable or transferable by any party without the prior written

consent of the other parties hereto.

21.           Successors

and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Issuer, the Guarantors

and the Initial Purchasers and their respective executors, heirs, successors and permitted assigns.

22.           Further

Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed

all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions

and intent of this Agreement.

23.           Authority

of the Representatives. Except as set forth in the immediately following sentence, the Representatives are authorized by each of the

other Initial Purchasers to act on their behalf and the Issuer shall be entitled to and shall act on any notice given or agreement entered

into by or on behalf of the Initial Purchasers by the Representatives in accordance with this Section 23. Each of the Representatives

hereby represents and warrants that it has irrevocable authority to bind the Initial Purchasers, except in respect of (i) any consent

to a settlement pursuant to Section 8 (which consent shall be given by the indemnified party) or (ii) any notice of termination

pursuant to Section 9 which notice may be given by any of the Initial Purchasers. The Representatives shall consult reasonably with

the other Initial Purchasers concerning any matter in respect of which it acts as representative of the other Initial Purchasers.

24.           Waiver

of Jury Trial. The Issuer hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial

by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

25.           Headings.

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of

this Agreement.

26.           No

Fiduciary Relationship. The Issuer and each of the Guarantors acknowledge and agree that the Initial Purchasers are acting solely

in the capacity of an arm’s-length contractual counterparty to the Issuer and the Guarantors with respect to the offering of Securities

contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary

to, or an agent of, the Issuer, the Guarantors or any other person. Additionally, no Initial Purchaser is advising the Issuer, the Guarantors

or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer and the Guarantors

shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation

and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuer

or any Guarantor with respect thereto. Any review by the Initial Purchasers of the Issuer, the Guarantors, the transactions contemplated

hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not

be on behalf of the Issuer or any Guarantor.

27.           Recognition

of the U.S. Special Resolution Regimes.

(a)           In

the event that any Initial Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,

the transfer from such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective

to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest

and obligation, were governed by the laws of the United States or a state of the United States.

(b)           In

the event that any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate of such Initial Purchaser becomes subject to a proceeding

under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Initial Purchaser are permitted

to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

As used in this Section 27, “BHC Act Affiliate”

has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and

interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted

in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined in, and interpreted

in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall

be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime”

means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank

Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

(The remainder of this page is intentionally

left blank, signature page follows.)

WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Molson Coors International LP, by its General Partner, Molson Coors International General, ULC

/s/ Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

Molson Coors Beverage Company

/s/ Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

Coors Brewing Company

/s/ Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

Molson Canada 2005

/s/ Patrick Porter

Name:

Patrick Porter

Title:

Treasurer

CBC Holdco LLC

/s/ Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

Signature Page to the Purchase Agreement

CBC Holdco 2 LLC

/s/ Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

Newco3, Inc.

/s/ Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

Molson Coors Holdco Inc.

/s/ Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

CBC Holdco 3, Inc.

/s/ Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

Molson coors beverage company usa llc

/s/ Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

molson coors usa llc

/s/ Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

Signature Page to the Purchase Agreement

Coors Distributing Company LLC

/s/ Patrick Porter

Name:

Patrick Porter

Title:

Vice President, Treasurer

Signature Page to the Purchase Agreement

Accepted on the date first written above:

MERRILL LYNCH CANADA INC.

/s/ Matthew Margulies

Name:

Matthew Margulies

Title:

Director

Signature Page to the Purchase Agreement

BMO NESBITT BURNS INC.

/s/ Rohan Sharma

Name:

Rohan Sharma

Title:

Director

Signature Page to the Purchase Agreement

RBC DOMINION SECURITIES INC.

/s/ William Lumsden

Name:

William Lumsden

Title:

Managing Director

Signature Page to the Purchase Agreement

CITIGROUP GLOBAL MARKETS CANADA INC.

/s/ Hayden Evans

Name:

Hayden Evans

Title:

Authorized Signatory

Signature Page to the Purchase Agreement

GOLDMAN SACHS CANADA INC.

/s/ Michael Klym

Name:

Michael Klym

Title:

Managing Director

Signature Page to the Purchase Agreement

J.P. MORGAN SECURITIES LLC

/s/ Som Bhattacharyya

Name:

Som Bhattacharyya

Title:

Executive Director

Signature Page to the Purchase Agreement

SCOTIA CAPITAL INC.

/s/ Jenna Dicks

Name:

Jenna Dicks

Title:

Managing Director

Signature Page to the Purchase Agreement

CAPITAL ONE SECURITIES, INC.

/s/ Sam Baruch

Name:

Sam Baruch

Title:

Duly Authorized Signatory

Signature Page to the Purchase Agreement

MIZUHO SECURITIES CANADA INC.

/s/ Mark Tuttle

Name:

Mark Tuttle

Title:

Chief Executive Officer / Ultimate Designated Person

Signature Page to the Purchase Agreement

MORGAN STANLEY CANADA LIMITED

/s/ Adarsh Gupta

Name:

Adarsh Gupta

Title:

Vice President

Signature Page to the Purchase Agreement

LLOYDS SECURITIES INC.

/s/ Ryan Grady

Name:

Ryan Grady

Title:

Managing Director

Signature Page to the Purchase Agreement

Schedule I

Schedule of Initial Purchasers

Initial Purchaser

Principal Amount

of Notes

Merrill Lynch Canada Inc.

C$ 91,250,000

BMO Nesbitt Burns Inc.

91,250,000

RBC Dominion Securities Inc.

91,250,000

Citigroup Global Markets Canada Inc.

38,750,000

Goldman Sachs Canada Inc.

38,750,000

J.P. Morgan Securities LLC

28,750,000

Scotia Capital Inc.

28,750,000

Capital One Securities, Inc.

28,750,000

Mizuho Securities Canada Inc.

28,750,000

Morgan Stanley Canada Limited

20,000,000

Lloyds Securities Inc.

13,750,000

Total

500,000,000

Sch. I-1

Schedule II

Subsidiary Guarantors

Coors Brewing Company

Molson Canada 2005

CBC Holdco LLC

CBC Holdco 2 LLC

Newco3, Inc.

Molson Coors Holdco Inc.

CBC Holdco 3, Inc.

Molson Coors Beverage Company USA LLC

Molson Coors USA LLC

Coors Distributing Company LLC

Sch. II-1

Schedule III

Term Sheet

[See attached.]

Sch. III-1

This term sheet is submitted on a confidential basis solely in connection

with the distribution of the Notes described herein on a private placement and its use for any purpose other than to evaluate an investment

in the securities described herein is prohibited. This term sheet is not, and under no circumstances is it to be construed as, a prospectus

or an advertisement or public offering of the Notes. The Notes will not be listed on any securities exchange and there will be no market

for such securities. The Notes are being offered exclusively to persons in the provinces of Canada. The Notes have not been and will not

be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the Notes will

be made on a basis which is exempt from the prospectus requirements of such securities laws, such that Notes will only be sold to persons

who are “accredited investors” (and if such persons are individuals, such individuals are also “permitted clients”)

within the meaning of applicable securities laws in Canada. This term sheet does not constitute an offer to sell or a solicitation of

an offer to buy the Notes in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under

the United States Securities Act of 1933, as amended (the "U.S. Securities Act")). The Notes may not be offered or sold in the

United States absent registration under, or an applicable exemption from the registration requirements of, the U.S. Securities Act. The

Notes have not been and will not be registered under the U.S. Securities Act. This term sheet shall not constitute an offer to sell or

the solicitation of an offer to buy, nor shall there be any offer to sell or a solicitation of an offer to buy, the Notes in any jurisdiction

where it is unlawful to do so.

Molson

Coors International LP

C$500 million 4.300% Senior Notes due July 8, 2033

Final New Issue Term Sheet

Issuer:

Molson Coors International LP

Notes:

4.300% fixed rate senior unsecured notes due 2033

Guarantors:

Molson Coors Beverage Company, Coors

Brewing Company, Molson Canada 2005, CBC Holdco LLC, CBC

Holdco 2 LLC, Newco3, Inc., Molson Coors Holdco Inc., CBC

Holdco 3, Inc., Molson Coors Beverage Company USA LLC, Molson Coors USA LLC, and Coors Distributing Company LLC

Guarantee:

Unconditionally and irrevocably guaranteed by each Guarantor

Issue:

Long 7-year private placement offering in

Canada by way of Offering Memorandum

Ranking:

The Notes will be senior unsecured

obligations of the Issuer and the Guarantors,

respectively, and will rank equally with all of the Issuer’s and Guarantors’ other unsecured and unsubordinated indebtedness.

Anticipated Ratings*:

Moody’s:

Baa1

S&P:

BBB

DBRS:

BBB

Issue Amount:

C$500 million

Pricing Date:

May 20, 2026

Settlement Date:

May 27, 2026 (T+5)

Maturity Date:

July 8, 2033

Benchmark Bond:

CAN 2.75% due June 1, 2033

Benchmark Price / Yield:

$95.86 / 3.417%

Re-Offer Spread:

+90bps versus the Government of Canada curve

+90.7bps, which includes a +0.7bps curve adjustment versus

the CAN 2.75% due June 1, 2033

Canada Curve Definition:

CAN 2.75% due June 1, 2033 and CAN 3.25% due December 1, 2033

Issue Yield:

4.324%

Coupon:

4.300%

Issue Price:

C$99.848

Underwriters' Fee:

0.37%

Coupon Payment Dates:

Payable semi-annually in arrears in equal installments on each January 8 and July 8 commencing on January

8, 2027 (long first coupon). If not a business day in New York or Toronto, then the payment will be made on the next business

day with no adjustment. The first interest payment on January 8, 2027, will be an amount equal to C$13,223,972.60.

Day Count:

Actual/Actual (Canadian Compound Method)

Optional Redemption:

The Notes may be redeemed at any time prior to May 8, 2033 at the option of the Issuer, in whole or, from

time to time, in part, on not fewer than 10 nor more than 60 days’ prior notice at a redemption price equal to the greater of (a)

the Canada Yield Price of the Notes, or (b) 100% of the principal amount thereof, together with accrued and unpaid interest to, but excluding,

the date fixed for redemption. The Notes may be redeemed at any time on or after May 8, 2033 at the option of the Issuer, in whole or,

from time to time, in part, on not fewer than 10 nor more than 60 days’ prior notice at a redemption price equal to 100% of the

principal amount thereof together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

“Canada Yield Price” means a price equal to

the price of the Notes, calculated on the banking day preceding the day on which the notice of redemption is delivered by the Issuer

to provide a yield from the date fixed for redemption to May 8, 2033 equal to the “Government of Canada Yield” plus

0.225%.

“Government of Canada Yield” means, on any date,

the bid-side yield to maturity on such date as determined by the arithmetic average (rounded to three decimal places) of the yields quoted

at 10:00 a.m. (Toronto time) by any two investment dealers in Canada selected by the Issuer, assuming semi-annual compounding and calculated

in accordance with generally accepted financial practice, which a non-callable Government of Canada bond would carry if issued in CAD

in Canada at 100% of its principal amount on such date with a term to maturity that most closely approximates May 8, 2033.

Governing Law:

State of New York.

Use of Proceeds:

The Issuer intends to use the net proceeds of this offering for general corporate purposes, including but

not limited to refinancing upcoming maturities and for repayment of existing borrowings.

Listing:

The Notes will not be listed on any securities exchange.

- 2 -

Settlement:

CDS

Form & Denomination:

Book entry through participants in CDS (global certificate)

CUSIP / ISIN:

608930AA1 / CA608930AA13

Minimum Denomination:

Initial principal amount of C$2,000 with integral multiples of C$1,000 thereafter

Documentation:

Master Trust Indenture, Seventh Supplemental Indenture, Global Note Certificate and Canadian Offering

Memorandum

Joint Book-Running Managers:

Merrill Lynch Canada Inc.

BMO Nesbitt Burns Inc.

RBC Dominion Securities Inc.

Senior Co-Managers:

Capital One Securities, Inc.

Citigroup Global Markets Canada Inc.

Goldman Sachs Canada Inc.

J.P. Morgan Securities LLC

Mizuho Securities Canada Inc.

Scotia Capital Inc.

Co-Managers:

Lloyds Securities Inc.

Morgan Stanley Canada Limited

*Note: A securities rating is not a recommendation to buy,

sell or hold securities, and may be subject to revision or withdrawal at any time by the assigned rating organization. Each rating should

be evaluated independently of any other rating.

The foregoing description is a summary of certain

material provisions of the Notes. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Offering

Memorandum. Prospective purchasers should review the Offering Memorandum for a detailed description of the Notes. No person has been authorized

to make any representation in connection with the offering other than as contained in the Offering Memorandum and any decision to purchase

the Notes should be based solely on the information contained in the Offering Memorandum.

- 3 -

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