Apogee 21 Holdings, Inc. Signs Letter of Intent to Acquire Rod & Hammer®,Expanding Premium American Whiskey Portfolio

July 19, 2026

PRESS RELEASE FOR IMMEDIATE RELEASE:

CATEGORIES: FOOD & BEVERAGE, FOOD SERVICE,

SPIRITS, WINE, FOOD RETAIL, HOSPITALITY, CPG

Apogee 21 Holdings, Inc. Signs Letter of Intent to Acquire Rod & Hammer®,

Expanding Premium American Whiskey Portfolio

Henderson, NV — Apogee 21 Holdings, Inc dba A21 Wine and Spirits, today announced that it has signed a Letter of Intent (LOI) to acquire the Rod & Hammer®, the largest craft distillery on California’s Central Coast. The company will acquire the brand and related assets, further advancing the Company's strategy of building a diversified, vertically integrated portfolio of premium wine and spirits brands. This comes on the heels of A21’s acquisition of the Noble Oak brand from Edrington in March of 2026.

The transaction is expected to close during the fourth quarter of this year, subject to the

completion of definitive agreements, due diligence, and financing etc.

Rod & Hammer's is a California whiskey brand crafted on California's Central Coast and is

recognized for its distinctive "Surfer Meets Cowboy" identity. The brand produces California

bourbon, rye whiskey, ready-to-drink cocktails, and operates a destination distillery, tasting

room, restaurant, and live music venue in San Luis Obispo, California. Its handcrafted whiskeys are proofed with purified Pacific Ocean water, embodying the brand's signature philosophy: "How California Does Whiskey."

The proposed acquisition is expected to complement Apogee 21 Holdings' recently expanded spirits portfolio, which includes the acquisition of Noble Oak and continued growth through its national sales and brand management agency, A21 Wine and Spirits.

"Signing this Letter of Intent represents another significant milestone in our long-term strategy of acquiring premium brands with strong consumer recognition, authentic stories, and substantial growth potential," said Mark Newman, Chief Executive Officer of Apogee 21

Holdings, Inc. "Rod & Hammer's is a unique California whiskey brand with an outstanding identity, an established destination experience, and a loyal customer following. We believe it

will be an exceptional addition to our expanding portfolio."

The proposed acquisition is expected to strengthen Apogee 21 Holdings' position within the

premium American whiskey category while expanding the Company's geographic footprint on the West Coast. According to Rod Cegelski, partner at Rod & Hammer “The Rod & Hammer brand is one of the West Coast’s hottest whiskey and RTD brands. Joining A21’s bold portfolio allows us to connect East and West—not just in production, but through tasting experiences on both sides, bringing our membership clubs and immersive brand journeys nationwide. With AI-driven innovation and a full national footprint, this is our moment to join the next big growth.”

Upon closing, Apogee 21 Holdings intends to leverage the national sales infrastructure of A21 Wine and Spirits to further expand Rod & Hammer's distribution footprint and build upon the brand's momentum in key markets throughout the United States.

"This proposed acquisition reflects our continued commitment to assembling a portfolio of

authentic, premium beverage brands that can benefit from our national sales organization,

strategic marketing capabilities, and disciplined operational execution," Newman added. "Our vision is to build one of the most respected premium wine and spirits platforms in the industry, and Rod & Hammer's represents another important step toward achieving that goal."

The Company expects to provide additional updates as the transaction progresses toward an anticipated closing in the fourth quarter.

ENDS

PRESS CONTACT: MARK NEWMAN

EMAIL: markn@apogee21holdings.com

PHONE: 702-799-9431

About A21 Wine and Spirits

A21 Wine and Spirits is a premium wine and spirits company dedicated to crafting and

representing exceptional brands rooted in quality, integrity, and innovation. With a growing

portfolio and a partner-first mindset, the company focuses on building long-term value through disciplined execution, strategic growth, and authentic storytelling.

A21’s portfolio includes the owned brands of Noble Oak, Monkey in Paradise Craft Vodka, one of the fastest growing vodkas in the US, Ándale Luxury Tequila, Blue Nectar Tequila, and the agency brands of John Lee Hooker Legacy Spirits, Finca Ferrer Wines from Argentina, and Chateau d’Astros from Provence France.

For more information, visit https://www.apogee21holdings.com/

About Rod & Hammer's®

Rod & Hammer's is a California whiskey brand headquartered in San Luis Obispo, California,

producing handcrafted bourbon, rye whiskey, and ready-to-drink cocktails. Inspired by the spirit of California's Central Coast, the brand combines traditional whiskey craftsmanship with a modern lifestyle, creating premium spirits that embody its signature philosophy, "How

California Does Whiskey."

This release contains forward looking statements.

Some of the statements contained in this document are forward-looking statements within the meaning of applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements are all statements other than those of historical fact, and generally may be identified by the use of words such as “believe”, “expect”, “making”, “developing”, “projected”, “will” or other similar expressions that indicate future events or trends. These forward-looking statements include, but are not limited to, statements regarding A21’s Acquisition Plans and business strategies; These statements are based on various assumptions, whether or not identified in this presentation or news release, and on the current expectations of A21’s management. These forward-looking statements are not intended to serve as, and should not be relied on by any investor as, a guarantee of actual performance or an assurance or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ materially from those contained in or implied by such forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of A21. Factors that could cause actual results to differ materially from the results expressed or implied by such forward-looking statements include, among others: risk that A21 does not perform as expected; the Company’s ability to recognize benefits from any cost savings actions, including expected results from the implementation of the Company’s Rollup Plan, positive cash generation; the effect of economic conditions on the industries and markets in which A21 operates, including financial market conditions, rising inflation, fluctuations in prices, interest rates and market demand; the effects of competition on A21’s future business; the potential adverse effects of health pandemics, epidemics or contagious diseases on A21’s business and the U.S. and world economy; declines or unanticipated changes in consumer demand for A21’s products; disruption of supply or shortage of energy; A21’s ability to adequately source grapes, agave, corn and other raw materials and any increase in the cost of such materials; the impact of environmental catastrophe, natural disasters, pests, weather conditions and inadequate water supply on A21’s business; A21’s level of insurance against catastrophic events and losses; impacts from climate change and related government regulations; A21’s significant reliance on its distribution channels, including independent distributors, particularly in its wholesale operations; a loss or significant decline of sales to important distributors, marketing companies, or retailers; risks associated with new lines of business or products; potential reputational harm to A21’s brands from internal and external sources; integration risks associated with recent or future acquisitions; possible litigation relating to misuse or abuse of alcohol; changes in applicable laws and regulations and the significant expense to A21 of operating in a highly regulated industry; A21’s ability to maintain necessary licenses; A21’s ability to protect its trademarks and other intellectual

property rights; risks associated with the Company’s information technology and ability to maintain and protect personal information; A21’s ability to make payments on its indebtedness; There may be additional risks including other adjustments that A21 does not presently know or that A21 currently believes are immaterial that could also cause actual results to differer from those expressed in or implied by these forward-looking statements. In addition, forward-looking statements reflect A21’s expectations, plans or forecasts of future events and views as of the date and time of this news release. A21 undertakes no obligation to update or revise any forward-looking statements contained herein, except as may be required by law. Accordingly, undue reliance should not be placed upon these forward-looking statements.