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BT Brands Withdraws Its Lawsuit Against Noble Roman and Its Directors

BT Brands, Inc. (NASDAQ: BTND) announced today that it has withdrawn without prejudice its lawsuit in Federal Court for the Southern District of Indiana against Noble Roman’s, (“NROM”) and its Directors. BT Brands CEO, Gary Copperud, commented that the purpose of our lawsuit was to achieve a fair vote for Noble Roman shareholders. We were not successful in our effort to get a ruling favorable to NROM shareholders as in its preliminary ruling, the Court allowed the annual meeting to proceed. Without the BT Brands proxy votes, NROM failed to attain a quorum and the election of a Class III Director was postponed to the 2024 annual meeting. The result is that three board seats will be elected in 2024, and we expect to nominate representatives for each available seat. The BT Brands lawsuit also alleged that the NROM and its Directors violated federal law in omitting material information from its Definitive Proxy Statement and that NROM and its Directors violated fiduciary duties by preventing BT Brands’ nomination of Mr. Copperud, frustrating the expressed will of an overwhelming number of shares expected to vote at the annual meeting. We expect to further review these issues as part of an inspection of the NROM books and records and reserve the right to take further action as appropriate.

Owning a combined stake of more than 8% of NROM shares, BT Brands sought to nominate Mr. Copperud to serve as a director of NROM to add a fresh perspective to its board, including reviews of policies concerning executive compensation and corporate borrowing. After it became clear that Mr. Copperud would defeat Mr. Scott Mobley, NROM deemed that Mr. Copperud’s nomination was not in compliance with NROM’s Bylaws and would not be considered valid.

Concluding, Mr. Copperud stated, “We expect to continue working on behalf of the right of all NROM shareholders to be represented on the NROM Board of Directors. We are extending an invitation to the NROM independent directors to initiate a dialogue directed toward benefiting all NROM shareholders.”

About BT Brands, Inc.: BT Brands, Inc. (NASDAQ: BTBD and BTBDW) owns and operates a fast-food restaurant chain called Burger Time in North Dakota, South Dakota and Minnesota. In addition, the Company owns the Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts, the Village Bier Garten in Cocoa, Florida, and Keegan’s Seafood Grille near Clearwater, Florida. BT Brands is seeking acquisitions within the restaurant industry.

Forward-Looking Statements

This press release may contain statements that might be considered forward-looking statements or predictions of future operations. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s belief or interpretation of information currently available. These statements and assumptions involve certain risks and uncertainties. Actual events may also differ from these expectations as a result of the risks identified from time to time in our filings with the Securities and Exchange Commission. We assume no duty to update these statements as of any future date.


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