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RUSSELL BREWERIES INC. COMPLETES $680,000 OF PREFERRED SHARE FINANCING
VANCOUVER, Canada – April 1, 2008 – Russell Breweries Inc. (“Russell”) (TSX.V: RB) is pleased to announce that its wholly owned subsidiary, Russell Brewing Company Ltd. (“RBC”), has completed a brokered private placement for 68,000 Exchangeable Non-Voting Preferred Shares (the “Exchangeable Shares”) at a price of $10.00 per Exchangeable Share, raising gross proceeds of $680,000.
Russell had previously announced, on March 5, 2008, its intent to raise up to $2,500,000 by way of a brokered private placement (the “Offering”) under the Province of British Columbia’s “Equity Capital Program” (the “Program”). Residents of British Columbia investing in a company registered under the Program are eligible for a tax credit of up to 30% of their investment, and the Program has a limit as to how much capital can be raised in the aggregate by all companies registered under the Program. The Program was closed early due to oversubscription.
RBC will use the proceeds after costs of the Offering for equipment purchases and for general working capital.
The Exchangeable Shares have a 6.0% per annum cumulative dividend, payable semi-annually in accordance with rules under the Program. After five years (the “Exchange Date”) the Exchangeable Shares will automatically be exchanged into 16.67 common shares of Russell or earlier if certain events occur, including a change in control of Russell or an insolvency event in RBC.
At the Exchange Date, the exchange ratio will be increased for any penalty incurred or for any unpaid dividends. RBC will incur a penalty if it has not paid all cumulative dividends due and payable as of March 31, 2011 and for any unpaid dividends calculated at each six months thereafter until the Exchange Date. The maximum penalty would result in one additional Russell common share being exchanged for each Exchangeable Share. The exchange ratio will also increase to account for any unpaid dividends at the Exchange Date such that the additional number of Russell common shares to be issued is equal to the unpaid dividend amount divided by $0.60.
The penalty condition requiring RBC to maintain a working capital ratio of 1:1 is now not applicable as the maximum number of Exchangeable Shares were not sold under the Offering.
Canaccord Capital Corporation (the “Agent”) acted as agent in the Offering. The Agent received a cash commission equal to 8% of the gross proceeds; 6,800 warrants (“Agent’s Warrants”) whereby each Agent’s Warrant allows the Agent to purchase 16.67 common shares of Russell at a price of $0.60 per Russell common share until March 31, 2010; a corporate finance fee of $25,000; and an administration fee of $5,000.
“This financing provides additional funding for our BC operating company for on-going roll out of packaged products and for additional equipment purchases as we continue to expand our BC operations” said Andrew Harris, President, “This five year restricted investment is based on exchanging Russell shares at $0.60, a 46% premium to Russell closing market price as of March 31, 2008.”