Brick Brewing Announces Equity Financing



    /NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE
    UNITED STATES./

    WATERLOO, ON, Oct. 24 /CNW/ - BRICK BREWING CO. LIMITED (the
"Corporation") (TSX:BRB) announced today that it is proceeding with a
non-brokered, non-arms' length private placement (the "Offering") of 5,208,334
units (the "Units"), with each Unit consisting of one common share ("Common
Share") and one common share purchase warrant (a "Warrant"). The Offering will
be priced at $0.48 per Unit for aggregate gross proceeds of $2,500,000. Each
Warrant will entitle the holder to purchase one additional common share of the
Corporation at a price of $0.71 for a five-year period from the date of the
closing of the Offering and will contain standard anti-dilution provisions.
The subscribers to the Offering will have a right to increase the Offering
size by 10%, or 520,833 Units, at an issue price of $0.48 per Unit, for a
period of 30 days from the date of the closing of the Offering (the "Option").
As a result, up to 11,458,334 Common Shares are issuable upon completion of
the Offering (assuming the full exercise of the Option and the maximum number
of Warrants issuable), which represents approximately 51% of the currently
issued and outstanding Common Shares of the Corporation.
    The Offering is being made entirely to non-arm's length parties to the
Corporation and will constitute a related party transaction. Benbrick Holdings
Inc., George Croft and Kernwood Limited are currently insiders of the
Corporation and will be the subscribers to the Offering.
    Benbrick Holdings Inc. ("Benbrick"), a significant shareholder of the
Corporation, currently holds 4,042,970 Common Shares representing 18.12% of
the Corporation's currently issued and outstanding Common Shares and as a
result of the Offering will hold up to 7,480,470 Common Shares and 3,437,500
Warrants representing, assuming the full exercise of the Warrants,
approximately 35% of the issued and outstanding Common Shares. Benbrick has
also agreed with Laurence Capital Fund III L.P. ("LCF") that LCF will
concurrently subscribe for up to $1,750,000 of additional shares of Benbrick
and Stan Dunford and Peter Schwartz, each directors of the Corporation, will
concurrently be subscribing for $800,000 and up to $600,000, respectively, of
additional units in LCF. Peter Schwartz indirectly controls Benbrick and the
aforementioned Common Shares currently held and to be acquired by Benbrick.
    George Croft, the President and Chief Executive Officer of the
Corporation, currently holds no Common Shares and as a result of the Offering
will hold up to 1,041,667 Common Shares and 1,041,667 Warrants representing,
assuming the full exercise of the Warrants and the maximum Offering,
approximately 7% of the issued and outstanding Common Shares.
    Kernwood Limited, an associate of Edward H. Kernaghan who is a director
of the Corporation, currently holds 2,650,000 Common Shares representing
11.87% of the Corporation's currently issued and outstanding Common Shares and
as a result of the Offering will hold up to 3,691,667 Common Shares and
1,041,667 Warrants representing, assuming the full exercise of the Warrants,
16.2% of the issued and outstanding Common Shares.
    The Corporation does not intend to obtain a valuation or majority of the
minority shareholder approval but will instead rely on exemptions from such
requirements available under Multilateral Instrument 61-101 ("MI 61-101") and
from the security holder approval requirements of the TSX in Subsection 604(e)
of the TSX Company Manual in cases of financial hardship. In this regard, the
Corporation's board of directors, and its independent directors, acting in
good faith, have determined that the Corporation faces serious financial
difficulty and the proposed transaction has been designed to improve the
financial position of the Corporation. As a consequence of relying upon these
financial hardship exemptions, the TSX has informed the Corporation that it
will, in the ordinary course, commence a delisting review. The Corporation
believes that, upon completion of the Offering, it will be in compliance with
TSX listing requirements.
    The Offering will result in insiders of the Corporation being issued
common shares of the Corporation greater than 25% of the number of common
shares currently issued and outstanding and will materially affect control of
the Corporation as a result of Benbrick Holdings Inc. increasing its holding
of common shares from 18.12% to approximately 26% (not including the exercise
of the Warrants or the Option). Benbrick and Jim Brickman, the minority
shareholder in Benbrick, will as a result of these transactions, jointly own
or exercise control or direction over, in the aggregate, 7,472,840 issued
common shares of the Corporation, which represent approximately 27% of the
issued and outstanding common shares (not including the Warrants or exercise
of the Option). The Corporation intends to rely on the exemption in Subsection
604(e) of the TSX Company Manual from obtaining security holder approval of
the Offering in each of the foregoing situations available in cases of serious
financial difficulty.
    The completion of the transaction is subject to the approval of the TSX
and all other necessary regulatory approvals. The securities issuable pursuant
to the Offering will be subject to applicable regulatory hold periods.
Proceeds of the Offering will be used for working capital and general
corporate purposes.

    About Brick Brewing

    Brick Brewing Co. Limited is Ontario's largest Canadian-owned and
Canadian-based publicly held brewery. The Company is a regional brewer of
award winning premium quality and value beers. The Company, founded by Jim
Brickman in 1984, was the first craft brewery to start up in Ontario, and is
credited with pioneering the present day craft brewing renaissance in Canada.
Brick has complemented its J. R. Brickman Founder's Series and Waterloo Dark
premium craft beers with other popular brands such as Laker, Red Cap and
Formosa Springs Draft. Brick trades on the TSX under the symbol BRB. Visit us
at www.brickbeer.com.

    Forward-Looking Statements

    All statements in this press release that do not directly and exclusively
relate to historical facts constitute forward-looking statements as of the
date of this press release. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may", "will",
"expect", "intend", "anticipate", "seek", "plan", "believe" or "continue" or
the negatives of these terms or variations of them or similar terminology.
Although the Corporation believes that the expectations and assumptions
reflected in these forward-looking statements are reasonable, undue reliance
should not be placed on these forward-looking statements, which are not
guarantees and are subject to certain risks, uncertainties and assumptions,
which may cause actual performance and financial results to differ materially
from such forward-looking statements. The forward-looking statements included
in this press release are made only at the date of this press release and,
except as required by applicable securities laws, the Corporation does not
undertake to publicly update such forward-looking statements to reflect new
information, future events or otherwise.





For further information:

For further information: Brick Brewing Co. Limited, George Croft,
President and Chief Executive Officer, (519) 576-9519 Ext. 247, Email:
info@brickbeer.com, Website: www.brickbeer.com

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Brick Brewing Co. Limited

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