CALGARY, ALBERTA--(Marketwired - March 21, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Big Rock Brewery Inc. (TSX:BR) ("the Company" or "Big Rock") is pleased to announce that further to its press release of March 20, 2014, the Company and Cormark Securities Inc. (the "Underwriter") have agreed to increase the size of its previously announced $10 million "bought deal" offering. Pursuant to the upsized deal terms, the Underwriter has agreed to purchase, on a "bought deal basis" 695,000 common shares ("Shares") from the treasury of the Company, at a price of $17.00 per Share for aggregate gross proceeds of approximately $11.8 million (the "Offering").
The Company has granted the Underwriter an option ("Over-Allotment Option"), exercisable in whole or in part, to purchase up to an additional 104,250 Shares from the treasury of the Company at the offering price exercisable at any time on or up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any. In the event that the Over-Allotment Option is exercised in its entirety, the aggregate gross proceeds of the Offering shall be approximately $13.6 million.
The net proceeds of the Offering will be used for construction and associated launch costs of the previously announced British Columbia brewery and restaurant, further geographical expansion, growth opportunities and working capital.
Closing of the Offering is expected to occur on or about April 10, 2014 and is subject to certain conditions including but not limited to the receipt of all regulatory approvals including that of the Toronto Stock Exchange.
The Shares to be issued under the Offering will be offered by way of a short form prospectus in each of the provinces of Canada, except Québec, and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and certain other jurisdictions.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About Big Rock Brewery Inc.:
Big Rock Brewery Inc. produces premium, all-natural craft beers. Big Rock boasts a family of exceptional ales and lagers, Rock Creek Cider®, an ongoing selection of seasonal beers released through the Brewmaster's Limited Edition and cutting-edge, small-batch brews released through the Alchemist Edition.
For more information on Big Rock Brewery visit www.bigrockbeer.com.
Certain statements contained in this press release may constitute forward-looking statements. These statements relate to the closing of the Offering, the use of proceeds of the Offering, future events or Big Rock's future performance. All statements, other than statements of historical fact, may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Big Rock believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon by investors as actual results may vary materially from such forward-looking statements.
The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement, and are made as of the date of this press release and the Company does not undertake any obligation to publicly update such forward-looking information and statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.