Rocky Mountain Liquor Inc.
TSX VENTURE : RUM

March 29, 2011 16:59 ET

RUM Announces Overnight Marketed Public Offering of 7.75% Convertible Unsecured Subordinated Debentures

EDMONTON, ALBERTA--(Marketwire - March 29, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Rocky Mountain Liquor Inc. (TSX VENTURE:RUM) ("Rocky Mountain" or the "Company") is pleased to announce that it has filed and has obtained a receipt for a preliminary short-form prospectus in connection with a proposed overnight marketed offering (the "Offering") to issue and sell a minimum of $5,000,000 and a maximum of $8,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures") at an issue price of $1,000 per Debenture. The Offering will be led by National Bank Financial Inc. (the "Agent"). In addition, Rocky Mountain has also granted the Agent an option, exercisable in whole or in part, up to 30 days following the closing of the Offering, to increase the Offering by up to an additional $1,200,000 of Debentures sold pursuant to the Offering to cover over-allotments and for market stabilization purposes. The Offering is anticipated to close on or about April 13, 2011.

The Debentures will bear interest at an annual rate of 7.75% payable semi-annually in arrears on April 30 and October 31 in each year, commencing October 31, 2011. The maturity date of the Debentures will be April 30, 2016 (the "Maturity Date").

The Debentures will be convertible upon certain specified events including at the holder's option at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by the Company for redemption of the Debentures into common shares of the Company ("Common Shares") at a conversion price of $0.50 per Common Share, being a conversion rate of 2000.000 Common Shares for each $1,000 principal amount of Debentures.

The key business objective that the Company expects to achieve using the net proceeds of the Offering is to continue its present growth strategy by acquiring and developing new liquor stores.

The Company intends to list the Debentures issuable pursuant to the Offering, including the Common Shares issuable on conversion of the Debentures, on the TSX Venture Exchange (the "Exchange"), subject to fulfilling the listing requirements of the Exchange.

The Offering is being made in all provinces of Canada, except Quebec and Prince Edward Island, and is subject to the approval of applicable securities regulatory authorities. The Debentures offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Rocky Mountain

Rocky Mountain owns 100% of Andersons Liquor Inc. ("Andersons"), headquartered in Edmonton Alberta, which owns and operates 34 private liquor stores in that province, up from 18 stores since the Common Shares began trading in December 2008.

Forward-Looking Statements

This news release may contain "forward-looking statements" within the meaning of applicable securities laws relating to the future growth of the Company, the Offering, and the Company's ability to execute its business strategy. Readers are cautioned not to place undue reliance on forward-looking statements and in particular results achieved in 2010 and previous periods. Past results might not be a certain indication of future performance, which is subject to other risks, including but not limited to changes in operational policies, changes in management, changes in strategic focus, market conditions and customer preferences. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that these events may not materialize as well as those additional factors discussed in the section entitled "Risk Factors" in Rocky Mountain's Annual Information Form and in the preliminary prospectus, which can be obtained at www.sedar.com. If they do materialize, there remains a risk of non-execution for any reason.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Rocky Mountain Liquor Inc.
    Peter J. Byrne
    Chief Executive Officer
    (780) 686-7383
    or
    Rocky Mountain Liquor Inc.
    Tracey Bean
    Chief Financial Officer
    (780) 863-2326