Russell Breweries Inc.

Russell Breweries Inc.

October 25, 2010 19:22 ET

Russell Breweries Inc. Announces Changes to Private Placement Offerings

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 25, 2010) -


Russell Breweries Inc. (TSX VENTURE:RB) (the "Company") is pleased to announce that further to its news release dated October 5, 2010, the non-brokered private placement of convertible debentures (the "Convertible Debentures") and the non-brokered private placement of units (the "Units") will now both be conducted as brokered private placements (the "Offerings"). The Company has retained Canaccord Genuity Corp. (the "Agent") to act as agent on a commercially reasonable efforts basis in connection with the Offerings. An aggregate of up to $2,000,000 will be raised from the sale of the Convertible Debentures and the Units under the Offerings, in any combination thereof.

In addition, an over-allotment option will be granted to the Agent to increase the aggregate size of the Offerings, in any combination of Convertible Debentures or Units, for additional gross proceeds of up to a combined $500,000, which over-allotment option shall be exercisable by the Agent up to 48 hours prior to the applicable closing. A commission of 10% of the total gross proceeds realized from the Offerings is payable in cash together with that number of agent's warrants (the "Agent's Warrants") as is equal to 12% of the number of Units and 12% of the number of common shares underlying the Convertible Debentures sold pursuant to the Offerings. Each Agent's Warrant entitles the holder, on exercise, to purchase one unit on the same terms as the Units, at a price of $0.08 per unit. The Agent will also receive a corporate finance fee of 625,000 common shares.

The Convertible Debentures will mature on the date which is 24 months from the date of issuance and will be convertible into common shares at a price of $0.15 per common share at any time from the date of issuance until the maturity date. The Convertible Debentures will bear interest at 10% per annum, payable quarterly.

The Units will be priced at $0.08 per Unit and will consist of one common share and one share purchase warrant entitling the holder to purchase, for a period of 24 months from the closing of the sale of the Units, one common share at a price of $0.15 per common share.

The securities issued pursuant to the Offerings will be subject to a hold period of four months and one day in compliance with applicable securities laws. The Offerings are subject to regulatory approval.

ABOUT THE COMPANY: Russell Breweries Inc. produces premium beers in Western Canada in breweries located in British Columbia and Manitoba. All products are held to the highest quality standards, brewed without any preservatives, ensuring that the passion that goes into crafting the beers comes through in the taste. Russell Breweries Inc. is a public company trading on the TSX Venture Exchange under the symbol "RB".

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

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