/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO
UNITED STATES WIRE
SERVICES/
CALGARY,
AB, Jan. 14, 2025 /CNW/ - Big Rock Brewery
Inc. (TSX: BR) ("Big Rock" or the
"Corporation") is pleased to announce that, due to
substantial interest, it has increased the maximum size of its
previously announced private placement (the "Private
Placement") of common shares in the capital of the Corporation
("Common Shares") at a price of $1.00 per Common Share from $8 million to $8.4
million (the "Private Placement Increase").
As previously announced on January 7,
2025, Big Rock entered into a binding debt settlement
agreement with VN Capital Fund I, LP (together with its affiliates,
"VN Capital"), the Corporation's lender under its second
lien term facility, in respect of the settlement of all
indebtedness and liabilities owing by the Corporation to VN Capital
(the "Debt Settlement").
The net proceeds of the Private Placement, after payment of
expenses and approximately $2.3
million pursuant to the Debt Settlement, will be used to
repay $700,000 of indebtedness under
the Corporation's credit agreement with its senior lender, ATB
Financial, for investment in capital projects and for working
capital purposes.
Closing of the Private Placement and the Debt Settlement remain,
as previously announced, subject to customary conditions precedent
and the approval of the Toronto Stock Exchange. The Private
Placement and the Debt Settlement are expected to close on
January 20, 2025.
The number of Common Shares issuable to insiders under the Debt
Settlement and Private Placement will not change as a result of the
Private Placement Increase.
About Big Rock Brewery Inc.
In 1985, Ed McNally founded Big
Rock to contest the time's beer trends. Three bold,
European-inspired offerings – Bitter, Porter and Traditional Ale –
forged an industry at a time heavy on easy drinking lagers and
light on flavour. Today, our extensive portfolio of signature
beers, ongoing seasonal offerings, six ciders (Rock Creek Cider®
series), custom-crafted private label products and other notable,
licensed alcoholic beverages keeps us at the forefront of the craft
beer revolution and still proudly contesting the beer and alcoholic
beverage trends of today. Big Rock has brewing operations in
Calgary, Alberta and Toronto, Ontario. Big Rock trades on the TSX
under the symbol "BR". For more information on Big Rock visit
www.bigrockbeer.com.
CAUTIONARY STATEMENTS:
Forward-Looking Statements
This press release contains forward‐looking statements
regarding: the Debt Settlement and the Private Placement closing of
the Debt Settlement and the Private Placement and the timing of the
same. These forward‐looking statements are provided as of the date
of this press release, or the effective date of the documents
referred to in this press release, as applicable, and reflect
predictions, expectations or beliefs regarding future events based
on the Corporation's beliefs at the time the statements were made,
as well as various assumptions made by and information currently
available to them. In making the forward-looking statements
included in this press release, the Corporation has applied several
material assumptions, including, but not limited to, the assumption
that regulatory approval of the Debt Settlement and the Private
Placement will be obtained in a timely manner; that all conditions
precedent to the completion of the Debt Settlement and Private
Placement will be satisfied in a timely manner; that the rates
under the Second Lien Facility will remain constant; that the
Corporation will be unable to obtain alternative financing in a
timely manner; and that general economic and business conditions
will not change in a materially adverse manner. Although management
considers these assumptions to be reasonable based on information
available to it, they may prove to be incorrect. By their very
nature, forward‐looking statements involve inherent risks and
uncertainties, both general and specific, and risks exist that
estimates, forecasts, projections and other forward‐looking
statements will not be achieved or that assumptions on which they
are based do not reflect future experience. We caution readers not
to place undue reliance on these forward‐looking statements as a
number of important factors could cause the actual outcomes to
differ materially from the expectations expressed in them. These
risk factors may be generally stated as the risk that the
assumptions expressed above do not occur, but specifically include,
without limitation, risks relating to: general market conditions;
the Corporation's ability to secure financing on favourable terms;
and the additional risks described in the Corporation's latest
Annual Information Form, and other disclosure documents filed by
the Corporation on SEDAR+. The foregoing list of factors that may
affect future results is not exhaustive. When relying on our
forward‐looking statements, investors and others should carefully
consider the foregoing factors and other uncertainties and
potential events. The Corporation does not undertake to update any
forward‐looking statement, whether written or oral, that may be
made from time to time by the Corporation or on behalf of the
Corporation, except as required by law.
SOURCE Big Rock Brewery Inc.