RBI Ventures Ltd. V.RBI.H

Russell Breweries to raise $2.5-million

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Russell Breweries to raise $2.5-million privately Russell Breweries Inc (C:RB) Shares Issued 26,546,147 Last Close 3/3/2008 $0.44 Wednesday March 05 2008 - News Release Mr. Brian Harris reports PROPOSED BROKERED FINANCING FOR UP TO $2,500,000 IN RUSSELL OPERATING SUBSIDIARY Russell Breweries Inc. has arranged a brokered private placement for up to 250,000 non-transferable, exchangeable, non-voting, preferred shares of its wholly owned subsidiary, Russell Brewing Company Ltd. (RBC), at a price of $10 per preferred share to raise gross proceeds of up to $2.5-million. RBC is registered as an eligible business corporation (No. 30-401) and is authorized under the Small Business Venture Capital Act (British Columbia) to raise up to $2.5-million in capital for which British Columbian investors may be eligible for a tax credit of up to 30 per cent of their investment. RBC has agreed to pay a dividend of 6.0 per cent per year semi-annually on the preferred shares, from cumulative after-tax earnings. Under the eligible business corporation program, dividends on the preferred shares of RBC may only be paid out of the cumulative after-tax earnings of RBC. The preferred shares will automatically be exchanged into common shares of Russell upon the earlier of five years from the date of issuance or upon disposition of greater than 60-per-cent control of Russell. The preferred shares will be exchanged into common shares of Russell on a 1:16.67 basis, subject to adjustment on a pro rata basis: 1. For accrued and unpaid dividends; 2. If the working capital ratio of RBC falls below a ratio of 1:1 calculated at the end of each quarter and provided that the maximum number of preferred shares are sold under the offering; 3. If RBC is unable to pay dividends after 36 months from the date of issuance of the preferred shares; 4. If RBC is unable to pay dividends for each six-month period after the 36th month from the closing of the offering until the exchange date. Canaccord Capital Corp. will act as agent in the offering on a commercially reasonable efforts basis. Completion of the financing is subject to the receipt of all required regulatory approvals. © 2008 Canjex Publishing Ltd.