Big Rock Brewery Inc T.BR

Share Dilution: A Bad Deal for Minority Shareholders

[SIGG1]

The recent share dilution from the Debt Settlement and Private Placement is a clear loss for minority shareholders. By issuing over 15 million new shares, the company is diluting existing shareholders by more than 200%, reducing both our ownership stakes and voting power.

Even worse, the shares are being issued at $1.00/share, far below the Q3 2024 fair value of $2.68/share, locking in a significant devaluation for those of us who have supported the company. Meanwhile, VN Capital consolidates near-majority control without paying fair value, leaving minority shareholders sidelined.

This deal does not serve our interests and raises serious concerns about governance and fairness. Let’s hold management accountable and demand better for the future of Big Rock Brewery.

[RayFlower]

This deal still needs TSX approval for the relief of the requirement of the shareholder vote/approval. I don't have experience in this process, anyone have thoughts? Also, according to the release, they are still short 1.5 mill subscriptions to hit the minimum for the PP, and if that total 6.3 mill isn't achieved, the deal is done and BR is likely toast. 

[SIGG1]

At first, I was optimistic about this deal. Reducing Big Rock’s debt burden and stabilizing its finances seemed like the right steps to turn the company around. However, after digging deeper and analyzing the details, I’ve come to the conclusion that this transaction is deeply flawed, and I’ve decided to sell my shares. Here’s why I’ve changed my mind: TSX Approval and Uncertainty: The

[RayFlower]

I agree entirely.  Even if this deal goes through, their 2025 revenue and EBITDA forecasts look unachievable in my opinion. 18.5 mill increase in revenue (like 20 mill target of contract production growth) with a 2.5% decrease in wholesale volumes, and keeping the same gross margin as 2024 seems highly unlikely. Seems like a pie in the sky forecast to trick some people in to subscribing to