For Immediate Release
July 23, 2018 — Calgary, Alberta — Big Rock Brewery Inc. (TSX: BR) (“Big Rock”) today announced that it had entered into a binding offer with Fireweed Brewing Corp. (“Fireweed”) to pursue an alternative transaction to the proposed joint venture between the parties previously announced April 19, 2018. Further to Big Rock’s news release of June 15, 2018, Big Rock and Fireweed have elected not to proceed with a formal joint venture structure.
Under the terms of the amended transaction, Big Rock has offered to acquire from Fireweed certain brewing assets and inventory related to Fireweed branded beer and cider for a gross purchase price of approximately $940,000, less amounts owing by Fireweed to Big Rock. The gross purchase price is subject to a holdback for any post-closing adjustments. As a condition to closing, the parties will enter into a license agreement whereby Big Rock shall be granted an exclusive license to use the Fireweed trademarks and other associated intellectual property (the “Fireweed IP“) with a purchase right to acquire the Fireweed IP.
In addition, Big Rock and Fireweed will enter into contract manufacturing agreements whereby Big Rock shall be authorized to exclusively manufacture all Fireweed branded products in British Columbia and Alberta for subsequent sale by Big Rock in Canada, and in return shall pay a fee to Fireweed.
Closing of the transaction is anticipated to occur in August 2018, and is subject to other closing conditions customary for a transaction of this nature.
“Fireweed is a well-respected BC grown business and we look forward to the opportunity to introduce even more Canadians to its great craft beer offerings with renewed investment in the brands,” says Wayne Arsenault, President and CEO of Big Rock Brewery.
Among Fireweed Brewing Corp.’s beverage brands are Tree Brewing, Dukes Cider and Shaftebury.
“This revised opportunity will allow for an expanded Vancouver brewery and will drive cost efficiencies across the business,” says Arsenault.
Tod Melnyk, President and CEO of Fireweed commented, ‘We are excited to continue to work with the Big Rock team. Our recipes remain the same and now we can further drive innovation and distribution to grow our brand portfolio in Canada.”
About Big Rock Brewery Inc.
In 1985, Ed McNally founded Big Rock to buck 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 ten signature beers, ongoing seasonal offerings, four ciders (Rock Creek Cider® series) and custom-crafted private label products keep us at the forefront of the craft beer revolution, still proudly bucking the time’s beer trends. Big Rock brews in Calgary, Alberta, Vancouver, British Columbia, and Toronto, Ontario. For more information on Big Rock Brewery visit www.bigrockbeer.com
Certain statements contained in this news release constitute forward-looking statements. These statements relate to future events or Big Rock’s future performance. All statements, other than statements of historical fact, may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “plans”, “expects”, “intends” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Big Rock believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this News Release not be unduly relied upon by investors as actual results may vary materially from such forward-looking statements. These statements speak only as of the date of this News Release and are expressly qualified, in their entirety, by this cautionary statement.
In particular, this News Release contains forward-looking statements pertaining to the expected closing of the proposed amended transaction with Fireweed.
With respect to the forward-looking statements listed above and contained in this News Release, management has made assumptions regarding, among other things, that the contractual conditions to closing will be satisfied, and that the proposed amended transaction will realize the previously announced contributions to maximizing production capacity and contributions to Big Rock profitability.
Some of the risks which could affect future results and could cause results to differ materially from those expressed in the forward-looking information and statements contained herein include, but are not limited to the inability to secure any requisite approvals within anticipated timeframes or on terms currently contemplated.
Readers are cautioned that the foregoing list of assumptions and risk factors is not exhaustive. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking information and statements included in this News Release are made as of the date hereof and Big Rock does not undertake any obligation to publicly update such forward-looking information and statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.
For further information, please contact:
Wayne Arsenault, President & Chief Executive Officer
Phone: (403) 720 3239
Fax: (403) 720 3641