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Gold/Mining/Energy : Canadian REITS, Trusts & Dividend Stocks -- Ignore unavailable to you. Want to Upgrade?

To: Cogito Ergo Sum who wrote (4262)	9/20/2002 3:11:26 PM
From: russet	Read Replies (3) \| Respond to of 11633

Here's one we can drink to (gggggggg),... TSX SYMBOL: BR NASDAQ SYMBOL: BEER SEPTEMBER 20, 2002 - 14:42 EDT Big Rock Brewery Ltd. Announces Proposal for Income Trust Reorganization CALGARY, ALBERTA--Big Rock Brewery Ltd. (TSX: BR, NASDAQ: BEER) ("Big Rock" or the "Company") is pleased to announce that the Board of Directors (the "Board") of Big Rock has unanimously approved a proposal to reorganize Big Rock into an income trust (the "Big Rock Trust"). Closing of the reorganization will be subject to finalization and execution of transaction documentation and to shareholder, court, and applicable regulatory approvals. The Board believes that the reorganization is in the best interest of Big Rock and its shareholders and a special meeting of shareholders will be held in early January, 2003 to approve the proposed reorganization. Directors and senior officers, who control approximately 55% of the Company's issued and outstanding shares, have indicated to the Board that they intend to vote in favour of the proposed reorganization at the shareholders meeting. An information circular describing the reorganization in detail will be mailed to Big Rock's shareholders in late November, 2002. The reorganization would be implemented by way of a Plan of Arrangement (the "Arrangement"). Pursuant to the Arrangement, Big Rock shareholders would receive one unit in the Big Rock Trust (a "Trust Unit") for every one Big Rock common share. Reasons for Reorganization The Board believes that Big Rock is well suited for an income trust structure for the following reasons: * Big Rock's share of the beer brewing market is sufficiently established such that the Company is in a position to generate a stable annual cash flow; * Big Rock has low ongoing maintenance and capital cash requirements relative to its ability to generate relatively stable cash flow; * The income trust provides an efficient structure for Big Rock to provide unitholders with regular cash distributions at a rate well in excess of current fixed income rates and common share dividend yields; and * Big Rock believes that there are growth opportunities in the speciality beer brewing industry. By reorganizing into an income trust, Big Rock believes it will have improved access to equity capital which will enable Big Rock to pursue growth strategies and allow investors to more directly participate in the cash flow derived from its operations. Big Rock Trust will be governed by a corporate trustee. The current business and operations of Big Rock will be unaffected by the reorganization and will continue to be performed by the current management and employees of Big Rock pursuant to an administration agreement. There will be no management company involved with the Trust. Tax Implications For Big Rock shareholders resident in Canada, the conversion of Big Rock common shares into Trust Units will result in a disposition giving rise to a gain or a loss for tax purposes. Subject to listing on a stock exchange, the Trust Units will be eligible for RRSPs, RRIFs and registered pension plans. Cash distributions on the Trust Units to United States residents will be subject to Canadian statutory withholding tax as reduced by treaty. Financial Advisor Lightyear Capital Inc. is acting as financial advisor to Big Rock in respect of the reorganization. Corporate Profile Big Rock is a regional producer and marketer of premium quality beers, headquartered in Calgary, Alberta, Canada. The Company's products are available in draught, bottles and cans. The Company also produces or distributes Cider and Cooler products. Big Rock is committed to four business fundamentals: * consistently brewing distinctive, premium quality beers; * profitable growth in business operations; * constantly providing superior, personalized customer services; and * creating and sustaining strong community relationships. Big Rock products are marketed in five provinces and three territories in Canada and in the United States. -30- FOR FURTHER INFORMATION PLEASE CONTACT: Big Rock Brewery Ltd. Ed McNally Chairman (403) 720-3239 (403) 236-7523 (FAX) or Big Rock Brewery Ltd. Bob King President (403) 720-3239 (403) 236-7523 (FAX) or Big Rock Brewery Ltd. Tim A. Duffin, C.A. Chief Financial Officer (403) 720-3239 (403) 236-7523 (FAX)