1083256 B.C. Ltd. entered into agreement to acquire all of the property and assets Russell Brewing Company from Russell Breweries Inc. (TSXV:RB) for approximately CAD 1.8 million on October 7, 2016. Under the terms of the agreement, the consideration of approximately CAD 1.8 million is subject to applicable working capital adjustment at closing. The consideration will paid as CAD 0.18 million in cash and the surrender of a CAD 0.18 million deposit paid in trust on execution of agreement, on closing. The remaining consideration will be paid in installments as follows; on the date that the final working capital is determined, payment of CAD 0.08 million, subject to any working capital adjustments and either on the date that is 6 months from the closing of agreement, the deposit with the escrow agent of CAD 0.2 million, to cover any indemnification claims that may be made by the 1083256 B.C. Ltd. for a period of one year following closing, and payment to Fort Garry Brewing Co. Ltd. of the remainder of the purchase price, being CAD 1.2 million plus interest of 7.5% per annum, compounded annually, on such amounts or on the date that is 6 months from the closing of agreement, payment to Fort Garry Brewing Co. Ltd of CAD 0.68 million and, on the date that is 12 months from the closing of the Russell Brewing Sale, payment to Fort Garry Brewing Co. Ltd of CAD 0.2 million, subject to any indemnification claims that may be made by 1083256 B.C. Ltd., and the remainder of the purchase price, being CAD 0.48 million, plus interest of 7.5% per annum, compounded annually, on such amounts. In a related transaction, Russell Breweries Inc. (TSXV:RB) entered into agreement to sell all of the property and assets Fort Garry Brewing Co. Ltd. for approximately CAD 7.72 million. Russell Breweries’ board may, under certain circumstances, terminate the agreement in favor of an unsolicited superior proposal, subject to payment of a termination fee of CAD 0.16 million to 1083256 B.C. Ltd. The purchaser had entered into support agreement with Denver Smith and Premier Diversified Holdings Inc., Directors and controlling shareholders of Russell Breweries representing approximately 40% stake to vote in favor of the transaction. The transaction is subject to approval by shareholders of Russell Breweries Inc., TSX Venture Exchange and other customary closing conditions. The deal is expected to close by end of November 2016. As of November 29, 2016, transaction has been approved by 99% of the Russell shareholders and is expected to close in December 2016. Evans & Evans, Inc. acted as fairness opinion provider to the special committee of the Board of Directors of Russell. 1083256 B.C. Ltd. completed the acquisition of all of the property and assets Russell Brewing Company from Russell Breweries Inc. (TSXV:RB) on December 16, 2016.