 Lawyers, ugh, what are they good for?  Absolutely … a lot  Lawyers can add value, support/defend the business  Lawyers aid new product development

 Current federal regulations are outdated  The new Beer Canada beer definition is flexible  “But what about that new wheat beer everyone is talking about?”  Sugar, sugar and the 4% rule

 New Ontario beer deal signed in September, 2015  Maximum 450 food stores to sell 6 packs only  “You mean I can buy stock in The Beer Store”?  A whole lotta independent directors just named

 Small brewers to have minimum 20% display space at TBS  New provincial regulations require same % for food store displays  Two free listings for small brewers in 7 nearby TBS stores

 Two onsite beer stores now permitted (no cross-selling)  5000L still capacity rule abolished for onsite distillery store  New opportunities to distill and brew at same location (dual licensing still required)  New rules on “swag” merchandising opportunities

 Revamped listing of non-beer items permitted for onsite beer stores: ◦ Items which store, open, carry, serve alcohol ◦ Books, magazines, other media related to: (i) food and beverage, (ii) local history, art and tourism ◦ Clothing and accessories which display brewery’s branding ◦ Locally-produced artisanal products: “Locally-produced” means “produced in the Province of Ontario”  “Artisanal products” are “products produced in limited quantities using traditional methods”  Note: artisan products would seem to include food products, e.g., maple syrup, cheese, sausage, bread ◦ De-alcoholised wine and beer ◦ Tickets for public events in the community ◦ Gift cards and certificates to purchase brewery goods and services

 The share capital of TBS has been divided into two classes  A non-voting class is reserved for Molson Coors, Labatt and Sleeman  It represents the book and liquidation value of TBS at end 2014  The other class is voting, issuable in series reserved for each subscriber  All breweries qualify to buy such First Equity Shares, for $100  First Equity Shares have a proportional (to sales) liquidation value based on future increase of TBS net equity  TBS to function on a self-funded, break-even basis, any revenues in excess of annual costs are refunded to First Equity Shareholders pro-rata

 Ontario Liquor Control Act was changed to authorize Master Framework Agreement between Province, TBS and the Major Brewers  Two provisions were added of particular interest: ◦ 1) Retail licensees can be required to pay a different price for beer than general public ◦ 2) Retroactive approval given to 2000 framework agreement (now terminated) between Province and TBS  Under the 2000 agreement, Province agreed among other things TBS would generally have sole right to sell cases of beer (24 units)  Amendments may head off lawsuit filed by Burlington pub arguing violations of competition (anti-trust) laws

Gary M. Gillman Gillman Professional Corporation Barristers & Solicitors 151 Ferrand Drive, Suite 802 Toronto, Ontario M3C 3E5 Tel: Mobile: Website: