RB

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.


Russell Breweries Inc. (TSX VENTURE:RB) (the "Company") is pleased to announce
that, further to the press release of the Company dated December 13, 2013
whereby the Company announced that it had entered into a loan agreement (the
"Original Loan Agreement") with Weichun Ye ("Ye") and FVI Capital Inc. with
respect to a loan of $400,000 by Ye to the Company (the "Original Loan"), the
Company has entered into a replacement loan agreement (the "Loan Agreement")
with Ye and Yan Zeng (together with Ye, the "Lenders") and Dongbing (Derrick) Ma
(the "Guarantor") which replaces the terms of the Original Loan. Pursuant to the
Loan Agreement, the Lenders have loaned to the Company an aggregate principal
amount of $500,000 (the "Loan") bearing interest at a rate of 9% per annum
calculated and compounded semi-annually (the "Interest").


The principal amount of the Loan is due and payable on the earlier of December
31, 2015 and the occurrence of an Event of Default (as defined in the Loan
Agreement). The Interest is payable on January 1 and June 1 of each year
beginning June 1, 2014. The Loan and all interest thereon may be prepaid, at any
time, without premium or penalty, upon seven days' written notice.


The Company's obligations under the Loan Agreement are guaranteed by the
Guarantor and, in consideration for acting as guarantor, the Company has granted
to the Guarantor 4,000,000 non-transferable warrants (the "Warrants"), each
Warrant entitling the Guarantor to purchase one common share in the capital of
the Company (a "Warrant Share") at an exercise price of $0.05 per share until
December 31, 2015, subject to regulatory approval.


Pursuant to the terms of the Loan Agreement, the Company executed a security
agreement in favour of the Lenders granting a security interest in all present
and future undertaking and property of the Company to the Lender subordinated to
any existing security interests.


The proceeds of the Loan will be used to meet the Company's near term working
capital commitments and to continue operations. The Loan proceeds will also
allow the Issuer to launch new products as planned.


Related Party Transaction

On the basis that the Guarantor, Dongbing (Derrick) Ma, is a director, the
proposed grant of the Warrants is a "related party transaction" within the
meaning of Multilateral Instrument 61-101 ("MI 61-101").


The review and approval process that has been adopted by the directors of the
Company in connection with the proposed grant of the Warrants is as follows:


In conducting their review and approval process with respect to the proposed
grant of the Warrants, the board of directors of the Company determined that the
distribution of an information circular to shareholders, the preparation and
distribution of a formal valuation and the seeking of shareholder approval for,
and in connection with, the proposed grant of the Warrants are not necessary
under MI 61-101 because:




a.  For the purposes of Section 5.5(a) of MI 61-101 the board of directors
    of the Company have determined, in good faith, that the fair market
    value of the Warrants will not exceed 25% of the market capitalization
    of the Company, and on that basis the proposed grant of the Warrants
    fall within an exemption from the formal valuation requirement of
    Section 5.4 of MI 61-101;
b.  For the purposes of Section 5.7(1)(a) of MI 61-101 the board of
    directors of the Company have determined, in good faith, that the fair
    market value of the Warrants will not exceed 25% of the market
    capitalization of the Company, and on that basis the proposed grant of
    Warrants fall within an exemption to the minority shareholder approval
    requirement of Section 5.6 of MI 61-101; and
c.  The disinterested directors of the Company (i.e., those other than
    Dongbing (Derrick) Ma) have all approved the Loan and the proposed grant
    of the Warrants.



The Guarantor currently owns or controls 4.1% of the issued and outstanding
common shares in the capital of the Company. If the Warrants are exercised, the
Guarantor would directly or indirectly own or control 8.7% of the issued and
outstanding common shares in the capital of the Company. The Warrants and the
Warrant Shares will be subject to a four month and a day hold period from the
date of grant of the Warrants.


About Russell Breweries Inc.

Russell Breweries Inc. is a leading Western Canadian brewer. It brews, markets,
sells and distributes a diverse portfolio of award-winning beers that are
produced by its wholly-owned regional breweries: Russell Brewing Company in
British Columbia and Fort Garry Brewing Company in Manitoba. Both breweries are
dedicated to producing high-quality, flavourful ales and lagers. Russell
Breweries Inc. is publicly listed on the TSX Venture Exchange (TSX VENTURE:RB).


Forward-Looking Information

This release includes certain statements that are deemed "forward-looking
statements". All statements in this release, other than statements of historical
facts, that address events or developments that the Company expects to occur,
are forward-looking statements. Forward-looking statements are statements that
are not historical facts and are generally, but not always, identified by the
words "expects", "plans", "anticipates", "believes", "intends", "estimates",
"projects", "potential" and similar expressions, or that events or conditions
"will", "would", "may", "could" or "should" occur. Although the Company believes
the expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future performance
and actual results may differ materially from those in the forward-looking
statements. Factors that could cause the actual results to differ materially
from those in forward-looking statements include: the ability of the Company to
repay the Loan based on sales and working capital and general economic, market
or business conditions, the receipt of the required regulatory approvals and the
use of the proceeds of the Loan. Investors are cautioned that any such
statements are not guarantees of future performance and actual results or
developments may differ materially from those projected in the forward-looking
statements. Forward-looking statements are based on the beliefs, estimates and
opinions of the Company's management on the date the statements are made. Except
as required by applicable securities laws, the Company undertakes no obligation
to update these forward-looking statements in the event that management's
beliefs, estimates or opinions, or other factors, should change.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Russell Breweries Inc.
Benjamin Li Yu
Director
Office: 604.599.1190
benjamin.yu@russellbeer.com

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