FORM 45-106F2 Offering Memorandum for Non-Qualifying Issuers Amended and Restated November 24, 2017 The Issuer: Name: MacMhaol-onfhaidh (‘Macaloney’) Brewers & Distillers Ltd. (the “Corporation” or “MBD”) Head Office: Victoria Caledonian Distillery & Twa Dogs Brewery, 761 Enterprise Crescent, Saanich, B.C., V8Z 6P7 (250) 634 2276;
[email protected] Currently listed or quoted? No. These securities do not trade on any exchange or market. Reporting issuer? No. SEDAR filer? No. The Offering: Securities offered: Units. Each unit (a “Unit”) is composed of: . one common class A share (a “Common Share”); . one quarter of a Common Share purchase warrant exercisable until 19 months from the date of the closing pursuant to which a subscriber purchased their Units (each whole warrant of this kind referred to as an “MBD ‘A’ Warrant”); and . one quarter of a Common Share purchase warrant exercisable until 31 months from the date of the closing pursuant to which a subscriber purchased their Units (each whole warrant of this kind referred to as an “MBD ‘B’ Warrant”). Each whole MBD “A” Warrant entitles the holder to purchase one Common Share at a price per Common Share equivalent to the Unit price and each whole MBD “B” Warrant entitles the holder to purchase one Common Share at a price per Common Share equivalent to the Unit price multiplied by 110%. The subscriber will be granted certain rights (the “Rights”) pursuant to a rights agreement (the “Rights Agreement”) to be entered into between MBD, Dr. Graeme Macaloney and, among others, subscribers under this Offering Memorandum (see Item 5.1.4 – The Rights).