Liquor Stores/Liquor Barn

Offer by Liquor Stores for all the units of Liquor Barns on the basis of .53 of a Liquor Store unit for each Liquor Barn unit. Those Canadian Liquor Barn unitholders who wish rollover treatment make a "Merger Election" at the time they deposit their units to the Offer. The offer relies on the right under the Liquor Barn declaration of trust to proceed on the basis of a written resolution of 2/3 of the Liquor Barn unitholders (the "Special Resolution") approving a merger of Liquor Barns into Liquor Stores as described in s. 132.2 rather than through a meeting, so that (subject to approval of the OSC and Quebec) the cooperation of Liquor Barn management is not required in order to proceed with the merger. One Liquor Barn unit is to be retained by Liquor Stores following the merger.

It is contemplated that Liquor Barns will make a special distribution immediately before the merger to distribute undistributed taxable income (as well as Liquor Store, if it has any).