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Press release from CNW Group

Brick Proceeds with Cashless Exercise of Warrants

Tuesday, June 28, 2011

Brick Proceeds with Cashless Exercise of Warrants23:34 EDT Tuesday, June 28, 2011Conditions Satisfied with Amended Support Agreement reducing Market Price condition to $2.75EDMONTON, June 28, 2011 /CNW/ - The Brick Ltd. (TSX: BRK) (the "Brick Group") today announced that it has met the conditions in the offer of a cashless exercise circulated to the Brick Group's warrant holders announced on May 25, 2011 (the "Offer") with the amendment to its support agreement (the "Support Agreement"). Each of Fairfax Financial Holdings Limited, Mackenzie Financial Corporation, William H. Comrie and Chou Associates Management Inc. (collectively, the "Supporting Entities") have agreed to submit their Class A common share purchase warrants ("Warrants") for cashless exercise pursuant to the Offer announced on May 25, 2011.  The Supporting Entities beneficially own in aggregate approximately 86% or 100,010,000 of the outstanding Warrants.The volume weighted average trading price of the Class A common shares on the Toronto Stock Exchange for the five trading days immediately preceding June 29, 2011 (the "Market Price") was $2.7755.  The amended Support Requirement (as described below), which requires that the Market Price exceeds $2.75, has now been satisfied.By having exceeded the amended Market Price and receiving the commitment of Supporting Entities to submit their Warrants, which comprise over 85% of the Warrants, the conditions for proceeding with the cashless exercise of Warrants will have been satisfied and the cashless exercise of Warrants will proceed.Registered holders of Warrants that wish to submit their Warrants for cashless exercise pursuant to the Offer must ensure that all requirements for such submission have been satisfied on or prior to 5:00 p.m. (Eastern Time) on June 29, 2011.  The Brick Group will announce take-up pursuant to the Offer after 5:00 p.m. (Eastern Time) tomorrow, the deadline for submitting Warrants for cashless exercise pursuant to the Offer.Beneficial owners of Warrants, whose Warrants are registered in the name of a brokerage firm, bank or trust company or other intermediary, should promptly contact their intermediaries and obtain and follow their intermediaries' instructions with respect to the applicable submission procedures and deadlines, which may be earlier than the deadlines that are described above and set out in the Offer Letter.Pursuant to the Support Agreement, the Supporting Entities' commitment to exercise their Warrants on a cashless basis was conditional on the Market Price being not less than $2.80 per Class A common share and (ii) the Market Price minus the exercise price of any Warrant being not less than $1.80 (together, the "Support Requirement").  The Support Agreement has been amended to revise the Support Requirement to provide that the Supporting Entities will commit to exercise their Warrants provided the (i) the Market Price being not less than $2.75 per Class A common share and (ii) the Market Price minus the exercise price of any Warrant being not less than $1.75Under the Support Agreement, the Supporting Entities have agreed to submit their Warrants not later than 4:00 p.m. (Eastern Time) on June 29, 2011 for cashless exercise pursuant to the Offer.  Upon submission of the Warrants by the Supporting Entities pursuant to the Support Agreement, the conditions to the Offer will have been satisfied on or before June 29, 2011, and each Warrant properly submitted pursuant to the Offer will be accepted for cashless exercise at 11:59 p.m. (Eastern Time) on that date, and the holder thereof will thereupon be entitled to receive the number of Class A common shares described in the Offer Letter for the Offer.If you have any questions or require assistance with the Cashless Exercise of your Warrants, or if you wish to obtain a copy of the Offer Letter and the cashless exercise election form transmitted therewith, please contact:Georgeson100 University Avenue11th Floor, South TowerToronto, Ontario M5J 2Y1Toll Free: 1-866-656-4118Email: askus@georgeson.comThe preceding statements are only a summary of certain provisions of the Offer Letter, warrant indenture, warrant certificate and related amendments, and are qualified in their entirety by the full text of each, copies of which are available electronically under the System for Electronic Document Analysis and Retrieval (SEDAR) System ( Offer is not being made to, and cashless exercise election forms will not be accepted from or on behalf of, Warrant holders in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.About the Brick GroupThe Brick Group, together with its subsidiaries, is one of Canada's largest volume retailers of household furniture, mattresses, appliances and home electronics, operating under five banners: The Brick, United Furniture Warehouse, The Brick Superstore, The Brick Mattress Store, and Urban Brick. In addition, through its corporate sales division, the Brick Group services the subdivision, condominium, hospitality, and high-rise builder market. The Brick Group's retail operations are located in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Prince Edward Island, Nova Scotia, New Brunswick and Yukon.Forward-Looking StatementsThis news release contains "forward-looking statements" within the meaning of applicable Canadian securities laws, including (but not limited to) statements about the Brick Group's consolidated sales and operating revenue, consolidated EBITDA, consolidated net loss, sales and operating revenue in the financial services and retail segments, same store sales growth and goodwill and indefinite life intangible asset impairment charges, the financial flexibility and capital resources necessary to manage the business in the current economic environment, and similar statements concerning anticipated future events, results, circumstances, performance or expectations, that reflect management's current expectations and are based on information currently available to management of the Brick Group and its subsidiaries. The words "may", "will", "should", "believe", "expect", "plan", "anticipate", "intend", "estimate", "predict", "potential", "continue" or the negative of these terms, or other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters, identify forward-looking matters. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Brick Group to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. The Brick Group undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law. www.thebrick.comFor further information: Bill Gregson              Greg Nakonechny President and CEO             Vice President, Legal and Corporate Secretary The Brick Group             The Brick Group (780) 930-6300              (780) 930-6300