A&W Revenue Royalties Income Fund and A&W Food Services of Canada Inc. Announce Secondary Bought Deal Offering of Units

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

A&W Revenue Royalties Income Fund (the "Fund") (TSX:AW.UN) and A&W Food Services
of Canada Inc. ("Food Services") announce that the Fund and Food Services have
entered into an agreement with CIBC and National Bank Financial Inc. and a
syndicate of underwriters (collectively, the "Underwriters") to complete a
secondary bought deal offering of units of the Fund ("Units"). Under the
agreement, the Underwriters will purchase 2,997,000 Units at a purchase price of
$23,35 per Unit for gross proceeds of $69,979,950. The Units are being sold by
Food Services. The Fund will not receive any proceeds from the offering. The
offering will be made pursuant to a short form prospectus to be filed with
securities regulators in each of the provinces of Canada. The offering is
expected to close on or about March 2, 2011. Closing is subject to a number of
customary conditions, including receipt of all necessary regulatory approvals.


Food Services currently owns securities indirectly exchangeable for 4,247,358
Units (the "Exchangeable Securities"), representing a 34% indirect interest in
the Fund. Prior to closing of the offering, Food Services will exchange only the
number of Exchangeable Securities needed for the number of Units to be sold
pursuant to the offering. Following the closing of the offering, Food Services
will own Exchangeable Securities indirectly exchangeable for 1,250,358 Units, or
approximately a 10% indirect interest in the Fund. 


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy, which may be made only by means of the prospectus, nor shall
there be any sale of the Units in any state, province or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any state, province or
jurisdiction. The Units have not been, and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or compliance with an applicable exemption from the
registration requirement under U.S. securities laws.


About the Fund

The Fund is a limited purpose trust established to invest in A&W Trade Marks
Inc. ("TMI"), which through its interest in the A&W Trade Marks Limited
Partnership (the "Partnership"), owns the A&W trade-marks used in the A&W quick
service restaurant business in Canada. The A&W trade-marks comprise some of the
best-known brand names in the Canadian foodservice industry. In return for
licensing Food Services to use its trade-marks, TMI (through the Partnership)
receives royalties equal to 3% of the sales of A&W restaurants in the Royalty
Pool. Food Services is the second largest quick-service hamburger restaurant
chain in Canada. Operating coast-to-coast, A&W restaurants feature famous
trade-marked menu items such as The Burger Family, Chubby Chicken and A&W Root
Beer. 


The Royalty Pool is adjusted annually to reflect sales from new A&W restaurants,
net of the sales of any A&W restaurants that have permanently closed. Additional
limited partnership units are issued to Food Services to reflect the annual
adjustment. Food Services' additional limited partnership units are exchangeable
for additional non-voting common shares of TMI which shares are exchangeable for
Units of the Fund.


Food Services currently owns 34% of the common shares of TMI, and therefore
currently owns the equivalent of 34% of the Units of the Fund on a fully-diluted
basis.


TMI's dividends to the Fund and to Food Services, and the Fund's distributions
to unitholders are based on top-line revenues of the A&W restaurants in the
Royalty Pool, less interest, general and administrative expenses and current
income taxes of TMI, and are thereby isolated from many of the factors that
impact an operating business. 


Certain statements in this report may be forward-looking in nature. Actual
results may differ materially from those expressed or implied in these
forward-looking statements. The forward-looking statements are based on
assumptions that management considered reasonable at the time they were
prepared. These forward-looking statements are subject to a number of risk
factors, including general economic and business conditions, unemployment,
harmonization of sales taxes, financial and political instability, changes in
income tax laws or their application to the Fund and other factors disclosed
previously and from time to time in the Fund's public filings. Forward-looking
information is provided as of the date hereof and, except as required by law, we
assume no obligation to update or revise forward-looking information to reflect
new events or circumstances. 


Additional information relating to the Fund is on SEDAR at www.sedar.com and on
the Fund's website at www.awincomefund.ca.