Premier says it would exchange one of its common shares for every 2.5 shares of Russell, which is headquartered near Vancouver in Surrey, B.C.
Based on the Thursday closing prices of the two stocks, Premier says its offer is 36.7 per cent above the Russell market price.
Russell shares closed at six cents per share on the TSX Venture Exchange and Premier's closed at 17 cents on the over-the-counter market.
Premier says it currently owns 16.7 per cent of Russell's outstanding shares and has a lockup agreement for another 2.29 per cent.
It's seeking to buy up to 51 per cent of Russell's shares but doesn't plan to change its business or acquire full ownership.
Russell Breweries produces beer in British Columbia and in Manitoba, where it owns Fort Garry Brewing Co.