Niagara-on-the-Lake, Ontario--(Newsfile Corp. - July 17, 2024) - Diamond Estates Wines & Spirits Inc. (TSXV: DWS) ("Diamond Estates" or the "Company") is pleased to announce that it has closed its fully subscribed non-brokered private placement previously announced by the Company on July 8, 2024 through the issuance of 11,466,065 common shares of the Company (the "Common Shares") at an issue price of $0.20 per common share, for aggregate gross proceeds of $2,293,213 (the "Offering").
Pursuant to the Offering, Lassonde Industries Inc. ("Lassonde"), a "Control Person" of the Company (as that term is defined by the policies of the TSX Venture Exchange (the "TSXV")), subscribed for 7,500,000 Common Shares, and 3346625 Canada Inc., a corporation controlled by Mr. Pierre-Paul Lassonde acting jointly with Lassonde ("Lassonde Holding" and together with Lassonde, the "Lassonde Group") subscribed for 1,500,000 Common Shares.
The issuance of the Common Shares to the Lassonde Group constitutes a related-party transaction under the meaning of Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation requirements of MI 61-101 contained in section 5.5(b) of MI 61-101, as the Company is not listed on a specified market. Furthermore, as the fair market value of the Offering is not more than 25% of the market capitalization of the Company and the fair market value of the Offering is not more than $2,500,000, the Company is relying on the exemptions from minority approval requirements of MI 61-101 contained in section 5.7(1)(a) and 5.7(1)(b) of MI 61-101.
The net proceeds of the Offering will be used for general working capital purposes.
All Common Shares sold pursuant to the Offering are subject to a four month hold period which expires on November 18, 2024. The Offering has received conditional approval from the TSXV and is subject to receipt of final approval by the TSXV.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Early Warning Report
As mentioned above, Lassonde acquired today an aggregate of 7,500,000 Common Shares pursuant to the Offering at an issue price of $0.20 per Common Share, for an aggregate purchase price of $1,500,000 and Lassonde Holding acquired an aggregate of 1,500,000 Common Shares pursuant to the Offering at an issue price of $0.20 per Common Share, for an aggregate purchase price of $300,000.
Prior to the closing of the Offering, (i) Lassonde directly held 25,346,506 Common Shares, $500,000 in principal amount of 10.0% unsecured convertible debentures due November 2024 (the "Debentures"), 80,000 options exercisable for 80,000 Common Shares, 400,534 deferred share units, which may be settled, at the discretion of Diamond Estates, for up to 400,534 Common Shares and 1,123,958 warrants exercisable into 1,123,958 Common Shares and (ii) Lassonde Holding directly held 617,824 Common Shares, $2,850,000 in principal amount of Debentures and 250,000 warrants exercisable into 250,000 Common Shares.
As such, prior to closing of the Offering, Lassonde Group held 25,964,330 Common Shares, representing approximately 54.03% (on a non-diluted basis) of the then issued and outstanding Common Shares, $3,350,000 in principal amount of Debentures, 80,000 options, 1,373,958 warrants and 400,534 deferred share units.
Following the closing of the Offering, based on the number of issued and outstanding Common Shares after closing of the Offering and without additional issuance or conversion of securities, Lassonde now holds 32,846,506 Common Shares, representing approximately 55.18% (on a non-diluted basis) of the total issued and outstanding Common Shares, Lassonde Holding now holds 2,117,824, representing approximately 3.56% (on a non-diluted basis) of the total issued and outstanding Common Shares, and the Lassonde Group now owns 34,964,330 Common Shares, representing approximately 58.74% (on a non-diluted basis) of the current issued and outstanding Common Shares. The Offering did not affect its other securities of Diamond Estates.
The participation by the Lassonde Group in the Offering was undertaken to assist the Company with the execution of its strategic plan. The Lassonde Group may, from time to time, acquire additional securities of the Company for investment purposes and may, from time to time, increase or decrease its beneficial ownership or control of the Company depending on market or other conditions.
This news release is being issued as required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bids and Insider Reporting Issues and National Instrument 62-104 - Take-Over Bids and Issuer Bids, and relates to Lassonde, whose head office is located at 755 rue Principale, Rougemont, Québec, J0L 1M0, and to Lassonde Holding, whose head office is located at 54 Rang de la Montagne, Rougemont, Québec, J0L 1M0. Both Lassonde and Lassonde Holdings will file an early warning report, which will be available under the Company's profile on the SEDAR+ website at www.sedarplus.ca, and which may also be obtained by contacting, for Lassonde, éric Gemme, Chief Financial Officer of Lassonde, at 450-469-4926, ext. 10456, and for Lassonde Holding, Pierre Boulais, Financial Director of Lassonde Holding, at 450-469-2912.
Shares for Debt Settlement for $125,00 Principal Amount of Debentures
In addition, holders of an aggregate of $125,000 in principal amount of the Company's convertible debentures due November 9, 2024 (the "Debentures") have elected, in accordance with the terms and conditions of the Debentures, that the Offering will constitute the maturity date for their Debentures. The Company intends to satisfy its obligations under these Debentures, which together with accrued and unpaid interest amounts to an aggregate of $146,096, by issuing 730,480 Common Shares at a price per share of $0.20 to holders of the Debentures in a shares for debt transaction.
The Common Shares issued to debenture holders will be subject to a statutory hold period of four months and a day from the date of issuance, in accordance with applicable securities legislation. Completion of this shares for debt transaction is subject to the approval of the TSXV.
About Diamond Estates Wines and Spirits Inc.
Diamond Estates Wines and Spirits Inc. is a producer of high-quality wines and ciders as well as a sales agent for over 120 beverage alcohol brands across Canada. The Company operates four production facilities, three in Ontario and one in British Columbia, that produce predominantly VQA wines under such well-known brand names as 20 Bees, D'Ont Poke the Bear, Creekside, EastDell, Lakeview Cellars, Mindful, Shiny Apple Cider, Fresh Wines, Proud Pour, Red Tractor, Seasons, Serenity and Backyard Vineyards.
Through its commercial division, Trajectory Beverage Partners, the Company is the sales agent for many leading international brands in all regions of the country as well as being a distributor in the western provinces. These recognizable brands include Fat Bastard, Gabriel Meffre, and Andre Lurton wines from France, Merlet and Larsen Cognacs from France, Kaiken wines from Argentina, Blue Nun and Erben wines from Germany, Calabria Family Estate Wines, McWilliams Wines and Joiy Wines from Australia, Saint Clair Family Estate Wines and Yealands Family Wines from New Zealand, Cofradia Tequila from Mexico, Maverick Distillery spirits (including Tag Vodka and Barnburner Whisky) from Ontario, Talamonti, Cavit and Cielo wines from Italy, Catedral and Cabeca de Toiro wines from Portugal, Edinburgh Gin, Tamdhu, Glengoyne and Smokehead single-malt Scotch whiskies from Ian McLeod Distillers in Scotland, Islay Mist, Ryelaw, and Waterproof whiskies from MacDuff International in Scotland, C. Mondavi & Family wines including C.K Mondavi, Charles Krug, and Flat Top Hills from Napa Valley, Wize Spirits, Hounds Vodka, Walter Caesars, Glen Breton Whisky from Canada, Bols Vodka from Amsterdam, Warsteiner Beers from Germany, Koyle Family Wines from Chile, Rossi D'Asiago Limoncello from Italy and Becherovka from Czechoslovakia.
For more information about Diamond Estates, please contact:
Andrew Howard President & CEO Email: [email protected] Phone: (647)-991-5491
Forward-Looking Statements This news release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-Looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Forward-Looking information in this news release includes (but not limited to) information regarding the ability of the Company to obtain the final approval of the TSXV for the Offering and the use of proceeds from the Offering. While the Company acknowledges that subsequent events and developments may cause its views to change, the Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the views of the Company as of any date subsequent to the date of this news release. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This News Release is Not for Dissemination in the United States or for Distribution to U.S. Wire Services.
