TORONTO, ONTARIO--(Marketwired - Sept. 24, 2013) - Whiteknight Acquisitions II Inc. (the "Company") (TSX VENTURE:WKN.P), a Capital Pool Company, is pleased to announce that it closed its Qualifying Transaction today (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange) (the "Exchange") involving the exchange of all of the issued and outstanding securities of Diamond Estates Wines & Spirits Ltd. ("Diamond"), for securities of the Company. Pursuant to the Qualifying Transaction, the Company issued 26,256,671 common shares and 399,973 share purchase warrants in exchange for all of the issued and outstanding securities of Diamond. The Company has also changed its name to "Diamond Estates Wines & Spirits Inc.".
David Mitchell, Peter Beck, Neil Blinco, and Ilja Troitschanski, have resigned as directors of the Company. Keith Harris and David Mitchell have also resigned as officers of the Company.
The Company's board of directors is now comprised of the following individuals: J. Murray Souter, David Beutel, Keith Harris, John De Sousa, Harold Wolkin, and John Hick. In addition, the board has appointed J. Murray Souter as Chief Executive Officer, Andrew Green as Vice President and Corporate Secretary, Geoff Kritzinger as Chief Financial Officer, and Murray Marshall as Chief Operating Officer.
Upon closing of the Qualifying Transaction, 2,000,000 options were granted to J. Murray Souter, each such option being exercisable for one common share of the Company at an exercise price of $0.20.
Prior to closing of the Qualifying Transaction, Diamond completed a private placement (the "Private Placement") of 41,756,060 subscription receipts (the "Subscription Receipts") with Paradigm Capital Inc. acting as lead agent on behalf of a syndicate of agents including Canaccord Genuity Corp. (the "Agents"), for gross proceeds of $8,351,212. On completion of the escrow release conditions set out in the subscription receipt agreement entered into among Diamond, Paradigm Capital Inc., and Olympia Transfer Services Inc. on September 6, 2013, each Subscription Receipt was automatically exchanged for one common share of the Company resulting in the issuance by the Company today of 41,756,060 common shares.
Proceeds from the Private Placement will be used as set out in the Filing Statement of the Company dated August 29, 2013 and found on the Company's profile at www.sedar.com.
Through its subscription for 21,250,000 Subscription Receipts in the Private Placement, which were exchanged for common shares of the Company today, Oakwest Corporation Limited ("Oakwest") of 20 Eglinton Avenue West, Suite 1902, Toronto, Ontario, became a control person of the Company. Oakwest acquired 21,250,000 common shares of the Company for $0.20 per share for aggregate consideration of $4,250,000 being 51% of the total number of securities sold in the Private Placement (the "Oakwest Acquisition"). Immediately following closing of the Qualifying Transaction, Oakwest held a total of 22,962,382 common shares, being 31.31% of all of the issued and outstanding common shares of the Company.
Oakwest completed the Oakwest Acquisition for investment purposes and may purchase additional securities of the Company on the open market, by private agreement or otherwise, subject to availability, market conditions, applicable laws and other relevant factors.
The common shares held by Oakwest are held in escrow pursuant to an Exchange Form 5D Value Escrow Agreement, pursuant to which Oakwest's securities shall be released as to 10% immediately following the issuance of the Final Exchange Bulletin to be issued in connection with the Qualifying Transaction, and 15% every six months thereafter.
Oakwest intends to file a report describing the Oakwest Acquisition with applicable regulators, a copy of which shall be promptly sent to anyone who requests it from the CEO of the Company.
The Company previously received conditional approval from the Exchange for the Qualifying Transaction and the listing of the shares of the Resulting Issuer (as such term is defined in Policy 2.4 of the Exchange) for trading on the Exchange, subject to satisfaction of certain customary conditions. The Company anticipates receiving its Final Exchange Bulletin from the TSX Venture Exchange in respect of the closing of the Qualifying Transaction within the next week, following which its common shares will resume trading under the symbol "DWS", and it will no longer be considered a Capital Pool Company. On closing of the Qualifying Transaction the Company had a total of 73,336,731 common shares issued and outstanding.
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 release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy 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 law and may not be offered or sold within the United States or to a U.S. Person unless registered under the U.S. Securities Act and applicable state securities laws or under an exemption from such registration is available.
Cautionary Note Regarding Forward-Looking Statements
This Press 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 Press Release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Company to satisfy the requirements of the Exchange with respect to the Qualifying Transaction and the concurrent financing; the economy generally; consumer interest in the services and products of the resulting issuer; competition; and anticipated and unanticipated costs. While the Company acknowledges that subsequent events and developments may cause its views to change, the Company may specifically disclaim any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this Press 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.