This News Release is Not for Dissemination in the United States or for Distribution to U.S. Wire Services.
Diamond Estates Wines & Spirits Inc. (TSXV:DWS) (“Diamond Estates” or the “Company”) is pleased to announce the initiation of a non-brokered private placement of up to 11.5 million common shares (the “Shares”) at a price of $0.20per Share for aggregate gross proceeds of up to $2.3 million (the “Offering”).
3346625 Canada Inc. together with Lassonde Industries Inc. (“Lassonde Holding”), a control person of the Company, has agreed to subscribe (either directly or through affiliated entities) up to 9 million common shares for aggregate gross proceeds of $1.8 million. In addition, if any amount of the Offering is unsubscribed for following the participation of other investors, including those participating under the Existing Securityholder Exemption (see below), Lassonde Holding may subscribe for an additional amount up to its committed gross proceeds of $1.8 million.
In addition to other prospectus exemptions commonly relied upon in private placements, including the accredited investor exemption, the Offering will be made available to existing shareholders of the Company who, as of the close of business on July 5, 2024 (the “Record Date”), held common shares of the Company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption available under Ontario Securities Commission Rule 45-501 – Ontario Prospectus and Registration Exemptions and equivalent provisions of applicable securities laws in other jurisdictions of Canada (the “Existing Security Holder Exemption”). Under the Existing Security Holder Exemption, existing shareholders that do not qualify as accredited investors are limited to a maximum investment of CDN $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the Existing Security Holder Exemption exceeding the maximum amount of the Offering, the Company intends to adjust the subscriptions received on a pro-rata basis.
It is anticipated that the Offering will close on or about July 16, 2024. The Company intends to use the net proceeds from the Offering for general working capital purposes.
If you are an existing shareholder of the Company as of the Record Date who is interested in participating in the Offering, please contact Andrew Howard, CEO or Ryan Conte, CFO at their respective coordinates below or by mail addressed to their attention at 1067 Niagara Stone Road, Niagara on the lake ON L0S 1J0 for further information.
Participation under the Existing Shareholder Exemption will be open from the date of this news release until July 11, 2024, with all required documentation and subscription funds to be provided to the Company on or before July 12, 2024. If you are a shareholder of the Company who held common shares on the Record Date and wish to participate in the Offering, please contact the Company on or before July 11, 2024.
Certain related parties of the Company, including Lassonde or its affiliated parties, may participate in the Offering. Any participation of related parties will constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Offering by Insiders will not exceed 25% of the fair market value of the Company’s market capitalization, as well as certain other available exemptions.
The issuance of the Shares will be subject to satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including approval by the TSX Venture Exchange. The Shares will be subject to a hold period of four months and one day from their date of the issuance.
The Shares will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities of the Company in the United States.
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.
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 any assumption that the Offering will raise any proceeds for the Company. There can be no assurances that the Offering will be completed.. 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 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.
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.
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