Diamond Estates Wines & Spirits Announces Share Issuances

Rhea-AI Summary

Diamond Estates Wines & Spirits (DWWEF) announced the issuance of common shares on December 5, 2025 related to the Perigon Beverage Group acquisition and services by 2RL Capital.

The company issued 679,928 Second Tranche Earnout Shares at a deemed price of $0.21 per share as the second of three earnout tranches under the September 12, 2024 purchase agreement with Perigon. It also issued 254,885 Second Payment Shares to principals of 2RL Capital at a deemed price of $0.196 per share. All issued shares are subject to a statutory or TSXV hold period of four months and one day.

The company reminded disinterested shareholders to vote ahead of the shareholder meeting on December 22, 2025 at 9:00 a.m. ET and noted proxy submissions must be received by December 18, 2025 at 9:00 a.m. ET.

Positive

• Issued 679,928 earnout shares at $0.21 per share on Dec 5, 2025
• Issued 254,885 payment shares to 2RL Capital at $0.196 per share on Dec 5, 2025
• Second of three earnout share tranches completed under the Sept 12, 2024 agreement

Negative

• Total of 934,813 common shares issued on Dec 5, 2025 (679,928 + 254,885)
• All issued shares subject to a four months and one day hold period, limiting near-term liquidity

Key Figures

Second Tranche Earnout Shares: 679,928 shares Earnout share price: $0.21 per share Second Payment Shares: 254,885 shares +5 more

8 metrics

Second Tranche Earnout Shares 679,928 shares Issued at a deemed price of $0.21 per share for Perigon acquisition earnout

Earnout share price $0.21 per share Deemed issuance price for Second Tranche Earnout Shares

Second Payment Shares 254,885 shares Issued at a deemed price of $0.196 per share to 2RL Capital

Second Payment share price $0.196 per share Deemed issuance price for Second Payment Shares

Shareholder meeting time 9:00 a.m. (ET) Scheduled for Monday December 22, 2025

Proxy deadline 9:00 a.m. (ET) Proxies must be received by Thursday December 18, 2025

Deferred Share Units 221,875 DSUs Previously issued at $0.20 per DSU to settle compensation

Compensation settled $44,375.00 Directors’ deferred compensation settled via DSUs

Market Reality Check

Price: $0.0012 Vol: Volume 1,000 is 0.32x the...

low vol

$0.0012 Last Close

Volume Volume 1,000 is 0.32x the 20-day average of 3,085 shares. low

Technical Price 0.0012 is trading below the 200-day MA of 0.16 and near the 52-week low.

Peers on Argus

Peers showed mixed moves: TNYBF up 12.63%, SBDCF up 13.33%, while SVIN and LRGR ...

Peers showed mixed moves: TNYBF up 12.63%, SBDCF up 13.33%, while SVIN and LRGR were modestly negative and EWRC was flat. DWWEF was unchanged, suggesting stock-specific rather than sector-wide drivers.

Historical Context

2 past events · Latest: Jul 30 (Negative)

Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Jul 30	Filing delay / CTO	Negative	-25.0%	Delay in year-end 2025 filings and expected cease trade order and suspension.
Jul 14	Compensation issuance	Neutral	-2.6%	Issuance of deferred share units to settle directors’ deferred compensation.

Pattern Detected

Limited recent history shows that prior corporate and regulatory setbacks were followed by negative price reactions.

Recent Company History

Over the last months, Diamond Estates reported a delay in filing its year-end 2025 financial statements, expecting a cease trade order and TSX Venture suspension, which coincided with a -25% move. Earlier, it issued 221,875 deferred share units to settle $44,375.00 of directors’ compensation, with a modest -2.57% reaction. Today’s additional share issuances tied to the Perigon acquisition and an upcoming shareholder meeting continue a pattern of equity-based actions and governance events.

Market Pulse Summary

This announcement details further share issuances tied to the Perigon acquisition and ongoing adviso...

Analysis

This announcement details further share issuances tied to the Perigon acquisition and ongoing advisor services, alongside logistics for a shareholder meeting on December 22, 2025. In recent months, the company faced a filing delay and an expected cease trade order, as well as prior equity-based compensation. Investors may focus on how these actions affect the share count, governance, and the resolution of outstanding regulatory and reporting issues.

Key Terms

statutory hold period, tsx venture exchange, management information circular, sedar+

4 terms

statutory hold period regulatory

"The Second Tranche Earn-Out Shares are subject to a statutory hold period of four months..."

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

tsx venture exchange regulatory

"The Second Payment Shares are subject to a four month and one day hold period under the policies of the TSX Venture Exchange."

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

management information circular regulatory

"The Notice of Meeting, Management Information Circular and related proxy materials..."

A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.

sedar+ regulatory

"Meeting Materials were filed on the Company's website and on the Company's SEDAR+ profile..."

SEDAR+ is Canada’s centralized online system where publicly traded companies submit required regulatory documents such as financial reports, prospectuses and disclosure statements. It gives investors a single, searchable place — like a public library or online filing cabinet — to check a company’s official records for transparency, compare performance, and verify material information before making investment decisions.

AI-generated analysis. Not financial advice.

Niagara-on-the-Lake, Ontario--(Newsfile Corp. - December 5, 2025) - Diamond Estates Wines & Spirits Inc. (TSXV: DWS) ("Diamond Estates" or the "Company") announces that today the Company issued 679,928 common shares in the capital of the Company (the "Second Tranche Earnout Shares") at a deemed issuance price of $0.21 per share as part of the purchase price of the acquisition of Perigon Beverage Group ("Perigon"). This is the second of three share issuances to the principals of Perigon based on the gross margin six-month earnouts set out in the definitive purchase agreement dated September 12, 2024 with Perigon. The Second Tranche Earn-Out Shares are subject to a statutory hold period of four months and one day in accordance with applicable securities laws.

The Company also announces that today, pursuant to the engagement letter it entered into with 2RL Capital Inc. ("2RL Capital") dated September 12, 2024, in connection with the Perigon acquisition and the ongoing services provided by 2RL Capital to the Company, the Company issued 254,885 common shares in the capital of the company (the "Second Payment Shares") to the principals of 2RL Capital, at a deemed issuance price of $0.196 per common share. The Second Payment Shares are subject to a four month and one day hold period under the policies of the TSX Venture Exchange.

Upcoming Shareholder Meeting

The Company also strongly encourages disinterested shareholders to vote their shares well in advance of the upcoming shareholder meeting scheduled for Monday December 22, 2025 at 9:00 a.m. (ET). To ensure votes are received in a timely manner, shareholders are advised to submit their proxies or voting instructions through electronic means or via their intermediaries as early as possible and votes submitted by proxy must be received by Thursday December 18, 2025 at 9:00 a.m. (ET). The Notice of Meeting, Management Information Circular and related proxy materials (the "Meeting Materials") were filed on the Company's website and on the Company's SEDAR+ profile at www.sedarplus.ca.

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, Creekside, D'Ont Poke the Bear, EastDell, Lakeview Cellars, Mindful, Shiny Apple Cider, Fresh Wines, Red Tractor, Seasons, Serenity and Backyard Vineyards.

Through its commercial division, Trajectory Beverage Partners, the Company serves as the sales agent for a wide range of leading international beverage brands.

Wine Portfolio:
Trajectory represents several renowned wine brands, including Fat Bastard and Gabriel Meffre from France; Kaiken from Argentina; Kings of Prohibition from Australia; Yealands, Kono, Tohu, and Joiy Sparkling Wine from New Zealand; Talamonti and Cielo from Italy; Porta 6, Julia Florista, Boas Quintas, Catedral, and Cabeca de Toiro from Portugal; as well as C.K Mondavi & Family, Charles Krug, Line 39, Harken, FitVine, and Rabble from California.

Spirits Portfolio:
The Company also represents distinguished spirit brands such as Tag Vodka, Ginslinger Gin, and Barnburner Whisky from Ontario; Cofradia Tequila and Hussong's Tequila from Mexico; Islay Mist and Waterproof blended Scotch whiskies from Scotland; Glen Breton Canadian whiskies from Nova Scotia; Five Farms Irish Cream Liqueur and Broker's Gin from the UK; Tequila Rose Strawberry Cream, 360 Vodka, and Holladay Bourbon from the USA; Giffard Liqueurs from France and Becherovka Liqueur from the Czech Republic.

Beer, Cider and RTD Portfolio:
In the beer, cider, and ready-to-drink (RTD) categories, Trajectory represents TAG and Ginslinger RTDs and Darling Mimosas, both from Ontario; Rodenbach beer from Belgium; La Trappe beer from the Netherlands and Warsteiner beer from Germany.

For more information, please contact:

Andrew Howard 
President & CEO 
ahoward@diamondwines.com

Basman Alias
Chief Financial Officer
balias@diamondwines.com

Contact number: 905-685-5673

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277102

FAQ

How many shares did Diamond Estates (DWWEF) issue on December 5, 2025?

The company issued a total of 934,813 shares: 679,928 earnout shares and 254,885 payment shares.

What were the deemed issuance prices for the shares Diamond Estates (DWWEF) issued on Dec 5, 2025?

The Second Tranche Earnout Shares were deemed at $0.21 per share and the Second Payment Shares at $0.196 per share.

Are the shares issued by Diamond Estates (DWWEF) on Dec 5, 2025 restricted for sale?

Yes; the issued shares are subject to a statutory or TSXV hold period of four months and one day.

What does the earnout share issuance mean for the Perigon acquisition by Diamond Estates (DWWEF)?

Diamond Estates issued the second of three earnout tranches tied to gross margin milestones under the Sept 12, 2024 purchase agreement.

When is the Diamond Estates (DWWEF) shareholder meeting and what is the proxy deadline?

The shareholder meeting is on December 22, 2025 at 9:00 a.m. ET; proxy votes must be received by December 18, 2025 at 9:00 a.m. ET.

Where can Diamond Estates (DWWEF) shareholders find the meeting materials and proxy information?

Meeting Materials and proxy details are available on the company's website and on its SEDAR+ profile at www.sedarplus.ca.