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

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.