Diamond Estates Wines & Spirits Announces Voting Results from its Annual General and Special Meeting of Shareholders and Other Corporate Matters

Rhea-AI Summary

Diamond Estates Wines & Spirits (OTC: DWWEF) reported voting results from its annual general and special meeting held October 30, 2025. Shareholders elected all director nominees with >99.6% support and approved appointment of MNP LLC as auditors (99.839% for).

Shareholders approved amendments to the Stock Option Plan and Deferred Share Unit Plan to convert both into fixed up to 20% plans, expanding the maximum security‑based compensation reserve to 13,376,703 shares. Disinterested shareholders approved amendments and issuance of replacement convertible debentures to the Lassonde Group with 92.132% support (interested votes excluded).

The board appointed Ron McEachern as chairman and confirmed Andrew Howard as CEO; the company issued an additional 650,000 stock options at $0.19 to CFO Basman Alias (following a prior grant of 600,000 options).

Positive

• Director slate elected with >99.6% shareholder support
• Auditor appointment approved with 99.839% votes in favour
• Stock Option and DSU plans converted to fixed up to 20% compliance
• Disinterested shareholder approval of Lassonde debenture amendments at 92.132%

Negative

• Maximum security‑based compensation reserve expanded to 13,376,703 shares (potential dilution)
• Total stock options granted to CFO now 1,250,000 options (650,000 + 600,000) at $0.19 (potential dilution)

Niagara-on-the-Lake, Ontario--(Newsfile Corp. - October 30, 2025) - Diamond Estates Wines & Spirits Inc. (TSXV: DWS) ("Diamond Estates" or the "Company") is pleased to announce the results of voting at its annual general and special meeting of shareholders (the "Meeting") held today by teleconference.

The voting results for the election of directors were as follows:

Director Nominees	Number of Shares		Percentage of Votes Cast
	For	Withheld	For	Withheld
Guy Blanchette	38,685,784	126,428	99.674%	0.326%
John De Sousa	38,625,909	106,303	99.726%	0.274%
Claude Gilbert	38,645,584	86,628	99.776%	0.224%
Keith Harris	38,625,909	106,303	99.726%	0.274%
Andrew Howard	38,645,584	86,628	99.776%	0.224%
Ron McEachern	38,637,184	95,028	99.755%	0.245%
Vince Timpano	38,636,584	95,628	99.753%	0.247%

 

The voting results for other matters before the Meeting (which are fully outlined in the Company's management information circular for the Meeting (the "Circular"), which is available on SEDAR+ at www.sedarplus.ca and on the Company's website, www.diamondwines.com, under the "Investors" tab) were as follows:

• Appointment of Auditors: 99.839% of the votes were in favour of the resolution appointing MNP LLC as auditors of the Company until the next annual meeting, and 0.161% of the votes were withheld;

• Approval of the Amended Stock Option Plan: 99.579% of the votes were in favour of the resolution to approve the amended stock option plan (the "Stock Option Plan"), as further outlined below, and 0.421% of the votes were withheld;

• Approval of the Amended Deferred Share Unit Plan: 99.503% of the votes were in favour of the resolution to approve the amended deferred share unit plan (the "Deferred Share Unit Plan"), as further outlined below, and 0.497% of the votes were withheld; and

• Approval of Possible 2025 Convertible Replacement Debentures: 92.132% of the votes of disinterested shareholders were in favour of the amendments to the replacement convertible debentures held by Mr. Pierre-Paul Lassonde ("Mr. Lassonde") and Lassonde Industries Inc. ("Lassonde" and together with Mr. Lassonde, the "Lassonde Group") and the issuance of new replacement convertible debentures to Mr. Lassonde and Lassonde, and 7.868% of the votes of disinterested shareholders were withheld. The Company confirms that all interested shareholder votes were excluded from the votes listed above for this resolution, including the 34,964,330 common shares held by the Lassonde Group, together with any common shares held by other holders of the debentures.

As described above, at the Meeting, the shareholders approved certain amendments to the Company's Stock Option Plan and Deferred Share Unit Plan, converting both plans into "fixed up to 20%" plans, as defined under Policy 4.4 of the TSX Venture Exchange ("TSXV"). As a result, the maximum number of shares which may be issued under all of the Company's security-based compensation arrangements shall now be 13,376,703 shares, or such additional amount as may be approved from time to time by the shareholders of the Company and the TSXV.

In addition to expanding the share reserve, and as further described in the Circular, various other amendments to ensure compliance with the most recent Policy 4.4 were made to the Stock Option Plan, including (i) the introduction of a mandatory vesting schedule for stock options issued to persons providing investor relations services to the Company; and (ii) a clarification that any adjustment to outstanding stock options, other than those arising solely from a consolidation or security split will require prior approval of the TSXV. The Deferred Share Unit Plan was similarly amended to ensure compliance with Policy 4.4 and additionally (i) to allow deferred share units reflecting each director's quarterly retainer to be automatically credited on the last day of each fiscal quarter; and (ii) to allow former participants under the Deferred Share Unit Plan to submit up to two separate redemption notices after they cease providing services to the Company.

Presentation by Andrew Howard, President and CEO
At the Meeting, Mr. Andrew Howard, President and CEO of the Company, provided an update to those shareholders in attendance that can be found on the Company's website under the "Investors" tab.

"Fiscal 2024/2025 and following into Q1 2026 highlights the meaningful progress we have made in strengthening our business. With our turnaround continuing, we remain focused on executing our growth initiatives. Our strong positioning in the Grocery channel has allowed us to benefit disproportionately from the recent retail expansion, and that same success is now carrying into the emerging Convenience channel. The industry retail changes, together with enhanced government support, have created meaningful opportunities for our VQA portfolio, where consumer interest in Canadian wines continues to strengthen. We are also pleased with the integration of the D'Ont Poke the Bear brand and the Perigon Beverage Group sales agency, both of which align with our strategy of building a stronger, more diversified platform. These initiatives, along with our disciplined sales execution, position the Company to deliver ongoing value to our stakeholders," said Mr. Howard, President and CEO.

Appointment of Officers
Immediately following the Meeting, the following individuals were appointed officers of the Company by the board of directors:

Ron McEachern	-	Chairman
Andrew Howard	-	President and Chief Executive Officer
Basman Alias	-	Chief Financial Officer
Andrew Green	-	Vice-President and Secretary

 

Share Options
The Company is also pleased to announce that today it is has issued an additional 650,000 stock options at a strike price of $0.19 per stock option to Basman Alias, the new Chief Financial Officer of the Company (as of August 27, 2025), following on the issuance of 600,000 stock options to Mr. Alias on October 23, 2025. Each stock option is exercisable for the purchase of one common share for up to five years from the date of issuance, at which time they expire. The stock options are being issued under the Company's Stock Option Plan and vest at the rate of 25% on each anniversary of the issuance date.

"These stock option grants reflect the key role being performed by Basman in the successful execution of Diamond Estates' strategic plan," said Andrew Howard, President and CEO of the Company. "Our greatest asset is our people, and the board of directors is committed to ensuring that management's success is aligned with that of the shareholders".

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 is the sales agent for many leading international brands. These recognizable brands include Fat Bastard and Gabriel Meffre wines from France, Talamonti and Cielo wines from Italy, Kaiken wines from Argentina, Kings of Prohibition and McWilliams Wines from Australia, Yealands Family Wines and Joiy Sparkling wine from New Zealand, Cofradia Tequilas from Mexico, Maverick Distillery spirits (including Tag Vodka, Ginslinger Gin and Barnburner Whisky), Bench Brewing, Niagara Cider, Darling Ready to Drink and Hounds Vodka from Canada, Porta 6, Julia Florista, Catedral and Cabeca de Toiro wines from Portugal, Islay Mist and Waterproof blended Scotch whiskies, Glen Breton Canadian whiskies, C.K Mondavi & Family, Line 39, Harken, FitVine and Rabble wines from California & Charles Krug wines from Napa Valley, Rodenbach beer from Belgium, La Trappe beer from the Netherlands, and Tequila Rose Strawberry Cream, Five Farms Irish Cream Liqueur, Broker's Gin, Hussong's Tequila, 360 Vodka and Holladay Bourbon from McCormick Distilling International.

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 Diamond Estates Wines and Spirits Inc. 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 economy generally; consumer interest in the services and products of the Company; financing; competition; and anticipated and unanticipated costs. 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.

For more information, please contact:

Andrew Howard President & CEO ahoward@diamondwines.com Contact number: 905-685-5673

Basman Alias Chief Financial Officer balias@diamondwines.com

 

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/272673

FAQ

What were the election results for Diamond Estates (DWWEF) at the October 30, 2025 meeting?

All director nominees were elected with individual vote support above 99.6%.

How many shares are now reserved under Diamond Estates' amended compensation plans (DWWEF)?

The amended Stock Option and Deferred Share Unit plans set the maximum reserve at 13,376,703 shares.

What was the shareholder vote on the replacement convertible debentures for the Lassonde Group (DWWEF)?

Disinterested shareholders approved the amendments and issuance with 92.132% in favour; interested votes were excluded.

How many stock options were granted to the CFO of Diamond Estates (DWWEF) on October 30, 2025?

An additional 650,000 options were issued at a $0.19 strike, following 600,000 options issued on October 23, 2025 (total 1,250,000).

Who were appointed officers of Diamond Estates immediately after the October 30, 2025 meeting (DWWEF)?

Following the meeting, Ron McEachern was named Chairman; Andrew Howard remains President and CEO; Basman Alias is CFO; Andrew Green is Vice‑President and Secretary.

Who was appointed auditor for Diamond Estates (DWWEF) and what was the vote result?

MNP LLC was appointed auditor until the next annual meeting with 99.839% of votes in favour.