Diamond Estates Wines & Spirits Inc. Announces Reinstatement of Trading on TSX Venture Exchange and New Credit Agreement Amendment with BMO

Rhea-AI Summary

Diamond Estates Wines & Spirits (OTC:DWWEF; TSXV:DWS) announced the TSX Venture Exchange accepted reinstatement of trading in its common shares, effective at market open on or about October 21, 2025 or two business days after the bulletin.

The company also signed a sixth amendment to its Second Amended and Restated Credit Agreement with Bank of Montreal, securing waivers (including the fixed charge coverage ratio) to provide additional flexibility for its turnaround plan.

Other disclosures: 197,222 DSUs granted (Feb 12, 2024); conversion and settlement of $17,000 convertible debentures via 94,258 shares issued in March 2025; $190,560 of apple juice purchases from related party Golden Town Apple (Mar 31, 2024–Mar 31, 2025). Management plans to release Q2 results by end of November and holds a shareholder meeting on Oct 30, 2025.

Positive

• Trading reinstatement effective on or about Oct 21, 2025
• Signed sixth SARCA amendment with BMO securing waivers
• 94,258 shares issued to settle $17,000 convertible debentures

Negative

• Previous trading suspension due to delayed financial filings
• Related party purchases of $190,560 disclosed for FY 2024–25
• Shareholder meeting proxy deadline of Oct 28, 2025 could be affected by Canada Post disruption

Niagara-on-the-Lake, Ontario--(Newsfile Corp. - October 16, 2025) - Diamond Estates Wines & Spirits Inc. (TSXV: DWS) ("Diamond Estates" or the "Company") today announced that the TSX Venture Exchange ("TSXV") has accepted the reinstatement of trading in the Company's common shares, effective at market open on or about October 21, 2025 or two business days after the bulletin is issued. As previously disclosed, the trading suspension was imposed due to a delay in the filing of the Company's financial statements. These filings were completed and released over a month ago and the reinstatement will allow investors to once again trade freely in the Company's shares.

Sixth SARCA Amendment with BMO

The Company is also pleased to confirm that it has signed its sixth amendment to its Second Amended and Restated Credit Agreement ("SARCA") with Bank of Montreal ("BMO"), wherein the Company received waivers by BMO of certain defaults under the SARCA, including the fixed charge coverage ratio. This sixth amendment provides Diamond Estates with additional flexibility as it continues to execute on its turnaround plan.

"We are pleased with BMO's ongoing partnership and support," said Andrew Howard, President & CEO of the Company. "This amendment reflects the confidence of our lending partner in the substantial progress we have made and our path forward."

DSU Grants

The Company would also like to announce that on February 12, 2024, it granted a total of 197,222 deferred share units ("DSUs") to certain directors, under the Company's DSU plan.

Shares for Debt Settlement

The Company would also like to announce that a holder of an aggregate of $17,000 in principal amount of the Company's convertible debentures due November 9, 2025 (the "Debentures") previously elected on March 14, 2025 to convert their Debentures, together with accrued but unpaid interest thereon in the amount of $3,982. On March 26, 2025, the Company satisfied its obligations under these Debentures by issuing an aggregate of 70,833 common shares at a price of $0.24 per share in respect of the principal and 23,425 shares at a price of $0.17 per share in respect of the interest.

Apple Juice Purchases from Golden Town Apple

The Company would also like to clarify, in accordance with Policy 3.3 – Timely Disclosure of the TSXV, that for the period March 31, 2024 through March 31, 2025, the Company made various purchases totaling $190,560 worth of apple juice (the "Purchases") from Golden Town Apple Products Limited, a related party of the Company. The Purchases were made in the Company's normal course of business at prevailing market prices. The Purchases constitute "related party transactions" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSXV. Pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and minority approval of the Company's shareholders in respect of the Purchases due to the fair market value of the Purchases being below 25% of the Company's market capitalization for the purposes of MI 61-101.

Looking Ahead

Upon reinstatement of trading of the Company's common shares, the Company is focused on continuing its turnaround and building sustainable growth. Management looks forward to sharing its Q2 results by the end of November.

Upcoming Shareholder Meeting

In light of the ongoing Canada Post service disruption, the Company strongly encourages shareholders to vote their shares well in advance of the upcoming shareholder meeting scheduled for Thursday October 30, 2025 at 10:00 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 Tuesday October 28, 2025 at 10:00 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 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 winesfrom Argentina, Koyle Family Wines from Chile, 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/270765

FAQ

When will Diamond Estates (DWWEF / DWS) trading resume on the TSXV?

Trading is expected to resume at market open on or about October 21, 2025 or two business days after the bulletin.

What did the sixth amendment to Diamond Estates' credit agreement with BMO do?

The amendment granted waivers, including the fixed charge coverage ratio, providing additional flexibility for the company’s turnaround plan.

How many shares did Diamond Estates issue to settle convertible debentures in March 2025?

The company issued a total of 94,258 common shares to satisfy $17,000 principal plus $3,982 interest.

What related party transactions did Diamond Estates disclose for 2024–25?

The company disclosed $190,560 of apple juice purchases from related party Golden Town Apple for Mar 31, 2024–Mar 31, 2025.

When will Diamond Estates release its Q2 results for investors?

Management expects to release Q2 results by the end of November 2025.

When is Diamond Estates' upcoming shareholder meeting and proxy deadline (DWWEF)?

Shareholder meeting: Oct 30, 2025 at 10:00 a.m. ET; proxy deadline to be received by Oct 28, 2025 at 10:00 a.m. ET.