Diamond Estates Wines & Spirits Inc. Provides Additional Information about Upcoming Voting on its Related Party Transaction

Rhea-AI Summary

Diamond Estates Wines & Spirits (DWWEF) provided additional details about a shareholder resolution to approve replacement debentures to extend debenture payment dates and preserve cash and liquidity ahead of the annual meeting on October 30, 2025. The Lassonde Group holds convertible debentures totalling $3.35 million, 34,964,330 common shares (52.28%) and 874,603 DSUs. Assuming a conversion price of $0.165, the Lassonde Group could gain an additional 26,393,939 shares, bringing its stake to 61,358,269 shares (65.78%); full conversion of all convertibles would total 62,232,872 shares (66.10%). The Lassonde Group’s existing 34,964,330 shares and related debenture-held shares will be excluded from voting on the resolution.

Positive

• Preserves cash by extending debenture payment dates
• Lassonde Group holds convertible debentures of $3.35 million

Negative

• Potential dilution: Lassonde stake could rise to 65.78% after debenture conversion
• Full conversion could concentrate 66.10% ownership with Lassonde Group
• Existing 34,964,330 Lassonde shares will be excluded from voting

Niagara-on-the-Lake, Ontario--(Newsfile Corp. - October 24, 2025) - Diamond Estates Wines & Spirits Inc. (TSXV: DWS) ("Diamond Estates" or the "Company") wishes to provide certain additional information concerning the shareholder resolution which would approve the issuance of new replacement debentures, including to 3346625 Canada Inc., an entity controlled by Mr. Pierre-Paul Lassonde, and Lassonde Industries Inc. (the "Lassonde Group"), which is being considered by shareholders at the Company's upcoming annual general and special meeting of shareholders on October 30, 2025 (the "Meeting").

The Company is seeking to extend the eventual payment dates of its debentures in order to preserve cash and liquidity for operations.

The Lassonde Group holds convertible debentures in the aggregate principal amount of $3.35 million. The Lassonde Group also directly or indirectly owns or controls 34,964,330 common shares and 874,603 deferred share units of the Company. The Company has 66,883,515 common shares issued and outstanding. Prior to the conversion of any of its convertible securities, the Lassonde Group owns 34,964,330 common shares, representing 52.28% of the Company's issued and outstanding shares. Assuming the conversion of its other convertible securities (other than the convertible debentures), the Lassonde Group would hold 35,838,933 common shares, representing 52,89% of the Company's issued and outstanding shares after the exercise of such convertibles. The replacement debentures will have a conversion price equal to market prices at the time they are issued. Assuming a conversion price of $0.165 (being the closing price of the Company's common shares on September 25, 2025, the date of the Management Information Circular for the Meeting), the Lassonde Group would acquire an additional 26,393,939 common shares, for a total of 61,358,269, representing 65.78% of the Company's issued and outstanding shares after the conversion of its debentures. Assuming the conversion of all of its convertible securities (debentures, options, warrants, and DSUs), the Lassonde Group would hold a total of 62,232,872 common shares, representing 66.10% of the Company's issued and outstanding shares after all such conversions.

The 34,964,330 common shares held by the Lassonde Group, together with any common shares held by other holders of the debentures, will be excluded from voting on this resolution. The Company is not aware of any common shares of Diamond Estates that are held by other arm's length debenture holders.

Upcoming Shareholder Meeting

Following up on the Company's press release of October 16, 2025, in light of the continued ongoing Canada Post service disruptions the Company strongly encourages shareholders to vote their common 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. Shareholders can also vote online via www.voteproxyonline.com by entering the 12 digit control number found on the form of proxy, or by facsimile via 416-595-9593.

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, 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.

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/271923

FAQ

What resolution will Diamond Estates (DWWEF) vote on October 30, 2025?

Shareholders will vote on approving replacement debentures to extend payment dates and preserve liquidity.

How much do the Lassonde Group’s convertible debentures total in Diamond Estates (DWWEF)?

The Lassonde Group holds convertible debentures totaling $3.35 million.

How would a $0.165 conversion price affect Lassonde Group ownership of DWWEF?

At $0.165 conversion, Lassonde would gain 26,393,939 shares, reaching 65.78% ownership.

Will the Lassonde Group vote its existing Diamond Estates shares on the debenture resolution?

No; the 34,964,330 common shares held by the Lassonde Group will be excluded from voting on this resolution.

How can DWWEF shareholders submit votes for the October 30, 2025 meeting?

Shareholders should submit proxies electronically or via intermediaries; proxies must be received by Oct 28, 2025 10:00 a.m. ET.