Lassonde Acquires a Convertible Debenture of Diamond Estates Wines & Spirits Inc.

Rhea-AI Summary

Lassonde Industries acquired a 10.0% unsecured convertible debenture of Diamond Estates (TSXV: DWS) with maturity November 9, 2026, principal $1,304,000 for total consideration $1,330,079.78 in a privately negotiated transaction on January 19, 2026.

After the acquisition Lassonde directly holds $1,804,000 in principal amount of these debentures and the Lassonde Group holds $4,654,000 in principal amount; the Group continues to hold ~51.56% of common shares on a non-diluted basis. Conversion scenarios would raise combined ownership to ~63.07%.

Positive

• Acquisition increases Lassonde Group debentures to $4,654,000
• Lassonde Group maintains majority stake at approximately 51.56%
• Transaction completed via privately negotiated purchase on January 19, 2026

Negative

• Combined potential ownership could rise to approximately 63.07% if debentures convert
• Debenture maturity is short-term: November 9, 2026
• Purchase included accrued interest for total consideration of $1,330,079.78

Niagara-on-the-Lake, Ontario--(Newsfile Corp. - January 23, 2026) - Diamond Estates Wines & Spirits Inc. (TSXV: DWS) ("Diamond Estates", or the "Company") announces today that Lassonde Industries Inc. ("Lassonde") acquired a 10.0% unsecured convertible debenture of Diamond Estates with a stated maturity date of November 9, 2026 in the principal amount of $1,304,000 from a third party for total consideration of $1,330,079.78, representing the principal amount plus accrued interest thereon, through a privately negotiated transaction entered into on January 19, 2026 (the "Acquisition"). The head office of Diamond Estates is located at 1067 Niagara Stone Road. Niagara-on-the-Lake, Ontario, L0S 1J0 and the common shares of Diamond Estates (the "Common Shares") are traded on the TSX Venture Exchange under the symbol "DWS".

Prior to the Acquisition, Lassonde directly owned 32,846,506 common shares of Diamond Estates (the "Common Shares"), $500,000 in principal amount of 10.0% unsecured convertible debentures of Diamond Estates and 847,603 deferred share units, which may be settled, at the discretion of Diamond Estates for up to 847,603 Common Shares. Additionally, 3346625 Canada Inc., a corporation controlled by Mr. Pierre-Paul Lassonde and a joint actor of Lassonde ("Lassonde Holding" and together with Lassonde, the "Lassonde Group") directly owns 2,117,824 Common Shares and $2,850,000 in principal amount of 10.0% unsecured convertible debentures of Diamond Estates. As such, prior to the Acquisition, the Lassonde Group held 34,964,330 Common Shares, representing approximately 51.56% (on a non-diluted basis) of the issued and outstanding Common Shares, $3,350,000 in principal amount of 10.0% unsecured convertible debentures of Diamond Estates and 847,603 deferred share units.

Following the Acquisition, Lassonde directly owns 32,846,506 Common Shares, $1,804,000 in principal amount of 10.0% unsecured convertible debentures of Diamond Estates and 847,603 deferred share units. As such, the Lassonde Group now holds 34,964,330 Common Shares, representing approximately 51.56% (on a non-diluted basis) of the issued and outstanding Common Shares, $4,654,000 in principal amount of 10.0% unsecured convertible debentures of Diamond Estates and 847,603 deferred share units.

If Lassonde was to convert all of its debentures of Diamond Estates, it would own, directly or indirectly, 41,046,506 Common Shares, representing approximately 54.00% of the issued and outstanding Common Shares (based on the then current number of issued and outstanding Common Shares, assuming no additional issuance or conversion) and if Lassonde Holding was to convert all of its debentures of Diamond Estates, it would own, directly or indirectly, 15,072,369 Common Shares, representing approximately 18.66% of the issued and outstanding Common Shares (based on the then current number of issued and outstanding Common Shares, assuming no additional issuance or conversion). If both Lassonde Industries and Lassonde Holding were to convert all of their debentures of Diamond Estates, the Lassonde Group would own, directly or indirectly, 56,118,874 Common Shares, representing approximately 63.07% of the issued and outstanding Common Shares (based on the then current number of issued and outstanding Common Shares, assuming no additional issuance or conversion).

The Acquisition was undertaken for investment purposes. The Lassonde Group may, from time to time, acquire additional securities of Diamond Estates for investment purposes and to assist Diamond Estates with the execution of its strategic plan and may, from time to time, increase or decrease its beneficial ownership or control of Diamond Estates depending on market or other conditions, general economic conditions, Diamond Estates' business and financial condition and other factors.

This news release is being issued as required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 - Take-Over Bids and Issuer Bids and relates to Lassonde, whose head office is located at 755 rue Principale, Rougemont, Québec, J0L 1M0. A copy of the early warning report with additional information in respect of the foregoing matters will be available under Diamond Estates' profile on the SEDAR+ website at www.sedarplus.ca or by contacting:

Éric Gemme, Chief Financial Officer
Lassonde Industries Inc.
755 rue Principale, Rougemont, Québec, J0L 1M0
450-469-4926, ext. 10456

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 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. Trajectory also represents a broad portfolio of wines sold exclusively to restaurants, bars and private consumers.

Spirits Portfolio:

The Company also represents distinguished spirit brands such as; 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 from the Czech Republic.

Beer, Cider, and RTD Portfolio:

In the beer, cider, and ready-to-drink (RTD) categories, Trajectory represents Darling Mimosas 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 Contact number: 905-685-5673

Basman Alias Chief Financial Officer balias@diamondwines.com

 

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281499

FAQ

What did Lassonde acquire from Diamond Estates on January 19, 2026 (DWWEF)?

Lassonde acquired a 10.0% unsecured convertible debenture with principal $1,304,000 for total consideration $1,330,079.78.

How much of Diamond Estates does the Lassonde Group own after the January 2026 acquisition?

The Lassonde Group holds approximately 51.56% of Diamond Estates' common shares on a non-diluted basis after the acquisition.

What is the debenture maturity date for the Diamond Estates debenture Lassonde bought?

The acquired debenture has a stated maturity date of November 9, 2026.

How would conversion of debentures affect Lassonde Group ownership of Diamond Estates (DWWEF)?

If both Lassonde and Lassonde Holding converted their debentures, the Group would hold about 63.07% of issued common shares.

Was the Lassonde purchase of the Diamond Estates debenture a public or private transaction?

The Acquisition was completed through a privately negotiated transaction entered into on January 19, 2026.