April 13, 2015 – Niagara-on-the-Lake, Ontario – Diamond Estates Wines & Spirits Inc. (the “Company” or “Diamond Estates”) (http://www.diamondestates.ca) (TSXV: DWS), is pleased to announce that it intends to complete a non-brokered private placement (the “Offering”) of between 19,583,333 and 25,000,000 common shares (the “Common Shares”) for $0.12 per Common Share for aggregate gross proceeds of between $2.35 million and $3 million.
Subject to certain limitations discussed below, the Offering is open to (a) “accredited investors” as defined under National Instrument 45-106, (b) subscribers subscribing for the minimum investment amount of $150,000, (c) all existing Diamond Estates shareholders, or (d) subscribers eligible to purchase pursuant to a relevant exemption in the Province of their residence. The Offering is subject to TSX Venture Exchange (the “Exchange”) acceptance. Any existing Diamond Estates shareholders interested in participating in the offering should contact Diamond Estates using the contact information set out below.
The Offering is not subject to any minimum aggregate subscription. Up to 50% of the Common Shares issued in the Offering may be sold to Insiders of the Company (as such term is defined in policy 1.1 of the TSX Venture Exchange). Finder’s fees equal to 7% of the gross proceeds secured by such finders in the Offering may be paid to eligible finders with respect to any portion of the Offering that is not subscribed for by existing shareholders.
The proceeds of the Offering, subject to unforeseen events or opportunities arising, will be used for working capital, the construction of a new retail outlet at the Company’s Diamond Estates Wine Co., sales and marketing initiatives and for general corporate purposes.
The Company securities issued as part of the Offering will be subject to a hold period expiring four months and one day from the date of issuance of such securities.
Existing Shareholder Exemption
Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the “Existing Shareholder Exemption”) contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions, as well as the amendments to Rule 45-501- Ontario Prospectus and Registration Exemptions in Ontario. The Existing Shareholder Exemption is not available in Newfoundland and Labrador. In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors.
Diamond Estates has set April 10, 2015 as the record date (the “Record Date”) for the purpose of determining existing shareholders entitled to purchase Common Shares pursuant to the Existing Shareholder Exemption. Subscribers purchasing Common Shares under the Existing Shareholder Exemption will need to complete a subscription agreement and represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on the Record Date, a shareholder of Diamond Estates, and will continue to be a shareholder of Diamond Estates until the closing of the Offering. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 in a twelve-month period unless the subscriber has obtained advice from a registered investment dealer in their jurisdiction regarding the suitability of the investment, and CP:00011020.1 subscribers relying on the Existing Shareholder Exemption will make a representation to Diamond Estates of this in writing. In the event that subscriptions received for the Offering based on available exemptions exceed the maximum Offering of $3 million, Diamond Estates may seek to increase the size of the Offering and obtain Exchange approval for such an increase. In the alternative, should Diamond Estates not seek to increase the size of the Offering the Units will be allocated pro rata amongst all subscribers qualifying under the Existing Shareholder Exemption.
About Diamond Estates
Diamond Estates Wines and Spirits Inc. is a producer of high quality wines and a sales agent for over 120 beverage alcohol brands across Canada. The company operates two wineries in the Niagara region of Ontario producing VQA and blended wines under such well-known brand names as 20 Bees, EastDell Estates, Diamond Estates Cellars, Dois Amigos, Dan Aykroyd, Riders Valley, Candy Wines, Benchmark and Seasons. Through its partnership, Kirkwood Diamond Canada, the Company is a sales agent for top selling international brands in all regions of the country as well as being a distributor in the western provinces. These recognizable brands include Fat Bastard wines from France, Fireball Whiskey Shooter from Canada, Hpnotiq Liqueur from France, Anciano wines from Spain, Francois Lurton wines from France and Argentina, Brick Brewing from Canada, Buffalo Trace Bourbon from USA, Flor de Cana rum from Nicaragua, Iceberg Vodka from Canada and many others. For further information on the company, please visit the company’s SEDAR profile at www.sedar.com.
Diamond Estates Wines & Spirits Inc. common shares trade on the TSX Venture Exchange (symbol DWS).
For more information, please contact:
J. Murray Souter
President & CEO
Diamond Estates Wines & Spirits Inc.
jmurraysouter@diamondwines.com
905 641 1042 Ext 234
Alan Stratton, CPA, CA
CFO
Diamond Estates Wines & Spirits Inc.
astratton@diamondwines.com
905 641 1042 Ext 225
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.
Statements made in this press release include forward-looking statements that involve a number of risks and uncertainties. These statements relate to future events or future performance and reflect management's current expectations and assumptions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, such as the economy generally, regulatory approvals, participation in the Offering, competition in Diamond Estates’ target markets, the demand for Diamond Estates’ products, and the availability of funding. These forward-looking statements are made as of the date hereof and Diamond Estates does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from Diamond Estates’ expectations and projections.
