Not for distribution to United States news wire services or for dissemination in the United States
October 30, 2019, Niagara-on-the-Lake, Ontario - Diamond Estates Wines & Spirits Inc. (TSXV: DWS) (the "Company" or "Diamond Estates") (http://www.diamondestates.ca) is pleased to announce that it has closed its previously announced private placement offering (the "Private Placement") of 12,233,805 common shares ("Common Shares") at a price of $0.19 per Common Share for total gross proceeds of $2,324,423. Directors, officers and other insiders of the Company subscribed for $700,102 worth of Common Shares in the Private Placement.
The Private Placement was comprised of a brokered offering of 6,526,400 Common Shares (the "Brokered Offering"), which was conducted by a syndicate of agents led by Paradigm Capital Inc. and including Acumen Capital Finance Partners Limited (the "Agents"), and a non-brokered offering of 5,707,405 Common Shares (the "Non-Brokered Offering"). Pursuant to the terms of an agency agreement entered into among the Agents and the Company dated today (the "Agency Agreement"), the Agents received a cash commission on closing of the Private Placement equal to 6% of the aggregate gross proceeds of the Brokered Offering, along with a corporate finance fee of $46,035.
The Company intends to use the net proceeds from the Private Placement to fund the expansion of Ontario sales and marketing efforts, the buildout of a winery facility in British Columbia and for general working capital purposes.
Participation by the Company's directors and other insiders in the Private Placement is considered to be a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities being issued to insiders, nor the consideration being paid by such insiders, exceeds 25% of Diamond Estates' market capitalization.
The Common Shares have not been, and will not be, registered under the Unites States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state security laws, and may not be offered or sold in the Unites States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the Unites States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In addition to the closing of the Private Placement, the Company also wishes to announce that today, options expiring November 10, 2019 for 2 million common shares, with an exercise price of $0.12 per share, have been exercised by the holder thereof, and a retiring director had 360,015 vested deferred share units converted into common shares on a 1 for 1 basis.
About Diamond Estates Wines and Spirits Inc.
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 three wineries, two in Ontario and one in British Columbia, that produce predominantly VQA wines under such well known brand names as 20 Bees, EastDell, Lakeview Cellars, Dan Aykroyd, Fresh, McMichael Collection, Benchmark, Seasons and Backyard Vineyards. Through its wholly owned subsidiary, Trajectory Beverage Partners, the Company is the sales agent for many leading international brands in all regions of the country as well as being a distributor in the western provinces. These recognizable brands include Josh wines from California, Fat Bastard and Andre Lurton wines from France, Kaiken wines from Argentina, Anciano wines from Spain, Blue Nun wines from Germany, Francois Lurton wines from France and Argentina, Waterloo Brewing and Amsterdam Brewery, both from Canada, Landshark Lager from the USA, Marston's beers from England, Social Lite vodka sodas from Canada, Malfy Gin from Italy, Edinburgh Gin from Scotland, Ian MacLeod and Glengoyne scotches from Scotland, Barcelo Rum from the Dominican Republic and Tequila Rose Liqueur from McCormick Distilling in the USA.
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:
J. Murray Souter
President & CEO
Diamond Estates Wines & Spirits Inc.
905.641.1042 Ext 234
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