April 29, 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 has completed a non-brokered private placement of 26,733,288 common shares (the “Common Shares”) for $0.12 per Common Share for aggregate gross proceeds of $3,207,995 million (the “Offering”).
The Company paid finder’s fees equal to 7% of the gross proceeds secured by certain finders in the Offering.
The proceeds of the Offering are intended to 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 Common Shares issued as part of the Offering are subject to a hold period expiring four months and one day from their date of issuance in accordance with the policies of the TSX Venture Exchange and applicable Canadian securities law.
All of the directors and officers of the Company, as well as Oakwest Corporation Limited (a controlling shareholder of the Company whose Vice President and Secretary is David Beutel, the Chairman of the Board of the Company) together subscribed for an aggregate of 11,558,971 Common Shares under the same terms and conditions as the Offering. Upon closing of the Offering, Oakwest Corporation Limited will hold 29,416,382 Common Shares or 29.4% percent of the Company’s issued and outstanding Common Shares.
Because insiders of the Company subscribed for Common Shares under the Offering, the Offering is considered to be a related party transaction as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders will exceed 25% of the Company’s market capitalization. The Company did not file a material change report prior to the closing of the Offering as details of participation of the insiders had not been finalized prior to today.
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 CP:00014049.1 company, please visit the company’s SEDAR profile at www.sedar.com.
For further information about the Company, 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.
