Mr. Andrew Howard reports
DIAMOND ESTATES WINES & SPIRITS INC. PROVIDES ADDITIONAL INFORMATION ABOUT UPCOMING VOTING ON ITS RELATED PARTY TRANSACTION
Diamond Estates Wines & Spirits Inc. has provided 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 Pierre-Paul Lassonde, and Lassonde Industries Inc., which is being considered by shareholders at the company's upcoming annual general and special meeting of shareholders on Oct. 30, 2025.
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 per cent 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 per cent 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 16.5 cents (being the closing price of the company's common shares on Sept. 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 per cent 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 (deferred share units)), the Lassonde Group would hold a total of 62,232,872 common shares, representing 66.10 per cent 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 Oct. 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, Oct. 30, 2025, at 10 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, Oct. 28, 2025, at 10 a.m. ET. The notice of meeting, management information circular and related proxy materials were filed on the company's website and on the company's SEDAR+ profile. Shareholders can also vote on-line 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 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.
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