Mr. Andrew Howard reports

DIAMOND ESTATES WINES & SPIRITS ANNOUNCES COMPLETION OF DEBENTURE PRINCIPAL AND INTEREST CONVERSIONS

Further to the news release dated Nov. 6, 2026, Diamond Estates Wines & Spirits Inc. issued on Nov. 11, 2026, an aggregate of 32,465,316 common shares of the company in connection with the conversion of the principal and accrued and unpaid interest outstanding under its 10.0 per cent unsecured convertible debentures.

The company issued 21,154,546 common shares at a conversion price of 22 cents per common share in satisfaction of the aggregate principal amount of $4,654,000 outstanding under the debentures. The principal conversion was completed in accordance with the terms of the debentures and was previously approved by the TSX Venture Exchange and the company's shareholders.

The company also issued 11,310,770 common shares at a price of 13 cents per common share, being the closing price of the common shares on Nov. 6, 2026, in settlement of $1,470,400 of accrued and unpaid interest payable through Nov. 9, 2026, the maturity date of the debentures. The interest conversion was approved by the TSX-V.

Of the common shares issued pursuant to the principal conversion, 8.2 million were issued to Lassonde Industries Inc. in settlement of $1,804,000 of principal and 12,954,546 were issued to 3346625 Canada Inc. in settlement of $2.85-million of principal. Of the common shares issued pursuant to the interest conversion, 2,541,539 were issued to Lassonde Industries in settlement of $330,400 of interest, and 8,769,231 were issued to 3346625 Canada in settlement of $1.14-million of interest.

The common shares issued pursuant to the interest conversion are subject to a statutory hold period expiring on March 12, 2027, in accordance with applicable securities laws and TSX-V policies.

The company also announces that it issued on Nov. 11, 2026, 652,789 common shares to Keith Harris in settlement of his deferred share units, in accordance with their terms, following the end of his term as a director of the company, effective Sept. 24, 2026.

Multilateral Instrument 61-101 disclosure

The participation of 3346625 Canada and Lassonde Industries, each a related party of the company, in each of the principal conversion and the interest conversion constituted a related-party transaction for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) and TSX-V Policy 5.9. As disclosed in its Nov. 6, 2026, news release, the company relied on the exemption from the formal valuation requirement in Subsection 5.5(b) of MI 61-101 for both the principal conversion and the interest conversion, as the company's securities are listed on the TSX-V and are not listed or quoted on any of the specified markets set out in that subsection.

In respect of the principal conversion, the minority approval required under MI 61-101 was obtained at the company's annual general and special meeting of shareholders held on Oct. 30, 2025, in connection with the approval of the debentures and their conversion terms. The resolution was approved by a majority of the votes cast by disinterested shareholders, with the votes attached to common shares held by interested shareholders excluded.

In respect of the interest conversion, the company relied on the exemption from the minority approval requirement in Subsection 5.7(1)(a) of MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the interest conversion, insofar as it involved related parties, exceeded 25 per cent of the company's market capitalization.

About Diamond Estates Wines & Spirits Inc.

Diamond Estates 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 facilities, three in Ontario and one in British Columbia, that produce predominantly VQA wines under such 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.

Early warning disclosure

Immediately prior to the principal conversion and interest conversion, Lassonde Industries directly owned 32,846,506 common shares, $1,804,000 in principal amount of debentures and 773,288 deferred share units, which may be settled, at the discretion of Diamond Estates, for up to 773,288 common shares.

Additionally, 3346625 Canada, a corporation controlled by Pierre-Paul Lassonde and a joint actor of Lassonde, directly owned 2,117,824 common shares and $2.85-million in principal amount of debentures immediately prior to the principal conversion and interest conversion.

Accordingly, immediately prior to the principal conversion and interest conversion, the Lassonde group held an aggregate of 34,964,330 common shares, representing approximately 50.85 per cent of the issued and outstanding common shares on a non-diluted basis, $4,654,000 in principal amount of debentures and 773,288 deferred share units.

Pursuant to the principal conversion and interest conversion completed on Nov. 11, 2026, Lassonde acquired an aggregate of 10,741,539 common shares and Lassonde Holding acquired an aggregate of 21,723,777 common shares. Following these issuances and the issuance of 652,789 common shares to Keith Harris in settlement of his deferred share units, Lassonde directly owns 43,588,045 common shares and 773,288 deferred share units, and Lassonde Holding directly owns 23,841,601 common shares. The Lassonde group therefore holds an aggregate of 67,429,646 common shares, representing approximately 66.19 per cent of the issued and outstanding common shares on a non-diluted basis, and 773,288 deferred share units. The Lassonde group no longer holds any debentures following the conversions.

The principal conversion and interest conversion were completed in accordance with the settlement terms of the debentures. The conversions were required pursuant to the terms of the debentures as repayment of the principal and accrued interest amounts thereunder was not permitted under certain restrictive covenants contained in the company's credit facility with Bank of Montreal. 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 and Lassonde Holding,. Early warning reports in respect of the principal conversion and interest conversion have been filed by Lassonde and Lassonde Holding under Diamond Estates' profile on SEDAR+.

We seek Safe Harbor.