Diamond Estates Wines & Spirits Announces Completion of Debenture Principal and Interest Conversions
Niagara-on-the-Lake, Ontario--(Newsfile Corp. - November 11, 2026) - Diamond Estates Wines & Spirits Inc. (TSXV: DWS) ("Diamond Estates" or the "Company") announces that, further to its news release dated November 6, 2026, it issued today an aggregate of 32,465,316 common shares of the Company (the "Common Shares") in connection with the conversion of the principal and accrued and unpaid interest outstanding under its 10.0% unsecured convertible debentures (the "Debentures").
The Company issued 21,154,546 Common Shares at a conversion price of $0.22 per Common Share in satisfaction of the aggregate principal amount of $4,654,000 outstanding under the Debentures (the "Principal Conversion"). The Principal Conversion was completed in accordance with the terms of the Debentures and was previously approved by the TSX Venture Exchange (the "TSXV") and the Company's shareholders.
The Company also issued 11,310,770 Common Shares at a price of $0.13 per Common Share, being the closing price of the Common Shares on November 6, 2026, in settlement of $1,470,400 of accrued and unpaid interest payable through November 9, 2026, the maturity date of the Debentures (the "Interest Conversion"). The Interest Conversion was approved by the TSXV.
Of the Common Shares issued pursuant to the Principal Conversion, 8,200,000 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 $2,850,000 of principal. Of the Common Shares issued pursuant to the Interest Conversion, 2,541,539 were issued to Lassonde Industries Inc. in settlement of $330,400 of interest and 8,769,231 were issued to 3346625 Canada Inc. in settlement of $1,140,000 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 TSXV policies.
The Company also announces that it issued today 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 September 24, 2026.
MI 61-101 Disclosure
The participation of 3346625 Canada Inc. and Lassonde Industries Inc., 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 ("MI 61-101") and TSXV Policy 5.9. As disclosed in its November 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 TSXV 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 October 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% of the Company's market capitalization.
About Diamond Estates Wines and 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 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.
Through its commercial division, Trajectory Beverage Partners ("Trajectory"), the Company serves as the sales agent for a wide range of leading international beverage brands.
Wine Portfolio:
Trajectory represents renowned wine brands, including Fat Bastard and Gabriel Meffre from France; Kaiken from Argentina; Kings of Prohibition from Australia; Yealands, Kono, Tohu, and Joiy Sparkling Wine from New Zealand; Talamonti, Cielo and Valdo from Italy; Bodegas Muriel from Spain; Porta 6, Julia Florista, Boas Quintas, Catedral and Cabeca de Toiro from Portugal; Fowles Wines from Australia; Empress Wines from Croatia; as well as C.K. Mondavi & Family, Charles Krug, Line 39, Harken, FitVine and Rabble from California. Trajectory also represents a broad portfolio of wines sold exclusively to restaurants, bars and private consumers.
Spirits Portfolio:
Trajectory also represents distinguished spirit brands such as Cofradia Tequila, Siempre Tequila, Chisme Tequila, Hussong's Tequila, Solmano Mezcal and Chica Chida Agave Spirit from Mexico; Islay Mist and Waterproof blended Scotch whiskies from Scotland; Glen Breton Canadian whiskies from Nova Scotia; Five Farms Irish Cream Liqueur from the UK; Tequila Rose Strawberry Cream, 360 Vodka and Holladay Bourbon from the USA; Giffard Liqueurs from France; Zubrowka Vodka from Poland and Becherovka from the Czech Republic.
Beer, Cider, and RTD Portfolio:
In the beer, cider, and ready-to-drink (RTD) categories, Trajectory represents Darling Mimosa, Protini Beverages from Ontario; Mountain Joe Hard Coffee, ESA Cocktails, Solmano Craft Cocktails, Stickler Shrub Cocktails, Sunday Session RTDs and Jasper Brewing Company from Alberta, and Warsteiner and Konig Ludwig from Germany.
For more information, please contact:
Andrew Howard Basman Alias
President & CEO, Diamond Estates Wines & Spirits Inc. CFO, Diamond Estates Wines & Spirits Inc.
ahoward@diamondwines.com balias@diamondwines.com
Contact number: 905-685-5673
Early Warning Disclosure
Immediately prior to the Principal Conversion and Interest Conversion, Lassonde Industries Inc. ("Lassonde") 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 Inc., a corporation controlled by Mr. Pierre-Paul Lassonde and a joint actor of Lassonde ("Lassonde Holding" and together with Lassonde, the "Lassonde Group"), directly owned 2,117,824 Common Shares and $2,850,000 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% 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 today, 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% 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 the 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, whose head office addresses are indicated below. 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+ at www.sedarplus.ca. Copies of the reports may also be obtained by contacting:
For Lassonde Holding:
Pierre Boulais, Financial Director
3346625 Canada Inc.
54 Rang de la Montagne, Rougemont, Québec, J0L 1M0
450-469-2912
For Lassonde Industries:
Francis Trudeau, Chief Financial Officer
Lassonde Industries Inc.
755 rue Principale, Rougemont, Québec, J0L 1M0
450-469-0856
francis.trudeau@lassonde.com
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding the Lassonde Group's potential future acquisitions or dispositions of securities of Diamond Estates and its intentions regarding its investment in the Company. 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 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. 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.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
