Niagara-on-the-Lake, Ontario--(Newsfile Corp. - December 16, 2025) - Diamond Estates Wines & Spirits Inc. (TSXV: DWS) ("Diamond Estates" or the "Company") announces the replacement of $4,654,000 aggregate principal amount of 10.0% unsecured convertible debentures of the Company (the "2024 Replacement Debentures"), which includes (i) the $2,850,000 aggregate principal amount of 10.0% unsecured convertible debentures of the Company issued to 3346625 Canada Inc. ("Lassonde Holding"), (ii) the $500,000 aggregate principal amount of 10.0% unsecured convertible debentures of the Company issued to Lassonde Industries Inc. ("Lassonde Industries", a joint actor of Lassonde Holding and together with Lassonde Holding, the "Lassonde Group"), and (iii) the $1,304,000 aggregate principal amount of 10.0% unsecured convertible debentures of the Company issued to Raymond James Ltd. in trust for MacNicol & Associates Asset Management Inc., with new debentures (the "2025 Replacement Debentures") maturing on November 9, 2026, the whole in accordance with the terms of the 2024 Replacement Debentures.
The material terms of the 2025 Replacement Debentures, including their principal amounts, are the same as the 2024 Replacement Debentures, other than: (i) the conversion price, which is now $0.22; and (ii) the maturity date, which is now November 9, 2026.
Lassonde Holding and Lassonde Industries, insiders of the Company, accepted an amendment to their existing debenture holdings by exchanging the 2024 Replacement Debentures for an aggregate of $3,350,000 in principal amount of 2025 Replacement Debentures, which are subject to a four month and one day hold period from the date of issuance in accordance with Canadian securities laws. The issuance of the 2025 Replacement Debentures to such insiders (the "Insider Issuance") may be considered related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61 101"). As the Company's securities are listed on the TSX Venture Exchange ("TSXV"), the Insider Issuance is exempt from the formal valuation requirements of MI 61-101 pursuant to subsection 5.5(b) of MI 61-101. The Insider Issuance was, however, approved by a simple majority of the disinterested shareholders at the Company's annual general and special meeting of shareholders on October 30, 2025, and is subject to the final approval of the TSXV.
About Diamond Estates Wines and Spirits Inc.
Diamond Estates Wines and Spirits Inc. 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.
Through its commercial division, Trajectory Beverage Partners, 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 and Cielo from Italy; Porta 6, Julia Florista, Boas Quintas, Catedral, and Cabeca de Toiro from Portugal; 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:
The Company also represents distinguished spirit brands such as Tag Vodka, Ginslinger Gin, and Barnburner Whisky from Ontario; Cofradia Tequila and Hussong's Tequila from Mexico; Islay Mist and Waterproof blended Scotch whiskies from Scotland; Glen Breton Canadian whiskies from Nova Scotia; Five Farms Irish Cream Liqueur and Broker's Gin from the UK; Tequila Rose Strawberry Cream, 360 Vodka, and Holladay Bourbon from the USA; Giffard Liqueurs from France; and Becherovka from the Czech Republic.
Beer, Cider, and RTD Portfolio:
In the beer, cider, and ready-to-drink (RTD) categories, Trajectory represents TAG and Ginslinger RTDs, and Darling Mimosas from Ontario; Rodenbach beer from Belgium; La Trappe beer from the Netherlands; and Warsteiner beer from Germany.
For more information, please contact:
| Andrew Howard President & CEO ahoward@diamondwines.com Contact number: 905-685-5673 | Basman Alias Chief Financial Officer balias@diamondwines.com |
Early Warning Disclosure
On December 16, 2025, Lassonde Holding, a corporation controlled by Mr. Pierre-Paul Lassonde, was issued a 2025 Replacement Debenture in the aggregate principal amount of $2,850,000 and Lassonde Industries was issued a 2025 Replacement Debenture in the aggregate principal amount of $500,000.
Prior to the issuance of the 2025 Replacement Debentures, Lassonde Industries directly owned 32,846,506 common shares in the capital of the Company ("Common Shares"), $500,000 in principal amount of 2024 Replacement Debentures and 847,603 deferred share units, which may be settled, at the discretion of Diamond Estates, for up to 847,603 Common Shares. Additionally, prior to the issuance of the 2025 Replacement Debentures, Lassonde Holding directly owned 2,117,824 Common Shares and $2,850,000 in principal amount of 2024 Replacement Debentures.
As such, prior to the issuance of the 2025 Replacement Debentures, the Lassonde Group held 34,964,330 Common Shares, representing approximately 51.56% (on a non-diluted basis) of the then issued and outstanding Common Shares, $3,350,000 in principal amount of 2024 Replacement Debentures and 847,603 deferred share units.
Following the issuance of the 2025 Replacement Debentures, based on the number of issued and outstanding Common Shares and without additional issuance or conversion of securities (including the 2025 Replacement Debentures), the security holdings of the Lassonde Group in Diamond Estates have not changed, except that the Lassonde Group now owns $3,350,000 in principal amount of 2025 Replacement Debentures in lieu of the 2024 Replacement Debentures.
The 2025 Replacement Debentures are convertible into Common Shares.
If Lassonde Industries was to convert all of its 2025 Replacement Debentures (exclusive of accrued interest, including interest on the 2024 Replacement Debentures), it would own, directly or indirectly, 35,119,233 Common Shares, representing approximately 50.11% of the issued and outstanding Common Shares (based on the then current number of issued and outstanding Common Shares, assuming no additional issuance or conversion) and if Lassonde Holding was to convert all of its 2025 Replacement Debentures (exclusive of accrued interest, including interest on the 2024 Replacement Debentures), it would own, directly or indirectly, 15,072,369 Common Shares, representing approximately 18.66% of the issued and outstanding Common Shares (based on the then current number of issued and outstanding Common Shares, assuming no additional issuance or conversion). If both Lassonde Industries and Lassonde Holding were to convert all of their 2025 Replacement Debentures, the Lassonde Group would own, directly or indirectly, 50,191,602 Common Shares, representing approximately 60.44% of the issued and outstanding Common Shares (based on the then current number of issued and outstanding Common Shares, assuming no additional issuance or conversion).
The participation by the Lassonde Group in the issuance of the 2025 Replacement Debentures was undertaken for investment purposes and to assist Diamond Estates with the execution of its strategic plan.
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: (a) Lassonde Holding, whose head office is located at 54 rang de la Montagne, Rougemont, Québec, J0L 1M0 and (b) Lassonde Industries, whose head office is located at 755 rue Principale, Rougemont, Québec, J0L 1M0. Copies of the early warning reports with additional information in respect of the foregoing matters will be available under the Company's profile on the SEDAR+ website at www.sedarplus.ca or 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:
Éric Gemme, Chief Financial Officer
Lassonde Industries Inc.
755 rue Principale, Rougemont, Québec, J0L 1M0
450-469-4926, ext. 10456
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 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 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.
THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
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Source: Diamond Estates Wines & Spirits Inc.
