Diamond Estates Wines & Spirits Announces $3 Million Brokered Private Placement
Not for distribution to United States news wire services or for dissemination in the United States
September 27, 2019, Niagara-on-the-Lake, Ontario – Diamond Estates Wines & Spirits Inc. (“Diamond Estates” or “the Company”) (DWS-TSX Venture) today announced that it has entered into an agreement with Paradigm Capital Inc. (“Paradigm”) pursuant to which Paradigm, as lead agent, together with a syndicate of agents including Acumen Capital Finance Partners Limited, (collectively with Paradigm, the “Agents”) pursuant to which the Agents will sell by way of private placement on a marketed best efforts basis, up to 15,800,000 common shares (the “Common Shares”) of the Company at a price of $0.19 per Common Share for gross proceeds of up to $3 million (the “Private Placement”).
The Company has also granted the Agents an option, exercisable up to 48 hours prior to the closing of the Private Placement, to place up to an additional 2,370,000 Common Shares.
The Agents will receive a cash commission equal to 6% of the gross proceeds raised in the Private Placement from non-president’s list subscribers, and 3% of the gross proceeds raised in the Private Placement from president’s list subscribers.
The Private Placement is expected to close on or about October 22, 2019. The Private Placement is subject to regulatory approval, including TSX Venture Exchange acceptance. The Common Shares issued pursuant to the Private Placement will have a hold period of four months and one day from the date of issuance of such Common Shares.
The Company intends to use the net proceeds from the Private Placement to fund the expansion of Ontario sales and marketing efforts, the buildout of a winery facility in British Columbia and for general working capital purposes.
The securities have not been, and will not be, registered under the Unites States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state security laws, and may not be offered or sold in the Unites States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the Unites States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Diamond Estates Wines and Spirits Inc.
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 three wineries, two in Ontario and one in British Columbia, that produce predominantly VQA wines under such well known brand names as 20 Bees, EastDell, Lakeview Cellars, Dan Aykroyd, Fresh, McMichael Collection, Benchmark, Seasons and Backyard Vineyards. Through its wholly owned subsidiary, Trajectory Beverage Partners, the Company is the sales agent for many leading international brands in all regions of the country as well as being a distributor in the western provinces. These recognizable brands include Josh wines from California, Fat Bastard and Andre Lurton wines from France, Kaiken wines from Argentina, Anciano wines from Spain, Blue Nun wines from Germany, Francois Lurton wines from France and Argentina, Waterloo Brewing and Amsterdam Brewery, both from Canada, Landshark Lager from the USA, Marston's beers from England, Social Lite vodka sodas from Canada, Malfy Gin from Italy, Edinburgh Gin from Scotland, Ian MacLeod and Glengoyne scotches from Scotland, Barcelo Rum from the Dominican Republic and Tequila Rose Liqueur from McCormick Distilling in the USA.
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 Wines and Spirits Inc. 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. Such 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.
For more information, please contact:
J. Murray Souter
President & CEO
Diamond Estates Wines & Spirits Inc.
jmurraysouter@diamondwines.com
905.641.1042 Ext 234
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.
