Niagara-on-the-Lake, Ontario – (Newsfile Corp. – September 24, 2021) – Diamond Estates Wines & Spirits Inc. (TSXV: DWS) (“diamond “or the Society“) is pleased to announce that, following its press release dated August 5, 2021, it has signed definitive purchase agreements (the”Final agreements“) to acquire (i) all of the issued and outstanding securities of Equity Wine Group Inc., owners of the Creekside Estate Winery and Queenston Mile Vineyards wine and cider brands (the”Acquisition of wine shares“), and (ii) the brand of craft cider Shiny Apple from Stonechurch Vineyards and Winery Holdings (“Stone church“, this acquisition being the”Stone church Acquisition“, and in conjunction with the Acquisition of Equity Wine, on (“AcquisitionsCompletion of the Acquisitions will be dependent on Diamond issuing an aggregate of $ 8.5 million in equity (including the conversion of approximately $ 1.8 million of currently outstanding convertible debentures, and the remains to be issued as part of its previously announced private placement).
The acquisitions are expected to be highly profitable for Diamond’s current business, generate additional revenue, create brand expansion, leverage more of the company’s infrastructure and generate cost reduction synergies.
The terms and conditions of the definitive agreements, and details of the financing, are unchanged from those disclosed in the Company’s press release of August 5, 2021, except with respect to the acquisition of Stonechurch, the terms of which were amended in the final agreement of this transaction as follows:
the Company has agreed to pay Stonechurch an aggregate consideration of $ 2.5 million, which is unchanged from the Company’s previous announcement.
However, the purchase price will now be settled by (i) a closing cash payment of $ 1.1 million; (ii) an additional payment of $ 1.1 million (deposited in escrow by the Company at closing), payable quarterly during the 12 months following closing based on sales targets achieved, and (iii) withholding on stock of $ 300,000.
It remains a condition at closing that Diamond and Stonechurch enter into a production and co-packaging agreement whereby Stonechurch will continue to produce the Shiny Apple brand under Diamond’s supervision and supervision for a minimum period of 2 years.
The acquisitions are subject to customary closing conditions, including the approval of the TSX Venture Exchange and the Company’s principal lender, Bank of Montreal, and the closing of the private placement. The Company now expects to close the Acquisitions and the private placement on or about October 1, 2021. The Company anticipates that the convertible debentures will be converted at the same time.
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 brands of alcoholic beverages across Canada. The company operates two wineries, one in Ontario and one in British Columbia, which primarily produce VQA wines under well-known brands such as 20 Bees, EastDell, Lakeview Cellars, Dan Aykroyd, Fresh, McMichael Collection, Seasons, Serenity and Backyard. Vineyards. Through its wholly owned subsidiary, Trajectory Beverage Partners, the Company is the sales agent for many major international brands in all regions of the country as well as 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, Blue Nun wines from Germany, François Lurton wines from France and Argentina, Felix Solis wines. from Spain, Waterloo Brewing from Ontario, Landshark Lager from the United States, Marston’s beers from England, Edinburgh Gin, Tamdhu, Glengoyne and Smokehead single-malt Scotch whiskeys from Scotland, Barcelo Rum from the Dominican Republic, Becherovka Liqueur from Czech Republic, CK Mondavi & Family wines (including Charles Krug) from Napa, Bols Vodka from Amsterdam, Koyle family wines from Chile, Pearse Lyons whiskeys and gins from Ireland, Niagara Craft Distillers drinks from Ontario, Fontana di wines Papa and Cielo e Terra wines from Italy.
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 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”, “believes”, “l ‘intention’, “anticipates” or “does not anticipate”, or “believes”, or variations of these words and expressions or state that certain actions, events or results “could”, “could”, “would”, ” could ”or“ would ”be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Diamond Estates Wines and Spirits Inc. 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. These forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to the economy in general; consumer interest in the Company’s services and products; funding; competetion; and planned and unanticipated costs. Although the Company recognizes that subsequent events and developments may cause its opinions to change, the Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be taken as representing the views of the Company as of a date subsequent to the date of this press release. Although the Company has attempted to identify material factors which could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors which may cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors which may cause actions, events or results are not as expected, 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. Therefore, readers should not place undue reliance on forward-looking statements.
Disclosure of FOFI
This press release contains forward-looking financial information and information on the financial outlook (collectively, “FOFI“) on the acquisitions proposed by the Company and their contributions to the financial position of the Company, including future income and EBITDA, and their components, all of which are subject to the same assumptions, risk factors, limitations and reservations as those set out above under “Forward-Looking Information.” The FOFI contained in this press release has been approved by management as of the date of this press release and has been included for the purpose of providing further information on planned acquisitions of the Company.The Company disclaims any intention or obligation to update or revise any FOFIs contained in this press release, whether as a result of new information, future events or otherwise, unless it is not required by law Readers are cautioned that the FOFIs contained in this press release should not be used for any purpose other than that for which they are disclosed here.
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For more information please contact:
J. Murray Souter, President and CEO
905.641.1042 ext 234
Ryan Conté, Chief Financial Officer
Telephone: (905) 933-8244
Diamond Estates Wines & Spirits Inc.
1067 Niagara Stone Rd., Niagara-on-the-Lake, Ontario, L0S 1J0
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