Diamond Estates Wines & Spirits Announces Further Replacement of Previously Issued Convertible Debentures

Executive Summary

• Diamond Estates Wines & Spirits Inc. replaced $4,654,000 of its 10.0% unsecured convertible debentures (the “2024 Replacement Debentures”) with new 2025 Replacement Debentures maturing November 9 2026 and priced at a $0.22 conversion price.
• The replacement involved insider holders Lassonde Holding and Lassonde Industries, who exchanged their existing debentures for $3,350,000 of the new securities; the transaction was approved by disinterested shareholders and is subject to TSXV final approval.
• The Lassonde Group’s overall ownership percentages remain essentially unchanged, but conversion of the new debentures could increase its indirect common‑share holdings to roughly 60% of outstanding shares.

Key Details

• Aggregate principal replaced: $4,654,000 of 10.0% unsecured convertible debentures.
• New securities issued: 2025 Replacement Debentures with the same principal amounts as the old debentures, conversion price $0.22, maturity November 9 2026.
• Insider exchange:
• Lassonde Holding exchanged $2,850,000 of 2024 debentures for $2,850,000 of 2025 debentures.
• Lassonde Industries exchanged $500,000 of 2024 debentures for $500,000 of 2025 debentures.
• Hold period: New debentures subject to a four‑month‑plus‑one‑day hold period per Canadian securities law.
• Shareholder approval: Simple majority of disinterested shareholders at the October 30 2025 AGM approved the insider issuance; final TSXV approval pending.
• Ownership impact (pre‑conversion):
• Lassonde Group held ~51.56% of common shares on a non‑diluted basis before the replacement.
• Potential ownership after full conversion:
• If Lassonde Industries converts all its new debentures → ~50.11% of outstanding common shares.
• If Lassonde Holding converts all its new debentures → ~18.66% of outstanding common shares.
• Combined conversion → ~60.44% of outstanding common shares.
• Early warning disclosure: Issuance reported under NI 62‑103 and NI 62‑104; detailed early‑warning reports available on SEDAR+.

Notable Quotes

(No direct quotes were included in the release.)