Diamond issues 679,928 shares for Perigon acquisition

Executive Summary

• Diamond Estates Wines & Spirits issued 679,928 common shares as the second tranche of earnout shares for the acquisition of Perigon Beverage Group, based on gross margin performance.
• The company issued 254,885 common shares to the principals of 2RL Capital Inc. as compensation for services related to the Perigon acquisition and continuing advisory services.
• The company announced an upcoming shareholder meeting scheduled for December 22, 2025, and urged shareholders to submit proxies by December 18, 2025.

Key Details

• Perigon Beverage Group Earnout (Tranche 2):
  • Shares Issued: 679,928 common shares.
  • Deemed Issuance Price: $0.21 per share.
  • Context: This is the second of three share issuances to Perigon principals based on six-month gross margin earnouts defined in the definitive purchase agreement dated September 12, 2024.
  • Restrictions: Subject to a statutory hold period of four months and one day.
• 2RL Capital Compensation:
  • Shares Issued: 254,885 common shares.
  • Deemed Issuance Price: $0.196 per common share.
  • Context: Issued pursuant to an engagement letter dated September 12, 2024, in connection with the Perigon acquisition and continuing services provided by 2RL Capital.
  • Restrictions: Subject to a four-month-and-one-day hold period under TSX Venture Exchange policies.
• Shareholder Meeting:
  • Date: Monday, December 22, 2025, at 9:00 a.m. ET.
  • Proxy Deadline: Thursday, December 18, 2025, at 9:00 a.m. ET.
  • Materials: Notice of meeting, management information circular, and proxy materials are available on the company’s website and SEDAR+.

Notable Quotes

• None provided in the text.