Diamond Estates to be reinstated for trading

Executive Summary

• Diamond Estates Wines & Spirits Inc. has had its trading reinstated on the TSX Venture Exchange, effective October 21, 2025, following the resolution of a filing delay that previously caused a trading suspension.
• The company signed its sixth amendment to its Second Amended and Restated Credit Agreement (SARCA) with Bank of Montreal (BMO), securing waivers for certain defaults, including the fixed-charge coverage ratio, to provide operational flexibility.
• The release details several administrative and transactional updates, including DSU grants to directors, the settlement of convertible debentures via share issuance, and the disclosure of related-party apple juice purchases.

Key Details

• Trading Reinstatement: Trading in common shares resumes on the TSX Venture Exchange on or about October 21, 2025. The previous suspension was due to a delay in filing financial statements, which were completed and released over a month prior.
• Credit Agreement Amendment (SARCA):
  • Signed the sixth amendment to the SARCA with Bank of Montreal (BMO).
  • BMO granted waivers for certain defaults under the agreement, specifically including the fixed-charge coverage ratio.
  • The amendment provides the company with additional flexibility to execute its turnaround plan.
• Deferred Share Units (DSU):
  • On February 12, 2024, the company granted a total of 197,222 deferred share units to certain directors under the company's DSU plan.
• Shares-for-Debt Settlement:
  • A holder of $17,000 in principal amount of convertible debentures due November 9, 2025, elected to convert on March 14, 2025.
  • Accrued but unpaid interest amounted to $3,982.
  • On March 26, 2025, the company satisfied obligations by issuing:
    • 70,833 common shares at $0.24 per share for the principal.
    • 23,425 common shares at $0.17 per share for the interest.
• Related Party Transactions (Apple Juice Purchases):
  • Between March 31, 2024, and March 31, 2025, the company purchased $190,560 worth of apple juice from Golden Town Apple Products (a related party).
  • Purchases were made at prevailing market prices in the normal course of business.
  • The company is exempt from formal valuation and minority shareholder approval under Multilateral Instrument 61-101 because the fair market value of the purchases is below 25% of the company's market capitalization.
• Upcoming Events:
  • Q2 Results: Management expects to share Q2 results by the end of November.
  • Shareholder Meeting: Scheduled for Thursday, October 30, 2025, at 10:00 a.m. ET.
  • Proxy Deadline: Votes submitted by proxy must be received by Tuesday, October 28, 2025, at 10:00 a.m. ET.

Notable Quotes

• "We are pleased with BMO's ongoing partnership and support. This amendment reflects the confidence of our lending partner in the substantial progress we have made and our path forward." — Andrew Howard, President and Chief Executive Officer