Diamond Estates Wines & Spirits Announces Share Issuances

Executive Summary

• Diamond Estates issued 679,928 common shares at a deemed price of $0.21 per share as the second tranche of earn‑out consideration for its acquisition of Perigon Beverage Group.
• The company also issued 254,885 common shares at a deemed price of $0.196 per share to principals of 2RL Capital as compensation under their engagement letter related to the Perigon transaction.
• Both issuances are subject to a statutory hold period of four months and one day; shareholders are urged to vote early for the upcoming meeting on December 22, 2025.

Key Details

• Second Tranche Earn‑out Shares: 679,928 common shares @ $0.21 per share (total deemed value ≈ $142,785).
• Earn‑out Structure: Second of three earn‑out tranches tied to Perigon’s six‑month gross margin performance under the definitive purchase agreement dated September 12, 2024.
• Statutory Hold Period: Four months and one day for the Earn‑out Shares per TSX Venture Exchange regulations.
• Second Payment Shares to 2RL Capital: 254,885 common shares @ $0.196 per share (total deemed value ≈ $49,958).
• Engagement Letter Basis: Compensation under the September 12, 2024 engagement letter with 2RL Capital for services related to the Perigon acquisition.
• Hold Period for Payment Shares: Four months and one day under TSX Venture Exchange policies.
• Shareholder Meeting Notice: Meeting scheduled for Monday, December 22, 2025 at 9:00 a.m. ET; proxies must be received by Thursday, December 18, 2025 at 9:00 a.m. ET.
• Materials Filed: Notice of Meeting, Management Information Circular, and proxy materials posted on the company’s website and SEDAR+ profile.

Notable Quotes

• Andrew Howard, President & CEO: “The issuance of these shares reflects our commitment to completing the Perigon acquisition in a manner that aligns incentives with performance while rewarding the advisory support that has been critical to this transaction.”