Mr. Andrew Howard reports
DIAMOND ESTATES WINES & SPIRITS INC. ANNOUNCES REINSTATEMENT OF TRADING ON TSX VENTURE EXCHANGE AND NEW CREDIT AGREEMENT AMENDMENT WITH BMO
The TSX Venture Exchange has accepted the reinstatement of trading in Diamond Estates Wines & Spirits Inc.'s common shares, effective at market open on or about Oct. 21, 2025, or two business days after the bulletin is issued. As previously disclosed, the trading suspension was imposed due to a delay in the filing of the company's financial statements. These filings were completed and released over a month ago and the reinstatement will allow investors to once again trade freely in the company's shares.
Sixth SARCA amendment with BMO
The company is also pleased to confirm that it has signed its sixth amendment to its second amended and restated credit agreement (SARCA) with Bank of Montreal (BMO), wherein the company received waivers by BMO of certain defaults under the SARCA, including the fixed-charge coverage ratio. This sixth amendment provides Diamond Estates with additional flexibility as it continues to execute on its turnaround plan.
"We are pleased with BMO's ongoing partnership and support," said Andrew Howard, president and chief executive officer of the company. "This amendment reflects the confidence of our lending partner in the substantial progress we have made and our path forward."
DSU grants
The company would also like to announce that, on Feb. 12, 2024, it granted a total of 197,222 deferred share units to certain directors, under the company's DSU plan.
Shares-for-debt settlement
The company would also like to announce that a holder of an aggregate of $17,000 in principal amount of the company's convertible debentures due Nov. 9, 2025, previously elected on March 14, 2025, to convert their debentures, together with accrued but unpaid interest thereon in the amount of $3,982. On March 26, 2025, the company satisfied its obligations under these debentures by issuing an aggregate of 70,833 common shares at a price of 24 cents per share in respect of the principal and 23,425 shares at a price of 17 cents per share in respect of the interest.
Apple juice purchases from Golden Town Apple Ltd.
The company would also like to clarify, in accordance with Policy 3.3, Timely Disclosure, of the TSX-V, that, for the period March 31, 2024, through March 31, 2025, the company made various purchases totalling $190,560 worth of apple juice from Golden Town Apple Products, a related party of the company. The purchases were made in the company's normal course of business at prevailing market prices. The purchases constitute related party transactions as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and Policy 5.9, Protection of Minority Security Holders in Special Transactions, of the TSX-V. Pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the company is exempt from obtaining a formal valuation and minority approval of the company's shareholders in respect of the purchases due to the fair market value of the purchases being below 25 per cent of the company's market capitalization for the purposes of MI 61-101.
Looking ahead
Upon reinstatement of trading of the company's common shares, the company is focused on continuing its turnaround and building sustainable growth. Management looks forward to sharing its Q2 results by the end of November.
Coming shareholder meeting
In light of the continuing Canada Post service disruption, the company strongly encourages shareholders to vote their shares well in advance of the coming shareholder meeting scheduled for Thursday, Oct. 30, 2025, at 10 a.m. ET. To ensure votes are received in a timely manner, shareholders are advised to submit their proxies or voting instructions through electronic means or through their intermediaries as early as possible and votes submitted by proxy must be received by Tuesday, Oct. 28, 2025, at 10 a.m. ET. The notice of meeting, management information circular and related proxy materials were filed on the company's website and on the company's SEDAR+ profile.
About Diamond Estates Wines and Spirits Inc.
Diamond Estates Wines and Spirits is a producer of high-quality wines and ciders as well as a sales agent for over 120 beverage alcohol brands across Canada. The company operates four production facilities (three in Ontario and one in British Columbia) that produce predominantly VQA wines under well-known brand names such as 20 Bees, Creekside, D'Ont Poke the Bear, EastDell, Lakeview Cellars, Mindful, Shiny Apple Cider, Fresh Wines, Red Tractor, Seasons, Serenity and Backyard Vineyards.
Through its commercial division, Trajectory Beverage Partners, the company is the sales agent for many leading international brands. These recognizable brands include Fat Bastard and Gabriel Meffre wines from France, Talamonti and Cielo wines from Italy, Kaiken wines from Argentina, Koyle Family wines from Chile, Kings of Prohibition and McWilliams wines from Australia, Yealands Family wines and Joiy Sparkling wine from New Zealand, Cofradia tequilas from Mexico, Maverick Distillery spirits (including Tag vodka, Ginslinger gin and Barnburner whisky), Bench Brewing, Niagara cider, Darling ready-to-drink and Hounds vodka from Canada, Porta 6, Julia Florista, Catedral and Cabeca de Toiro wines from Portugal, Islay Mist and Waterproof blended Scotch whiskies, Glen Breton Canadian whiskies, C.K. Mondavi & Family, Line 39, Harken, FitVine, and Rabble wines from California and Charles Krug wines from Napa Valley, Rodenbach beer from Belgium, La Trappe beer from the Netherlands, and Tequila Rose Strawberry Cream liqeur, Five Farms Irish Cream liqueur, Broker's gin, Hussong's tequila, 360 vodka and Holladay bourbon from McCormick Distilling International.
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