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NIAGARA-ON-THE-LAKE, Ontario — Diamond Estates Wines & Spirits Inc. (“Diamond Estates” or the “Company”) (TSXV: DWS) is pleased to provide an update in respect of its proposed financing (the “Financing”) and debt settlement (the “Settlement” and together with the Financing, the “Private Placement”) with Lassonde Industries Inc. (“Lassonde Industries”), previously announced by the Company on August 16, 2023.

There have been no material changes to the terms of the Financing or the Settlement previously announced. The Company received shareholder approval for the Financing and the Settlement at its annual shareholders meeting held on September 6, 2023. The Company is working with Lassonde Industries to complete the Financing and the Settlement by November 14, 2023. The Private Placement involves the issuance of 20,062,937 common shares of the Company to Lassonde Industries, at an issue price of $0.45 per common share, for an aggregate purchase price of approximately $9 million (the “Subscription Price”). Lassonde will pay the Subscription Price through the payment of $8.25 million in consideration for 18,333,334 common shares of the Company and the Settlement, which will involve the conversion of the $750,000 principal amount (plus accrued and unpaid interest) owing under the advance agreement between the Company and Lassonde Industries dated May 30, 2023 into 1,729,603 common shares of the Company.

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The Financing and the Settlement remain subject to the final acceptance of the TSX Venture Exchange. The securities issued pursuant to the Financing and the Settlement will be subject to a four-month hold period under applicable Canadian securities laws.

About Diamond Estates Wines and Spirits Inc.

Diamond Estates Wines and Spirits Inc. 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 five production facilities, four in Ontario and one in British Columbia, that produce predominantly VQA wines under such well-known brand names as 20 Bees, Creekside, EastDell, Lakeview Cellars, Mindful, Queenston Mile, Shiny Apple Cider, Fresh, Proud Pour, 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 in all regions of the country as well as being a distributor in the western provinces. These recognizable brands include Fat Bastard, Meffre, Pierre Chavin and Andre Lurton wines from France, Brimincourt Champagne from France, Merlet and Larsen Cognacs from France, Kaiken wines from Argentina, Blue Nun and Erben wines from Germany, Calabria Family Estate Wines and McWilliams Wines from Australia, Saint Clair Family Estate Wines and Yealands Family Wines from New Zealand, Storywood and Cofradia Tequilas from Mexico, Maverick Distillery spirits (including Tag Vodka and Barnburner Whisky) from Ontario, Magnum Cream Liqueur from Scotland, Talamonti and Cielo wines from Italy, Catedral and Cabeca de Toiro wines from Portugal, Waterloo Beer & Radlers from Canada, Landshark Lager from the USA, Edinburgh Gin, Tamdhu, Glengoyne and Smokehead single-malt Scotch whiskies from Scotland, Islay Mist, Grand MacNish and Waterproof whiskies from Scotland, C. Mondavi & Family wines including C.K Mondavi & Charles Krug from Napa, Wize Spirits, Hounds Vodka and Valley of Mother of God Gins from Canada, Bols Vodka from Amsterdam, Collective Arts beers, spirits and RTDs from Ontario, Koyle Family Wines from Chile and Pearse Lyons whiskies and gins from Ireland.

Forward Looking Statements

This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and the matters discussed herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. The closing of the Financing and Settlement, if at all, including its anticipated closing date, constitute forward looking statements. While the Company acknowledges that subsequent events and developments may cause its views to change, the Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the views of the Company as of any date subsequent to the date of this press release. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20231111765029/en/

Contacts

Andrew Howard
President & CEO
Diamond Estates Wines & Spirits Inc.
ahoward@diamondwines.com

Ryan Conte, CPA, CA, CBV
Chief Financial Officer
Diamond Estates Wines & Spirits Inc.
rconte@diamondwines.com