WKN.P Whiteknight Acquisitions II

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES. 


Whiteknight Acquisitions II Inc. ("Whiteknight") (TSX VENTURE:WKN.P), a Capital
Pool Company, is pleased to announce that Diamond Estates Wines & Spirits Ltd.
("Diamond Estates"), the target company for the purposes of Whiteknight's
previously announced Qualifying Transaction to occur by way of reverse take-over
(the "RTO"), has executed an engagement letter with Paradigm Capital Inc. to act
as lead agent (the "Agent") for Diamond Estates to sell on a "best efforts"
private placement basis, and without underwriter liability, subscription
receipts (the "Subscription Receipts") of Diamond Estates for aggregate gross
proceeds of up to $13,000,000 (the "Offering"). It is intended that the Offering
will close on or about May 23, 2013. 


The Subscription Receipts will be convertible for that number and type of
securities of Diamond Estates as determined in the context of the market during
the marketing of the Offering by the Agent and upon satisfaction of certain
conditions (the "Conditions"), as discussed below, which must be satisfied
within 120 days following the closing of the Offering. The gross proceeds of the
Offering will be held in escrow until the Conditions have been satisfied. In
connection with the RTO, the securities issued pursuant to conversion of the
Subscription Receipts will be exchanged or converted into that number and type
of securities of the issuer resulting from the RTO (the "Resulting Issuer"). The
Conditions are: (i) a definitive agreement between Whiteknight and Diamond
Estates regarding the RTO shall have been entered into on terms acceptable to
the Agent and certain conditions precedent to the RTO shall have occurred, (ii)
the TSX Venture Exchange shall have conditionally approved the listing of common
shares of the Resulting Issuer, (iii) the receipt of all regulatory, shareholder
and third-party approvals, if any, required in connection with the RTO, and (iv)
Diamond Estates and Whiteknight shall not be in breach of any conditions of
agreements entered into between Diamond Estates and Whiteknight and the Agent
pursuant to the Offering, including compliance with all of the covenants
prescribed by the lenders to Diamond Estates in respect of outstanding
indebtedness, and the refinancing (or conversion into Resulting Issuer
securities upon closing of the RTO) of existing indebtedness in a manner
satisfactory to the Agent. 


The Agent will also be granted an option (the "Agent's Option"), exercisable up
to 48 hours prior to closing of the Offering, to arrange for the purchase of up
to an additional 15% of the number of Subscription Receipts sold under the
Offering for additional gross proceeds to Diamond Estates of up to $1,950,000.
The Agent will also receive a customary commission on the gross proceeds raised
under the Offering. 


This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state securities law and may not
be offered or sold within the United States or to a U.S. Person unless
registered under the U.S. Securities Act and applicable state securities laws or
under an exemption from such registration is available.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Whiteknight Acquisitions II Inc.
David Mitchell
CEO
(416) 574-4818
dmitchell@stillbridge.com


Diamond Estates
Murray Marshall
CEO
(416) 488-4922
mmarshall@diamondwines.com

Whiteknight Acquisitions II (TSXV:WKN.P)
過去 株価チャート
から 5 2024 まで 6 2024

Whiteknight Acquisitions II (TSXV:WKN.P)
過去 株価チャート
から 6 2023 まで 6 2024