Whiteknight Acquisitions II Inc.
TSX VENTURE : WKN.P

September 11, 2013 12:04 ET

Whiteknight Acquisitions II Inc. Announces Closing of Private Placement by Diamond Estates Wines & Spirits Ltd.

TORONTO, ONTARIO--(Marketwired - Sept. 11, 2013) -

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 completed its previously announced private placement (the "Offering") of 41,756,060 subscription receipts (the "Subscription Receipts") for gross proceeds of $8,351,212. Paradigm Capital Inc. acted as lead agent, on behalf of a syndicate of investment dealers, including Canaccord Genuity Corp. (collectively, the "Agents"), in respect of the Offering.

In connection with the RTO, the Diamond Estates common shares to be issued pursuant to exercise of the Subscription Receipts will be exchanged or converted into an equivalent number of common shares of the issuer resulting from the RTO (the "Resulting Issuer") upon satisfaction of the escrow release conditions. The escrow release conditions (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 all of the conditions precedent to completion of 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 Agents 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 Agents.

Gross proceeds of the Offering are being held in escrow pending satisfaction of the Conditions and upon their release shall be used as set out in the filing statement of the Corporation dated August 29, 2013 and posted on the Corporation's SEDAR profile at www.sedar.com.

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 release.

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.

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