Whiteknight Acquisitions II Inc.

April 16, 2013 09:39 ET

Whiteknight Acquisitions II Inc. Announces Engagement by Diamond Estates Wines & Spirits Ltd. of Paradigm Capital Inc.

TORONTO, ONTARIO--(Marketwired - April 16, 2013) -


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.

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.

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