Whiteknight Acquisitions II Inc.
TSX VENTURE : WKN.P

September 03, 2013 17:50 ET

Whiteknight Acquisitions II Inc. Announces Receipt of TSXV Conditional Approval for Its Qualifying Transaction and Filing of Its Filing Statement

TORONTO, ONTARIO--(Marketwired - Sept. 3, 2013) - Whiteknight Acquisitions II Inc. ("Whiteknight") (TSX VENTURE:WKN.P), a Capital Pool Company, is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "Exchange") for its Qualifying Transaction (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the Exchange) with Diamond Estates Wines & Spirits Ltd. ("Diamond"), previously announced on December 19, 2012 and as updated by press release dated July 26, 2013 (the "Qualifying Transaction"). As previously disclosed, Whiteknight will complete its Qualifying Transaction by completing a reverse take-over with Diamond whereby Whiteknight will acquire all of the issued and outstanding common shares of Diamond, by issuing an aggregate of between 67,371,899 and 76,225,839 Whiteknight common shares in exchange for each common share of Diamond issued and outstanding, at a deemed issuance price of $0.20 per share.

Diamond is an integrated domestic wine production and national sales agency company based in Toronto and Niagara, Canada. Diamond is ranked as one Canada's top five largest wine companies by capacity and ranked the 3rd largest independent sales agency representing over 100 international wines and spirits brands. Diamond markets Canadian and international wines and spirits to liquor boards and licensed establishments throughout Canada. Diamond's family of Canadian Wines includes 20 Bees, Hat Trick NHL Alumni Wines, Lakeview Cellars, EastDell Estates, FRESH Wines, Sundance Wines, Dan Aykroyd Wines, Dois Amigos and De Sousa Wine Cellars. Diamond's portfolio also includes international brands such as Andre and Francois Lurton, Fat Bastard Wines and Rodet from France, Casa Girelli from Italy, Anciano from Spain, Long Flat Australian wine, plus numerous others from around the world. Diamond also represents spirits brands such as Hpnotiq (Heaven Hill), Pama (Heaven Hill), Fireball Cinnamon Whisky (Sazerac) Dr. McGillicuddy's Schnapps (Sazerac), Proof Brands and Tito's Vodka.

Diamond seeks to leverage its CEO, Murray Souter's experience with recognized corporate successes including Black's Photography, Bell Aliant, Sprint Canada, and Bauer Hockey to align its opportunity within the Canadian wine and spirits production and agency market utilizing a seasoned industry management team and Board. "I am pleased to be joining Diamond at this exciting point in its corporate life. The organization enjoys a strong and capable Board, much improved balance sheet and a renewed focus on growing its business in a dynamic and vital industry" said Murray Souter.

Filing Statement

Whiteknight filed its filing statement dated August 29, 2013 (the "Filing Statement"), which provides further details with respect to the Qualifying Transaction under Whiteknight's profile on SEDAR at www.sedar.com.

Closing of Qualifying Transaction

Final acceptance of the Qualifying Transaction by the Exchange is subject to the satisfaction of certain conditions, including fulfilling all of the remaining filing requirements under the Exchange's policies and the completion of a private placement of a minimum of 41,146,060 subscription receipts and a maximum of 50,000,000 subscription receipts at a purchase price of $0.20 per subscription receipt, for gross proceeds of between $8,229,212 and $10 million. Following closing of the Qualifying Transaction it is anticipated that the Resulting Issuer will have between 72,695,899 and 81,549,839 common shares issued and outstanding. The Qualifying Transaction is expected to close on or about September 10, 2013 subject to the satisfaction of the TSXV conditions.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

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 press release.

Cautionary Note Regarding Forward-Looking Statements

This Press Release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Whtieknight, Diamond or the resulting issuer 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. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of Whiteknight, Diamond, or the resulting issuer, as the case may be to obtain necessary financing; satisfy conditions under the transaction documents; satisfy the requirements of the Exchange with respect to the Qualifying Transaction and the concurrent financing; the economy generally; consumer interest in the services and products of the resulting issuer; competition; and anticipated and unanticipated costs. While Whiteknight, Diamond, or the resulting issuer, as the case may be anticipate that subsequent events and developments may cause its views to change, Whiteknight, Diamond, or the resulting issuer, as the case may be specifically disclaim any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Whiteknight's, Diamond's or the resulting issuer's views as of any date subsequent to the date of this Press Release. Although Whiteknight, Diamond, and the resulting issuer have 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.

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