Whiteknight Acquisitions II Inc. Provides Update on its Previously Announced Qualifying Transaction with Diamond Estates Wine...

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Whiteknight Acquisitions II Inc. ("Whiteknight") (TSX VENTURE:WKN.P), a Capital
Pool Company, is pleased to announce the restructuring of its Qualifying
Transaction by reverse take-over ("RTO") with Diamond Estates Wines & Spirits
Ltd. ("Diamond Estates") previously announced on December 19, 2012 and updated
by press release on April 16, 2013. Whiteknight previously announced that it
would be completing a share consolidation in anticipation of the Qualifying
Transaction with Diamond Estates and under the restructured terms of the
transaction there will no longer be a consolidation. Subject to regulatory
approval, pursuant to the RTO, Whiteknight will acquire all of the issued and
outstanding common shares of Diamond Estates, to be satisfied by issuing one
common share of WKN for each common share of Diamond Estates issued and
outstanding, at a deemed issuance price of $0.20 per share. Diamond Estates
currently has 19,431,102 voting shares issued and outstanding. The total number
of common shares exchanged will be 26,463,978 assuming conversion of all
outstanding convertible securities of Diamond Estates prior to closing of the
Qualifying Transaction.


Diamond Estates has signed a term sheet for an equity financing from Oakwest
Corporation Limited ("Oakwest"), whereby Oakwest will subscribe in the offering
for up to a maximum of $4.25 million, provided that minimum gross proceeds
(including its subscription) of $8.75 million (being a minimum of 43,750,000 sub
receipts sold) are raised in the offering (the "Offering"). Oakwest, a
corporation controlled by the Beutel family, currently owns approximately 8% of
the issued and outstanding voting shares of Diamond Estates. Paradigm Capital
Inc. will continue to act as lead agent (the "Agent"), on behalf of a syndicate
of agents, including Canaccord Genuity Corp., for Diamond Estates to sell on a
"best efforts" private placement basis, and without underwriter liability,
subscription receipts of Diamond Estates (the "Subscription Receipts") offered
at a subscription price of $0.20 per Subscription Receipt. It is now intended
that the Offering and the RTO will close in August 2013.


Each Subscription Receipt will be convertible for one common share of Diamond
Estates 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 common shares
issued pursuant to conversion of the Subscription Receipts will be exchanged for
an equivalent number of common shares 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. Upon completion of the Offering and the RTO,
Oakwest will hold approximately 22,962,382 common shares of the Resulting
Issuer, being approximately 33% of all issued and outstanding common shares of
the Resulting Issuer.


The material conditions required to be fulfilled by the parties prior to closing
include the following: (i) closing of the Offering for minimum gross proceeds of
$8.75 million; (ii) restructuring Diamond's existing debt; (iii) receiving all
necessary regulatory and third party approvals and authorizations; (vi) approval
by each of the board of directors of Diamond and WKN, and the shareholders, if
necessary; (vii) the entering into of satisfactory employment agreements for
senior management; (viii) confirmation of no material adverse change having
occurred to either entity prior to close; (ix) the completion of a definitive
agreement setting forth the terms and conditions for the transaction; (x) the
completion of due diligence satisfactory to each party; (xi) the completion of a
sponsorship report satisfactory to the Exchange (or waiver by the Exchange of
that requirement); and (xii) satisfaction of WKN and Diamond with the terms and
amounts of "Key-person" life insurance policies on senior management personnel.


It is intended that the resulting issuer will be listed as a Tier 2 industrial
company. The parties will be seeking a waiver of any requirement for a Sponsor,
but in the event a waiver is not available, will seek a sponsorship relationship
for this transaction with an Exchange member firm, and will update the markets
accordingly. The proposed Qualifying Transaction will constitute an arm's length
transaction, and as such, will not require approval by the shareholders of WKN.


Debt Restructuring:

Diamond Estates has received an offer from its principal banker, Meridian Credit
Union ("Meridian"), for a $10 million first mortgage, secured as to a first
charge on the land and buildings at the Diamond Estates winery in
Niagara-on-the-Lake. Pursuant to this offer Meridian would retain its mortgage
on the De Sousa (Beamsville) winery (approximately $950,000), and the current
operating line of up to $13 million (using a borrowing base of eligible
inventory and receivables) would remain in place.


Management & Board Restructuring:

Diamond Estates has bolstered its executive team to assist it with the build out
of the business and is pleased to announce that J. Murray Souter, an individual
with significant and valuable experience in retail and sales markets, will serve
as Chief Executive Officer and a Director of Diamond Estates. Prior to joining
Diamond Estates, Mr. Souter served as the President and CEO of Black's
Photography, Canada's largest photo specialty retailer (2004-2008). Mr. Souter
has also served as President and Managing Partner of Souter, Care and Associates
Ltd. (2002-2004), a management consulting company, and worked with Sprint Canada
Inc. (2000-2002) as President, Consumer & Small/Medium Business Division. Mr.
Souter is the current Managing Partner of Innuvia Partners Inc., a Toronto based
company focused on providing strategic, operational and financial support to
entrepreneurs and companies. Mr. Souter has an extensive background in consumer
packaged goods with well-known companies such as Nabisco, Frito-Lay, Reebok and
Bauer Hockey. Mr. Souter holds a B.B.A. (Hons.) in Business from Wilfred Laurier
University. Mr. Souter will work with the current management of Diamond Estates
- Mr. Murray Marshall and Mr. Andrew Green.


The Board of Directors of the resulting issuer will consist of Mr. Souter, David
Beutel, Craig Graham, John DeSousa (currently a director of Diamond), John Hick,
Harold Wolkin, and Keith Harris (currently a board member of Whiteknight).


David Beutel is Vice President of Oakwest Corporation Limited, a private
investment company in Toronto. For almost 20 years, Mr. Beutel has been working
to build early- and growth-stage businesses as a founder, adviser and investor,
in Canada and the United States. During the past five years, Mr. Beutel was
President and Co-Founder of Belweather Capital Partners, a boutique merchant
banking firm. He has served as a director of several public and private
companies in Canada. Mr. Beutel holds a BA from the University of Pennsylvania
and an MBA from the Schulich School of Business (York University).


Craig Graham is currently the CEO and Chairman of Rainmaker Entertainment Inc.,
a producer of full-length animated feature films listed on the Toronto Stock
Exchange. He also serves as Chairman and a director of Red Rock Insurance
Services and Executive Risk Services. He has over 30 years of experience
managing or acting as a director of several public and private corporations in
diverse industries including retail, distribution, manufacturing and financial
services. These companies include Liquidation World, SunGro Horticultural,
Cashway Building Centres, Smithbooks and Entertainment One.


Joao (John) L. De Sousa has a long history in the Ontario wine industry. Though
he started as an investor and property owner with an education and background in
jewelry and goldsmithing and ultimately his business was sold to a larger chain
in 1993, Mr. De Sousa also founded De Sousa Wine Cellars in 1988 and opened a
full winery operation and retail store (De Sousa Wines Toronto) in downtown
Toronto. Mr. De Sousa founded De Sousa Investments in 1998 with real estate
holdings in downtown Toronto, Oakville, Niagara Peninsula and the United States.
In 2008, De Sousa Wine Cellars and De Sousa Wines Toronto were both sold to
Diamond Estates, while Mr. De Sousa retained his personal vineyards and became a
shareholder of Diamond Estates. De Sousa Vineyards, a 40 acre vineyard
investment in Niagara supplying quality fruit to Niagara wineries, was founded
in 2009. In 2011, Mr. De Sousa joined the Board of Directors of Diamond Estates,
where he is currently Chair of the Compensation Committee and a Member of the
Audit Committee.


John Hick is the President and Director of John W. W. Hick Consultants Inc.,
which provides consulting services to public and private companies in the areas
of corporate restructuring, acquisitions, financial and executive management and
financing. Prior thereto, Mr. Hick was the President and Chief Executive Officer
of Medoro Resources Ltd. from October 2009 to September 2010, the Vice Chairman
and Director of Rio Narcea Gold Mines, Ltd. from January 2006 to June 2006; and
the Chief Executive Officer of Rio Narcea Gold Mines, Ltd. from December 2004 to
December 2005.


Harold Wolkin is an executive, investment banker and financial analyst with over
30 years of experience. He has worked on a broad range of operational and
financial issues during his time at BMO Capital Markets and the BMO Financial
Group, acting as Vice President and Director, Equity Research Analyst from
1983-1992 and as Managing Director, Diversified Industries, Investment and
Corporate Banking, from 1992-2008. Mr. Wolkin was also Founder, Vice Chairman
and Head of Investment Banking at Sandfire Industries from 2008 and 2009. From
2009 to 2011 Mr. Wolkin served as Executive Vice President and Head of
Investment Banking for Dundee Capital Markets. Throughout his career, Mr. Wolkin
has been an advisor to CEOs and Boards of Directors of both public and private
companies. He has successfully assisted over fifty companies in going public and
acquiring investment growth capital. Mr. Wolkin has a Bachelor of Arts from the
University of Toronto, and a Master of Arts in Economics from York University,
and is a Chartered Financial Analyst.


Keith Harris is the Former President and CEO of Stifel Nicolaus Canada Inc. and
co-founder and CFO of Westwind Partners Inc., which was sold to Thomas Weisel
Partners Group ("TWPG") in 2008. TWPG was subsequently bought by Stifel Nicolaus
in 2010. Keith earned a Bcom from the University of Toronto in 1975.


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 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 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Whiteknight Acquisitions II Inc.
David Mitchell
CEO
[phone]
[e-mail]


Diamond Estates Wines & Spirits Ltd.
Murray Marshall
[phone]
[e-mail]