WKN.P Whiteknight Acquisitions II

Whiteknight Acquisitions II Inc. ("WKN") (TSX VENTURE:WKN.P), a Capital Pool
Company, is pleased to announce that on December 13, 2012 it entered into a
letter of intent with Diamond Estates Wines & Spirits Ltd. ("Diamond") to
complete a business combination (the "Transaction") whereby all of the issued
and outstanding securities of Diamond will be exchanged for securities of WKN.
The Transaction is intended to constitute the "Qualifying Transaction" of WKN,
as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX
Venture Exchange (the "Exchange").


About Diamond

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 and Kilikanoon
Australian wines 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 was formed in early 2000 by Andrew Green and Murray Marshall. The
company has grown primarily in 3 different ways: (1) acquiring Ontario wineries;
(2) developing its own wine brands; and (3) representing various wine, beer and
spirits brands on an agency basis. In 2005 Diamond merged with Niagara Cellars
Inc., which had been founded by Murray Watson and Susan O'Dell. Mr. Marshall is
currently the President and CEO of Diamond and its subsidiaries, Mr. Green the
Vice-President (Sales and Administration) and Mr. Watson the Chairman. Diamond
was amalgamated under the Business Corporations Act (Canada) on April 1, 2012,
and its registered head office is located at 29 Connell Court, Unit 6, Toronto,
Ontario, M8Z 5T7. Diamond winery and production facilities are located in
Niagara-on-the-Lake, Ontario. Diamond is widely held among more than 300
shareholders, and does not have any shareholder owning 10% of more of the
company's voting securities.


Diamond had revenue for the year ending March 31, 2012 of $28,358,945, and
EBITDA of $1,591,830 (or 5.6%). In the same period Diamond had a cost of goods
sold of $16,9320,016 (or 60%), for a gross profit of $11,426,929 (all March 31,
2012 numbers are audited). As of September 30, 2012, Diamond had total assets of
$38,894,646 and total liabilities of $30,956,106 (unaudited). EBITDA for the
period of April 1, 2012 to September 30, 2012 is $1,566,585 (unaudited) and
rolling 12 month EBITDA is $2,474,034 (unaudited).


The Qualifying Transaction

Subject to regulatory approval, WKN will acquire all of the currently issued and
outstanding common shares of Diamond for consideration equal to $15.125 million.
Immediately prior to or concurrently with the closing of the Transaction, WKN
shall complete a share consolidation by replacing each of its issued and
outstanding common shares with 0.3712 new common shares (the "New WKN Shares").
WKN shall satisfy the Purchase Price by issuing 19,901,500 New WKN Shares to
shareholders of Diamond on a one-for-one basis at a deemed issuance price of
$0.76 per New WKN Share.


Prior to closing, Diamond shall restructure its debt, and shall convert all of
its $321,720 convertible debentures (together with estimated accrued interest to
the closing) into approximately 502,000 common shares, at a conversion price of
$0.684. Diamond currently has also granted 900,000 incentive stock options at an
exercise price of $0.76, which shall be exchanged pursuant to the Transaction on
a one for one basis for options entitling the holder to acquire New WKN Shares
at the same exercise price.


The parties intend to complete an offering of securities concurrently with the
closing of the Transaction at a subscription price of $0.76 per New WKN Share
for minimum gross proceeds of $3.0 million, with standard fees and commissions
to be paid in connection therewith, and the net proceeds of which shall be used
for general working capital purposes (the "Concurrent Financing"). Detailed
particulars of the Concurrent Financing will be provided once available.


It is currently anticipated that the board of directors of the resulting issuer
will consist of seven directors, to be made up of two nominees of Diamond, two
nominees of WKN (David Mitchell and Keith Harris), and three additional
independent directors to be determined by the parties. 


Murray Marshall, the current chief executive officer and president of Diamond,
will act as chief executive officer and president of the resulting issuer. Mr.
Marshall's experience extends over the past 30 years with Joseph Seagram & Sons,
Basil D. Hobbs Imported Wines & Spirits, T.G. Bright Company and Colio Estate
Wines. In his positions with these companies, he was directly responsible for
developing and implementing sales strategies to facilitate brand development and
sales for both wines and spirits. As the Executive Vice-President of Corporate
Development of Colio Wines, he was also responsible for developing new ventures
(such as new brands, co-packing agreements for products, government grants for
capital and vineyard acquisitions) in order to increase sales, production and
cash flow for the winery and its vineyard operations. Mr. Marshall is also
Chairman of the VQA Canada. Among other things, Murray is the former General
Manager, Sales and Marketing of Export and Specialty Markets for Andres Wines.


Murray Watson, Diamond's chairman, will be appointed chairman of the resulting
issuer. An entrepreneur, Mr. Watson has a 25-year history of investment success
in many international industries, both in the private and public markets. In
1995, Mr. Watson became one of the early investors in Renwood, a premium
producing winery in California. As a Director of Renwood, Mr. Watson helped
develop and implement its business and branding strategy.


Andrew Green is a current director, vice-President and corporate secretary of
Diamond, and will be appointed vice-president and corporate secretary of the
resulting issuer. A co-founder of Diamond Estates Wines & Spirits Ltd., Mr.
Green was the owner and founder of Boka Wines & Spirits Ltd. (Boka), which he
created in September of 1997 as an imported wines, spirits and beer agency and
later expanded to also represent domestic wines. Boka was eventually acquired by
Diamond. Mr. Green has a proven ability to sell and negotiate with the LCBO and
foreign and domestic producers, which he used to build a portfolio with sales to
the LCBO (both to the large volume General List and the specialty Vintages and
Classics Catalogue divisions), licensees and private customers. Prior to
establishing Boka, Mr. Green was a corporate, banking and international trade
lawyer practicing at the firm McMillan LLP (Barristers and Solicitors) where he
obtained experience in mergers and acquisitions, private company asset and share
sales, financing and international trade.


Updates in respect of the management and board of directors of the resulting
issuer will be provided to the market as they may be determined by the parties.


The material conditions required to be fulfilled by the parties prior to closing
include the following: (i) closing of the Concurrent Financing; (ii)
restructuring Diamond's existing debt; (iii) consolidation of WKN's shares; (iv)
receipt of audited financial statements of Diamond as of March 31, 2012, and the
interim financial statements of Diamond for the period ending September 30,
2012; (v) receiving all necessary regulatory and third party approvals and
authorizations; (vi) the receipt of an independent valuation of Diamond if
required by the Exchange; (vii) approval by each of the board of directors of
Diamond and WKN, and the shareholders, if necessary; (viii) the entering into of
satisfactory employment agreements for senior management; (ix) confirmation of
no material adverse change having occurred to either entity prior to close; (x)
the completion of a definitive agreement setting forth the terms and conditions
for the transaction; (xi) the completion of due diligence satisfactory to each
party; (xii) the completion of a sponsorship report satisfactory to the Exchange
(or waiver by the Exchange of that requirement); and (xiii) 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 1 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.


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.


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


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

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