Digital Wine Ventures Limited (ASX:DW8) entered into an agreement to acquire Parton Wine Distribution Pty Ltd on July 19, 2021. The consideration for the Acquisition is entirely performance based via an Earn Out through the issue of performance securities, vesting in two tranches upon the achievement of the following milestones: (i) Milestone 1 for FY 2022 - Minimum Annual Revenue would be AUD 15 million and Minimum Annual EBITDA would be AUD 0.35 million and (ii) Milestone 2 for FY 2023 - Minimum Annual Revenue would be AUD 15 million and Minimum Annual EBITDA would be AUD 0.35 million. The share price used to calculate the number of DW8 Shares to be issued upon the vesting and exercise of the Earn Out Securities is AUD 0.0855, which is equal to the 30-day VWAP upon the date the Non-Binding Term Sheet for the Acquisition was signed by the parties. The maximum number of DW8 Shares that may be issued over two years is 38,596,492 based on the business generating: AUD 15 million revenue per annum and AUD 0.95 million EBITDA per annum in FY2022 and FY2023. As part of the Acquisition PWG Founder, Richard Raddon, will join the WINEDEPOT’s Senior Executive Team as General Manager of the logistics division. David Raddon will also join the WINEDEPOT team as National Operations Manager and James Munn will join as Head of Logistics. All other staff to be moved onto new employment agreements & provided vesting options under DW8 ESIP. The Company received firm commitments to raise gross proceeds of AUD 7.5 million via a share placement to institutional and sophisticated investors of AUD 7.37 milliin and DW8 director participation of AUD 0.125 million. Funds raised under the Share Placement will be applied as follows: (i) AUD 2.8 million to clear Parton existing liabilities; (ii) AUD 1.2 million to repay Parton debtor finance; (iii) AUD 1.0 million to fund Parton planned capital expenditure projects; and (iv) AUD 2.5 million to fund expansion of the merged logistics business. In 2020, Parton Wine Distribution generated revenue of AUD 12.304 million and EBITDA of AUD 0.769 million. All other material conditions precedent have been satisfied. The expected date of completion for the acquisition is July 30, 2021. Daniel Coote, Ryan Chapman of BDO Global acted as financial due diligence providers to Digital Wine Ventures Limited.