Top Shelf Brands Holdings Corp. (DKTS)

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$DKTS Agrees to Sell 75% Stake in Besado and Dziaq Brands
HOUSTON, TX / ACCESSWIRE / May 14, 2015 / Top Shelf Brands Holdings, Inc., a Nevada Corporation (OTCPK: DKTS), is pleased to announce the company has accepted an offer from International Spirit and Beverage Group, Inc. (OTCPK: ISBG), to purchase a 75% stake in the Dziaq and Besado Tequila brands in exchange for shares of ISBG common stock and assumption of certain DKTS debt notes.

Top Shelf Brands Holdings, Inc., has agreed to distribute the shares of ISBG to the DKTS common shareholders of record as of 5:00 p.m., Eastern Daylight time on May 26, 2015, the record date for the distribution. The DKTS shareholders will receive one (1) share of International Spirit and Beverage Group, Inc., common stock for every fifteen (15) shares of Top Shelf Brands Holdings, Inc., held on the record date. A registration statement for the distribution of the International Spirit and Beverage Group shares shall be filed with the Securities and Exchange Commission within 30 days of the record date.

Any shareholder of DKTS common stock who sells shares of Top Shelf Brands Holdings, Inc., in the market on or before the record date will also be selling the right to receive the shares of International Spirit and Beverage Group, Inc. The shares issued to DKTS common stockholders will be subject to all applicable SEC rules governing share issuance in transactions such as this.

For the purpose of assuming the Top Shelf Brands debt, ISBG will issue a new series of restricted convertible preferred shares of ISBG to note holders of DKTS. The fair market value of the debt represented by the notes is $250,000 and will be exchanged for the new series of convertible preferred shares. The redemption value of the series of preferred will be equal to the fair market value of the Top Shelf Brands debt notes. The conversion of the preferred shares will be limited by the holding period of the applicable securities law regulations as well as the term over which the conversion is permitted.

About TSB: www.drinktopshelf.com

Top Shelf Brands Holdings incubates, creates, markets and supplies branded alcoholic beverages with an initial offering of Tequila, Liqueur and Bourbon. Being a federally licensed importer and supplier of alcoholic beverages gives us a competitive edge. Top Shelf Brands is dedicated to "Incubating and Creating Brands People Talk About". Top Shelf Brands is positioned to capitalize on the $1 trillion spirits industry. Strong growth in the industry is anticipated primarily in the premium category.

This news release contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. When used in this release, words such as "estimate," "expect," "anticipate," "projected," "planned," "forecasted" and similar expressions are intended to identify forward-looking statements, which are, by their very nature, no guarantees of Top Shelf Brands Holdings, Inc.'s future operational or financial performance, and are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Due to the risks and uncertainties, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE: Top Shelf Brands Holdings, Inc.

Source: Accesswire (May 14, 2015 - 12:01 PM EDT)

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