Top Shelf International (TSI) has launched a further capital raise of up to $10 million to fund business restructuring, operational expenditure and working capital as it finalises a third-party distribution deal with Amber Beverage Australia.

TSI said it is continuing to progress arrangements with Amber Beverage in relation to a strategic sales, distribution and marketing partnership, targetting a transition in August 2025.

Under the terms of the deal, TSI will retain ownership of its brands and oversee brand strategy and positioning; provide product supply and quality assurance; lead national marketing campaigns; and support promotional planning and pricing strategy.

Amber Beverage will manage trade execution, customer relationships and route-to-market; oversee warehousing, logistics, and sales force operations; execute promotional plans and report performance regularly; and coordinate with TSI on new product introductions and range reviews.

TSI confirmed a strategic restructure in May following the successful completion of a capital raise and the sale of its Campbellfield facility to Idyll Wine for $8 million, which enabled the business to fully clear its outstanding obligations with the Australian Taxation Office.

The company noted that its co-pack arrangement with Idyll Wine Co was delivering significant savings alongside
award-winning spirits distillation.

CEO Trent Fraser stepped down as CEO in May, with Board Chair Julian Davidson appointed Acting Executive Chairman.

Davidson said: “It is very pleasing to see the restructuring projects starting to take effect and deliver long-term sustainable benefits to the company.

“Alongside the critically important restructuring, the underlying business continues to lay down foundations for a successful transition to a 3rd party sales and marketing partner in Amber Beverages.

“This is evidenced in the recent awards received at the Australian International Spirit Awards 2025, where NED Australian Whisky’s premium Grand Reward expression was named Champion Victorian Spirit, our distillers and the Campbellfield site – now outsourced – was named the 2025 Champion Victorian distiller, and Act Of Treason Australian Agave Spirit received Gold Medals for all its expressions – Blanco, Reposado and Extra Aged – making it the most awarded Agave brand globally.

“We now extend our focus to recapitalising our balance sheet through a Convertible Note Capital Raise.”

A General Meeting of TSI Shareholders will take place on Monday, 11 August 2025 at 11am AEST. The company said it is continuing to progress the audit of its FY24 and HY25 financial reports, with a view to releasing its FY24 annual report by 30 September 2025 and reconvening its 2024 Annual General Meeting, and commencing the process for reinstatement to trading on the ASX.