First Growth Announces Completion of Qualifying Transaction
Marketwired
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 18, 2013) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
First Growth Holdings Ltd. (formerly Vida Ventures Ltd.) ("First Growth" or the "Company") (TSX VENTURE:FGH), is pleased to announce that it has completed its Qualifying Transaction (as defined in Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual (the "Manual") of the TSX Venture Exchange (the "Exchange"), as previously described in its press releases dated October 22, 2013, October 3, 2013 and September 7, 2012, and more particularly set out in its filing statement dated September 27, 2013 (the "Filing Statement"), which is available under the profile of the Company at www.sedar.com. As a result of the completion of the Qualifying Transaction, the Company has ceased to be a Capital Pool Company (as defined in the Manual). The Company expects trading in its common shares to commence at the opening of the market on Thursday, November 21, 2013. The common shares will trade under the symbol "FGH".
The Company completed the Qualifying Transaction through the acquisition of all of the outstanding equity securities (the "Acquisition") of WineOnline Marketing Company Ltd. ("WineOnline"), a private company incorporated under the laws of Canada. Pursuant to the definitive agreement with respect to the Acquisition, the Company acquired all of the issued and outstanding equity securities of WineOnline from the holders thereof in exchange for the issuance of an aggregate of 14,700,000 common shares in the capital of the Company (each, a "Share"). WineOnline is now a wholly-owned subsidiary of the Company.
In addition, in accordance with the policies of the Exchange, the Company paid 843,333 Shares as a finder's fee in connection with the completion of the Qualifying Transaction.
Concurrent Financing
In connection with the Qualifying Transaction, the Company completed a non-brokered private placement financing (the "Concurrent Financing") of an aggregate of 20,067,666 subscription receipts (each, a "Subscription Receipt") at a price of $0.30 per Subscription Receipt for aggregate gross proceeds of approximately $6,020,300. Upon closing of the Acquisition, each Subscription Receipt automatically converted, for no additional consideration into one common share of First Growth and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional common share of the Company at a price of $0.45 for a period of two years from the date of the issue of the Warrant.
The Company: (i) paid aggregate cash amount of $452,832; and (ii) issued an aggregate of 1,509,438 warrants, each of which is exercisable to acquire one common share of the Company at a price of $0.45 per share until the date which is two years from the date of issue of such warrants to certain finders in connection with the completion of the Concurrent Financing.
Directors and Officers
In connection with the Qualifying Transaction, certain directors and officers of the Company resigned and were appointed, such that the directors and officers of the Company are now as follows:
Iat Wai Chan - Director and CEO
Herrick Lau - Chief Financial Officer and Corporate Secretary
Paul Guedes - President
Barry Olivier - Director
Han Liang Pan - Director
Guo Hua Li - Director
Brian De Beck - Director
For further biographical information about the foregoing persons, see the Filing Statement.
Sponsorship
In connection with the Qualifying Transaction, the Company, WineOnline and Canaccord Genuity Corp. (the "Sponsor") entered into a sponsorship agreement dated effective September 27, 2013. The Company paid a total of $95,000 (plus applicable taxes) and issued to the Sponsor 100,000 units (the "Sponsor Units") with the same terms as the Units underlying the Subscription Receipts. The Company has also paid the Sponsor $20,000 for legal costs.
Escrow Shares
As disclosed in the Filing Statement, 24,700,000 Shares will be deposited into escrow upon closing of the Qualifying Transaction.
Hold Periods
The Subscription Receipts and the finders' warrants issued in connection with the Concurrent Financing, the Shares that were issued to WineOnline Shareholders in connection with the Qualifying Transaction, the finder's shares and the Sponsor Units are all subject to a four month and one day hold period under applicable Canadian securities laws. The hold period for the Subscription Receipts commenced at the respective dates of closing of the Concurrent Financing. None of such securities have been or will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.
About First Growth
First Growth's wholly-owned subsidiary, WineOnline, currently carries on business as a wine distributor in Ontario and a marketing agent in Alberta. It sells wine through its corporate website www.wineonline.ca in Ontario and Alberta. In addition, WineOnline holds an agency licence in Quebec but does not currently conduct any operations in Quebec.
ON BEHALF OF THE BOARD
Iat Wai Chan, Chief Executive Officer
FIRST GROWTH HOLDINGS LTD.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on First Growth's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the commencement of trading on the Exchange and future incentive stock option grants. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to First Growth. The material factors and assumptions include the parties to the proposed Transaction being able to obtain the necessary regulatory approvals. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the Exchange, the failure to obtain the required approval for the Transaction; changes in tax laws, general economic and business conditions; and changes in the regulatory regime. First Growth cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and First Growth is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.
