First Growth Holdings Ltd.

First Growth Holdings Ltd.

September 13, 2016 14:32 ET

First Growth Provides Further Update on Agreement to Sell WineOnline Marketing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 13, 2016) -


First Growth Holdings Ltd. (TSX VENTURE:FGH) ("First Growth" or the "Company") wishes to provide a further update on the definitive agreement (the "Agreement") with 2057611 Ontario Inc. ("2057611") for the sale by the Company of all of the issued and outstanding shares of WineOnline Marketing Company Ltd. ("WineOnline") to 2057611 (The sale of the issued and outstanding common shares of WineOnline and related transactions described in the Agreement are referred to as the "Transaction").

Subsequent to the Company's news release dated June 6, 2016, on July 15, 2016, Ronald Cox, Ann MacMurray Cox and Stone Ledge Holdings Ltd. (the "Petitioners") agreed to not proceed with a court application seeking an order to restrain the Company from selling WineOnline, on the condition that the Company hold back $50,000 (the "Holdback Amount") from the proceeds of sale of WineOnline. The Company also undertook that it would not take steps to sell other assets outside the ordinary course of business or having a value that exceeds $100,000, or to provide to any person or entity financial assistance from the Company by means of a loan, guarantee or otherwise in excess of $100,000.

On July 28, 2016, the Company held its annual general and special meeting and at this meeting the Company received approval of the Transaction from the Company's shareholders. Shareholders holding 39,190,178 common shares, excluding The Bick Group Inc. and other affiliates and associates of 2057611, representing 97.58% of the votes cast, voted to approve the Transaction.

On September 13, 2016, the Company received an exemptive relief order from the Ontario Securities Commission exempting the Company from the requirements applicable to issuer bids in Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids in respect of The Bick Group Inc.'s return of 5,299,982 Company common shares to the Company for cancellation as a part of 2057611's consideration to acquire WineOnline. The Company plans to complete the Transaction as soon as possible and obtain final approval from the TSX Venture Exchange immediately thereafter.

About First Growth Holdings Ltd.

First Growth is a Canadian-based company that identifies and develops strong brands in the Canadian and international markets. First growth's brands have a global reach in today's modern world with the rapid adoption of social media and advancements in technology. First Growth recognizes the potential for its brands to penetrate international markets and will be focused on developing each one of its brands to its fullest potential.


Ting Zhao, Chief Executive Officer

Neither the TSX Venture 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.

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