First Growth Holdings Ltd.
TSX VENTURE : FGH

First Growth Holdings Ltd.

April 03, 2017 17:41 ET

First Growth Reached Agreement on Terms of Settlement for Oppression Action

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 3, 2017) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

First Growth Holdings Ltd. (TSX VENTURE:FGH) ("First Growth" or the "Company") wishes to announce that, further to the news release of June 6, 2016, and the updates in news releases of September 13, 2016 and November 4, 2016, the Company has reached an agreement on terms of settlement (the "Terms of Settlement") with Ronald Cox, Ann MacMurray Cox and Stone Ledge Holdings Ltd. (the "Petitioners"), who filed a Petition against the Company claiming that the affairs of the Company and conduct of the Company's directors have been exercised in a manner oppressive to them.

The material provisions of the Terms of Settlement are as follows:

  1. The holdback amount of $50,000 was to be released to the Petitioners immediately.
  2. The Company will pay a further amount of $250,000 (the "Final Payment") to the Petitioners, consisting of:
    1. that amount required to repurchase the Petitioners' 5,291,833 common shares (the "Shares") in the capital of the Company, at the market price of the Shares on February 27, 2017 (the "Repurchase Payment") in respect of the Petitioners' claim seeking an order to direct the Company to pay the Petitioners the amount paid by them for the Shares; and
    2. that amount equal to the difference between the Final Payment and Repurchase Payment in respect of all other claims of the Petitioners set out in the Petition, including costs.
  3. The Final Payment is to be made to the Petitioners within 30 days of the satisfaction of the following conditions:
    1. The TSX Venture Exchange must, within 30 days of March 2, 2017, approve any loan required by the Company;
    2. The New Brunswick Financial and Consumer Services Commission must, within 30 days of March 2, 2017, issue an exemption for the repurchase of the Shares from the Petitioners.
  4. Upon receipt of the Final Payment, the parties will prepare and file an order providing for the dismissal of the Petition on the basis as if the Petition has been dismissed after a hearing on the merits, without costs to any party.
  5. Upon receipt of the Final Payment, the Petitioners will execute a release in favour of the Company and other individuals or entities who are customarily included in the scope of a litigation release, in respect of all of the claims set out in the Petition.
  6. The Company will execute a release in favour of Ronald Cox in respect of any claims arising from his role as a former director of the Company.

The Company is pleased to advise that the conditions to the Final Payment have been fulfilled. On March 15, 2017, the TSX Venture Exchange conditionally accepted an application by the Company for a secured loan in the amount of $75,000 by a shareholder of the Company to the Company. The proceeds of this loan will be used by the Company to make the Final Payment. The loan will mature on September 21, 2017 and bear interest at a rate of 5% per annum. Final acceptance of the Company's application is conditional upon the Company issuing this news release. Also on March 31, 2017, the New Brunswick Financial and Consumer Services Commission issued an order exempting the repurchase of the Shares from the Issuer Bid Requirements in National Instrument 62-104.

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.

ON BEHALF OF FIRST GROWTH HOLDINGS LTD.:

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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