The Bick Group Inc.

November 25, 2013 18:25 ET

The Bick Group Inc. Acquires Common Shares of First Growth Holdings Ltd.

TORONTO, ONTARIO--(Marketwired - Nov. 25, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR THROUGH U.S. NEWSWIRE SERVICES

The Bick Group Inc. (the "Bick Group") (15 Adrian Avenue, Unit 166, Toronto, ON, M6N 5G4) announced today that on November 18, 2013, pursuant to a share exchange in connection with a Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange) (the "Transaction"), it acquired control over 8,833,302 common shares (the "Transaction Shares") of First Growth Holdings Ltd. ("FGH"), formerly Vida Ventures Ltd. ("Vida"), representing approximately 17.3% of the basic number of common shares of FGH issued and outstanding, including those common shares of FGH issued pursuant to the Transaction.

Aaron Bick owns 51% of the outstanding voting securities of the Bick Group. As such, the Transaction Shares held by the Bick Group should be considered to be under the control and direction of Mr. Bick. Mr. Bick is also an officer of FGH.

As neither Aaron Bick nor the Bick Group held any securities of FGH prior to the Transaction discussed above, this disclosure describes the current ownership of securities of FGH by such persons.

Other than as described above, the Bick Group has not acted jointly or in concert with any other person in acquiring securities of FGH.

An aggregate of 8,833,302 Transaction Shares were issued to the Bick Group in exchange for the 10,000 class A special shares and 891.72 common shares of WineOnline Marketing Company Ltd. held by it as part of Vida's Qualifying Transaction. For the purposes of the Qualifying Transaction, such Transaction Shares were assigned a deemed value of $0.30 per share, being the "Transaction Price" (as defined in the Corporate Finance Manual of the TSX Venture Exchange), resulting in a deemed aggregate value for the Transaction Shares of $2,649,990.60.

The Transaction Shares were acquired on a private placement basis as part of a share exchange agreement in connection with the Transaction. The Transaction Shares were acquired for investment purposes and the Bick Group has no current intention to acquire control or direction over additional securities of FGH. The transaction giving rise to the early warning report of the Bick Group involved the Qualifying Transaction of Vida.

The Transaction Shares are being held in escrow pursuant to a TSX Venture Exchange Form 5D Value Escrow Agreement (the "Escrow Agreement"). In accordance with the Escrow Agreement, the Transaction Shares shall be released as follows: 10% immediately following the issuance of the Final Exchange Bulletin (as such term is defined in the Corporate Finance Manual of the TSX Venture Exchange) to be issued in connection with the Qualifying Transaction, 15% six months following the initial release and 15% every six months thereafter (each such percentage amount refers to the original number of Transaction Shares deposited into escrow pursuant to such agreement).

An Early Warning Report in respect of the foregoing has also been filed and is available under the profile of FGH at www.sedar.com.

This news release and the information contained herein does not constitute an offer of securities for sale in the United States and securities may not be offered or sold in the United States absent registration or exemption from registration.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • The Bick Group Inc.
    Aaron Bick
    416-400-7027