Vida Ventures Ltd.
TSX VENTURE : VDA.P

October 03, 2013 19:54 ET

Vida Ventures Ltd. Announces the Entering Into of A Definitive Agreement for Qualifying Transaction and Filing of Filing Statement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 3, 2013) -

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

Vida Ventures Ltd. ("Vida" or the "Company") (TSX VENTURE:VDA.P), is pleased to announce that, in furtherance to its press releases dated September 7, 2012 and September 27, 2013, it has entered into a definitive share exchange agreement dated effective September 27, 2013 (the "Agreement") with WineOnline Marketing Company Ltd. ("WineOnline"), a private company incorporated under the laws of Canada, and all of the shareholders of WineOnline (the "Shareholders") pursuant to which Vida has agreed to acquire all of the issued and outstanding shares of WineOnline (the "Transaction"). The Company is also pleased to announce that a filing statement (the "Filing Statement") dated September 27, 2013 regarding the Transaction has been filed on SEDAR at www.sedar.com. The Transaction is intended to be Vida's Qualifying Transaction as that term is defined in Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange") Corporate Finance Manual (the "Manual"), and is subject to the approval of the Exchange.

Terms of the Transaction

Pursuant to the Agreement, Vida will purchase all of the issued and outstanding securities of WineOnline in exchange for the issuance of an aggregate of 14,700,000 common shares in the capital of Vida (the "Consideration Shares"). Upon completion of the Transaction, WineOnline will be a wholly-owned subsidiary of Vida.

Conditions of Closing

Completion of the Transaction will be subject to the satisfaction or waiver of certain conditions, including, but not limited to:

  1. if required, a satisfactory report of the Sponsor (defined below) in respect of the Qualifying Transaction shall be been provided and accepted by the Exchange;
  2. employment agreements shall have been entered into between WineOnline and each of Aaron Bick, Daniel Bick and Jonathan Bick;
  3. the minimum financing (as defined below) of $6,000,000 shall have closed;
  4. all Shareholders shall have entered into a Value Security Escrow Agreement as that term is defined in the policies of the Exchange with respect to the Consideration Shares; and
  5. all required approvals, consents, authorizations and waivers relating to the consummation of the Qualifying Transaction shall have been obtained, including the acceptance by the Exchange of the Qualifying Transaction.

Private Placement

As previously announced, Vida intends to complete a concurrent financing (the "Concurrent Financing") in connection with the Transaction. It is intended that Concurrent Financing consist of the issuance of a minimum of 20,000,000 subscription receipts (each, a "Subscription Receipt") up to a maximum of 26,666,667 Subscription Receipts, for aggregate gross proceeds of a minimum of $6,000,000 (the "Minimum Financing") up to a maximum of $8,000,000 (the "Maximum Financing"). Subject to approval of the Exchange, the Company may, in its sole discretion, increase the size of the Maximum Financing to exceed $8,000,000. Each Subscription Receipt is issuable at a price of $0.30 per Subscription Receipt and will, concurrent with the closing of the Qualifying Transaction, be automatically converted into one unit of the Company (each a "Unit") for no additional consideration. In the event that the Transaction has not been closed by December 31, 2013, the proceeds from the sale of the Subscription Receipts will be returned to the subscribers on a pro rata basis. Each Unit will consist of one common share of Vida (each a "Share") and one-half of one Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional Share at a price of $0.45 for a period of two years from the date the Unit is issued. The Concurrent Financing will be non-brokered, however, Vida may pay finder's fees in connection therewith in accordance with the rules and policies of the Exchange. On September 27, 2013, Vida completed the first tranche of the Concurrent Financing for gross proceeds of $5,505,650 through the issuance of 18,352,167 Subscription Receipts at $0.30 per Subscription Receipt.

The securities to be issued in connection with the Transaction and the Concurrent Financing have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Sponsorship

In connection with the Transction and pursuant to Policy 2.2 - Sponsorship and Sponsorship Requirements of the Exchange Manual, Vida, WineOnline and Canaccord Genuity Corp. (the "Sponsor") entered into a sponsorship agreement dated effective September 27, 2013 (the "Sponsorship Agreement") pursuant to which the Sponsor has agreed to act as sponsor in connection with the Transaction. Under the terms of the Sponsorship Agreement, the Sponsor has agreed to act as sponsor in connection with the Transaction in consideration for a sponsorship fee of $95,000 (plus applicable taxes) and 100,000 Units. The Company has also paid to the Sponsor a deposit of $20,000 towards the Sponsor's disbursements in connection with its review of the Transaction, including legal and consulting costs that has been paid.

Pursuant to the Sponsorship Agreement, the Sponsor has agreement to provide such services as are typically provided in a Qualifying Transaction of the nature of the Transaction, including:

  • provision of advice with respect to structuring the terms of the Transaction;
  • developing and/or advising on a strategy to best effectuate the Transaction;
  • review with Vida its strategic objectives, and recommend a plan to execute the financial and private/public market aspects of the Transaction;
  • advise Vida on the regulatory and financial aspects of the Transaction;
  • assist Vida with marketing in the form of a road show to the current and prospective investors in the Concurrent Financing;
  • provide sponsorship services as required by the Exchange; and
  • other financial advisory and investment banking services as are customary.

Directors, Officers and Insiders

Upon completion of the Transaction, Vida shall cause Anthony Zelen, Jackie Cheung and Herrick Lau to resign as directors. Vida intends to appoint Brian De Beck, Han Liang Pan, Guo Wah Li and Barry Olivier as a directors and Paul Guedes will be appointed as the President. As such, upon completion of the Transaction, the directors and officers of Vida will consist of:

Iat Wai Chan - CEO, Secretary and Director
Herrick Lau - CFO
Paul Guedes - President
Han Liang Pan - Director
Guo Hua Li - Director
Brian De Beck - Director
Barry Olivier - Director

Paul Guedes

Mr. Guedes has over 16 year experience in business development and public company financings. He has been the President of Marinete Enterprises Inc., a construction company which completed projects worldwide, since March 2000. Mr. Guedes also went into investment banking for several years, sitting as a director on multiple boards and assisting in financings, logistics and business development. His passion for wine has taken him around the world to over 46 countries and has completed 2 levels of the International Sommelier Guild Program.

Han Liang Pan

Mr. Pan has over 20 years of management experience in China and is currently acting as President of Nai Pu Dun Investment and Management (Shanghai) Ltd. Mr. Pan obtained his bachelor degree in Enterprise Administration Concerning Foreign Business Management from Shanghai University of Finance & Economics in 1997, and a bachelor degree in Business Administration from Soochow University in 2000. In 2012, Mr. Pan also received an EMBA degree from Xiamen University. Previously, Mr. Pan was President of Shanghai Zai Yang Metal Material Ltd from 2004 to 2012.

Guo Hua Li

As the owner of Constellation Group and the largest whisky collection in China (more than 700 variants), Mr. Li leads the trend of whisky culture. He organizes regular tasting events covering almost all whisky brands for connoisseurs every 3 months for the past 5 years. His whisky bar was awarded the Whisky Live Gold Medal for 3 consecutive years and it was also nominated as the Professional Whisky Bar. Mr. Li was the General Manager of Shanghai Xinjishi Hospitality Management Limited from September 2002 until July 2013.

Brian De Beck

Mr. De Beck received a Bachelor of Arts degree from the University of British Columbia in 1969. He has been involved with the Retail Wholesale Union as a provincial representative and acted as the chairman of the Union's Pension Plan Board of Trustees from 1998 until his recent retirement in 2011. In these roles, Mr. De Beck gained invaluable experience with generally accepted accounting principles, International Financial Reporting Standards, and audit practices for the preparation of financial statements, including some requiring review by the Financial Institutions Commission.

Barry Olivier

Mr. Olivier has spent the past 17 years in senior management positions in the wine importing, wholesale and distribution and beverage manufacturing business. He was the President and Senior Buyer of Liquid Art Fine Wines from March 2000 until October 2009, a wine marketing company which achieved annual sales of more than $10 million in retail dollars from wines priced entirely between $50/bottle to $900/bottle, and an executive of Trialto Wine Group, where he played a key role in expanding the company across Canada and establishing offices in Montréal, Toronto and Calgary including sales grossing more than $60 million per year during his tenure. In October 2009, Mr. Olivier joined the Aquilini Investment Group as the president and founder of Aquilini Brands, a company focused on the creation and delivery of new brands to the market place. With his passion for fine wine and his worldwide network of elite wine producers, Mr. Olivier brings an exciting combination of wine knowledge, management skills, and leadership to the organization.

Name Change

In connection with the completion of the Transaction, Vida intends to change its name to "First Growth Holdings Ltd.".

About WineOnline

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.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The Exchange has in no way passed on the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

ON BEHALF OF THE BOARD

Iat Wai Chan, Chief Executive Officer

VIDA VENTURES 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 Vida'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 intention of the parties to complete the Transaction. 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 Vida. The material factors and assumptions include the parties to the proposed Transaction being able to obtain the necessary director and regulatory approvals; and Exchange policies not changing. 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. Vida 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 Vida 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.

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