VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 22, 2013) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Vida Ventures Ltd. (TSX VENTURE:VDA.P) ("Vida" or the "Company") is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "Exchange") for its Qualifying Transaction, as that term is defined in Policy 2.4 - Capital Pool Companies of the Exchange, with WineOnline Marketing Company Ltd. ("WineOnline"), previously announced on September 7, 2012 and as updated by a news release dated October 3, 2013. As previously disclosed, Vida has agreed to acquire all of the issued and outstanding shares of WineOnline in exchange for the issuance of an aggregate of 14,700,000 common shares in the capital of Vida (the "Transaction"). Upon completion of the Transaction, WineOnline will be a wholly-owned subsidiary of Vida and Vida intends to change its name to "First Growth Holdings Ltd.".
Vida filed its filing statement, dated September 27, 2013 (the "Filing Statement"), under Vida's profile on SEDAR at www.sedar.com. The Filing Statement provides further details with respect to the Transaction.
Closing of Qualifying Transaction
Closing of the Qualifying Transaction is subject to certain conditions, including final acceptance of the Exchange and completion of the concurrent financing (the "Concurrent Financing"), which consists 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 up to a maximum of $8,000,000 and is further described in the Filing Statement and the Company's press release dated September 27, 2013. As disclosed in its press release on September 27, 2013, Vida completed the first tranche of the Concurrent Financing consisting of the issuance of 18,352,167 Subscription Receipts at a price of $0.30 per Subscription Receipt for gross proceeds of $5,505,650. It is currently anticipated that the remainder of the Concurrent Financing will close before October 31, 2013. Closing of the Qualifying Transaction is also expected to take place on or about November 8, 2013 or such other date as may be determined by the Company and WineOnline. Trading in the shares of the Resulting Issuer (as defined in Exchange Policy 1.1 - Interpretation) is expected to commence two business days after closing of the Transaction under the name "First Growth Holdings Ltd." and the symbol "FGH".
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.
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 Concurrent Financing and the Transaction on or about November 8, 2013. 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.