Vida Ventures Ltd.

November 05, 2013 18:40 ET

Vida Ventures Ltd. Closes Second Tranche of Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 5, 2013) -


Vida Ventures Ltd. ("Vida" or the "Company") (TSX VENTURE:VDA.P), a capital pool company, is pleased to announce that it has closed the second tranche (the "Second Tranche") of its non-brokered private placement (the "Financing") as previously announced in press releases of the Company dated September 7, 2012, and September 27, 2013. The Second Tranche of the Financing consisted of the issuance of 1,715,499 subscription receipts (each, a "Subscription Receipt") at a price of $0.30 per Subscription Receipt for gross proceeds of $514,649.70.

Following the completion of Vida's acquisition (the "Transaction") of all of the issued and outstanding shares of WineOnline Marketing Company Ltd. ("WineOnline"), the proceeds from the Financing will be utilized to develop WineOnline's business and operations.

Concurrent with the closing of the Transaction, each Subscription Receipt will 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 terms of the Financing include the issuance of a minimum of 20,000,000 Subscription Receipts 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 TSX Venture Exchange (the "Exchange"), the Company may, in its sole discretion, increase the size of the Maximum Financing to exceed $8,000,000.

The securities issued under the Second Tranche are subject to a four month hold period which will expire on March 6, 2014. Upon completion of the Transaction and the release of the proceeds of the Financing to the Company, Vida has agreed to pay compensation to certain finders (the "Finders") in connection with the Second Tranche as follows: (i) aggregate cash commissions of $31,580 representing 8% of the total proceeds received by Vida from the Second Tranche to purchasers introduced to Vida by the Finders, and (ii) Share purchase warrants (the "Finder's Warrants"), having the same attributes as the Warrants, for the purchase of an aggregate of 105,267 Shares representing 8% of the number of Subscription Receipts sold to purchasers under the Second Tranche introduced to Vida by the Finders. The Finder's Warrants issued to the Finders, and any underlying securities, will be subject to a four month hold period.

The completion of the Transaction is subject to a number of additional conditions, including, but not limited to, approval of the Transaction by the board of directors of each of the Company and WineOnline, completion of the Minimum Financing and the approval of the Exchange. There can be no assurance that the Transaction will be completed as proposed, or at all, and trading in the Company's securities should be considered highly speculative.


Iat Wai Chan, Chief Executive Officer


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.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, 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.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) has in any way passed upon the merits of the Transaction and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Forward-Looking Statements

This press release contains forward-looking statements concerning the issue of Subscription Receipts and the acquisition of WineOnline. These forward-looking statements are based on assumptions and judgments of management regarding the sale of the Subscription Receipts and the Transaction that may prove to be inaccurate due to factors beyond Vida's control, including the satisfaction of conditions to the closing the Transaction and the Financing. Although Vida has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other factors that cause results not to be as anticipated or intended. There is no assurance that such information will prove to be accurate, as future events could differ materially from those anticipated in such information and accordingly, there is no assurance that the Transaction and the completion of the Financing will be completed as anticipated. Readers should not place undue reliance on forward-looking statements.

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