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VDA.P First Growth Holdings Ltd

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Share Name Share Symbol Market Type
First Growth Holdings Ltd TSXV:VDA.P TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Vida Ventures Ltd. Announces Letter of Intent With WineOnline Marketing Company Ltd. and Proposed Qualifying Transaction

07/09/2012 9:07pm

Marketwired Canada


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


Vida Ventures Ltd. ("Vida") (TSX VENTURE:VDA.P), a capital pool company, is
pleased to announce that it has entered into a letter of intent (the "LOI")
dated August 24, 2012 with WineOnline Marketing Company Ltd. ("WineOnline"), for
Vida's arm's length acquisition of 100% of the outstanding shares of WineOnline
(the "Proposed Transaction"). The Proposed Transaction is intended to be Vida's
Qualifying Transaction as defined under Policy 2.4 of the TSX Venture Exchange
(the "Exchange") Corporate Finance Manual (the "Manual") and is subject to
regulatory approval.


Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Manual.


Proposed Transaction

Pursuant to the LOI, Vida will acquire all of the issued and outstanding common
shares of WineOnline in consideration for 14,700,000 common shares of Vida (the
"Vida Payment Shares"), which will represent approximately 29% of the
outstanding common shares of the Resulting Issuer as at the closing of the
Proposed Transaction (the "Closing") immediately after the completion of the
Concurrent Financing (as defined herein), on an undiluted basis. Some or all of
the Vida Payment Shares will be subject to escrow provisions pursuant to
Exchange policies. The Proposed Transaction, when completed, is intended to
enable the Resulting Issuer to qualify as a Tier 2 Technology/Industrial Issuer
on the Exchange. Contemporaneously with the Closing, it is intended that the
Resulting Issuer will change its name. Such name change is subject to regulatory
approval. As the Proposed Transaction is not a Non-Arm's Length Transaction,
Vida does not expect that the approval of its shareholders will be required for
it to complete the Proposed Transaction.


In connection with the Proposed Transaction, Vida expects to pay a finder's fee
which may be up to the maximum allowable in accordance with the policies of the
Exchange. Vida may, at its election, satisfy the finder's fee through the
issuance of common shares which may be subject to a hold period expiring on the
date that is four months and one day after the closing date of the Proposed
Transaction.


Overview of WineOnline

WineOnline is a private company incorporated under the Business Corporations Act
(Ontario) on June 23, 2008. WineOnline specializes in the distribution,
marketing, and sale of grape wine products in Ontario and Alberta. Securities of
WineOnline have never been listed or traded on any stock exchange.


The head office of WineOnline is located at 15 Adrian Avenue, Unit 166, Toronto,
Ontario, M6N 5G4. The registered office of the Company is located at 15 Adrian
Avenue, Unit 166, Toronto, Ontario, M6N 5G4. WineOnline does not have any
subsidiaries.


WineOnline is jointly owned by The Bick Group Inc., an Ontario company, (as to
85% of its Class A special shares and 76% of its common shares), Jordan Barclay
of British Columbia, BC (as to 2% of its common shares), 1407722 Ontario Inc.
(as to 15% of its Class A special shares and 15% of its common shares), and
LBLux Sicav FIS Junior Mining Fund (as to 7% of its common shares). The Bick
Group Inc. is a company incorporated in Ontario, Canada and is owned by David
Eaton of British Columbia, BC, Jonathan Bick of Madrid, Spain, and Daniel Bick
of Toronto, Ontario. 1407722 Ontario Inc. is a company incorporated in Ontario,
Canada and is owned by Kaleem Ahmad of Toronto, Ontario. LBLux Sicav FIS Junior
Mining Fund is a fund based in Luxembourg and the beneficial owners are Tobias
Tretter of Wil, Switzerland, Wilhelm Tretter of Erbendorf, Germany, Theresia
Tretter of Erbendorf, Germany, and Sandra Tretter of Erbendorf, Germany.


WineOnline currently acts as a wine distributor in Ontario and a marketing agent
in Alberta. WineOnline offers wine for sale through its corporate website
www.wineonline.ca (the "WOL Website") in Ontario and Alberta. When customers
access the WOL Website, they must specify whether they are ordering from Alberta
or Ontario. In addition, WineOnline currently owns a distribution license in
Quebec, although it does not conduct any operations in the province.


Ontario

In Ontario, WineOnline sells and offers wine for sale on behalf of the Liquor
Control Board of Ontario (the "LCBO"), representing Ontario and foreign
wineries, pursuant to its manufacturers representative licence issued by the
Alcohol Gaming Commission of Ontario (the "AGCO"). The LCBO and AGCO have full
control over the alcohol industry within Ontario; all imported alcohol is
shipped from its source of origin by the LCBO. Wines are stored in LCBO's
controlled warehouses until retrieved by a licensed distributor, agent or
importer. As a result, WineOnline does not need to carry inventory and therefore
bears minimal inventory risk. The LCBO warehouses store all of WineOnline's
imported wine until it is ordered and retrieved. A distributor such as
WineOnline will pick up an order from an LCBO warehouse once it arrives.
Consumers are permitted to pick up their own orders, but generally only
distributors, agents and importers retrieve orders from the LCBO warehouses and
deliver them to consumers.


WineOnline processes two different types of wine orders through the WOL Website,
namely, Regular Orders and Private Orders.


Regular Order

Once an order has been placed through the WOL Website, WineOnline arranges to
have the orders sent to the LCBO, or prepared for pick-up by the Ontario winery
manufacturing the ordered products, for pick up from an LCBO warehouse, or from
the Ontario winery. In order to be classified as a Regular Order, the LCBO, or
Ontario winery, must have the specific wine being ordered in stock. WineOnline
is notified once the order is ready to be picked up, at which point WineOnline
picks the wine up and delivers it to the customer. The entire process can be
completed within a day. The customer who orders through the Website pays 100% of
the total order cost online when they place the order through the WOL Website.
WineOnline pays the LCBO when it retrieves the order from the LCBO warehouse.


Private Order

If a customer orders wine that is not currently held in inventory at an LCBO
warehouse or at an Ontario winery, the order is considered "private." In this
case, once WineOnline forwards the order details to the LCBO, the LCBO must
order the appropriate wine from the foreign winery itself. WineOnline cannot
pick the order up and deliver it to the customer until it has been delivered to
the LCBO warehouse by the winery, a process that could take up to eight (8)
weeks. Unlike a Regular Order, in the case of Private Order, the customer only
pays 25% of the online retail price to WineOnline at the time of ordering. The
remaining 75% is paid to WineOnline when the shipment is delivered to the
customer.


Alberta

In Alberta, WineOnline entered into a business agreement with Enoteca Liquor
Store and Specialty Wine ("Enoteca") on March 31, 2011, whereby WineOnline acts
as a marketing agent and sells Enoteca's wine through the WOL Website. The
Alberta section of the WOL Website only sells Enoteca's wine. When an order is
made, WineOnline forwards it to Enoteca, which then stocks the order from its
own shelves and ships it to the customers.


Financial Summary

Based on WineOnline's unaudited financial statements, WineOnline generated
C$1,426,101 in sales revenue and a net income of C$2,931 during the fiscal year
ended June 30, 2011.


Concurrent Financing

In conjunction with the Proposed Transaction, Vida plans to conduct a
non-brokered financing (the "Concurrent Financing") to raise up to C$6,000,000
by the issuance of subscription receipts (each "Subscription Receipt") of Vida
at a price of C$0.30 per Subscription Receipt. Each Subscription Receipt will be
converted, for no additional consideration, into one unit (the "Unit") upon the
satisfaction of certain conditions to the completion of the Proposed
Transaction. Each Unit is expected to consist of one (1) common share of Vida
and one half of one (1/2) common share purchase warrant (each whole warrant a
"Warrant"). Each whole Warrant will entitle the holder to purchase one (1)
additional common share of Vida at a price of C$0.45 for a period of two (2)
years from the Closing. The gross proceeds from the Concurrent Financing will be
used for developing WineOnline's own wine brand, hiring sales representatives to
promote products, developing online purchase in Quebec, expanding to Western
Canada, and exploring the Asian market. Vida may pay finder's fees in connection
with the Concurrent Financing up to the maximum fees allowable in accordance
with the policies of the Exchange.


Sponsorship

Vida may be required to obtain a sponsor for the Proposed Transaction. If
required, the terms of the sponsor's engagement will be negotiated at arm's
length.


Conditions of Closing

The LOI will be superseded by a definitive agreement to be negotiated among the
parties. Completion of the Proposed Transaction is subject to certain
conditions, including the completion of the Concurrent Financing, the receipt of
any necessary regulatory approvals in respect of the Proposed Transaction, the
election/appointment of new board members for the Resulting Issuer, the
satisfactory completion by each party of its respective due diligence
investigations, and such other closing conditions as are specified in the LOI
and as may be specified in the definitive agreement.


Overview of Management and the Board of Directors

It is proposed that, upon completion of the Proposed Transaction, a new board of
directors for Vida will be nominated or elected and will consist of up to six
(6) directors whom will be designated jointly by Vida and WineOnline.


Certain planned officers and directors of Vida upon the completion of the
Proposed Transaction include:


Director and CEO - Iat Wai Chan

Mr. Chan is an accomplished businessman with experience in various industries.
Mr. Chan was also president, chief executive officer and a director of Panoramic
Mirrors Inc. (currently known as GLG Life Tech Corporation) until February 2007.
Mr. Chan currently operates an import/export business.


It is also intended upon the completion of the Proposed Transaction, another
director resident in Canada will be appointed as a director of the Resulting
Issuer.


Chief Financial Officer and Corporate Secretary - Herrick Lau

Mr. Lau has over 15 years of experience in corporate finance and public company
management. He is currently Managing Director of Baron Group Canada. Mr. Lau
previously was Vice President, Corporate Finance in Global Maxfin Capital Inc.
and Graydon Elliott Capital Corp. He has extensive experience in advising
financial and corporate matters to listed companies in Canada and is currently
acting as Chief Financial Officer and Director for several public companies
listed on the TSX, TSXV and CNSX. Mr. Lau obtained his bachelor and master
degrees in Business and Economics from Simon Fraser University. Mr. Lau is also
a charter holder of the Chartered Financial Analyst designation.


The Bick Group Inc. is expected to become an Insider of the Resulting Issuer, as
defined in Policy 1.1 of the TSX-V, by virtue of it holding more than 10% of the
then issued and outstanding common shares of the Resulting Issuer.


Additional information will be disclosed in a subsequent news release prior to
the resumption of trading.


Trading of the common shares of Vida on the Exchange has been halted in
connection with the dissemination of this press release, and will remain halted
until such time as the Exchange may determine, having regard to the completion
of certain requirements pursuant to Exchange Policy 2.4.


ON BEHALF OF THE BOARD

Iat Wai Chan, CEO

VIDA VENTURES LTD.

This press release contains forward-looking statements about Vida and WineOnline
(collectively referred to as the "Resulting Issuer") and their respective
businesses and future plans, including the planned acquisition, Concurrent
Financing and proposed business. Forward-looking statements are statements that
are not historical facts and include the nature of the Qualifying Transaction,
securities anticipated to be issued to WineOnline's shareholders, Tier 2 listing
on the Exchange, and the amount of the proposed Concurrent Financing. The
forward-looking statements in this press release are subject to various risks,
uncertainties and other factors that could cause the resulting issuer's actual
results or achievements to differ materially from those expressed in or implied
by forward-looking statements. These risks, uncertainties and other factors
include, without limitation, uncertainty as to resulting issuer's ability to
achieve the goals and satisfy the assumptions of management; uncertainties as to
the availability and cost of financing; the Exchange review and approval of the
Proposed Transaction and proposed new directors and officers; general economic
factors and other factors that may be beyond the control of the parties.
Forward-looking statements are based on the beliefs, opinions and expectations
of the management of Vida and WineOnline at the time they are made respectively,
and neither Vida or WineOnline assumes any obligation to update its
forward-looking statements if those beliefs, opinions or expectations, or other
circumstances, should change, to be maximum extent permitted by law.


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


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the Proposed
Transaction, any information released or received with respect to the Proposed
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.


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