Vida Ventures Ltd. Announces Proposed Qualifying Transaction With Tonec Advanced Materials (BVI) Ltd.

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

Vida Ventures Ltd. (TSX VENTURE:VDA.P) (the "Company"), a capital pool company
listed on the TSX Venture Exchange (the "Exchange"), today announced that it has
entered into a letter of intent on January 16, 2012 relating to the acquisition
of 100% of the equity interest of Jinan Tonec Energy-Saving Co., Ltd. ("Tonec"),
by acquiring Tonec Advanced Materials (BVI) Ltd., which controls the business of
Tonec (the "Acquisition"). This transaction is intended to constitute the
Company's Qualifying Transaction (the "Transaction") and is not a Non-Arm's
Length Qualifying Transaction (as defined by the Exchange policies). It is
expected that upon completion of the Transaction, the resulting issuer will be
renamed Tonec Advanced Materials Corp.


Overview of Tonec

Tonec is a developer and producer of technologically advanced building
materials. Tonec's principal products are laminated polymer panels ("Laminated
Polymer Panels"), which are made primarily from a proprietary
structurally-reinforced thermosetting compound (the "SRT Compound") that has
been developed by Tonec. Due to properties unique to the SRT Compound, Tonec's
Laminated Polymer Panels have superior performance characteristics that overcome
many of the traditional shortcomings of traditional building materials (e.g.,
steel, metal, wood, concrete and conventional plastic panels). The Laminated
Polymer Panels are strong, energy efficient, work well in highly corrosive and
extreme temperature environments, have superior resistance to fire, sound,
electro magnetic waves, weather, and thermal contraction/expansion, and have a
life span of 15 to 20 years.


Tonec's SRT Compound is made by combining a proprietary highly-advanced
thermosetting plastic resin, a proprietary composite chemical additive and a
reinforcement material such as fiberglass or jute. The SRT Compound is the
result of over 20 years of research and development ("R&D") work and
field-testing product trials. Using the SRT Compound, Tonec has developed two
types of Laminated Polymer Panels: corrugated panels; and flat panels.
Corrugated panels are used primarily for the exterior skinning of industrial
facilities such as metal refineries, processing plants, and warehouses, while
flat panels have a more diverse set of applications including building interiors
(such as walls and flooring), furniture, transportation, machinery, and other
miscellaneous applications where any of the benefits of superior insulation,
durability, life span, sound absorption, or heat transference render the flat
panel a superior alternative to traditional materials.


Laminated Polymer Panels can be applied to a number of global multi-billion
dollar end markets including industrial building materials, residential/consumer
products, transportation and manufacturing. Tonec's corrugated Laminated Polymer
Panels are marketed as an exterior finishing material for industrial buildings
and facilities. Tonec believes that their corrugated Laminated Polymer Panels
have a global opportunity in harsh and highly corrosive environments that
currently use steel panels for exterior finishing such as metal smelting,
chemical production plants, power plants, and even food processing plants. In
emerging markets such as China, the corrugated Laminated Polymer Panels can be
used as a replacement for steel panels in general industrial facilities such as
manufacturing buildings distribution centers, and warehouses. While being priced
competitively with steel panels, Tonec's Laminated Polymer Panels have a useful
life of 15 to 20 years, as compared to steel panels which typically have a
useful life of less than five years in corrosive environments.


The global market for steel panels was approximately 75.5 million tonnes in
2010, equating to approximately 17 billion square feet. China is the single
largest producer of steel panels globally with a market share of approximately
38% in 2010. While Tonec has traditionally targeted steel replacement in
existing facilities, the market for new building product is large and growing -
in 2009, there was over 63 billion square feet of floor space under construction
in China, and the construction industry has been growing at a compound annual
growth rate of approximately 21.5% since 2004. Tonec's flat panels potentially
have a more diverse set of applications than do its corrugated panels, including
building interiors (such as walls and flooring), furniture, transportation,
machinery, and other miscellaneous applications. The global construction
industry produced US$7.3 trillion in output in 2010, and is expected to grow by
65% to US$12 trillion in 2020.


Tonec's intellectual property is protected by patents, trade secrets, know-how,
confidential designs and methodologies, formulae, production techniques and
trade-marks. Tonec, including its predecessor company, has spent over C$5
million on R&D to date and has created significant competitive advantages
through the accumulation of know-how and trade secrets. Tonec's Laminated
Polymer Panels are protected by 12 international patents in the United States,
China, Malaysia, Russia, Taiwan, and Thailand.


Tonec has sold Laminated Polymer Panels to customers in China, Taiwan, the
Philippines, Thailand, Malaysia and South Africa. Given the location of the
manufacturing facility in Jinan, China, the majority of Tonec's sales are to
large companies located in China. While Tonec expects to continue targeting
customers that own and operate heavy industrial facilities in China, Tonec also
intends to broaden its geographic reach by targeting new customers in
international markets. Tonec's management believes that Russia, Europe, India
and North America are potential markets for its products.


Tonec began producing Laminated Polymer Panels at its production facility in
2006 and has consistently increased sales each year. The effective capacity of
the current production facility is approximately 6.5 million square feet per
year, assuming normalized production levels of 15 hours per day, 350 days per
year. The plant can be run above effective capacity (up to design capacity of
10.8 million square feet per year) to accommodate excess demand or fluctuations
in order volumes by reducing downtime or adding shifts. Tonec is currently
running at close to 100% of design capacity and has accumulated an order backlog
well in excess of its current production capacity. Furthermore, Tonec has
visibility on a long term sales pipeline of potential orders that is well in
excess of its current maximum production capacity. Given the demand for the
Laminated Polymer Panels, Tonec is constructing a new production facility
adjacent to its existing production facility in Jinan, China which will increase
its annual effective capacity by approximately 32.3 million square feet (which
assumes the production facilities are operating at normal production rates for
15 hours per day for 350 days per year). This expansion will increase total
effective annual capacity to approximately 39 million square feet. Tonec has
started construction on the new production plant and has paid deposits on the
automated production line. Tonec expects to complete construction and have the
production line delivered by June 2012.


Going forward, Tonec intends to apply its expertise in plastics and chemicals to
expand its product offering into new products, such as flat panels. Tonec has
developed a flat panel product and has produced samples at a prototype scale
which are currently being tested by several potential customers.


Tonec also plans to strengthen its existing partnerships with research
institutions, universities, and colleges in developing future generations of its
products. Tonec is currently working with Shandong Construction University to
develop a third generation composite material that would have broader market
applications including use in furniture, highway sound insulation, billboards,
and buses, amongst others. Tonec expects to have this third generation product
to the market by 2013.


Tonec is well established, and has a strong track record of profitability and
growth. Tonec has grown rapidly since establishing its production facility in
Jinan in 2006, having grown revenues from C$3.0 million in 2008 to C$11.7
million in 2010, representing a compound annual growth rate of 96%. In the 2008,
2009, and 2010 fiscal years, Tonec achieved EBITDA of C$0.5 million, C$2.1
million, and C$5.2 million, respectively. Net income has also grown during the
same period, from a net loss of C$0.3 million in 2008, net income of C$1.2
million in 2009 and C$3.9 million in 2010. These figures have been selected from
unaudited financial statements prepared and provided by Tonec's management. The
new production line will allow Tonec to meet the demand for its Laminated
Polymer Panels and support the Company's growth for the foreseeable future.


The Transaction

It is anticipated that the Company will enter into a share exchange agreement
(the "Share Exchange Agreement") in connection with the acquisition of all
issued and outstanding shares of Tonec's offshore holding company, Tonec
Advanced Materials (BVI) Limited ("TAML") to effect the combination of the
business and assets of Tonec with those of the Company. Vida expects to issue,
subject to Exchange approval, approximately 201,600,000 of its common shares
(representing approximately 81.2% of the issued and outstanding common shares of
the Company upon completion of the Acquisition, including the shares issued
under the Private Placement as defined below) in exchange for 100% of the TAML
shares currently issued and outstanding. Thereafter, and on issuance by the
Exchange of the final bulletin, the Company will become the resulting issuer,
TAML will be a wholly-owned subsidiary of the resulting issuer, and the business
of Tonec will become the business of the resulting issuer.


PoinTop Holdings Inc. (owned by Po-Chin (Alex) Chang, the proposed President &
Chief Executive Officer of the resulting issuer, and five individuals related to
him and who are all Taiwanese citizens), OmniGreen Holdings Inc. (owned by
Yu-Chin Ni and eight individuals related to him and who are all Taiwanese
citizens), and two investors being Vive Enterprises Limited (owned by a
Taiwanese citizen) and Ocean Harvest Investment Inc. (owned by a Canadian
citizen), together currently own all of the outstanding shares of TAML. Yin-Mei
(Ingrid) Chang, who is expected to be a member of the resulting issuer's board,
is Alex Chang's sister and Yu-Chin Ni's wife. PoinTop Holdings Inc. and
OmniGreen Holdings Inc. will control the resulting issuer upon completion of the
Acquisition.


The Transaction remains subject to Exchange review and approval. The following
is a summary of the principal elements of the Transaction.


Concurrently with the Acquisition and prior to the completion of the
Transaction, it is intended that the Company will complete a non-brokered
private placement (the "Private Placement") of its common shares ("Vida Shares")
for gross aggregate proceeds of approximately C$4,000,000. Under the Private
Placement, the Company proposes to sell approximately 32,000,000 Vida Shares at
C$0.125 per share. Proceeds will be used to fund production capacity expansion,
payment of equipment purchases, and for working capital and general corporate
purposes.


There is no assurance of the amount of proceeds that the Company will raise
under the Private Placement. Subject to Exchange approval, finders' fees may be
paid in connection with the Private Placement.


Upon completion of the Transaction, it is expected that the resulting issuer
will meet the public distribution requirements of an Exchange Tier 2 issuer.
Shareholders of the Company and the resulting issuer will be subject to all
applicable Exchange escrow policies.


The completion of the Transaction will be subject to, among others, the
following mutual conditions precedent:




1.  the execution of the Share Exchange Agreement; 
2.  the receipt of all necessary regulatory, corporate and third party
    approvals, including the approval of the Exchange, and compliance with
    all applicable regulatory requirements and conditions in connection with
    the Transaction; 
3.  the maintenance of the Company's listing on the Exchange; 
4.  the confirmation of the representations and warranties of each party to
    the Share Exchange Agreement as set out in such agreement; 
5.  the absence of any material adverse effect on the financial and
    operational condition or the assets of each of the parties to the Share
    Exchange Agreement; 
6.  the delivery of standard completion documentation including, but not
    limited to, legal opinions from Canadian and PRC legal counsels,
    officers' certificates and certificates of good standing or compliance;
    and 
7.  other conditions precedent customary for a transaction such as the
    Transaction. 



The completion of the Transaction is also subject to the following conditions
precedent in favour of Tonec and its affiliates:




1.  prior to the execution of the Share Exchange Agreement, the principal
    shareholders of Tonec confirming, to their own satisfaction, acting
    reasonably, that they will not be subject to any significant adverse tax
    consequences as a result of the Transaction or otherwise; 
2.  at closing of the Transaction, except for any obligations to a sponsor
    appointed by the Company in connection with this Transaction, and except
    for liabilities and obligations relating to the certain budgeted costs
    of the Company for purposes of the Transaction, the Company will have no
    liabilities or obligations (contingent or otherwise) in excess of
    C$5,000, inclusive of liabilities relating to the fees and disbursements
    of its counsel appointed in connection with the Transaction, as
    evidenced by an officer's certificate of the Company to be tendered at
    closing of the Transaction; 
3.  the completion of the Private Placement; 
4.  at closing, the Company will have cash of not less than C$850,000 (not
    including the net proceeds of the Private Placement); and 
5.  the termination of all agreements involving the Company and relating to
    any administrative services or leases without any further liability to
    the Company or the resulting issuer. 



The conditions precedent in favour of the Company may be waived in whole or in
part by the Company, and the conditions precedent in favour of Tonec may be
waived in whole or in part by Tonec and its affiliates.


The completion of the Transaction is expected to occur on the day that is the
tenth business day following the satisfaction or waiver of the conditions
precedent or such other date as mutually agreed to by the Company and Tonec, but
in any event no later than June 30, 2012. If the Transaction is not consummated
on or before June 30, 2012, or such other date as agreed to by the Company and
Tonec, the terms of the Transaction will be terminated and be of no further
force or effect. Each of the Company and Tonec will be bear their own respective
costs and expenses associated with the Transaction. The Company will pay, as a
non-refundable deposit, C$25,000 to Tonec (or its nominee) in order to further
the Transaction.


The Company expects that Canaccord Genuity Corp. will act, subject to completion
of satisfactory due diligence, as sponsor in connection with the Transaction. An
agreement to sponsor should not be construed as any assurance with respect to
the merits of the transaction or the likelihood of completion.


Overview of Management and the Board of Directors

Management

It is expected that the management of the resulting issuer will consist of Alex
Chang as President and Chief Executive Officer and Zijian Pan as Chief Financial
Officer. Certain other officers will be appointed in due course.


Alex Chang is the current President and Chief Executive Officer of Tonec and is
responsible for the general strategy and direction of the Company. Mr. Chang is
a former General Manager of Guang Ching Chen Enterprise Co., Ltd. Mr. Chang is
one of the founders of Tonec and its predecessor Lilun, having worked with Lilun
in its R&D facility in Taiwan and was instrumental in developing its specialty
resin formula. In 2005, Mr. Chang moved to Jinan to focus on establishing
Tonec's operations in mainland China. Mr. Chang graduated from Soochow
University, Taiwan in 1992.


Zijian Pan was appointed Chief Financial Officer of Tonec in December 2011. Mr.
Pan has 20 years of experience in accounting, financial planning and merger and
acquisitions in different business sectors and has worked with a number of
publicly listed companies in Hong Kong, Singapore and Toronto. From 2006 to
2009, Mr. Pan was a Senior Vice President for Asia Biochem; 2003-2004 as Chief
Financial Officer for Asia Aluminum Holdings Ltd.; 2000-2003 as Assistant Vice
President of Finance for PCCW Ltd.; 1997-2000 Manager of Revenue Management for
SmarTone Telecommunications Holdings Ltd.; 1992-1997 as Finance and Accounting
Manager for The Sincere Co. Ltd. Mr. Pan worked with Deloitte Touche Tohmatsu
and is a graduate of the Hong Kong Polytechnic University, a fellow member of
the Association of Chartered Certified Accountants, and a non-practicing member
of the Hong Kong Institute of Certified Public Accountants.


Board of Directors

It is the intention of the Company and Tonec to establish and maintain a board
of directors with a combination of appropriate skill sets that is compliant with
all regulatory and corporate governance requirements, including any applicable
independence requirements. The board of directors of the Company currently
consists of four members. Upon completion of the Transaction, the board of
directors of the resulting issuer is expected to be reconstituted to comprise
five members being Alex Chang, Frank Dottori (independent), Randall Smallbone
(independent), Jun Zhao (independent) and Ingrid Chang.


1. Alex Chang 

Information on Alex Chang (who is also expected to be the President and Chief
Executive Officer of the resulting issuer) is set out above.


2. Frank Dottori

Mr. Frank Dottori was a founder of Tembec Inc. and President and Chief Executive
Officer from 1979 until his retirement in January 2006. Since May of 2006, he
has been the President of FADCO Consulting Inc. He also served as Managing
Director of Greenfield Ethanol's Advanced Capital Biofuels Division until
September 2011. Mr. Dottori is currently a Director of Saputo Inc. and Capital
BLF. He also serves as Chairman of AVCell Inc. and AV Nackawic Inc. (Canadian
Subsidiaries of Adityabirla, India); Chairman of Center for Research and
Innovation in the Bio Economy Ontario (CRIBE); and Director of Bio Auto Council
of Ontario. In the past, he has served as Governor of the Montreal Stock
Exchange; Director of the Laurentian Bank of Canada; Director of Telebec and
Bell Nordiq Income Fund. He has also served as Chair of the Canadian Pulp and
Paper Association Pulp and Paper Research Institute of Canada; Forest
Engineering Institute of Canada; Free Trade Lumber Council; Co-Chair for Forest
Sector Advisor Committee Government of Canada. Mr. Dottori has received numerous
awards and recognitions such as four honorary Doctorates and the Order of Canada
in 1989.


3. Randall Smallbone

Mr. Randall Smallbone is the Chief Financial Officer of Migao Corporation. Mr.
Smallbone was previously Executive Vice-President of Finance and Chief Financial
Officer of KIK Custom Products and prior to that, he was Executive Vice
President, Finance and Chief Financial Officer of Decoma International Inc., a
Magna International company. He is a financial executive with more than 30 years
of operational experience in diverse, global industries including consumer
goods, contract manufacturing, automotive and aerospace parts. He is a director
and Chair of the Audit Committee of Hanwei Energy Services Corp., a director and
Chair of the Audit and Finance Committee of Joseph Brant Hospital Foundation and
prior trustee and Chair of the Audit committee of Norcast Income Fund. Mr.
Smallbone brings significant experience in financial management, capital
markets, acquisitions and investor relations. Mr. Smallbone holds a Certified
General Accountant designation.


4. Jun Zhao

Mr. Jun Zhao is currently the Vice Chairman of Beijing New Building Material
(Group) Co., Ltd. In 2010, Mr. Zhao completed a post doctoral degree from China
Building Material Academy with a focus on researching the function of wall
materials and polymer reinforced cement. Mr. Zhao was previously the general
manager for Mongolia Sengong Group; and Technical Director of Mongolia Woods
Products Quality Surveillance Tester Center.


5. Ingrid Chang 

Ms. Chang is a director of Compos International Co. and has been involved with
Tonec since 2006. Ms. Chang is responsible for advising on matters relating to
international business and review of Tonec's operating and financial
performance. Ms. Chang graduated from Gonzaga University, Spokane Washington, in
1986 and is fluent in English and Mandarin.


About Vida Ventures Ltd.

Vida Ventures Ltd. is a capital pool company within the meaning of the policies
of the Exchange, was incorporated in British Columbia on January 25, 2011 and
was listed on the Exchange on August 18, 2011. The Company does not have any
operations and has no assets other than cash. The Company's business is to
identify and evaluate businesses and assets with a view to completing a
Qualifying Transaction under the policies of the Exchange.


Trading in the common shares of the Company was halted on January 16, 2012 by
the Exchange and is expected to remain halted until after the Exchange accepts
and confirms the completion of the Transaction.


Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and if applicable pursuant to Exchange
Requirements, majority of the minority approval. Where applicable, the
transaction cannot close until the required shareholder approval is obtained.
There can be no assurance that the transaction will be completed as proposed or
at all.


The selected financial results for Tonec presented herein have been provided by
Tonec's management and have been selected from financial statements that have
not been audited, and are subject to audit.


Investors are cautioned that, except as disclosed in the management information
circular or 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.


FORWARD LOOKING INFORMATION AND NON-GAAP MEASURES

This press release contains forward-looking statements and information that are
based on the beliefs of management and reflect the Company's current
expectations. When used in this press release, the words "estimate", "project",
"belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should"
and the negative of these words or such variations thereon or comparable
terminology are intended to identify forward-looking statements and information.
The forward-looking statements and information in this press release includes
information relating to the Acquisition (including the structure of the
Acquisition), the Transaction (including terms such as the name change, and the
completion or termination), the Private Placement (including its completion and
the use of proceeds from the Private Placement), the principal owner, directors
and management of the resulting issuer upon completion of the Transaction and
Tonec's business plan. Such statements and information reflect the current view
of the Company with respect to risks and uncertainties that may cause actual
results to differ materially from those contemplated in those forward-looking
statements and information.


By their nature, forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements, or other future events, to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following
risks: risks associated with the completion of the Transaction and matters
relating thereto; and the delisting of the Company from the Exchange due to its
failure to complete a Qualifying Transaction within the time period set in the
policies of the Exchange; and risks associated with the marketing and sale of
securities, the need for additional financing, reliance on key personnel, the
potential for conflicts of interest among certain officers or directors with
certain other projects, and the volatility of the Company's common share price
and volume. Forward-looking statements are made based on management's beliefs,
estimates and opinions on the date that statements are made and the Company
undertakes no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Investors are
cautioned against attributing undue certainty to forward-looking statements.


There are a number of important factors that could cause the Company's actual
results to differ materially from those indicated or implied by forward-looking
statements and information. Such factors include, among others: risks related to
Tonec's business such as failure of the business strategy, stable prices for key
raw materials, demand and market prices for its products, and government
regulations; risks related to Tonec's operations, such as additional financing
requirements and access to capital, reliance on key and qualified personnel,
insurance, competition, intellectual property and reliable supply chains; risks
related to Tonec and its business generally such as potential exposure to tax
under PRC income tax regulations, Chinese regulations relating to offshore
special purpose companies, recent Chinese regulations relating to cross-border
mergers and acquisitions, environmental protection, currency exchange rates and
conflicts of interest; and risks related to doing business in China such as
changes to income tax regulations, repatriation of profit and currency
conversion, acquisition and appropriation of land use rights, foreign
investment, permits and business licenses, employment contracts, government
intervention, shareholders' rights and enforcement of judgments and a developing
legal system.


The Company cautions that the foregoing list of material factors is not
exhaustive. When relying on the Company's forward-looking statements and
information to make decisions, investors and others should carefully consider
the foregoing factors and other uncertainties and potential events. The Company
has assumed a certain progression, which may not be realized. It has also
assumed that the material factors referred to in the previous paragraph will not
cause such forward-looking statements and information to differ materially from
actual results or events. However, the list of these factors is not exhaustive
and is subject to change and there can be no assurance that such assumptions
will reflect the actual outcome of such items or factors. While the Company may
elect to, it does not undertake to update this information at any particular
time.


The Company has also included in this press release selected financial results
based on EBITDA, which is a non-GAAP measure. Readers are cautioned that such
measures do not have any standardized meaning prescribed by Canadian GAAP and
therefore the Company's method of calculating these measures may differ from the
method used by other issuers and accordingly the Company's measure may not be
comparable to the measures used by other issuers.


THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE
EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND,
ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE
UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS
INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT
UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED
IN ACCORDANCE WITH APPLICABLE LAWS.


MARKET DATA AND INDUSTRY FORECASTS

This press release includes market and industry data and forecasts that have
been obtained from Tonec, third-party sources and publicly available
information, as well as industry data prepared by Tonec's management on the
basis of its knowledge or and experience in the industry in which Tonec
operates. The knowledge of the industry has been developed through Tonec
management's experience and participation in the industry. The Company believes
that the industry data presented is accurate and that its estimates and
assumptions are reasonable, but there can be no assurance as to the accuracy or
completeness of this data. Third-party sources generally state that the
information contained therein has been obtained from sources believed to be
reliable, but there can be no assurance as to the accuracy or completeness of
included information. Although the Company believes it to be reliable, the
Company has not independently verified any of the data from Tonec or third-party
sources referred to in this press release or analyzed or verified the underlying
studies or surveys relied upon or referred to by such sources, or ascertained
the underlying economic assumptions relied upon by such sources.