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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 Receipt of TSXV Conditional Approval for its Qualifying Transaction

22/10/2013 11:40pm

Marketwired Canada


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.".


Filing Statement

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".


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 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Herrick Lau
herrick.lau@barongroupintl.com
604-688-9588

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