FGH Franchise Global Health Inc

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

First Growth Holdings Ltd. (formerly Vida Ventures Ltd.) ("First Growth" or the
"Company") (TSX VENTURE:FGH), is pleased to announce that it has completed its
Qualifying Transaction (as defined in Policy 2.4 - Capital Pool Companies of the
Corporate Finance Manual (the "Manual") of the TSX Venture Exchange (the
"Exchange"), as previously described in its press releases dated October 22,
2013, October 3, 2013 and September 7, 2012, and more particularly set out in
its filing statement dated September 27, 2013 (the "Filing Statement"), which is
available under the profile of the Company at www.sedar.com. As a result of the
completion of the Qualifying Transaction, the Company has ceased to be a Capital
Pool Company (as defined in the Manual). The Company expects trading in its
common shares to commence at the opening of the market on Thursday, November 21,
2013. The common shares will trade under the symbol "FGH". 


The Company completed the Qualifying Transaction through the acquisition of all
of the outstanding equity securities (the "Acquisition") of WineOnline Marketing
Company Ltd. ("WineOnline"), a private company incorporated under the laws of
Canada. Pursuant to the definitive agreement with respect to the Acquisition,
the Company acquired all of the issued and outstanding equity securities of
WineOnline from the holders thereof in exchange for the issuance of an aggregate
of 14,700,000 common shares in the capital of the Company (each, a "Share").
WineOnline is now a wholly-owned subsidiary of the Company.


In addition, in accordance with the policies of the Exchange, the Company paid
843,333 Shares as a finder's fee in connection with the completion of the
Qualifying Transaction.


Concurrent Financing

In connection with the Qualifying Transaction, the Company completed a
non-brokered private placement financing (the "Concurrent Financing") of an
aggregate of 20,067,666 subscription receipts (each, a "Subscription Receipt")
at a price of $0.30 per Subscription Receipt for aggregate gross proceeds of
approximately $6,020,300. Upon closing of the Acquisition, each Subscription
Receipt automatically converted, for no additional consideration into one common
share of First Growth and one-half of one common share purchase warrant (each
whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to
purchase one additional common share of the Company at a price of $0.45 for a
period of two years from the date of the issue of the Warrant.


The Company: (i) paid aggregate cash amount of $452,832; and (ii) issued an
aggregate of 1,509,438 warrants, each of which is exercisable to acquire one
common share of the Company at a price of $0.45 per share until the date which
is two years from the date of issue of such warrants to certain finders in
connection with the completion of the Concurrent Financing.


Directors and Officers

In connection with the Qualifying Transaction, certain directors and officers of
the Company resigned and were appointed, such that the directors and officers of
the Company are now as follows:




Iat Wai Chan - Director and CEO                                             
Herrick Lau - Chief Financial Officer and Corporate Secretary               
Paul Guedes - President                                                     
Barry Olivier - Director                                                    
Han Liang Pan - Director                                                    
Guo Hua Li - Director                                                       
Brian De Beck - Director                                                    



For further biographical information about the foregoing persons, see the Filing
Statement. 


Sponsorship

In connection with the Qualifying Transaction, the Company, WineOnline and
Canaccord Genuity Corp. (the "Sponsor") entered into a sponsorship agreement
dated effective September 27, 2013. The Company paid a total of $95,000 (plus
applicable taxes) and issued to the Sponsor 100,000 units (the "Sponsor Units")
with the same terms as the Units underlying the Subscription Receipts. The
Company has also paid the Sponsor $20,000 for legal costs. 


Escrow Shares

As disclosed in the Filing Statement, 24,700,000 Shares will be deposited into
escrow upon closing of the Qualifying Transaction. 


Hold Periods

The Subscription Receipts and the finders' warrants issued in connection with
the Concurrent Financing, the Shares that were issued to WineOnline Shareholders
in connection with the Qualifying Transaction, the finder's shares and the
Sponsor Units are all subject to a four month and one day hold period under
applicable Canadian securities laws. The hold period for the Subscription
Receipts commenced at the respective dates of closing of the Concurrent
Financing. None of such securities have been or will be registered under the
United States Securities Act of 1933, as amended (the "1933 Act"), and none of
them may be offered or sold in the United States absent registration or pursuant
to an applicable exemption from the registration requirements of the 1933 Act
and applicable state securities laws. 


About First Growth

First Growth's wholly-owned subsidiary, 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.


ON BEHALF OF THE BOARD 

Iat Wai Chan, Chief Executive Officer 

FIRST GROWTH HOLDINGS 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 First Growth'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 commencement of trading on the Exchange and future incentive
stock option grants. 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 First Growth. The material factors and
assumptions include the parties to the proposed Transaction being able to obtain
the necessary regulatory approvals. 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. First Growth 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 First Growth 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: 
First Growth Holdings Ltd.
Herrick Lau
604-688-9588
herrick.lau@barongroupintl.com

Franchise Global Health (TSXV:FGH)
Historical Stock Chart
From May 2024 to Jun 2024

Franchise Global Health (TSXV:FGH)
Historical Stock Chart
From Jun 2023 to Jun 2024