TORONTO, ONTARIO--(Marketwired - Aug. 13, 2015) - 2463272 Ontario Inc. ("BidCo") would like to announce that it has made an offer (the "Offer") to China Gold Pte Ltd. ("China Gold"), the majority shareholder of Asia Now Resources Corp. (TSX VENTURE:NOW), to (i) acquire all of the common shares it owns in Asia Now and 100% of the debentures issued to China Gold by Asia Now and (ii) repay and assume China Gold's obligations and rights under the term credit facility (the "Secured Loan") entered into as of April 23, 2015 between China Gold and Asia Now. China Gold is a corporation incorporated in the Republic of Singapore and an indirect wholly-owned subsidiary of Lippo China Resources Ltd. that is listed on the Hong Kong Stock Exchange.
Under the terms of the Offer, if accepted, BidCo will purchase approximately 60,735,000 common shares and convertible debentures issued on December 16, 2013 and April 9, 2014, each in the amount of $1,248,000, representing $2,496,000 in the aggregate, along with any amounts advanced under the Secured Loan, being all of the securities issued by Asia Now directly or indirectly or held or controlled by China Gold.
The offered purchase price for the acquisition of the common shares is $0.02 per share (approximately $1,214,700 in the aggregate) and the purchase price for the acquisition of the debentures is $1,372,800. The assignment fee to be paid to China Gold for the assumption of the Secured Loan is 55% of the borrowed amount outstanding. The Offer is subject to terms and conditions typical for a transaction of this type.
The Offer is based on BidCo's valuation for Asia Now of approximately $3,700,000 plus 55% of any amounts outstanding under the Secured Loan. This valuation is over four times the asset value of the Company as presented in the company's December 31, 2014 audited financial statements.
The Offer has also been presented to the board of directors of Asia Now as BidCo understands that Asia Now's consent is required for the transfer of the Secured Loan and the company's debentures. BidCo made the Offer based on a number of factors, including but not limited to the following information which is all available in Asia Now's public disclosure record. BidCo has relied entirely on the accuracy of such information and has included excerpts of it below for information purposes only and takes no responsibility for its accuracy.
On April 23, 2015, by way of press release Asia Now reported that:
"Asia Now and China Gold have entered into an arrangement agreement (the "Agreement") with respect to a going private transaction (the Transaction") for the Company. Pursuant to the Agreement, China Gold (the "Purchaser") has made an offer to purchase all of the common shares of Asia Now ("Common Shares") that it does not already own for $0.02 per Common Share in cash. After consideration of all of the circumstances, the Special Committee of Asia Now concluded that the Transaction is in the best interests of the Company and fair to the Minority Shareholders. Accordingly, the Special Committee recommended that the Board resolve to agree to the terms expressed in the Agreement, subject to the receipt of all required shareholder and regulatory approvals. The Company has called a special meeting of the Company's shareholders to be held on or about June 18, 2015, at which the Transaction will be voted upon by shareholders (the "Meeting")."
On April 28, 2015, on SEDAR, Asia Now filed its Consolidated Financial Statements for the year end December 31 2014 that recorded the impairment of exploration projects by the end of 2013 as being $499,192, and by the end of 2014 as being $13,875,612, totally $14,374,804 (refer to Page 18-19, Note 7 of that announcement). The "Exploration and Valuation Assets" were reduced in value from $13,508,122 as at December 31 2013, to $170,001 as of December 31, 2014 (refer to Page 1 of that announcement). In addition, total assets as at December 31, 2014, including cash of $542,430, totaled $908,104.
On May 28, 2015, on SEDAR, Asia Now released its Management Information Circular (the "Circular") with respect to the arrangement involving Asia Now and China Gold and issued a Notice of Special Meeting to Shareholders of Asia Now to be held on June 18, 2015. The letter to shareholders accompanying the Circular included the following:
"The Board, based on the recommendation of the recommendation of the Special Committee and other considerations, resolved that the arrangement is fair to the shareholders and is in the best interests of Asia Now and recommends that shareholders vote in favour of approving the Arrangement."
On June 9, 2015, on SEDAR, Asia Now reported that:
"The Company will not have sufficient funds available to repay the amounts owing under the Secured Loan. Consequently, if the Arrangement is not completed and the lender enforces its security, it is highly likely that the Company will be required to make a filing under applicable bankruptcy and insolvency legislation."
On June 18, 2015, Asia Now reported that the minority shareholders did not approve the Agreement between China Gold and Asia Now and as a result, China Gold could not acquire all the shares from the minority shareholders at C$0.02 per share.
On June 20, 2015, BidCo extended an offer, to acquire all the shares China Gold owned in Asia Now at the same price that the Special Committee of Asia Now presented to the minority shareholders, and all the debt owed to China Gold by paying 50% of the value of such debt.
The offer was rejected with no counter offer received from China Gold to date. BidCo remains committed to working with China Gold to agree on an arrangement that allows BidCo to work with Asia Now to provide financial stability, industry experience and access to capital that Asia Now requires to continue its proposed activities.
Neither China Gold or Asia Now has approved of or reviewed the contents of this news release.
Certain statements included in this news release constitute forward-looking statements, including, but not limited to, those identified by the expressions "expects", "intends", "anticipates", "will" and similar expressions to the extent that they relate Asia Now Resources Corp. The forward-looking statements are not historical facts but reflected Asia Now's current expectations regarding future results or events at the time as reported by the company. These statements are based on the publicly available disclosure of the company. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. 2463272 Ontario Inc. assumes the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein. 2463272 Ontario Inc. does not undertake any obligation to update publicly or otherwise revise any forward-looking statement or information whether as a result of new information, future events or other such factors which affect this information, except as required by law.
Contact Information:
Rick Brown
rbrown@highlandmanagement.ca