Asia Now Resources Corp.

TSX VENTURE : NOW


Asia Now Resources Corp.

March 19, 2014 17:36 ET

Asia Now Resources Corp. Announces $2,500,000 Non-Brokered Senior Unsecured Convertible Debenture Private Placement

TORONTO, ONTARIO--(Marketwired - March 19, 2014) -

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

Asia Now Resources Corp. (TSX VENTURE:NOW) ("ANR" or the "Corporation") is pleased to announce a proposed non-brokered private placement offering of senior unsecured convertible debentures of the Corporation (the "Convertible Debentures") for an aggregate principal amount of $2,500,000 (the "Offering"). The Convertible Debentures will be issued in denominations of $1,000, subject to a minimum of individual subscription of $10,000.

The Convertible Debentures bear interest at a fixed rate of 12% per annum, calculated from their date of issue, to be paid quarterly in arrears, and have a maturity date of two years from the date of issue (the "Maturity Date"). The Convertible Debentures are convertible, in whole or in part, at the option of the holder at any time prior to the Maturity Date into common shares in the capital of the Corporation (each, a "Common Share") at a conversion price of $0.05 per Common Share during the first year of the term of the Convertible Debentures and at a conversion price of $0.10 per Common Share during the second year of the term of the Convertible Debentures.

Subject to the receipt of the approval of the TSX Venture Exchange (the "Exchange"), interest may be satisfied, at the option of the Corporation, in whole or in part by way the issuance of Common Shares from time to time. The price of such Common Shares issued to pay accrued interest on the Convertible Debentures will be at the greater of $0.05 and the market price of the Common Shares at the time of settlement.

The Corporation will have the right to redeem all or part of the Convertible Debentures at any time prior to the Maturity Date at a cash redemption price equal to the outstanding principal amount plus any accrued and unpaid interest plus a redemption fee equal to 10% of the principal amount then outstanding.

The Corporation has secured a lead commitment from its controlling shareholder, China Gold Pte. Ltd. ("China Gold"). Prior to giving effect to the Offering, China Gold holds 55,429,908 Common Shares, representing approximately 49.9% of the 111,010,798 Common Shares currently issued and outstanding. Pursuant to the commitment, China Gold has agreed to purchase a minimum of $1,248,000 in Convertible Debentures which, together with existing Common Shares held by China Gold, would result in China Gold maintaining approximately 49.9% of the issued and outstanding Common Shares assuming the Offering is fully subscribed and all Convertible Debentures are converted to Common Shares, and assuming on a partially diluted basis that no other Common Shares are issued. In addition, China Gold holds a convertible debenture issued December 16, 2013 in the amount of $1,248,000 which has the same terms as the Convertible Debentures (the "December 2013 Debenture") which if converted into Common Shares in the first year of issue would result in China Gold holding approximately 59.1% of the Common Shares on a partially diluted basis assuming that no other Common Shares are issued. In the event that both the December 2013 Debenture is converted and the Offering is fully subscribed and all Convertible Debentures are converted in the first year of issue, China Gold would hold approximately 56.6% of the Common Shares on a partially diluted basis assuming that no other Common Shares are issued (or 65.5% if China Gold was the only subscriber to the Offering and was issued $1,248,000 in Convertible Debentures). The remaining $1,252,000 in Convertible Debentures (the "Offered Debentures") will be made available for purchase by existing shareholders of the Corporation who are "accredited investors" (as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions) or who are otherwise eligible to purchase the Offered Debentures pursuant to applicable securities laws. Other eligible investors may be permitted to subscribe at the discretion of the Corporation.

The China Gold Subscription Agreement is a "related-party transaction" pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation is exempt from the formal valuation requirements contained in MI 61-101 pursuant to Section 5.5(b) as no securities of the Corporation are listed on a specified market as described in MI 61-101. The Corporation is exempt from the minority approval requirements contained in MI 61-101 pursuant to Section 5.7(b) as the fair market value of the securities distributed under the Offering does not exceed $2,500,000. The Offering was unanimously approved by all independent directors eligible to vote on it in accordance with MI 61-101.

The proceeds from the Offering will be used for exploration activities in China as well as general and administrative expenses and for general working capital purposes.

The Offering is anticipated to close on or about the week of March 31, 2014 and is subject to certain terms and conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Exchange.

All securities issued pursuant to the Offering will be subject to a four month hold period from the date of closing of the Offering.

About Asia Now Resources:

Asia Now Resources Corp. is a mineral exploration company active in China since 2002. Current projects include gold, silver, copper and lead at two major projects in China. ANR currently holds an indirect 72% interest in the Beiya North Property (which can be increased to 90%). The Beiya North Property consists of a joint venture with Yunnan Non-Ferrous Resources Group Company Limited. ANR is currently earning a 55.4% indirect interest in the Habo South Property (which can be increased to 88%) in a second joint venture with Yunnan Gold Mining Group Corporation Limited. For more information, please visit www.asianow.ca.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

This news release contains certain forward-looking statements. We have tried, whenever possible, to identify these forward-looking statements using words such as "anticipates", "believes", "estimates", "expects", "plans", "intends", "potential", "may" and other similar expressions. These statements reflect our current belief and are based upon currently available information. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause ANR's actual results, performance or achievements to differ materially from those expressed in or implied by such statements. We undertake no obligation to update or advise in the event of any change, addition or alteration to the information contained in this news release including such forward-looking statements, unless otherwise required under applicable law.

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