2463272 Ontario Inc.

December 23, 2015 10:56 ET

Asia Now Resources Corp. Auction Process Closes Excluding Bid by Representatives of Minority Shareholders

TORONTO, ONTARIO--(Marketwired - Dec. 23, 2015) - 2463272 Ontario Inc. (the representatives of minority shareholders, "BidCo") would like to announce that it is disappointed with the results of an auction process in the receivership of Asia Now Resources Corp. (TSX VENTURE:NOW) ("Asia Now"). That auction process is expected to receive final court approval on December 23, 2015 despite the efforts of Bidco to extend the process and achieve a superior result for all shareholders.


On April 23, 2015, Asia Now and China Gold Pte. Ltd. ("China Gold"), a wholly owned subsidiary of Lippo Limited, entered into an arrangement agreement with respect to a going private transaction for Asia Now. Pursuant to that agreement, China Gold made an offer to purchase all of the common shares of Asia Now that it did not already own for $0.02 per common share in cash. China Gold also agreed to provide a secured credit facility (the "Credit Facility") to Asia Now in the amount of $1,075,735 to fund current working capital and transaction-related expenses of Asia Now. The credit facility was secured by general security agreements of Asia Now and its subsidiary Asia Now Resources Limited ("ANRL"), as well as a guarantee by ANRL.

On June 18, 2015, the majority shareholder of Asia Now, China Gold Pte. Ltd. ("China Gold"), a wholly owned subsidiary of Lippo Limited, called a special meeting of the company's shareholders and attempted to take the company private by squeezing out for nominal consideration the minority shareholders. At that meeting, the minority shareholders strongly defeated China Gold's attempts to take Asia Now private. After that meeting, Bidco attempted to engage China Gold in discussions to provide alternatives for the development of Asia Now's projects, but was rejected by China Gold.

On August 14, 2015, China Gold made an application to the Ontario Superior Court of Justice and caused Asia Now to appoint a receiver and commence an expensive sales process for its assets.

In the weeks leading up to the auction, Bidco made several arguments to the receiver and its counsel that the auction process was skewed heavily in favour of China Gold and presented China Gold with unfair advantages in the auction process, all the while attempting to comply with the auction rules. For example, on December 8, 2015 at 11:39 p.m. in the evening, with just over 8 hours before the auction was to commence, Bidco was provided with and asked to accept further changes to the auction rules that benefited China Gold's ability to participate in the auction process.

On December 9, 2015, an auction process conducted by the receiver for Asia Now had only two participants: the majority shareholder (China Gold) and the representative of minority shareholders (Bidco). The auction was several hours long as Bidco fought to have the auction proceed on a fair basis. The auction was brought to a close by the receiver with China Gold being accepted as the highest bidder to purchase the assets of Asia Now after the receiver refused to allow BidCo's request for a 4 (four) hour adjournment to provide additional confirmation of financing for an increased bid. Bidco did provide confirmation of financing support, but was told it was unacceptable to the receiver.

Despite the auction process being formally closed, the next day Bidco delivered a significantly increased offer to the receiver along with detailed confirmation of financing in an effort to provide the shareholders of Asia Now with a further alternative. To date, Bidco has not received a response from the receiver as to why its superior offer was not accepted.

BidCo strongly believes its business plan for the projects owned by Asia Now is superior to China Gold's and presented a fairer outcome for the shareholders of the company. Bidco is disappointed that the receiver did not consider this factor during the auction process. Bidco was committed to achieving a successful outcome for the minority shareholders of Asia Now, and pursued that objective until the conclusion of this auction.

History of Asia Now's Recent Events

BidCo made its bids 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 background to the press release announcing the going private transaction discussed above, 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.

"In connection with the Transaction, China Gold has also agreed to provide a secured credit facility (the "Credit Facility") to Asia Now in the amount of $1,075,735 to fund current working capital and Transaction-related expenses of Asia Now. The Credit Facility is secured by general security agreements of Asia Now and its subsidiary Asia Now Resources Limited ("ANRL"), as well as a guarantee by ANRL.

"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."

As noted above, 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 remained committed to working with China Gold to agree on an arrangement that would allow BidCo to work with Asia Now to provide financial stability, industry experience and access to capital that Asia Now required to continue its proposed activities. However, such efforts were unsuccessful.

Asia Now's CEO subsequently resigned and Bidco continued to attempt to communicate with Asia Now's Special Committee. On August 13, 2015, the TSX halt the trading of Asia Now shares. On August 14, China Gold appointed a Receiver, and two Canadian directors and the CFO of Asia Now resigned. On October 2nd, 2015, the Receiver for Asia Now put out a news release for auction of Asia Now's assets.

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.

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