Asia Now Resources Corp.
TSX VENTURE : NOW

Asia Now Resources Corp.

April 23, 2015 13:15 ET

Asia Now Resources Corp. and China Gold Pte. Ltd. Announce Proposed Going Private Transaction

TORONTO, ONTARIO--(Marketwired - April 23, 2015) -

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

Asia Now Resources Corp. (TSX VENTURE:NOW) ("Asia Now" or the "Company") and China Gold Pte. Ltd. ("China Gold") announced today that they 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. China Gold currently owns or controls 60,735,104 Common Shares representing approximately 52.22% of the issued and outstanding Common Shares (85,695,104 Common Shares representing 60.66% assuming conversion of the Company's senior unsecured debentures held by China Gold).

The $0.02 price per Common Share offered by China Gold represents a 100% premium to the volume weighted average trading price of the Common Shares in the 30 trading days prior to April 23, 2015 ($0.01).

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.

Following the completion of the Transaction, Asia Now will be wholly-owned by China Gold and will apply to have the Common Shares delisted from the TSX Venture Exchange (the "TSXV") and it will also apply to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it is currently a reporting issuer.

The Transaction was considered by an independent special committee of the board of directors of Asia Now composed of James Macintosh and Elliott Jacobson (the "Special Committee"). The Special Committee engaged Mackie Research Capital Corporation ("MRCC") to prepare a fairness opinion with respect to the Transaction (the "Fairness Opinion"). Subject to the qualifications, restrictions and assumptions set forth in the Fairness Opinion, in the opinion of MRCC, as at April 23, 2015, the terms of the Transaction are fair, from a financial point of view, to the minority shareholders of the Company (the "Minority Shareholders").

After consideration of all of the circumstances, the Special Committee 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"). Completion of the Transaction is subject, among other things, customary conditions, including approval by way of a special resolution of at least two-thirds of the votes cast by shareholders of the Company in person or by proxy at the Meeting. The Transaction is also subject to approval by a simple majority of the votes cast in person or by proxy at the Meeting by disinterested shareholders of the Company, excluding certain votes outlined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Common Shares owned or controlled by China Gold, representing 52.22% of the issued and outstanding Common Shares, will be excluded from such disinterested shareholder voting. Details of the Transaction will be included in a management information circular which the Company intends to send to shareholders in connection with the Meeting.

The Transaction is subject to acceptance for filing by the TSXV. There is no assurance that the proposed Transaction will be approved by shareholders, or if approved, completed.

About Asia Now:

Asia Now is a mineral exploration company active in China since 2002. Current projects include gold, silver, copper and lead at two major projects in China. Asia Now 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. Asia Now is currently earning a 60.12% 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 Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this new 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 Asia Now'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.

Contact Information

  • Asia Now Resources Corp.
    Julio DiGirolamo
    Chief Financial Officer & Corporate Secretary
    (416) 364-7281

    Alex Au
    China Gold Pte. Ltd.
    19 Keppel Road, #03-05
    Jit Poh Building
    Singapore, 089058
    (852) 2867 6888