Asia Now Resources Corp.
TSX VENTURE : NOW

Asia Now Resources Corp.

June 09, 2015 08:15 ET

Asia Now Resources Corp.-Management Reminder to Vote for Proposed Going Private Transaction With China Gold Pte. Ltd.

TORONTO, ONTARIO--(Marketwired - June 9, 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") announces that it has sent a reminder letter to shareholders to vote at the upcoming special meeting of shareholders of the Company to be held on Thursday June 18, 2015 (the "Meeting"). The purpose of the Meeting is to ask shareholders to approve an arrangement with China Gold Pte. Ltd. ("China Gold") with respect to a going private transaction (the "Arrangement") for the Company pursuant to an arrangement agreement (the "Agreement") announced on April 23, 2015.

Under the terms of the Agreement, China Gold 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).

As noted in the reminder letter which has been mailed to shareholders and filed on SEDAR, the board of Asia Now made the recommendation to shareholders to vote FOR the Arrangement after considering the recommendation of the special committee and the fairness opinion of Mackie Research Capital Corporation among other things. In making the recommendation, the board considered that the stock has been illiquid.

The Common Shares are very thinly traded, making it difficult or impossible for shareholders to sell efficiently through the facilities of the TSX Venture Exchange. In addition, the offer for the Common Shares is a 100% Premium: The price at which the Common Shares will be paid out in cash ($0.02 per Common Share) represents 100% premium to the volume weighted average trading price of the Common Shares in the 30 trading days prior to April 23, 2015.

The board wishes to remind shareholders with respect to the secured loan agreement between the Company and China Gold (the "Secured Loan"). If the Arrangement is not approved, the principal amount outstanding of up to $1,075,735 under the Secured Loan plus accrued interest and other related costs will become due. 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. Shareholders will be unlikely to receive any proceeds for their Common Shares if the assets of the Company are liquidated under bankruptcy proceedings as creditors will have priority over shareholders in such proceedings. In addition to the Secured Loans, China Gold holds two convertible debentures of the Company issued in connection with loans on December 16, 2013 and April 9, 2014, each in the principal amount of $1,248,000, representing an aggregate principal amount of $2,496,000.

Shareholders are encouraged to review the Management Information Circular for full details of the proposed Arrangement and consider the alternative and take the time to vote. This press release should be read in conjunction with the Management Information Circular which can be viewed on SEDAR at www.sedar.com or by contacting the proxy solicitor, Shorecrest Group. If the required approval is not received at the Meeting, the Arrangement will not be proceed and the future of Asia Now will be uncertain.

Shareholders are requested to follow the instructions on the proxy or voting instruction form that accompanied the Management Information Circular and vote their Common Shares in sufficient time for your vote to be received by the meeting tabulator, Equity Financial Trust Company before the voting deadline of 5:00 p.m. (Toronto time) on Tuesday June 16, 2015. Shareholders are encouraged to vote online at the websites designated on the proxy or voting instruction form provided or where permitted by telephone or fax. Shareholders that need assistance in voting or have any questions should contact the Company's proxy solicitation agent, Shorecrest Group Ltd., North America toll-free at 1-888-637-5789; Banks and Brokers and collect calls outside North America at 1-647-931-7454; or via email at: contact@shorecrestgroup.com.

The Arrangement is subject to acceptance for filing by the TSXV. There is no assurance that the proposed Arrangement 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.

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