Asia Now Resources Corp.
TSX VENTURE : NOW

Asia Now Resources Corp.

June 18, 2015 15:38 ET

Asia Now Resources Corp. - Proposed Going Private Transaction Not Approved by Minority Shareholders

TORONTO, ONTARIO--(Marketwired - June 18, 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 at the special meeting of shareholders of Asia Now held today (the "Meeting"), the special resolution in respect of the Company's previously announced going private transaction by way of statutory plan of arrangement (the "Arrangement") was not approved by the requisite shareholder approval.

Although the special resolution regarding the Arrangement was approved by at least two-thirds of the votes cast by shareholders of the Company, the special resolution also required approval by a simple majority of the votes cast 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 of the Company owned or controlled by China Gold Pte. Ltd. ("China Gold"), representing 52.22% of the issued and outstanding common shares, were excluded from such disinterested shareholder voting. The disinterested shareholders did not approve the special resolution regarding the Arrangement and therefore rejected the Arrangement.

Further to the press release on June 9, 2015, the Company also notes that the secured loan agreement between the Company and China Gold (the "Secured Loan") remains outstanding. As stated in that press release, 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. As the Company does not have sufficient funds available to repay the amounts owing under the Secured Loan, it is currently exploring other alternatives which may involve a compromise with creditors. In addition to the Secured Loan, 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.

In addition, there will be certain officer and director changes within Asia Now which the Company will announce in a future press release.

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 and Corporate Secretary
    (416) 364-7281
    www.asianow.ca