Asia Now Resources Corp.
TSX VENTURE : NOW

Asia Now Resources Corp.

August 04, 2015 09:07 ET

Asia Now Resources Corp. Receives Notice of Secured Loan Default

TORONTO, ONTARIO--(Marketwired - Aug. 4, 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 China Gold Pte. Ltd. ("China Gold") has provided Asia Now with notice of default dated July 31, 2015 (the "Notice") on its secured loan for failure to repay the aggregate amount outstanding of such loan which China Gold indicates is in the amount $1,068,544.35 (the "Secured Loan"). China Gold has further indicated its intention to enforce its security in Asia Now and that it will be seeking to appoint a receiver after the expiry of the statutory 10 day period after the Notice was sent, unless Asia Now consents to an earlier enforcement. Asia Now has no intention of providing such consent and is currently considering its options.

As previously reported on June 18, 2015, at the special meeting of shareholders of Asia Now held that day, the special resolution in respect of a proposed going private transaction by way of statutory plan of arrangement initiated by China Gold (the "Arrangement") was not approved by the requisite shareholder approval. The Arrangement would have resulted in China Gold purchasing all the shares of Asia Now it did not already own and would have provided minority shareholders with $0.02 cash for each Asia Now share held.

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, 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.

The Company was clear in its press release of June 9, 2015 and again on June 18, 2015 that the Secured Loan was in place and remained outstanding, and that voting against the Arrangement would most likely result in a default on the Secured Loan and China Gold enforcing its security, as the Company would not have sufficient funds available to repay the amounts owing under the Secured Loan. Nonetheless, the Arrangement was not approved by the requisite disinterested shareholder vote. As stated in the June 18, 2015 press release, because the Arrangement was not approved, the principal amount outstanding plus accrued interest and other related costs will become due. As the Company did not have sufficient funds available to repay the amounts owing under the Secured Loan, it sought to explore other alternatives which may have involved a compromise with creditors. The Company is currently considering available options now that this Notice has been served, which options are limited due to the fact that Asia Now does not have sufficient cash at its disposal.

In addition to the Secured Loan, China Gold also 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.

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.

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
    info@asianow.ca