Asian Resource Global Strategies Inc.
TSX VENTURE : GSI.P

May 15, 2009 15:32 ET

Asian Resource Global Strategies Inc. Announces Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - May 15, 2009) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Asian Resource Global Strategies Inc. ("Asian Resource") (TSX VENTURE:GSI.P), a capital pool company, announces today that it has entered into a binding Merger Agreement dated as of May 18, 2009 with Nesscap, Inc. ("Nesscap"), a Delaware company, pursuant to which a wholly-owned Delaware subsidiary of Asian Resource will merge with Nesscap. As consideration for the merger the shareholders of Nesscap will receive shares of Asian Resource (the "Proposed Transaction").

The Proposed Transaction is expected to constitute Asian Resource's Qualifying Transaction as defined in Policy 2.4 of the TSX Venture Exchange Inc. ("TSXV") and is subject to compliance with all necessary regulatory approvals and certain other terms and conditions, including but not limited to, TSXV acceptance. The Proposed Transaction will not be completed unless the required Nesscap shareholders approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the long-form prospectus to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the TSXV.

Trading in the Asian Resource shares has been halted pending the completion of certain due diligence investigations by the TSXV. There can be no assurance that trading in the Asian Resource shares will resume prior to the completion or termination of the Proposed Transaction.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The TSX Venture Exchange Inc. does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Asian Resource Global Strategies Inc.
    Allan Lam
    President and Chief Executive Officer
    416 824-8800