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

November 11, 2010 09:50 ET

Asian Resource Global Strategies Inc. Provides Update on Qualifying Transaction With Nesscap, Inc.

TORONTO, ONTARIO--(Marketwire - Nov. 11, 2010) -

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Asian Resource Global Strategies Inc. ("Asian Resource" or the "Company") (TSX VENTURE:GSI.P), a capital pool company, is pleased to provide an update with regard to its proposed Qualifying Transaction with Nesscap, Inc. The Amended and Restated Merger Agreement with Nesscap, Inc. ("Nesscap") dated September 10, 2009, as further amended (the "Merger Agreement"), to complete an arm's length qualifying transaction (the "Proposed Transaction") with the shareholders of Nesscap in accordance with the policies of the TSX Venture Exchange ("TSXV") has been extended to November 30, 2010. Under the Proposed Transaction, Asian Resource will acquire, all of the issued and outstanding securities of Nesscap, such that Nesscap will become a wholly-owned subsidiary of the Company. The Amended and Restated Merger Agreement is available on SEDAR at www.sedar.com.

About the Proposed Transaction

Subject to any regulatory, shareholder, director or other approvals that may be required and other conditions contained in the Merger Agreement, the Proposed Transaction will proceed by way of a reverse take-over transaction which will be effected by way of a share exchange (the "Share Exchange") and merger under the corporate law of the State of Delaware (the "Merger"). Pursuant to the Merger, a wholly-owned subsidiary of the Company to be incorporated under the laws of the State of Delaware, and Nesscap, will merge and continue as one corporation. Purchase to the Share Exchange, the holders of Class A Common Stock and Class B Common Stock of Nesscap (collectively, the "Nesscap Common Stock") will receive 82.0598 common shares of Asian Resource for each one (1) share of Nesscap Common Stock held and the holders of Series 1 Preferred Stock of Nesscap (the "Nesscap Preferred Stock") will receive 82.0598 preferred shares of Asian Resource for each one (1) share of Nesscap Preferred Stock held.

Immediately after the completion of the Proposed Transaction, on a non-diluted basis, the pre-Share Exchange shareholders of Asian Resource will own 3,481,329 Asian Resource common shares, the shareholders of Nesscap will own 125,061,107 (or 97.2%) Asian Resource common shares and 18,304,341 (or 100%) Asian Resource preferred shares, and the resulting issuer will own 100% of the issued and outstanding common shares of Nesscap. The Asian Resource common shares and the Asian Resource preferred shares will be subject to the escrow requirements of the TSXV.

Upon completion of the Proposed Transaction, the Company will continue to carry on the business of Nesscap as currently constituted. Upon completion of the Proposed Transaction, it is expected that the resulting issuer will be a Tier 2 Issuer.

The Company and Nesscap are continuing to work with staff at the TSXV and the Ontario Securities Commission to finalize the non-offering prospectus required pursuant to the policies of the TSXV in connection with the Proposed Transaction.

Sponsorship

The Company and Nesscap have engaged Canaccord Genuity Corp. as sponsor in connection with the Proposed Transaction. It is expected that, in due course, the sponsor will deliver its acknowledgment of sponsorship to the TSXV with completion and submission of a Sponsorship Acknowledgment Form in accordance with the policies of the TSXV to follow.

Completion of the Proposed Transaction is subject to the satisfaction of a number of conditions, including, but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder 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 transaction, any information released or received with respect to the 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.

Forward-Looking Statements

This press release contains forward-looking statements relating to the proposal to complete the Proposed Transaction and associated Transactions, including statements regarding the terms and conditions of the Merger. Readers are cautioned to not place undue reliance on forward-looking statements. Forward-looking statements are based on certain key assumptions made by the Company, including assumptions regarding the ultimate terms of the Proposed Transaction, the satisfaction of conditions to the completion of the Proposed Transaction and the Merger and the receipt of all regulatory and stock exchange approvals. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Transaction and associated transactions, that the ultimate terms of the associated transactions will differ from those that currently are contemplated, and that the Proposed Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The forward-looking statements in this press release are made as of the date of this release and the Company undertakes no obligation to update publicly or revise any forward-looking statements whether as a result of new information or otherwise, except as required by applicable securities laws. 

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. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Proposed Transaction and associated transaction and neither the foregoing entities has in any way approved or disapproved of the contents of this press release.

Contact Information

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