CanAsia Financial Inc.
TSX VENTURE : CNA

May 20, 2009 15:10 ET

CanAsia Financial Inc. Announces Proposed Qualifying Transaction With Classet Holdings Inc.

CALGARY, ALBERTA--(Marketwire - May 20, 2009) - CanAsia Financial Inc. (the "Company" or "CanAsia") (TSX VENTURE:CNA) is pleased to announce that it has entered in an arm's length agreement in principle dated May 12, 2009 (the "Agreement in Principle") with Classet Holdings Inc., a corporation incorporated under the laws of the British Virgin Islands ("Classet Holdings") to purchase all of the issued and outstanding securities of its wholly owned subsidiary Classet Co. Ltd ("Classet Co.").

Summary of Proposed Qualifying Transaction

Under the terms of the Agreement in Principle, the Company has agreed to acquire Classet Co. (the "Transaction") from Classet Holdings for consideration (the "Purchase Price") of: (i) a CDN$25,000 deposit; (ii) 10 million common shares (the "Common Shares") of the Company at a deemed price of $0.10 per Common Share; (iii) 23 million redeemable convertible preferred shares of the Company (the "Preferred Shares"); and (iv) a redeemable debenture with in the principal amount of $450,000 carrying a term of five years at an interest rate equal to 4% per annum (the "Debenture"). The Transaction, including the Purchase Price, was negotiated at arm's length.

Each Preferred Share is convertible into a Common Share of the Company at any time after November 12, 2010 at a price per Common Share of CDN$0.10, subject to the Company meeting the Exchange's public distribution requirements. Each Preferred Share is also redeemable by the Company at a price per Common Share of CDN$0.10 for a period of five years commencing on the Closing Date (as defined below).

It is intended that the Transaction will be the Company's "Qualifying Transaction" in accordance with the TSX Venture Exchange (the "Exchange"). The Transaction is arm's length. Closing of the Transaction is expected to take place on or before November 12, 2009 (the "Closing Date"). Upon completion of the Transaction, CanAsia will be the "Resulting Issuer" operating in the technology section and the operations of Classet Co. will be the Company's main business. Completion of the Transaction is subject to, among other things, the following conditions precedent:

1. completion of due diligence by the Company;

2. completion of the definitive Transaction documents;

3. receipt of shareholder approval of the Company, if required; and

4. acceptance by the Exchange.

About Classet Co.

Summary of Business

Classet Co. is located in Seoul, South Korea and was incorporated under the laws of South Korea on March 27, 2006. Classet Co. engages in designing, manufacturing and distributing mobile broadcast receivers (digital) all-in-one CPU boards, digital mobile TVs, portable media players, high-definition set-top boxes, personal navigation assistants, multimedia codecs, USB applications and middleware. Currently sales of Classet Co.'s products and solutions are primarily in Asia including Korea, Japan, China and Taiwan, however, Classet Co. has appointed representatives and distributors worldwide.

The engineers at Classet Co. have developed core technologies for designing radio frequency demodulation integrated circuits to receive digital broadcasting signals, which include technologies for: (i) radio frequency application; (ii) designing software platforms based on various operating systems; and (iii) multimedia codec. Accordingly, Classet Co. has applied for patents concerning the following technologies: (i) input machining circuit for dual band antennas; (ii) antenna for portable TV receivers; and (iii) antenna for portable digital TV receivers.

Classet Co. currently employs 30 persons of which 14 are engineers, including 5 engineers with Ph.D. or M.Eng. degrees and 9 engineers with bachelor engineering degrees; 6 of the engineers specialize in hardware and 8 of the engineers specialize in software.

Directors, Officers and Engineers of Classet Co.

Upon completion of the Transaction, it is expected that senior management of Classet Co. will remain intact. The backgrounds of the directors and key officers of Classet Co. are as follows:

Martin Kim resides in South Korea and is the President, Chief Executive Officer and a Director of Classet Co. Mr. Kim has a Bachelor of Engineering in Electronic Engineering from Kwangwoon University. He is a former executive of Samsung of South Korea and Wavecom of France. Mr. Kim has over 16 years of marketing and engineering experience in the ICT industry worldwide.

Milltern Kim resides in Seoul, Korea and is the Vice President, Chief Technology Officer and a Director of Classet Co. Mr. Kim is a former executive of Samsung of Korea and Phillips Semiconductor. Mr. Kim has over 23 years of experience in RF application engineering and project management.

Financial Highlights of Classet Co. Audited Financial Statements

The audit was conducted under Canadian GAAP. For ease of reference, management of Classet Co. has converted the audited financial highlights from the Korean Won into Canadian Dollars.



(In $CDN) 2006 2007 2008
Revenues 31,677 3,910,505 2,800,390
Expenses 357,443 863,841 1,049,676
EBITDA -323,518 518,113 285,629
Pre-Tax Income -325,466 469,721 129,864
Net Income -325,650 461,830 129,864
Current Assets 153,949 791,785 1,491,604
Long-term Assets 57,795 820,029 959,892
Total Assets 211,744 1,611,815 2,451,496
Current Liabilities 461,868 842,774 1,504,088
Long-term Liabilities 12,812 53,383 164,413
Total Liabilities 474,681 896,157 1,668,501
Net Assets /
Shareholder Equity -262,936 715,657 782,995

NOTE:
Exchange Rate: CDN$1.00 = 797.277KRW 946.97KRW 1037.626KRW




Proposed Directors of CanAsia

Upon completion of the Transaction, it is expected that the board of directors of CanAsia will be comprised of James G. Louie, Barry Pearson, Donald Snyder, Jay Leung and Martin Kim. The backgrounds of these individuals are as follows:

James G. Louie of Calgary, Alberta is the President of Dynamax Engineering Ltd., a company that offers oil and gas engineering services, a role he has held since 1976. He is a Director of Torch River Resources Ltd. (TSXV) and previously Tael Capital Inc. (TSXV), a capital pool company, from July 1999 until its amalgamation with Torch River Resources Ltd. in April 2004. Mr. Louie obtained a P.Eng certification from the Association of Professional Engineers, Geologists, and Geoscientists of Alberta in May 1971 and a P.Eng certification from the Association of Professional Engineers and Geoscientists of B.C. in August 1998. Mr. Louie was granted a Bachelor of Science Degree in Chemical Engineering from the University of Calgary in May 1969 and obtained a graduate diploma from the University of Calgary in November 1978.

Barry Pearson of Calgary, Alberta is the President of Original Approach Inc., a firm offering consulting services to small and large corporations. He is also the Chief Financial Officer, General Manager and Secretary of the Board of Torch River Resources Ltd. (TSXV). Mr. Pearson is a Director of Military International Limited (NEX). From 1989 to 1996 Mr. Pearson worked as a financial controller at Medis Health & Pharmaceuticals, subsequently renamed McKesson Corporation. Prior thereto Mr. Pearson was the Internal Audit Manager of Provigo Inc.'s Western Canada and Western US operations. Mr. Pearson is a Certified Management Accountant, a designation he received in 1977.

Donald Snyder of Calgary, Alberta is currently the Chairman and a Director of Torch River Resources Ltd. (TSXV), a position he has held since April 2003. He held a Director position in BXL Energy Ltd. (TSX), from June 1996 until May 2001. Mr. Snyder has been chairman of Brymore Energy Ltd. since its inception in 1986. Brymore Energy Ltd. was an energy marketer that carried on the business of buying, transporting and selling natural gas, crude oil and sulphur to customers throughout Canada and the United States. Brymore ceased active operations in 1997. In June 1963 Mr. Snyder received a P.Eng certification from the Association of Professional Engineers, Geologists, and Geoscientists of Alberta. Mr. Snyder attended the University of Alberta where he was granted a Bachelor of Science Degree in Civil Engineering in May 1961.

Jay Leung resides in Kowloon Hong Kong where he is the president of IMC Capital Corporation, a private investment management company specializing in direct and secondary equity investment in Asia. Prior to this, Mr. Leung was a Senior Partner at Inter-Asia Venture Management Ltd. from September 1999 to June 2003. Mr. Leung was the founding President and Director of Tael Capital Inc. (TSXV), a position he held from July 1999 until December 2001. From September 1994 to June 2000 Mr. Leung was the President of Imperial Mercantile Corporations, an advisory company specializing in trade and investment in Asia. Mr. Leung was an Executive at Richardson Greenshields of Canada Limited from August 1985 to January 1990. Mr. Leung holds a Bachelor of Business Management with a major in Marketing and a Bachelor of Arts in Economics, both granted from the University of Lethbridge in August 1983.

Martin Kim resides in South Korea and is the President, Chief Executive Officer and a Director of Classet Co. Mr. Kim has a Bachelor of Engineering in Electronic Engineering from Kwangwoon University. He is a former executive of Samsung of South Korea and Wavecom of France. Mr. Kim has over 16 years of marketing and engineering experience in the ICT industry worldwide.

Milltern Kim resides in Seoul, Korea and is the Vice President, Chief Technology Officer and a Director of Classet Co. Mr. Kim is a former executive of Samsung of Korea and Phillips Semiconductor. Mr. Kim has over 23 years of experience in RF application engineering and project management.

Insider of Classet Holdings

Martin Kim of South Korea owns 100% of the issued and outstanding shares of Classet Holdings. Classet Holdings owns 100,000 shares, representing 100% of the issued and outstanding shares, of Classet Co.

Sponsorship

Sponsorship of the Qualifying Transaction of a capital pool company ("CPC") is required by the Exchange for a foreign transaction such as the Transaction. The Company has engaged Leede Financial Markets Inc. as its sponsor for the Transaction.

About CanAsia Financial Inc.

The Company is a CPC within the meaning of the policies of the Exchange. The Company commenced operations when it completed its initial public offering; however it currently has no assets other than cash. Since the date of listing of the Company's shares on the Exchange, the Company has identified and evaluated several businesses and assets with a view to completing a "Qualifying Transaction" under the Exchange's CPC policies. Trading of the shares of the Company on the Exchange is currently halted and will remain halted until the Exchange receives and accepts the required filing documents from the Company. Further information regarding Classet Holdings, Classet Co. and the terms of the Transaction are required to be disclosed in a subsequent news release. Such news release will be issued in due course.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement 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.

The TSX Venture Exchange Inc. 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • CanAsia Financial Inc.
    James G. Louie
    President and Chief Executive Officer
    (403) 870-7383
    (403) 242-7479 (FAX)
    or
    CanAsia Financial Inc.
    243 Sienna Hills Drive S.W.
    Calgary, Alberta
    T3H 2Y8