CanAsia Financial Inc.
TSX VENTURE : CNA

CanAsia Financial Inc.

October 09, 2013 09:00 ET

CanAsia Signs Letter of Intent to Acquire Global Neuro Technologies Inc.

CALGARY, ALBERTA--(Marketwired - Oct. 9, 2013) - CanAsia Financial Inc. ("CanAsia" or the "Company") (TSX VENTURE:CNA) is pleased to announce that it has signed an arms-length non-binding letter of intent dated October 3, 2013 (the "LOI") with Global Neuro Technologies Inc. ("GNT"), a private company incorporated under the laws of the British Virgin Islands, whereby the Company will acquire all of the outstanding shares of GNT by issuing to the shareholders of GNT a total of 714,285,714 units of CanAsia (the "Units") at a deemed value of $0.07 per Unit for an aggregate consideration of CDN$50 million (the "Proposed Acquisition"). The Units will be comprised of one (1) non-voting series D preferred share of CanAsia ("Preferred Share") and one-half (1/2) of one share purchase warrant of CanAsia ("Warrant"). Subject to the conditions noted below, each Preferred Share may be converted by the holder thereof into one common share of CanAsia ("Common Share") at no additional cost to the holder for a period of five (5) years from the date of issuance. Each whole Warrant entitles the holder thereof to purchase one Common Share at a price of $0.14 per share expiring five (5) years from the date of issuance.

The Company currently has 66,664,000 Common Shares issued and outstanding on an undiluted basis (119,689,000 Common Shares on a fully diluted basis). The Proposed Acquisition is a reverse takeover and change of business pursuant to the rules of the TSX Venture Exchange Inc. ("Exchange"). No directors and/or officers of the Company owns any of the outstanding voting securities of GNT.

Pursuant to the LOI and subject to the approval of the Exchange, CanAsia will pay to GNT a deposit of $500,000 (the "Deposit"). GNT, together with GNT Pharma Co. Ltd. ("GNTP") (a South Korean company), AmKor Pharma Co. Ltd. (a Delaware company) ("AmKor"), GNT Holdings Co. Ltd. (a South Korean company) ("GNTH"), the parent company of GNTP, AmKor, and the GNT group of companies (together the "GNT Group"), and Dr. Byoung Joo Gwag, have provided an undertaking to refund the Deposit if the Proposed Acquisition is not completed by June 30, 2014. If Exchange approval of the Deposit is not obtained within 10 business days of the date of acceptance of the LOI, the terms and conditions of the LOI shall terminate. The Deposit will be fully refundable to CanAsia if the Proposed Acquisition cannot be completed on or before June 30, 2014 or GNT terminates the Proposed Acquisition at any time.

The GNT Group is engaged in the business of drug research and discovery. Founded in 1998 with a team of 88 neurologists and research fellows and US$90 million in financing, GNTP's objective was to develop safe and efficacious drugs for mankind. It has since discovered unique drug candidates Neu2000 and others for central nervous system ("CNS") diseases as well as non-CNS diseases.

According to the World Stroke Organization, every six seconds someone will die from a stroke. Strokes claim the lives of nearly six million people each year. Management of GNT is not aware of any existing U.S. Food and Drug Administration ("FDA") drug candidates known for treatment of the disease without serious adverse effects.

Neu2000 is a multimodal drug candidate for strokes. It protects brain cells by blocking both glutamate and free radial toxicity, two major routes of brain cell death after a stroke. GNT Group's scientists discovered chemical structures essential for such neuroprotective effects and selected Neu2000 as a drug candidate for strokes based upon safety and efficacy.

Neu2000 has advanced into clinical stage in the United States of America, South Korea and China. Approximately US$50 million and 15 years of research had been invested in the development of Neu2000 to date. It has received FDA approval for safety in humans. Neu2000 has been licensed to third parties in Korea and China. Global expansion is planned in 2014 or 2015.

Currently, Jay Leung is the sole shareholder of GNT which holds the rights to the Neu2000 patents for strokes ("Patents"). He is also a founder and significant shareholder of GNTH, the parent company of GNTP which owns and controls AmKor. The ownership of the Patents will be transferred to GNT concurrently or prior to the completion of the Proposed Acquisition, at which time the Company is expected to be the sole shareholder of GNT. The Preferred Shares and Warrants issued pursuant to the Proposed Acquisition will be distributed to the GNT Group.

The business of the Company will be the business of GNT if the Proposed Acquisition is completed. It is expected upon completion of the Proposed Acquisition, the Company will be a Life Sciences Issuer.

The completion of the Proposed Acquisition is subject to the following conditions:

  1. The Company will complete a debt or equity financing for a minimum CDN$3,500,000 (the "Financing") prior to or concurrent with the closing of the Proposed Acquisition. The net proceeds from the Financing will be used for additional research and development of the Neu2000 for stroke indication ("R&D Proceeds");

  2. Each Preferred Share is convertible into one Common Share only if:

    1. GNT completes the Proof of Concept Study for Efficacy in humans in drug development of Neu2000 drug candidate for strokes; and

    2. GNT enters into licenses of Neu2000 for revenue on or before 36 months from the date that GNT receives the R&D Proceeds (the satisfaction of paragraphs 2(a) and (b) shall be referred to as a "Success");

  3. CanAsia may, in its discretion, cancel all of the issued and outstanding Preferred Shares if GNT fails to reach Success. Upon the cancellation of Preferred Shares, CanAsia will return all of the rights and Patents to GNTH or its designated party at no cost; and

  4. Concurrent or prior to the closing of the Proposed Acquisition, the Patents or a company owning the Patents will be transferred to GNT.

The completion of the Proposed Acquisition is also subject to several other conditions set out in the LOI, including approval by the directors of the Company and GNT, entering into a definitive agreement, satisfactory completion of due diligence, shareholder approval and regulatory approval.

The Company will issue a future press release or press releases setting out the financial statements for GNT, details of the Financing and information on the directors and officers of the Company continuing after the completion of the Proposed Acquisition.

The Company has requested a halt in trading of its Common Shares and, pursuant to the rules of the Exchange, the halt in trading is expected to continue until the completion of the Proposed Acquisition and the minimum listing requirements of the Exchange are met or such earlier time as may be allowed by the Exchange. Sponsorship pursuant to rules of the Exchange may be required. The Company has not yet engaged a sponsor.

Completion of the Proposed Acquisition is subject to a number of conditions, including Exchange acceptance and disinterested shareholder approval. The Proposed Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Proposed Acquisition, any information released or received with respect to the Proposed Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the Proposed Acquisition and has neither approved nor disapproved the contents of this press release.

About CanAsia

CanAsia is Alberta based company listed on the TSX Venture Exchange. It is engaged in the business of developing unique new business opportunities in the Pacific Rim countries. The Company is located in Calgary, Alberta of Canada.

Advisory

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the Proposed Acquisition including the Company's ability to obtain financing and the necessary approvals, including regulatory approvals. Statements containing the words: 'believes', 'intends', 'expects', 'plans', 'seeks' and 'anticipates' and any other words of similar meaning are forward-looking. All statements included herein involve various risks and uncertainties because they relate to future events and circumstances beyond the Company's control. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in CanAsia's disclosure documents on the SEDAR website at www.sedar.com. Any forward-looking statements are made as of the date of this press release and CanAsia does not undertake to update any forward-looking information except in accordance with applicable securities laws.

Neither the 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.

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