Mountain China Signs Debt Settlement Agreement with Melco

BEIJING, CHINA--(Marketwire - May 29, 2012) - Mountain China Resorts (Holding) Limited (TSX VENTURE:MCG) ("MCR" or the "Company"), announces that it has completed its negotiation for debt settlement with Melco Leisure and Entertainment Group Limited ("Melco"). In November of 2008, Melco loaned US$12,000,000 (the "MCR Loan") to the Company and US$11,000,000 (the "MCRI Loan") to the Company's Cayman subsidiary, Mountain China Resorts Investment Limited ("MCRI"), for an aggregate amount of US$23,000,000 (the "the Total Principal Amount"). As of May 29, 2012, the Total Principal Amount remained outstanding.

The Company entered into a Debt Settlement Agreement with Melco to provide for settlement of the MCR Loan and MCRI Loan by a combination of cash, shares and transfer of properties, so that the Company may better deploy its working capital in operations of its business. The Debt Settlement Agreement was subsequently amended by an Amended and Restated Debt Settlement Agreement dated May 29, 2012 to clarify details of the loan settlement mechanism and procedures when implementing the debt settlement.

Under Amended and Restated Debt Settlement Agreement, the Company agrees that:

1. firstly, repay and settle US$2,500,000 of the Total Principal Amount and outstanding interests accruing and unpaid to the Closing Date by way of cash;
   
   
2. assign to the Company's subsidiary, MCRI, US$3,9000,000 of the MCR Loan so that the total of MCRI Loan becomes US$14,900,000 and the Company will issue a promissory note to MCRI for its assumption of the US$3,900,000 MCR Loan;
   
   
3. after completion of item (2) and within 15 days after the Closing Date, MCRI will repay and settle US$14,900,000 of the MCRI Loan by transferring 20,600,000 common shares (each a "Share") of the Company that MCRI receives from the Company;
   
   
4. after completion of items (1), (2) and (3) and within 45 days after the Closing Date, Melco will assign to Wisecord Holdings Limited ("WHL") US$2,100,000 (the "US$2.1m Principal") of the Total Principal Amount in consideration of WHL transferring 15,000,000 Shares to Melco;
   
   
5. after completion of items (1), (2), (3) and (4), the Company will repay and settle the remaining US$3,500,000 (the "US$3.5m Principal") of the Total Principal Amount in the following method (the "Asset Transfer Method"):
   
   
   1. by way of cash payment arising from any sale proceeds from the sale of any of the 5 completed and furnished villas situate at the Club Med Sun Mountain Yabuli Resort (the "Chosen Villas") to be chosen by Melco beforehand provided that the selling price shall not be less than US$700,000 per villa;
      
      
   2. if the sale proceeds arising from sub-paragraph (i) above are not sufficient to fully settle the US$3.5m Principal on or before 31 March 2013, Melco will have an option to choose to fully settle such outstanding of the US$3.5m Principal by way of:- (I) transfer of up to maximum of 5 Chosen Villas to the Lender on the basis of US$700,000 per villa; or (II) subject to approval of the Exchange, by way of conversion of the Shares at a conversion price of CAD$0.18 per Share. The Company will bear all costs, expenses (including, without limitation, legal costs and expenses) and taxation duties arising from such transfer reasonably incurred; and
      
      
   3. Interest on the US$3.5m Principal or any outstanding part thereof from time to time (as the case may be) shall accrue at the rate of 3%, and shall be payable and satisfied in-one-go on such final settlement date by way of, at Melco's option, either:- (1) in cash; or (2) through issuance of the Shares at a conversion price of CAD$0.18 per Share.
      
      
6. Also, for the US$2.1m Principal assigned to WHL, the Company will repay and settle this US$2.1m Principal with WHL through the Asset Transfer Method by allowing WHL to choose 3 villas at the Club Med Sun Mountain Yabuli Resort for the purpose of repayment and settlement.
   
   

Completion of the transactions contemplated under the Amended and Restated Debt Settlement Agreement is subject to, among other conditions, the following conditions:

1. the Company shall have completed the Non-brokered Private Placement Offering announced on September 16, 2011;
   
   
2. the Company shall have obtained the approval of disinterested shareholders ("Shareholder Approval") of the transactions contemplated by the Amended and Restated Debt Settlement Agreement by July 15, 2012 or such other later date(s) to be mutually agreed by the parties in accordance with the policies of the TSX Venture Exchange (the "Exchange");
   
   
3. the Company shall have received final approval of the Exchange; and
   
   
4. the Company shall have opened a bank account and a sum of CAD$5,000,000, being the fund for the purpose of cash repayment for item (1) above, shall have been held and maintained in a specified bank account up to the Closing Date.
   
   

The Closing Date of the Amended and Restated Debt Settlement Agreement is scheduled to be 10 business days after the date that the Company receives the Shareholder Approval or such other later date(s) as may be mutually agreed by the parties in writing.

About MCR

MCR is the premier developer of four season destination ski resorts in China. MCR is transforming existing China ski properties into world-class, four seasons luxury mountain resorts with excellent real estate investment opportunities for discerning buyers. In February 2009, the Company's Sun Mountain Yabuli Resort was awarded Best Resort Makeover in Asia by TIME Magazine. Yabuli is also the permanent home of the China Entrepreneur's Forum the leading and most influential community of China's most distinguished and successful entrepreneurs and business leaders with over 5,000 members from across a variety of key industries.

ON BEHALF OF THE BOARD

Gang Han, Chief Financial Officer

FORWARD LOOKING INFORMATION

Information in this press release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws, and actual results may vary from the forward-looking information. Implicit in this information are assumptions regarding future operations, plans, expectations, anticipations, estimates and intentions, such as the plans to develop the ski resorts in China. These assumptions, although considered reasonable by MCR at the time of preparation, may prove to be incorrect. Readers are cautioned that actual future operating results and economic performance of MCR are subject to a number of risks and uncertainties, including MCR's ability to receive shareholder approval for transactions contemplated in the Amended and Restated Debt Settlement Agreement, MCR's ability to complete and execute all of the requirements set out in the Amended and Restated Debt Settlement Agreement, MCR's ability to implement its business strategies in general, MCR's ability to obtain additional financial resources and sufficient working capital, currency fluctuations and other risks, and could differ materially from what is currently expected as set out above.

Forward-looking information contained in this press release is based on current estimates, expectations and projections, which MCR believes are reasonable as of the date of this press release. MCR uses forward-looking statements because it believes such statements provide useful information with respect to the operation and financial performance of MCR, and cautions readers that the information may not be appropriate for other purposes. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While MCR may elect to, it does not undertake to update this information at any particular time except as required by applicable law.