Asia Now Announces Private Placement
Thursday, August 7th 2008
Asia Now Resources Corp. is pleased to announce that it has completed a non-brokered private placement financing with China Gold Pte. Ltd. (“China Gold”), a subsidiary of Lippo China Resources Limited, a company whose shares are listed on The Stock Exchange of Hong Kong Limited and is mainly engaged in investment holding, retail business as well as property development and investment. Asia Now has issued 13,029,908 common shares at $0.44 per share for gross proceeds of $5,733,160. As a result of the private placement, China Gold has acquired 19.99% of Asia Now’s issued and outstanding common shares. The common shares issued pursuant to the private placement are subject to a statutory hold period which expires on December 8, 2008.
It is the mutual intention of Asia Now and China Gold that China Gold will subscribe for further shares of Asia Now.
“We are very pleased that Lippo Group has shown a high-level of confidence in Asia Now’s team,” said Dr. Kaihui Yang, “With Lippo’s financial strength and its extensive experience and relationships in China, Asia Now is positioned to consider additional opportunities, including producing assets, to take Asia Now to the next stage of fast growth.”
As a condition of the private placement, Asia Now has entered into a letter agreement with China Gold which provides that for so long as the collective shareholding of China Gold or its affiliates does not fall below 15% of the issued and outstanding common shares of Asia Now (on a non-diluted basis) China Gold: (i) has the right to nominate for election two qualified directors to the Asia Now Board of Directors; and (ii) has the right of first refusal to participate in all equity offerings by Asia Now (including debt offerings with rights to equity) to acquire such number of shares as determined by China Gold provided that its aggregate equity interest will not exceed 38% of the then issued and outstanding common shares of Asia Now (on a non diluted basis) immediately following the closing of such equity offering; and (iii) has approval rights over subsequent investments contemplated by Asia Now which constitute in excess of 10% of Asia Now’s 90-day weighted average market capitalization immediately preceding the date of such investment.
If China Gold acquires 38% or more of the issued and outstanding common shares of Asia Now (on a non diluted basis), China Gold will have a pre-emptive right in respect of any equity offering by Asia Now in order to maintain its pro rata ownership in Asia Now from time to time.
The proceeds of the private placement will be used for current exploration projects in China and for general corporate purposes.
Asia Now Resources Corp is a mineral exploration company active in China since 2002. The Company has established offices, joint ventures and a significant network with Chinese partners. Current projects include copper, gold and silver at three major projects, with drilling underway at two of these. Under the leadership of an experienced management team, the Company has a sound balance sheet to take exploration into the next phase. For more information, please visit www.asianow.ca.
