TORONTO, Sept. 7 /CNW/ - Asia Now Resources Corp. ("Asia Now") (TSXV: NOW) is pleased to announce that in relation to the proposed non-brokered private placements, it has entered into separate subscription agreements on September 7, 2010 with China Gold Pte. Ltd. ("China Gold") and Prime Orient Investments Limited ("Prime Orient") respectively pursuant to which Asia Now plans to issue 42,400,000 new common shares to China Gold (the "China Gold Private Placement") and 2,842,000 new common shares to Prime Orient (the "Prime Orient Private Placement"), both at $0.30 Canadian per common share, for a total gross proceeds of $13,572,600 Canadian, (together, the "Private Placements") subject to regulatory and shareholder approvals and certain conditions precedent. 

China Gold currently holds 13,029,908 common shares representing approximately 19.8% of the existing issued share capital of Asia Now. Upon completion of the Private Placements, it is anticipated that China Gold will hold approximately 49.9% on a non-diluted basis (and approximately 47.5% on a fully diluted basis) of Asia Now's issued and outstanding common shares.  The new common shares to be issued pursuant to the China Gold Private Placement will be subject to a statutory hold period which will expire four months and one day after the closing of the China Gold Private Placement.

Pursuant to the subscription agreement entered into between China Gold and Asia Now and conditional upon closing of the China Gold Private Placement, China Gold shall have the right to nominate and have elected three directors to Asia Now's six member board of directors. 

The Company's President, Dr. Kaihui Yang commented "We welcome this additional investment by China Gold which will allow us to increase and accelerate exploration work on our projects, particularly additional drilling on the very promising Beiya gold property in Yunnan province, China."

Upon completion of the Private Placements, it is anticipated that Prime Orient will hold approximately 2.6% on a non-diluted basis (and approximately 2.4% on a fully diluted basis) of Asia Now's issued and outstanding common shares.  The new common shares to be issued pursuant to the Prime Orient Private Placement will be subject to a statutory hold period which will expire four months and one day after the closing of the Prime Orient Private Placement.

Pursuant to the subscription agreement entered into between Prime Orient and Asia Now and conditional upon closing of the Prime Orient Private Placement, Prime Orient shall have the right to nominate and have elected one director to the board of directors of Asia Now. 

Pursuant to TSX Venture Exchange rules, Asia Now is required to obtain shareholder approval for the China Gold Private Placement, as the share issuance to China Gold will result in the creation of a new "Control Person", as defined in the TSXV Corporate Finance Manual. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security holders in Special Transactions ("MI 61-101"), the China Gold Private Placement also constitutes a "related party transaction".  Accordingly, Asia Now is required to obtain "minority approval" (as defined in MI 61-101) for the China Gold Private Placement and will call a special meeting of its shareholders to approve the China Gold Private Placement.  Further details regarding the proposed China Gold Private Placement will be outlined in the management information circular to be mailed to shareholders in advance of the special meeting. The Special Shareholders Meeting is expected to be held in late October 2010.

The proceeds of the Private Placements will be used for exploration with a focus on the project at Beiya in Yunnan Province and related activities.

About Asia Now Resources:

Asia Now Resources Corp. is a mineral exploration company, exploring potential world-class ore deposits in China with the aim of developing them. The Company has established offices, joint ventures and a significant network with the Chinese mining industry and governments. Under the leadership of an experienced international board and management team, the Company has been operating smoothly in China since 2002. The Company is currently drilling at two key projects, the Beiya and Habo projects, both in Yunnan Province of China, both having large mineralization belts with potential for significant discoveries, based on the various exploration programs completed to date, and the Company is taking exploration into the next phase of success. For more information, please visit www.asianow.ca.

About China Gold Pte. Ltd.:

China Gold Pte. Ltd. is a subsidiary of Lippo China Resources Limited ("LCR") (stock code: 156) whose shares are listed on The Stock Exchange of Hong Kong Limited, with consolidated net asset value attributable to equity holders of approximately HK$3.5 billion as at June 30, 2010. The principal activities of LCR and its subsidiaries are investment holding, property investment, property development and retail business. For more information about LCR, please visit www.lcr.com.hk.

About Prime Orient Investments Limited:

Prime Orient Investments Limited is a company incorporated in the British Virgin Islands and is engaged in investment holding.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This Press Release contains certain forward-looking statements. We have tried, whenever possible, to identify these forward-looking statements using words such as "anticipates," "believes," "estimates," "expects," "plans," "intends," "potential" and similar expressions. These statements reflect our current belief and are based upon currently available information. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance or achievements to differ materially from those expressed in or implied by such statements. We undertake no obligation to update or advise in the event of any change, addition, or alteration to the information catered in this Press Release including such forward-looking statements, unless otherwise required under applicable law.