CanAsia Announces Closing Of Debenture Offering

CALGARY, Alberta, Nov. 15, 2018 (GLOBE NEWSWIRE) -- CanAsia Financial Inc. ("CanAsia" or the "Company") (NEX: CNA.H) is pleased to announce that it has completed its previously announced non-brokered private placement of convertible unsecured debentures (the "Debentures") in the principal amount of $660,000 for gross proceeds of $660,000 (the "Offering"). The Debentures accrue interest at 5% per year, mature two years from the date of issuance, are payable at any time by the Company without penalty and are convertible by the holder at any time into common shares of the Company ("Common Shares") at a conversion price of $0.125 per share.

The proceeds of the Offering will be used to pay outstanding and ongoing expenses to maintain the Company's status as a reporting issuer listed on NEX, to pay $160,000 of advances previously provided by insiders of the Company and to complete the proposed acquisition of Techni Modul Engineering S.A. announced by the Company on September 27, 2018. The previous advances are being paid by funds raised pursuant to the Offering. Completion of the Offering is subject to regulatory approval, including the approval of the TSX Venture Exchange. The Debentures issued and the underlying Common Shares issuable upon conversion thereof are subject to a four month hold period from the date of the closing of the Offering.

The total Offering was subscribed for in cash and not partially through the settlement of previous advances as was originally announced on September 27, 2018.

Related Party Participation in the Offering and Early Warning

Insiders subscribed for the entirety of the Offering. As insiders of CanAsia participated in this Offering, it is deemed to be a "related party transaction" as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101").

Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.

The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the Debentures distributed to, nor the consideration received from, interested parties exceeded $2,500,000.

Upon closing of the Offering, Sicheng Zhang, through Malchemy Corporation Limited ("Malchemy"), a company controlled by Mr. Zhang, owns $600,000 principal amount of Debentures and 29,000,000 Common Shares (held directly), which represents approximately 25.63% of the issued and outstanding Common Shares. Assuming the conversion of the Debentures held by Mr. Zhang indirectly, Mr. Zhang would then own, directly and indirectly, 33,800,000 Common Shares, representing 28.65% of the issued and outstanding Common Shares. Prior to the Offering, Mr. Zhang owned 29,000,000 Common Shares. The Debentures were acquired by Mr. Zhang through Malchemy for investment purposes. 

An early warning report will be filed by Mr. Zhang in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained from the Company upon request.

About CanAsia

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

For further information, please contact James G. Louie, Chief Executive Officer via email [email protected].

Advisory

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the Company's ability to obtain 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.