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Asia Entertainment & Resources Ltd. Announces Filing of Registration Statement

^{Published on 2010-05-20 08:20:25 - Market Wire}
 

HONG KONG--([ BUSINESS WIRE ])--Asia Entertainment & Resources Ltd. (aAERLa) (OTCBB: AERCF) (OTCBB: AERLF), which operates through its subsidiaries as a VIP room gaming promoter, announced today that it had filed a registration statement on Form F-1 with the Securities and Exchange Commission to allow for the exercise of the warrants that were issued in its initial public offering in 2008 and the sale by its shareholders of all of its securities that were issued in transactions that were not registered under the U.S. Securities Act of 1933, as amended.

AERL further announced that it had corrected the pro forma earnings per share calculations that appeared in its registration statement and in its press release issued on May 14, 2010. Assuming that AERLa™s acquisition of Asia Gaming & Resort Limited (aAsia Gaminga) occurred on January 1, 2009, its basic earnings per share on an unaudited consolidated pro forma undiluted basis for it, its subsidiaries and its affiliated VIP gaming promoters for the year ended December 31, 2009 were $0.86 based on 16,755,724 weighted average shares outstanding, which includes 4,210,000 shares that will be issued upon the filing by AERL of its Annual Report on Form 20-F for its fiscal year ending December 31, 2010. On a fully diluted basis, for 32,843,224 weighted average shares outstanding, its pro forma earnings per share were $0.44. The fully diluted basis gives effect to the issuance of a total of 16,088,000 shares upon the exercise of its outstanding public warrants, warrants held by insiders and former insiders that were privately issued at the time of its initial public offering, shares and warrants issuable upon the exercise of a unit purchase option granted to the representative of the underwriters of its initial public offering and shares issuable upon exercise of the warrants included in such option. If all of such securities are exercised for cash, AERL would receive additional capital of $81,208,000. To the extent that such securities are exercised on a cashless basis, the amount of cash that would be received by AERL and the number of ordinary shares it would be required to issue would both be reduced and the earnings per share on a fully diluted basis would be increased.

About Asia Entertainment & Resources Ltd.

AERL, formerly known as CS China Acquisition Corp. (aCS Chinaa), acquired Asia Gaming on February 2, 2010. The principal business activities of Asia Gaming and its wholly owned subsidiaries are to hold Profit Interest Agreements with its affiliated VIP gaming promoters (aPromoter Companiesa) and to receive 100% of the profit streams from the Promoter Companies. The Promoter Companies currently participate in the promotion of two major luxury VIP gaming facilities ("VIP rooms") in casinos in Macau, China, the largest gaming market in the world. One of the Macau VIP rooms is located at the top-tier MGM Grand Macau Casino in downtown Macau and is operated by the MGM Grand Paradise S.A. The other Macau VIP gaming facility is located in the luxury 5-star hotel, the Star World Hotel & Casino that is operated by Galaxy Casino, S.A. in downtown Macau. In addition, the Promoter Companies plan to promote the first luxury VIP room in Jeju Island in South Korea, which will offer Macau-style gaming, and have concluded a favorable trial operation there.

Forward Looking Statements

This press release includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of AERL's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements.

Registration Statement Not Yet Effective

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the law of such jurisdiction.

A copy of the preliminary prospectus in the registration statement may be obtained from James Preissler, 50 Old Route 25A, Fort Salonga, NY 11768.