Melco China Announces Convertible Bond Financing

BEIJING, CHINA–(Marketwire – Sept. 1, 2010) – Melco China Resorts (Holding) Limited (TSX VENTURE:MCG) (“MCR” or the “Company”), which is to be renamed as Mountain China Resorts (Holding) Limited subject to finalization by the TSXV, is pleased to announce that intends to issue a convertible bond in the amount of $4,600,000 to Century Zone Limited (“Century Zone“), the majority shareholder of Wisecord Holdings Limited (who currently holds approximately 49.4% of the issued outstanding common shares of MCR). The convertible bond is expected to be for a term of 2 years with an interest rate of LIBOR + 3% and conversion price of $0.12. The proposed transaction with Century Zone is subject to certain conditions, including finalization of definitive documentation and approval of the TSX Venture Exchange.

In addition to the proposed transaction with Century Zone, MCR intends to offer convertible bonds on substantially the same terms as the proposed convertible bond to be issued to Century Zone to “accredited investors”, including existing shareholders of the Company, and certain other persons pursuant to available exemptions under applicable securities laws for an aggregate amount of up to $2,000,000 (the “Offering“). The Offering will be subject to a minimum subscription amount of $100,000 and is also subject to certain conditions, including finalization of definitive documentation and approval of the TSX Venture Exchange. Neither the proposed transaction with Century Zone nor the Offering is conditional on the completion of the other.

The Company intends to use the net proceeds from the Offering for general working capital purposes, including to fund the continuing operations of its Sun Mountain Yabuli Resort.

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.


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 completion of the convertible bond financing, use of proceeds, 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 general economic, market and business conditions, uncertainty relating to land use rights, adverse industry events for the ski and real estate industries, MCR’s ability to make and integrate acquisitions, the requirements of recent Chinese regulations relating to cross-border mergers and acquisitions, the inability to obtain required approvals or approvals may be subject to conditions that are unacceptable to the parties, changing industry and government regulation, as well as MCR’s ability to implement its business strategies, dispose of assets or raise sufficient capital, seasonality, weather conditions, competition, 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.

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