Asia Pacific Resources Ltd.: Rights Offering For Up To $ 30 Million Debenture Conversion.

Business Editors

VANCOUVER, British Columbia--(BUSINESS WIRE)--Feb. 15, 2002

RIGHTS OFFERING

Asia Pacific Resources Ltd. (Stuttgart:APQ) (Frankfurt:APQ) (TSE:APQ) (OTCBB: APQCF) (the "Company") is pleased to announce that it has received a final receipt from all Provincial Securities Commissions in Canada for its Rights Offering Prospectus to raise up to $30 million. The Company is also completing the filings required under the U.S. Securities Act to enable the Company to offer the Rights to its U.S. shareholders.

The Company will issue one fully transferable Right to each shareholder of record on February 20, 2002, for each share held. Each Right will entitle the holder to subscribe for one Unit at a price of $0.50 per Unit. Each Unit will consist of 2 1/2 common shares of the Company plus one Warrant. Each Warrant will entitle the holder, on payment of $1.00 per Warrant, to receive an additional 2 1/2 common shares of the Company. Warrants may be exercised at any time up to 4:00 p.m. Vancouver time on April 1, 2003.

The Company expects to mail to its shareholders, on or about February 23, 2002, the Rights Certificate and Rights Offering Prospectus, which provides information concerning the Company, the Somboon Project, the Offering and instructions for exercising Rights. The Rights will commence trading on The Toronto Stock Exchange on February 18, 2002, and will be freely transferable until they expire at 12:00 noon, Toronto time on April 1, 2002. The Warrants will not be listed on The Toronto Stock Exchange; however, subject to compliance with the provisions of the Warrant Indenture and applicable securities laws, they will be fully transferable.

Each holder of Rights, who has fully exercised his or her Rights, may over-subscribe for additional Units on the same terms. These additional Units will be allotted, as available, on a pro rata basis to each shareholder exercising this additional subscription privilege.

OFFERING COMMITMENTS

Crew Development Corporation ("Crew"), the Company's largest shareholder, has committed to exercise the Rights it will receive in the amount of $4.0 million and subscribe for additional Units in the amount of $1.0 million for a total commitment of $5.0 million.

Olympus Capital Holdings Asia I, L.P. ("Olympus") has committed to subscribe (conditional upon Crew meeting its commitment) for up to $5.0 million of the Units.

Crew and Olympus have agreed to reduce their commitments if shareholders, other than Crew, subscribe for more than $20 million of Units.

DEBENTURE CONVERSION

At an Extraordinary General Meeting held January 7, 2002, the Company's shareholders approved the issuance of up to 320,456,390 common shares upon conversion of the entire principal and all accrued interest and premiums on the Company's debentures, which will amount to approximately $64.1 million as at February 28, 2002.

Conversion of the Debentures is conditional upon the completion of the Crew/Olympus Offering Commitments.

The conversion date, previously announced as February 28, 2002, has been extended to April 1, 2002, to coincide with the closing of the Rights Offering.

FUTURE DEVELOPMENTS

Following conversion of the Debentures and completion of the Rights Offering the Company will be debt free and will have between $10 million and $30 million in its treasury. These funds will be used to pay costs associated with the Debenture conversion, continue the planning and development of the Company's Somboon potash project and for general working capital.

If the Rights Offering is fully subscribed, Olympus and the other present holders of Debentures will hold approximately 60% of the Company's outstanding shares.

By Order of the Board of Directors

Robert G. Connochie, President and Chief Executive Officer

The information provided in this news release may contain forward-looking statements within the meaning of the Safe Harbour provisions of the US Private Securities Litigation Reform Act of 1995. These statements are based on Asia Pacific Resources Ltd.'s current expectations and beliefs and are subject to a number of risks and uncertainty that can cause actual results to differ materially from those described in the forward looking statements.