BVI-registered Chaarat Gold Holdings signs subscription agreement with Chinese company

Chaarat Gold Holdings Ltd, the British Virgin Islands-registered holding company of the Chaarat Group, focused on the exploration and development of metals in the Kyrgyz Republic, announced the signing of subscription agreement with China Nonferrous Metals Int'l Mining Co Ltd (CNMIM). By terms of the agreement, the Chinese company will subscribe for 22,469,289 shares in the BVI holding, at 25p per share for total consideration of £5,617,322.

On completion of the transaction, Chinese company’s shareholding will represent 19.9% of Chaarat Gold’s issued share capital. CNMIM will obtain the right to appoint two directors to the board of the company if its interest in the BVI company does not fall below 15%, and one director if its interest does not fall below 10%, for a period over 6 months.

Chaarat undertakes that upon the issuance of further shares it will invite CNMIM to participate in order to maintain its level of shareholding, on the same terms as offered to other subscribers or, where options are exercised, by reference to the market share price prior to exercise. The BVI holding also agreed not to require CNMIM to make a cash offer to shareholders under Chaarat’s articles of associations, unless CNMIM reaches a 30% threshold.

CEO of the BVI company Dekel Golan commented on the transaction: This is a significant milestone for our Company. This investment will enable us to complete the feasibility study and all other studies required for taking the project towards development. CNMIM, being very familiar with the Chinese mining environment will be able to assist in introducing the Company to financial institutions interested in financing projects such as Chaarat and to various contractors and service providers required for such development."

BVI-based company Megaway International Holdings finalizes reverse merger

BTHC VIII, a total solution provider of heat exchangers in China, announced the closing of a share exchange transaction with the shareholder of the British Virgin Islands corporation Megaway International Holdings.

In the share exchange transaction, BVI company's shareholder was issued 14,800,000 shares of common stock of BTHC VIII, which makes approximately 92.5 percent of the total issued and outstanding capital stock of the company, in exchange for 100 per cent of the issued and outstanding shares of Megaway. As a result of the deal, Megaway has become a wholly-owned subsidiary of the company.

Upon the closing of the share exchange, BTHC's executive officers were replaced by the executive officers of the BVI registered Megaway and its subsidiaries. The company plans to change its name to THT Heat Transfer Technology.

BVI-registered China Net Online Media Group becomes subsidiary of Emazing Interactive, Inc.

Publicly traded Nevada corporation Emazing Interactive, Inc. entered into a share exchange agreement with British Virgin Islands-registered China Net Online Media Group Limited, and all of its shareholders. As a result of the share exchange, the BVI company became wholly owned subsidiary of Emazing Interactive.

Under the terms of the share exchange agreement, the shareholders of the BVI corporation transferred all their shares to Emazing, in exchange for the issuance of 13,790,800 fully paid and nonassessable shares of Emazing Common Stock. Also, the company announced the change in the Board of Directors and executive officers as of the close of the Share Exchange.

BVI-domiciled company China Net Online Media Group Ltd. was founded in 2003 as a full-service media development and advertising platform for the small and medium enterprise market in China. China Net became the parent holding company of a group of companies - Hong Kong-based CNET Online Technology Limited, which is the parent company of Rise King Century Technology Development (Beijing) Co., Ltd., China-based and foreign-owned enterprise. The BVI company operates advertising business in China through contractual arrangements.

BVI subsidiary of CNNC International buys 69% of Western Prospector Group's shares

Canada-listed company Western Prospector Group Ltd., focused on uranium project in Mongolia, announced that its 38,003,666 common shares (approximately 69% of company's shares) were deposited to the offer of the British Virgin Islands-registered First Development Holdings Corporation, which is an indirect wholly-owned subsidiary of public HK-listed company CNNC International Limited, for all of the outstanding common shares of Western Prospector.

This result represents substantial support for the offer, and First Development has taken up and accepted for payment all the shares tendered, in the amount of C$0.56 per share of the Western Prospector common shares deposited to the offer.

In March 2009, the BVI-registered First Development and Western Prospector entered into a support agreement pursuant to which Western Prospector represented that the directors and officers of the company intend to tender or caused to be tendered to the Offer Western Prospector common shares over which control or direction is exercised, and that any restrictions imposed on or by Western Prospector to prevent any director or officer from tendering such shares have been waived or removed.

First Development has informed Western Prospector of its intention to acquire all of its remaining common shares that are not already owned by First Development.

African Aura and Mano River resources merge under BVI law

African Aura Resources Limited, an exploration company focused on the discovery of economic iron, gold and uranium deposits, entered into the definitive combination agreement with Mano River Resources Inc. The transaction is structured as a merger under the corporate laws of the British Virgin Islands between MANAAR Limited, a wholly-owned BVI subsidiary of Mano River, African Aura and Mano River. BVI-registered MANAAR will, subject to regulatory approval and the approval of the merger by the shareholders of African Aura, merge with African Aura, and Mano River will thereby acquire all common shares of African Aura.

The terms of the merger agreement are similar to the previously announced letter of intent signed by the companies on 15 April 2009, amended on May 14 2009 and then on June 12 2009. Mano River will offer 1.57 its shares for every one African Aura share in order to acquire the entire issued share capital of African Aura.

The African Aura meeting at which its shareholders will consider and approve the merger is scheduled to be held on 31 July 2009. The effective date for closing of the deal is expected to be in August or September, then the merger will be complete and Mano River shares will be issued to African Aura shareholders.

Alyst Acquisition closes merger transaction with BVI-domiciled China Networks Media

British Virgin Islands company China Networks International Holdings, Ltd. and special purpose acquisition company Alyst Acquisition Corp. have completed the redomestication merger of Alyst in the British Virgin Islands, and the subsequent merger of China Networks subsidiary China Networks Media Ltd., also registered in BVI. The deal was announced in December 2008 as the plan of the acquisition of all the shares of the BVI company by Alyst Acquisition and the business combination merger.

The special stockholder meeting for voting on the proposed merger was held on June 24, 2009, when holders of over 70% of Alyst's stock voted in favor of the transaction. The closing of the business combination merger occured on June 30 immediately after the BVI authorities confirmed the acceptance of the Articles and Plan of Merger effecting the business combination merger. During the meeting, Alyst's stockholders also approved the 2009 Omnibus Securities and Incentive Plan, pursuant to which the directors, officers, employees and consultants of CN Holdings or its subsidiaries may be granted options to purchase up to 2,500,000 ordinary shares of the BVI company.

Initially, the ordinary shares, units and warrants of BVI-based CN Holdings will continue to be traded on the NYSE Amex under the ticker symbols CNR, CNR.U and CNR.WS, which were used earlier.