BVI-registered Talon Metals Corp., an international exploration and mining company focused on development of resource projects, announced that it has entered into a transaction to acquire a 75 per cent stake in a subsidiary of Lara Exploration Ltd. The subsidiary owns all 13 potash exploration licences of Lara Exploration in Sergipe State, Brazil. Under terms of the agreement, the BVI company can acquire a 75 per cent stake in these properties by paying US$500,000 and spending US$4 million on exploration.
By words of Stuart Comline, president and CEO of Talon Metals, the agreement between the two companies will allow for rationalization of the proposed potash exploration program in the Sergipe State of Brazil. He said that the combining of the two companies' exploration licences represents a major consolidation of potash exploration ground on the only operating potash mine in Brazil.
Tuesday, December 29, 2009
Monday, December 21, 2009
BVI company Black Marlin Energy Limited and Kristina Capital issued update on their business combination
Canadian company Kristina Capital Corp. and British Virgin Islands-registered Black Marlin Energy Limited, which is principally engaged in the petroleum and natural gas exploration, development and production in Africa, as well as provision of seismic services through its subsidiaries, provided an update on their previously announced arm's length business combination. In August 2009, Black Marlin and Kristina signed a letter of intent where the terms of this deal were set out. The proposed transaction includes the asset sale, the consolidation, the name change, the continuation, and the acquisition of Black Marlin Shares by Kristina. The transaction will constitute a reverse takeover of Kristina for accounting purposes.
The merger agreement between the companies was signed on November 19, 2009. Under the terms of the merger agreement, Kristina will incorporate a wholly-owned subsidiary pursuant to the laws of the British Virgin Islands.
Upon incorporation and acceptance by the TSX Venture Exchange, the new BVI company will merge with Black Marlin so that it will continue functioning as a wholly-owned subsidiary of Kristina. Prior to the proposed transaction, the common shares of Kristina outstanding as at November 9, 2009 will be consolidated at a ratio of one Kristina share for each two Kristina shares held. The shareholders of Kristina will also be asked to approve the sale of Kristina's assets in exchange for nominal cash consideration, changing the name of Kristina to “Black Marlin Energy Holdings” or other name as agreed to by both companies; and the application by Kristina for the discontinuance from the Province of Alberta and the application to continue under the laws of the British Virgin Islands.
The merger agreement between the companies was signed on November 19, 2009. Under the terms of the merger agreement, Kristina will incorporate a wholly-owned subsidiary pursuant to the laws of the British Virgin Islands.
Upon incorporation and acceptance by the TSX Venture Exchange, the new BVI company will merge with Black Marlin so that it will continue functioning as a wholly-owned subsidiary of Kristina. Prior to the proposed transaction, the common shares of Kristina outstanding as at November 9, 2009 will be consolidated at a ratio of one Kristina share for each two Kristina shares held. The shareholders of Kristina will also be asked to approve the sale of Kristina's assets in exchange for nominal cash consideration, changing the name of Kristina to “Black Marlin Energy Holdings” or other name as agreed to by both companies; and the application by Kristina for the discontinuance from the Province of Alberta and the application to continue under the laws of the British Virgin Islands.
Sunday, December 20, 2009
BVI-registered company acquires DAL Group, LLC
Chardan 2008 China Acquisition Corp., a British Virgin Islands company formed in February 2008 for the purpose of acquiring a controlling interest in an unidentified operating business, announced that it has signed a definitive agreement to enter into a business combination with DAL Group, LLC. Upon the closing of the business combination with the BVI-registered blank check company, DAL will own 100 per cent of the business and operations of Default Servicing, Inc. and Professional Title & Abstract Company of Florida and the non-legal operations supporting the foreclosure and other legal proceedings handled by the Law Offices of David J. Stern, P.A.
Upon consummation of the acquisition transaction, Chardan will change its name to DJSP Enterprises, Inc., and will continue to trade on NASDAQ under the symbols DJSP, DJSPU, and DJSPW.
Following the closing of the business combination, which is subject to customary closing conditions, including approval of the acquisition agreement by holders of a majority of BVI company's ordinary shares outstanding, DJSP Enterprises will be one of the major providers of processing services for the motrgage and real estate industries in Florida and one of the largest in the United States.
Upon consummation of the acquisition transaction, Chardan will change its name to DJSP Enterprises, Inc., and will continue to trade on NASDAQ under the symbols DJSP, DJSPU, and DJSPW.
Following the closing of the business combination, which is subject to customary closing conditions, including approval of the acquisition agreement by holders of a majority of BVI company's ordinary shares outstanding, DJSP Enterprises will be one of the major providers of processing services for the motrgage and real estate industries in Florida and one of the largest in the United States.
Friday, December 11, 2009
Kermas Ltd decreased its voting rights in BVI-registered Ruukki Group Plc
The British Virgin Islands company Kermas Limited announced that on 11 December 2009 it entered into an agreement to sell 6,600,000 shares of Ruukki Group Plc, a company that specialises in industrial refining of certain natural resources and works in the areas of wood processing and minerals. After this deal, Kermas Ltd's current ownership has fallen below 30% of the share capital of Ruukki Group Plc and voting rights attached to these shares based on share transactions carried out on 10 December 2009.
By terms of the agreement, the BVI company was to sell 6,600,000 shares of Ruukki Group by 14 December 2009, and as a result of this share transaction, Kermas Ltd's proportion of voting rights attached to all the Ruukki Group Plc shares outstanding excluding treasury shares held by the Ruukki falls to just 29.58%. Thus, the BVI company has fulfilled the conditions of the exemption received from the Finnish Financial Supervisory Authority and will no longer have an obligation to make a mandatory bid for Ruukki Group Plc shares according to the Securities Market Act.
By terms of the agreement, the BVI company was to sell 6,600,000 shares of Ruukki Group by 14 December 2009, and as a result of this share transaction, Kermas Ltd's proportion of voting rights attached to all the Ruukki Group Plc shares outstanding excluding treasury shares held by the Ruukki falls to just 29.58%. Thus, the BVI company has fulfilled the conditions of the exemption received from the Finnish Financial Supervisory Authority and will no longer have an obligation to make a mandatory bid for Ruukki Group Plc shares according to the Securities Market Act.
Wednesday, December 2, 2009
Eurocontrol enters into agreement with the BVI-registered Athlone Global Security
Canadian public company Eurocontrol Technics Inc. provided an update with respect to the letter agreement entered into with Athlone Global Security Inc., which is registered in the British Virgin Islands, on October 16, 2009.
According to the letter agreement, Eurocontrol, which specializes in the acquisition, development and marketing of innovative security technologies, will acquire all of the issued and outstanding common shares of the BVI company, in exchange for common shares and warrants of Eurocontrol Technics Ltd. As Eurocontrol and AGS have a director and officer in common, the transaction will be considered a non-arm's length transaction for the purposes of TSX Venture Exchange. Pursuant to the transaction, the shareholders of the BVI company will receive 2.4 common shares of Eurocontrol for each common share of the AGS. The deemed price per AGS share is $0.72 - based on the October 15, 2009 closing price of Eurocontrol on the TSX Venture Exchange. In addition, holders of common shares of AGS will receive one-half of one common share purchase warrant for each common share issued.
Upon completion of the transaction, the combined company will be positioned to become an integrator through the facilitation of end to end solutions with respect to its technologies.
The letter agreement between the parties also provides that in case if AGS receives a financially superior offer from a third party to acquire more than 50% of the assets of AGS, the BVI company shall pay Eurocontrol a $500,000 termination fee.
Currently there are 51,029,949 common shares of Eurocontrol issued and outstanding, and the combined company resulting from the completion of the transaction will have 144,004,751 common shares. The shareholders of the Canadian and the BVI company will hold in it 35.5% and 64.5% respectively.
According to the letter agreement, Eurocontrol, which specializes in the acquisition, development and marketing of innovative security technologies, will acquire all of the issued and outstanding common shares of the BVI company, in exchange for common shares and warrants of Eurocontrol Technics Ltd. As Eurocontrol and AGS have a director and officer in common, the transaction will be considered a non-arm's length transaction for the purposes of TSX Venture Exchange. Pursuant to the transaction, the shareholders of the BVI company will receive 2.4 common shares of Eurocontrol for each common share of the AGS. The deemed price per AGS share is $0.72 - based on the October 15, 2009 closing price of Eurocontrol on the TSX Venture Exchange. In addition, holders of common shares of AGS will receive one-half of one common share purchase warrant for each common share issued.
Upon completion of the transaction, the combined company will be positioned to become an integrator through the facilitation of end to end solutions with respect to its technologies.
The letter agreement between the parties also provides that in case if AGS receives a financially superior offer from a third party to acquire more than 50% of the assets of AGS, the BVI company shall pay Eurocontrol a $500,000 termination fee.
Currently there are 51,029,949 common shares of Eurocontrol issued and outstanding, and the combined company resulting from the completion of the transaction will have 144,004,751 common shares. The shareholders of the Canadian and the BVI company will hold in it 35.5% and 64.5% respectively.
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