Specialty pharmaceutical company AlphaRx, Inc., announced that under the terms of expansive structural growth, it entered into an agreement for the acquisition of Pacific Orient Capital Inc. which is expected to subsequently merge with wholly-owned subsidiary of the company, AlphaRx Canada Limited.
After completion of the acquisition, the entity will change its name to Pacific Orient BioPharma Group. The company intends to become a notable specialty pharmaceutical company that focuses on the development, marketing and distribution of pharmaceuticals and medical products for China and other emerging markets.
Also, AlphaRx, Inc. will conduct a private placement of Pacific Orient BioPharma Group's shares at a price of US$0.40 per share, for a maximum value of C$1.5 million dollars.
Upon completion of the merger and private placement, Pacific Orient BioPharma Group will have 14,000,000 million shares outstanding of which 8,250,000 shares will be owned by AlphaRx International Holdings Limited, a company incorporated in the British Virgin Islands. The BVI company is 80%-owned by AlphaRx Inc. and 20%-owned by Ruby Hui, the proposed President, CEO and director of Pacific Orient BioPharma Group.
Pacific Orient Capital Inc. is a shell company, which had not started any commercial operations prior to the completion of the merger with AlphaRx Canada Limited, and does not have any assets other than cash. The completion of the merger is expected to take place on or about December 15, 2010.
Monday, November 29, 2010
Tuesday, November 23, 2010
Alloy Capital entered into Share Exchange Agreement with BVI company and its sole shareholder
Canada-based company Alloy Capital Corp. has entered into a Share Exchange Agreement dated as of October 16, 2010, with the British Virgin Islands-registered company Lancaster Exploration Limited and its sole shareholder Leo Mining and Exploration Limited (Leominex). The agreement is with respect to a proposed acquisition of all of the issued and outstanding shares of the BVI company from Leominex, for an aggregate purchase price of US$9,926,449.50.
By terms of the Share Exchange Agreement, the Purchase Price shall be satisfied by the issuance of 19,852,899 common shares of Alloy at a deemed price of US$0.50 per Common Share to Leominex after a consolidation of the shares on a 2.5 for one basis. Upon completion of the acquisition, Alloy will change its name to Mkango Resources Ltd.
As a result of the acquisition transaction, BVI company will be a wholly-owned subsidiary of the Resulting Issuer and Leominex will be an Insider of the Resulting Issuer.
The acquisition will constitute a reverse takeover by Lancaster of Alloy as the former shareholder of the BVI company will own up to 49.9% of the outstanding common shares on a fully diluted basis and 62.3% on a non-diluted basis. One of the conditions for completion of the acquisition is the completion of the brokered private placement financing of Alloy for the sale of a minimum of 10,000,000 units in the capital of the company at a minimum price of US$0.50 per unit, for gross proceeds of not less than US$5,000,000. Each Unit will consist of one Common Share and one-half of one common share purchase warrant of Alloy. The net proceeds from the Financing will be used to fund exploration and development activities on Lancaster's Songwe Hill project and for general corporate purposes.
Of the five member board of directors of the Resulting Issuer, two members will be designees of Lancaster, and another two board members shall be joint nominees of Lancaster and Alloy.
The acquisition is not a Non-Arm's Length Qualifying Transaction and as such will not require Shareholder approval.
By terms of the Share Exchange Agreement, the Purchase Price shall be satisfied by the issuance of 19,852,899 common shares of Alloy at a deemed price of US$0.50 per Common Share to Leominex after a consolidation of the shares on a 2.5 for one basis. Upon completion of the acquisition, Alloy will change its name to Mkango Resources Ltd.
As a result of the acquisition transaction, BVI company will be a wholly-owned subsidiary of the Resulting Issuer and Leominex will be an Insider of the Resulting Issuer.
The acquisition will constitute a reverse takeover by Lancaster of Alloy as the former shareholder of the BVI company will own up to 49.9% of the outstanding common shares on a fully diluted basis and 62.3% on a non-diluted basis. One of the conditions for completion of the acquisition is the completion of the brokered private placement financing of Alloy for the sale of a minimum of 10,000,000 units in the capital of the company at a minimum price of US$0.50 per unit, for gross proceeds of not less than US$5,000,000. Each Unit will consist of one Common Share and one-half of one common share purchase warrant of Alloy. The net proceeds from the Financing will be used to fund exploration and development activities on Lancaster's Songwe Hill project and for general corporate purposes.
Of the five member board of directors of the Resulting Issuer, two members will be designees of Lancaster, and another two board members shall be joint nominees of Lancaster and Alloy.
The acquisition is not a Non-Arm's Length Qualifying Transaction and as such will not require Shareholder approval.
Tuesday, November 16, 2010
China Technology entered into agreement with Linsun Renewable Energy Corporation
China Technology Development Group Corporation (CTDC) made an announcement that it has entered into a Stock Purchase Agreement with China-based solar modules manufacturer Linsun Renewable Energy Corporation Limited (LSP) and its shareholders, Goldpoly Company Limited and Mr. Liao Lin-Hsiang. The purpose of the agreement is the acquisition by the BVI company of 100% equity interest in LSR and its wholly owned subsidiary – Linsun Power Technology (Quanzhou) Corp. Ltd., at a consideration of US$3.2 million. This sum is payable in shares of CTDC's common stock at a price of US$3.01 per share. Upon completion, LSP will become a wholly-owned subsidiary of CTDC.
Linsun Renewable Energy Corporation Limited is a crystalline photovoltaic modules manufacturer. PV modules have been accredited with TUV certificate and exported to European markets, including Germany, Italy and Czech Republic, etc.
By words of Mr. Alan Li, Chairman and CEO of CTDC, the acquisition will help the company to form a close relationship with PV cells supplier Goldpoly Company Limited, and to ensure sufficient supply of raw material.
Linsun Renewable Energy Corporation Limited is a crystalline photovoltaic modules manufacturer. PV modules have been accredited with TUV certificate and exported to European markets, including Germany, Italy and Czech Republic, etc.
By words of Mr. Alan Li, Chairman and CEO of CTDC, the acquisition will help the company to form a close relationship with PV cells supplier Goldpoly Company Limited, and to ensure sufficient supply of raw material.
Wednesday, November 10, 2010
Polo Resources Limited signed for acquisition of 70 percent in BVI company
Polo Resources Limited, an international coal mining and exploration group incorporated in BVI, announced the signing of an Option Deed under which it is granted an option to acquire approximately 70 per cent of the issued share capital of MinFer Holdings Limited. MinFer, a British Virgin Islands-registered company, together with its wholly-owned subsidiary MinFer Do Brazil Mineracao Ltda, is engaged in the acquisition and exploration of iron ore projects in Brazil. MinFer's subsidiary is the holder of options to acquire a number of interests in iron ore projects in Brazil.
The option has been granted by MinFer and shareholders representing 70 percent of the issued shares of MinFer, and is granted in consideration of Polo funding an agreed work program up to a maximum non-refundable sum of US$1,000,000.
The Option is exercisable within 90 days including the date of the Option Deed. If exercised, the consideration payable by the BVI company to the MinFer shareholders to acquire all of the Option shares is up to US$20,000,000. These consideration shares will be subject to a lock in for 12 months from their date of issue. The decision to exercise the Option will be classed as a related party transaction under AIM Rule 13.
The option has been granted by MinFer and shareholders representing 70 percent of the issued shares of MinFer, and is granted in consideration of Polo funding an agreed work program up to a maximum non-refundable sum of US$1,000,000.
The Option is exercisable within 90 days including the date of the Option Deed. If exercised, the consideration payable by the BVI company to the MinFer shareholders to acquire all of the Option shares is up to US$20,000,000. These consideration shares will be subject to a lock in for 12 months from their date of issue. The decision to exercise the Option will be classed as a related party transaction under AIM Rule 13.
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