Sunday, March 28, 2010

BVI company Estrella Overseas Limited to be acquired by Everest Ventures Corp.

On March 22, Everest Ventures Corp. entered into a binding letter agreement with a private British Virgin Islands company Estrella Overseas Limited. Pursuant to the terms of the agreement, Everest intends to complete a business combination with Estrella via the issuance of Everest securities for all of the issued and outstanding securities of Estrella. Upon closing the qualifying transaction, the BVI company is expected to be a wholly-owned subsidiary of Everest, and Everest will change its name to Estrella Energy Services Ltd. The transaction is considered to be an arm's length qualifying transaction, as such term is defined under the policies of the TSX Venture Exchange Inc.

Also, Everest plans to complete a non-brokered private placement of US$2.0 million in connection with the qualifying transaction. It is anticipated that, subject to Exchange approval, Everest may pay a commission or finder's fee in connection with the Everest Financing, such fee or commission payable is to be deducted at closing, from the gross proceeds of the Everest Financing.

After the consolidation and assuming closing of the Everest Private Placement, Everest will get 4,000,000 Everest Shares issued and outstanding, options to acquire 180,052 common shares and no other securities exercisable, exchangeable or convertible into Everest Shares. Upon closing of the qualifying transaction it is expected that there will be 95,000,000 Everest Shares issued and outstanding, options to acquire 180,052 Everest Shares and 39,000,000 Everest Warrants.

The transaction between Everest Ventures and Estrella is to be completed prior to June 20, 2010. The Estrella (BVI) Agreement will terminate if all its conditions are not satisfied or waived by July 31, 2010. The Estrella Agreement will also terminate if the parties have not entered into a definitive agreement on or before April 6, 2010.

Wednesday, March 17, 2010

FGX International Completed merger with French manufacturer

FGX International Holdings Limited, a British Virgin Islands-registered holding of FGX International, announced that it has completed its merger with a subsidiary of French company Essilor International.

By terms of the agreement, shareholders of FGX International received $19.75 per share in cash, for an aggregate amount of approximately $575 million. This sum includes the repayment of FGX International debt of approximately $115 million. Upon completion of the merger, the BVI company became a wholly-owned subsidiary of Essilor; also, FGX International will change its place of incorporation from the British Virgin Islands to the State of Delaware.

FGX International's CEO Alec Taylor said that the company is excited to be part of Essilor, which is the world leader in ophthalmic optical products, researching, developing, manufacturing and marketing a wide range of lenses for optical correction.

FGX International is the leading designer and marketer of non-prescription reading glasses and popular sunglasses in North America. Its products are sold in over 63,000 retail locations in the U.S., Canada, Mexico and the United Kingdom.

Monday, March 15, 2010

Chinese oil giant and Argentinian holding to form a BVI-based joint venture

China's largest offshore oil and gas producer, China National Offshore Oil Corporation (CNOOC) announced that it was investing $3.1 billion for a 50 per cent stake in a joint venture with Argentinian company Bridas Energy Holdings Ltd. Each of the two companies will hold 50 percent interests in Bridas Corporation, a joint venture that will be headquartered in the British Virgin Islands and will focus on oil and gas exploration.

The deal is part of Chinese company's strategy to expand in Latin America region. It will increase Chinese company's proven global reserves of oil by 318 barrels of crude.

According to independent analysts of Beijing, an important aspect of the deal is that Bridas Corporation owns 40 percent of Pan American Energy LLC, while British company BP plc is the owner of another 60 percent. Bridas Corporation, which is involved in exploration and production in Argentina, Bolivia and Chile, had proven reserves of 636 million barrels of petroleum and average production of 92,000 barrels per day at the end of 2009.

The deal is expected to close in the first half of 2010.

Sunday, March 14, 2010

TSX Venture Exchange announces share purchase agreement between BVI company holders and Challenger Development Corp.

Recently TSX Venture Exchange announced that it accepted for filing documentation connected to an amended and restated option agreement between Challenger Development Corp. and Musadik Mohamed Ally ("MMA") and Najua Kassira ("NK"). Under this agreement dated January 20, 2010, Challenger Development was granted an option to acquire 70% interest in certain gold claims located in Tanzania.

MMA and NK will be the registered and beneficial owners of 100% of the issued and outstanding capital stock of the British Virgin Islands-incorporated company Harbour Green Investments Limited, which may incorporate and wholly own a private company under the laws of Tanzania to hold the gold claims. MMA and NK have agreed to grant Challenger Development an option to a 70% direct interest in the gold claims, or a 70% equity interest of this BVI-controlled private company. In order to earn the option, the company must: within five business days make a cash payment of $350,000 to MMA and NK; incur exploration expenditures on the gold claims in Tanzania, the first of which should be on or before November 30, 2010; and issue 2,000,000 of its common shares to MMA and NK.

Monday, March 8, 2010

TSX gives conditional listing approval to Talon's merger with Saber Energy

The BVI company Talon Metals Corp. made an announcement that it has received conditional listing approval from the TSX stock exchange concerning the proposed merger with another BVI company Saber Energy Corp.

The merger of Talon Metals with Saber Energy, both incorporated in the British Virgin Islands, is expected to close on or about March 23, 2010, and is subject to the approval of both companies' shareholders and the fulfilling of certain other conditions.

The name of the merged company will remain Talon Metals Corp., and its focus will remain mineral exploration. After closing the transaction, Talon's shares will continue trading on the Toronto Stock Exchange under the same symbol (“TLO”).

A special meeting of Talon shareholders is scheduled to take place on March 9, 2010. The record date is January 18, 2010.