BVI-registered company Eco (Atlantic) Oil and Gas Ltd. entered into an agreement with Azimuth Ltd., an exploration and production company incorporated in Bermuda and jointly owned by Seacrest Capital Ltd. and Petroleum Geo-Services ASA. By terms of the agreement, Azimuth has subscribed for C$3 million of BVI company's private placement announced in December 2011.
Pursuant to this agreement, Azimuth will acquire 20% working interest in each of Eco Atlantic's offshore Namibia licenses, in return for funding 40% of the cost of 3D seismic surveys. The assignment of a 20% working interest in the Licenses to Azimuth is subject to a number of conditions, including the approval of Namibia's Ministry of Mines and Energy and the completion of a definitive farm-in agreement.
Currently, Eco Atlantic holds a 90% working interest in the Namibian Licenses, through its wholly-owned subsidiary Eco Oil and Gas Namibia (PTY) Ltd. and NAMCOR, the Namibian national oil and gas company, is the holder of 10% working interest. As a result of this transaction, Eco Namibia will have 70% interest, Azimuth will own 20% interest. Eco Atlantic, through the project management group of Kinley Exploration and Azimuth, will be responsible for designing, sourcing and operating all aspects of the 3D seismic program.
Thursday, December 29, 2011
Thursday, December 22, 2011
Giga Capital Corporation Signed LOI with the BVI company
A capital pool company Giga Capital Corporation signed a letter of intent dated November 28, 2011 with Chang Li Holdings Ltd., which is incorporated in the British Virgin Islands and has an office in Hong Kong. The agreement concerns the proposed acquisition of all the issued and outstanding shares of Tongli Enterprises Development (HK) Company Ltd., the wholly-owned subsidiary of the BVI company, incorporated under the laws of Hong Kong.
Tongli is involved in the business of the market development and sales of neodymium iron boron (NdFeB) rare earth permanent magnetic materials and devices, which are necessary for computers, mobile phones, most audio and video equipment, generators and medical equipment.
It is provided by the LOI that the currently issued and outstanding 7,660,000 Common Shares of Giga Capital Corporation will be consolidated on a 5 for 1 basis. The consolidation was approved by the shareholders of the corporation.
Tongli is involved in the business of the market development and sales of neodymium iron boron (NdFeB) rare earth permanent magnetic materials and devices, which are necessary for computers, mobile phones, most audio and video equipment, generators and medical equipment.
It is provided by the LOI that the currently issued and outstanding 7,660,000 Common Shares of Giga Capital Corporation will be consolidated on a 5 for 1 basis. The consolidation was approved by the shareholders of the corporation.
Friday, December 16, 2011
BVI company completes acquisition transaction
Emerging Metals Limited, a British Virgin Islands company working in the industry of minor metals and rare earth elements, announced that in the beginning of December it has exercised its option to acquire all of the issued and to be issued ordinary shares of Ferrum Resources Limited, a private iron ore exploration and mining company also registered in BVI. Prior to the announcements made in June 2011 and subsequently, Ferrum Resources was 37.23 per cent associate of Emerging Metals, so now, upon having acquired some 62.77 per cent of it, Emerging Metals holds full stock of Ferrum Resources.
The acquisition will involve the issue of 316,574,265 new ordinary shares of no par value at Emerging Metals Limited, with an aggregate value of approximately £4.9 million. Additionally, Emerging Metals Limited will grant warrants over a further of 57,280,000 of its new ordinary shares, each for a term of five years and with an exercise price per share of 4.88 pence, and options over a further 5,012,000 new ordinary shares in respect of Ferrum employee options.
This transaction will constitute a reverse takeover under the AIM rules.
The acquisition will involve the issue of 316,574,265 new ordinary shares of no par value at Emerging Metals Limited, with an aggregate value of approximately £4.9 million. Additionally, Emerging Metals Limited will grant warrants over a further of 57,280,000 of its new ordinary shares, each for a term of five years and with an exercise price per share of 4.88 pence, and options over a further 5,012,000 new ordinary shares in respect of Ferrum employee options.
This transaction will constitute a reverse takeover under the AIM rules.
Saturday, December 10, 2011
Living 3D Holdings, Inc. acquires BVI company
China-based media technology corporation Living 3D Holdings, Inc. announced that it has acquired privately held company Living 3D Holdings, Ltd., which is focused on the marketing and sale of 3D image display devices in China.
Living 3D Holdings, which was incorporated on June 23, 2008 in the British Virgin Islands, became a wholly-owned subsidiary of Chinese company on December 8, 2011, when its shareholders purchased 3,627,426 shares of common stock from company's shareholders, and exchanged all of their shares in Living 3D for 62,590,880 shares of common stock of Living 3D Holdings, Inc.
After the transactions, the shareholders of Living 3D own approximately 95% of the company's issued and outstanding common stock.
Living 3D Holdings, which was incorporated on June 23, 2008 in the British Virgin Islands, became a wholly-owned subsidiary of Chinese company on December 8, 2011, when its shareholders purchased 3,627,426 shares of common stock from company's shareholders, and exchanged all of their shares in Living 3D for 62,590,880 shares of common stock of Living 3D Holdings, Inc.
After the transactions, the shareholders of Living 3D own approximately 95% of the company's issued and outstanding common stock.
Wednesday, November 30, 2011
BVI company provides 1.5 million financing to Modern Mobility Aids Inc
Modern Mobility Aids Inc., a company engaged in the acquisition of companies in the Bio-Pharma sector, has confirmed the receipt of financing from First Capital Invest Corp (FCIC), a BVI company incorporated under the laws of the British Virgin Islands. Modern Mobility Aids required financing to execute closing agreement to acquire all of the common stock of Canadian molecular diagnostics company LumiGene Technologies Inc.
The acquisition deal is to be closed on 30 November 2011. The term of FCIC engagement with Modern Mobility Aids has commenced on 22 November 2011, and shall provide a term of one year after each draw. Initial draw of USD0.5 million is provided before 28 November 2011. The engagement also has facilities for additional draws of USD 0.25 million each month thereafter, as required, up to the maximum of USD 1.5 million.
First Capital Invest is headquartered in Zollikon, Switzerland.
The acquisition deal is to be closed on 30 November 2011. The term of FCIC engagement with Modern Mobility Aids has commenced on 22 November 2011, and shall provide a term of one year after each draw. Initial draw of USD0.5 million is provided before 28 November 2011. The engagement also has facilities for additional draws of USD 0.25 million each month thereafter, as required, up to the maximum of USD 1.5 million.
First Capital Invest is headquartered in Zollikon, Switzerland.
Wednesday, November 23, 2011
Chinese company enters into definitive agreement with BVI-registered Premium Lead Company Limited
On 22 November, 2011, Cayman Islands-incorporated Shanda Interactive Entertainment Limited, a leading interactive entertainment media company in China, entered into an Agreement and Plan of Merger with the British Virgin Islands-registered Premium Lead Company Limited and New Era Investment Holdings, a newly-formed exempted company with limited liability, incorporated in the Cayman Islands.
By terms of the agreement, the BVI company will acquire Shanda Interactive for the price of US$20.675 per ordinary share or US$41.35 per American Depositary Share, each representing two ordinary shares. The transaction values Shanda's equity at approximately US$2.3 billion on a fully diluted basis.
The BVI company is jointly owned by Mr. Tianqiao Chen, who is the Chairman of the Board, CEO and President of Shanda, his wife Ms. Qian Qian Chrissy Luo, who is a non-executive director of Shanda, and his brother Mr. Danian Chen, who is the Chief Operating Officer and a director of Shanda. New Era Investment Holding Ltd. is a direct wholly owned subsidiary of the BVI-domiciled Premium Lead Company Limited.
Pursuant to the Merger Agreement, New Era Investment Holdings will be merged with and into Shanda, which will become a wholly-owned subsidiary of the BVI company; each of Shanda's ordianry shares issued and outstanding prior to the time of the merger will be converted into the right to receive US$20.675 in cash per ordinary share without interest.
Currently the transaction is expected to close before the end of the first quarter 2012. In case the transaction is completed, Shanda will become privately-held, and will be delisted from the NASDAQ Global Select Market.
By terms of the agreement, the BVI company will acquire Shanda Interactive for the price of US$20.675 per ordinary share or US$41.35 per American Depositary Share, each representing two ordinary shares. The transaction values Shanda's equity at approximately US$2.3 billion on a fully diluted basis.
The BVI company is jointly owned by Mr. Tianqiao Chen, who is the Chairman of the Board, CEO and President of Shanda, his wife Ms. Qian Qian Chrissy Luo, who is a non-executive director of Shanda, and his brother Mr. Danian Chen, who is the Chief Operating Officer and a director of Shanda. New Era Investment Holding Ltd. is a direct wholly owned subsidiary of the BVI-domiciled Premium Lead Company Limited.
Pursuant to the Merger Agreement, New Era Investment Holdings will be merged with and into Shanda, which will become a wholly-owned subsidiary of the BVI company; each of Shanda's ordianry shares issued and outstanding prior to the time of the merger will be converted into the right to receive US$20.675 in cash per ordinary share without interest.
Currently the transaction is expected to close before the end of the first quarter 2012. In case the transaction is completed, Shanda will become privately-held, and will be delisted from the NASDAQ Global Select Market.
Wednesday, November 2, 2011
WPP increases investment in BVI-registered Leading Smart Holdings
The international media communications giant WPP has increased its investment in the British Virgin Islands-incorporated Leading Smart Holdings, which has a controlling interest in the parent company of Chinese digital advertising measurement firm Moment Systems. Moment Systems was founded in 2006 in Beijing and employs 140 people, up from 90 people in July 2010.
The digital arm of UK-based advertising company, WPP Digital, first acquired minority stake in the BVI company in July 2010, and it has now participated in a round of fundraising alongside other investors.
WPP claimed Greater China is currently its fourth largest market with revenues (including associates) of over US$1bn and digital revenues of over US$200m.
The digital arm of UK-based advertising company, WPP Digital, first acquired minority stake in the BVI company in July 2010, and it has now participated in a round of fundraising alongside other investors.
WPP claimed Greater China is currently its fourth largest market with revenues (including associates) of over US$1bn and digital revenues of over US$200m.
Friday, October 21, 2011
Belizean bank demerges its non-Belizean businesses into BVI company
The board of Belize bank BCB Holdings Ltd., listed on the Bermuda Stock Exchange, has proposed the reorganisation of the company to its shareholders.
The proposed reorganization is through the demerger of company's non-Belizean businesses into a company Waterloo Investment Holdings Ltd., which was recently incorporated in the British Virgin Islands as the new holding company for the non-Belizean businesses.
The company intends to demerge via a declaration and payment of a dividend by BCB Holdings to shareholders, followed by a capital reduction and repayment to those shareholders satisfied by the transfer of the non-Belizean businesses and the new loan note to Waterloo.
The proposed reorganization is through the demerger of company's non-Belizean businesses into a company Waterloo Investment Holdings Ltd., which was recently incorporated in the British Virgin Islands as the new holding company for the non-Belizean businesses.
The company intends to demerge via a declaration and payment of a dividend by BCB Holdings to shareholders, followed by a capital reduction and repayment to those shareholders satisfied by the transfer of the non-Belizean businesses and the new loan note to Waterloo.
Monday, October 10, 2011
Polo Resources Completes investment in Canadian company's assets
The British Virgin Islands-registered company Polo Resources Limited made an announcement that it has completed the acquisition of 51% interest in Nimini Holdings Limited, which owns AXMIN Inc.'s Sierra Leone Gold assets, for a cash consideration of US$7.5 million. Both Polo Resources and AXMIN now hold a 51% and 49% interest, respectively, in Nimini, which is a private British Virgin Islands company, holding 100% interest in the Sierra Leone Gold assets.
Under the terms of the deal, Polo is to solely fund the first US$2 million of the project exploration expenditures after which both parties are to jointly fund exploration expenditures on a pro rata basis. The parties who choose not to participate will face dilution of their respective interest in the project.
Executive Co-Chairman of Polo Resources, Mr. Neil L. Herbert, commented saying that these gold projects have a substantial resource upside potential and are a significant value opportunity for the company.
AXMIN Inc. is a Canadian exploration and development company working in Central and West Africa, having projects in Central African Republic, Mali, Mozambique, Sierra Leone and Senegal. The company is listed on the Toronto Stock Exchange.
Under the terms of the deal, Polo is to solely fund the first US$2 million of the project exploration expenditures after which both parties are to jointly fund exploration expenditures on a pro rata basis. The parties who choose not to participate will face dilution of their respective interest in the project.
Executive Co-Chairman of Polo Resources, Mr. Neil L. Herbert, commented saying that these gold projects have a substantial resource upside potential and are a significant value opportunity for the company.
AXMIN Inc. is a Canadian exploration and development company working in Central and West Africa, having projects in Central African Republic, Mali, Mozambique, Sierra Leone and Senegal. The company is listed on the Toronto Stock Exchange.
Friday, September 30, 2011
China Security & Surveillance Technology, Inc. to sign merger agreement with BVI company
China Security & Surveillance Technology, Inc., the company providing integrated surveillance and safety solutions in China, announced that at the annual meeting of the company its stockholders voted in favor of the proposal to adopt the previously announced Amended and Restated Agreement and Plan of Merger by and among the British Virgin Islands company Rightmark Holdings Limited, a Delaware corporation Rightmark Merger Sub Limited, which is wholly owned and direct subsidiary of the BVI company, and by China Security and Mr. Guoshen Tu. Pursuant to the Plan of Merger, BVI company's subsidiary will be merged with and into China Security, which will remain as a wholly owned subsidiary of Rightmark Holdings Limited.
The result of the merger is China Security becoming a privately held company, and its common stock would be delisted from the New York Stock Exchange.
The result of the merger is China Security becoming a privately held company, and its common stock would be delisted from the New York Stock Exchange.
Tuesday, September 20, 2011
Blue Zen signs LOI with BVI-registered mineral exploration company
Blue Zen Memorial Parks Inc., a company that specializes in the investment, development and management of real estate developments in China, signed a Letter of Intent with International Natural Resources Ltd., a mining company incorporated in the British Virgin Islands. Under the terms of the LOI, which was signed by the companies with respect to the business of copper and gold mineral exploration and development, Blue Zen Memorial Parks will purchase from the BVI-registered International Natural Resources the controlling shares of Edge Brilliant Holdings Ltd., a company also incorporated in the British Virgin Islands, in exchange for 22,500,000 of its common shares.
Edge Brilliant Holdings is in the process of acquiring up to 80% in AIM Co., which, in turn, holds all the rights, licenses and permits related to the business of mineral exploration and development in Mongolia and in the other countries.
The closing of the Proposed Transaction is intended to occur on or before February 29, 2012. Closing of the Transaction will be subject to, among others, the signature of a definitive agreement between Blue Zen and the BVI company, and the obtaining of all requisite regulatory and shareholder approvals, all consents and approvals to the change of control of EBH and AIM Co.
As a result of the closing of the Proposed Transaction, it is expected that Blue Zen will have 58,901,420 shares issued and outstanding, of which Blue Zen's public shareholders will hold 13,901,420 shares (23.6% of the total shares).
Edge Brilliant Holdings is in the process of acquiring up to 80% in AIM Co., which, in turn, holds all the rights, licenses and permits related to the business of mineral exploration and development in Mongolia and in the other countries.
The closing of the Proposed Transaction is intended to occur on or before February 29, 2012. Closing of the Transaction will be subject to, among others, the signature of a definitive agreement between Blue Zen and the BVI company, and the obtaining of all requisite regulatory and shareholder approvals, all consents and approvals to the change of control of EBH and AIM Co.
As a result of the closing of the Proposed Transaction, it is expected that Blue Zen will have 58,901,420 shares issued and outstanding, of which Blue Zen's public shareholders will hold 13,901,420 shares (23.6% of the total shares).
Thursday, September 8, 2011
Goldbard received TSXV approval for its Business Combination with the BVI company
Goldbard Capital Corporation, which in June entered into an arm's length Business Combination Agreement with the British Virgin Islands-registered company Eco Oil & Gas Ltd., announced that it has received conditional approval for this business combination from the TSX Venture Exchange.
Under the terms of the business combination, the BVI company will, subject to certain conditions, become a wholly owned subsidiary of Goldbard. This business combination will constitute a reverse takeover of Goldbard.
Closing of the business combination is expected to occur after the receipt of Goldbard shareholder approval, which is being sought at a special meeting of the shareholders to be held on September 26, 2011.
Under the terms of the business combination, the BVI company will, subject to certain conditions, become a wholly owned subsidiary of Goldbard. This business combination will constitute a reverse takeover of Goldbard.
Closing of the business combination is expected to occur after the receipt of Goldbard shareholder approval, which is being sought at a special meeting of the shareholders to be held on September 26, 2011.
Tuesday, August 30, 2011
Russian steel company acquired full stock of the BVI company
OJSC Magnitogorskiy Metallurgicheskiy Kombinat (MMK), which is one of the largest world steel manufacturers leading in Russia's iron and steel industry, became the owner of 100% of shares of Great Plans Company Limited, incorporated under the British Virgin Islands law. The statement regarding the establishment of the affiliated company and in respect of termination of the basis of control over the company was issued on August 5, 2011.
The assets of OJSC Magnitogorskiy Metallurgicheskiy Kombinat in Russia are a large iron and steel complex that encompasses the entire production chain. MMK produces a great variety of metal products with prevalence of greatest added value. In 2010, MMK produced 11.4 million tons of steel and 10.4 million tons of finished metal products.
The assets of OJSC Magnitogorskiy Metallurgicheskiy Kombinat in Russia are a large iron and steel complex that encompasses the entire production chain. MMK produces a great variety of metal products with prevalence of greatest added value. In 2010, MMK produced 11.4 million tons of steel and 10.4 million tons of finished metal products.
Monday, August 22, 2011
Aventura Resorts enters into merger with BVI-based Interich International Ltd
Aventura Resorts, Inc. announced the change of name to Borneo Resource Investments Ltd., as part of reverse stock split and merger. After the name change, Borneo Resource Investments will implement a 1:100 reverse stock split of its common stock and will issue one share of common stock for every 100 common shares owned before the reverse stock split, and will have 3,167,269 shares outstanding before the merger.
Also, following the reverse stock split, a wholly-owned subsidiary of Borneo Resource Investments will enter into a merger with the British Virgin Islands-registered Interich International Limited, which has been granted exclusive exploration and development rights for up to 6,000 hectares of a coal reserve in Indonesia. As a result of this transaction, the BVI company will receive 60,178,073 shares of Borneo Resource Investments common stock and will be the owner 95% of the outstanding common stock.
After the merger, the BVI company will become a subsidiary of Borneo Resource Investments. Before the merger, officers and directors of Borneo Resource Investments will resign, and the president of Interich International Limited will be appointed as the CEO of Borneo Resource Investments.
Also, following the reverse stock split, a wholly-owned subsidiary of Borneo Resource Investments will enter into a merger with the British Virgin Islands-registered Interich International Limited, which has been granted exclusive exploration and development rights for up to 6,000 hectares of a coal reserve in Indonesia. As a result of this transaction, the BVI company will receive 60,178,073 shares of Borneo Resource Investments common stock and will be the owner 95% of the outstanding common stock.
After the merger, the BVI company will become a subsidiary of Borneo Resource Investments. Before the merger, officers and directors of Borneo Resource Investments will resign, and the president of Interich International Limited will be appointed as the CEO of Borneo Resource Investments.
Friday, August 12, 2011
Global Pharm Holdings Group completed acquisition of BVI company
Global Pharm Holdings Group, Inc., China-incorporated growing vertically integrated pharmaceutical company engaged in distribution of pharmaceutical-related products through its subsidiaries in Anhui, Jilin and Shandong provinces, announced that in the beginning of August it entered into a share purchase agreement with each of eight shareholders, and completed the acquisition transaction. Pursuant to the acquisition agreement, the sellers agreed to sell and the company agreed to purchase 50,000 ordinary shares in the British Virgin Islands-registered company Pacific Asia Pharm Investment Group Co., Limited, which represents the entire issued share capital of Pacific Asia Pharm.
The consideration for the sale shares is US$42,000,000, to be paid in full by Global Pharm by issuing the consideration shares to the sellers within 90 days after the closing date (as defined under the acquisition agreement). The number of the consideration shares to be issued to the sellers shall be equal to US$42,000,000 divided by the fair market value of Global Pharm's issued and outstanding common stock. With the completion of this acquisition, the BVI company becomes a wholly owned subsidiary of Global Pharm Holdings Group.
On the date of the acquisition agreement, Global Pharm and the sellers also entered into a share pledge agreement pursuant to which the sellers pledge 10% of the consideration shares to Global Pharm.
The BVI-registered Pacific Asia Pharm is the owner of 100% equity interest of Hong Kong Rich Fortune Chain Drugstores Assets Management Co., Ltd., a HK company who owns 100% equity interest of Guangzhou Hairui Xiexin Investment Consulting Co., Ltd.
The consideration for the sale shares is US$42,000,000, to be paid in full by Global Pharm by issuing the consideration shares to the sellers within 90 days after the closing date (as defined under the acquisition agreement). The number of the consideration shares to be issued to the sellers shall be equal to US$42,000,000 divided by the fair market value of Global Pharm's issued and outstanding common stock. With the completion of this acquisition, the BVI company becomes a wholly owned subsidiary of Global Pharm Holdings Group.
On the date of the acquisition agreement, Global Pharm and the sellers also entered into a share pledge agreement pursuant to which the sellers pledge 10% of the consideration shares to Global Pharm.
The BVI-registered Pacific Asia Pharm is the owner of 100% equity interest of Hong Kong Rich Fortune Chain Drugstores Assets Management Co., Ltd., a HK company who owns 100% equity interest of Guangzhou Hairui Xiexin Investment Consulting Co., Ltd.
Tuesday, August 2, 2011
Shionogi signs share purchase agreement with BVI company
Shionogi & Co., Ltd., based in Osaka, Leo Star Development Limited, the British Virgin Islands-incorporated company, which is the largest shareholder of the China-based Singapore listed company, C&O Pharmaceutical Technology (Holdings) Limited, incorporated in the Bermuda Islands, and Gao Bin, executive director, vice chairman and general manager of C&O Pharmaceutical Technology Limited, have entered into agreement. By terms of this agreement, Shionogi will acquire 160, 312, 000 shares of C&O, out of 193, 480,000 C&O shares held by Leo Star and Gao Bin. This makes about 24.17% from 29.17% of the total shares issued in C&O and held by the BVI company and executive director of C&O.
After the transaction, Shionogi will conduct a general offer with an intention to make C&O into Shionogi's subsidiary. Total consideration for the transaction and the general offer is expected to be approximately S$219 million at the offer price of S$0.50 for each C&O share.
Gao Bin will remain as executive director, vice chairman and general manager of C&O, and will continue to hold his remaining about 5% of the total shares issued in C&O indirectly, through the BVI-registered Leo Star. Also, Shionogi intends to jointly operate C&O with Sumitomo Corporation, which holds about 29% of C&O shares.
C&O Pharmaceutical Technology (Holdings) Limited manages a group of companies engaged in R&D, manufacturing, import and distribution of pharmaceuticals products in China.
After the transaction, Shionogi will conduct a general offer with an intention to make C&O into Shionogi's subsidiary. Total consideration for the transaction and the general offer is expected to be approximately S$219 million at the offer price of S$0.50 for each C&O share.
Gao Bin will remain as executive director, vice chairman and general manager of C&O, and will continue to hold his remaining about 5% of the total shares issued in C&O indirectly, through the BVI-registered Leo Star. Also, Shionogi intends to jointly operate C&O with Sumitomo Corporation, which holds about 29% of C&O shares.
C&O Pharmaceutical Technology (Holdings) Limited manages a group of companies engaged in R&D, manufacturing, import and distribution of pharmaceuticals products in China.
Monday, July 18, 2011
Emerging Metals announced completion of investment of its BVI-based associate
British Virgin Islands-incorporated company Emerging Metals Limited, engaged in the industry of minor metals and rare earth elements, announced that the agreement by Ferrum Resources Limited, which is its 37.23 per cent associate and a private company established in 2010 in the BVI, to subscribe for new shares in CMC Guernsey Limited, constituting 63.53 per cent of its issued shares for a cash consideration of US$13.5 million, has completed.
After regulatory approval of Cameroon, approving the transfer of shares to CMC Guernsey, has been received, CMC Guernsey owns six iron ore licenses in Cameroon, through a 95 percent owned subsidiary. These licences comprise six permits for the exclusive rights to explore for iron ore and related substances. The licences were granted in September-October 2010, and are valid for three years.
By words of Stephen Dattels, Co Chairman of Emerging Metals, “The investment by Ferrum in CMC Guernsey is a very positive development for the Company and Ferrum.”
After regulatory approval of Cameroon, approving the transfer of shares to CMC Guernsey, has been received, CMC Guernsey owns six iron ore licenses in Cameroon, through a 95 percent owned subsidiary. These licences comprise six permits for the exclusive rights to explore for iron ore and related substances. The licences were granted in September-October 2010, and are valid for three years.
By words of Stephen Dattels, Co Chairman of Emerging Metals, “The investment by Ferrum in CMC Guernsey is a very positive development for the Company and Ferrum.”
Tuesday, July 5, 2011
BVI-registered Eco Oil & Gas Ltd entered into agreement with Goldbard Capital Corporation
Goldbard Capital Corporation, a publicly traded company listed on the TSX Venture Exchange and pursuing exploration and development opportunities within the resource sectors, announced some time ago that it has entered into an arm's length binding Business Combination Agreement with the British Virgin Islands company Eco Oil & Gas Ltd., focused on oil and gas exploration projects in Africa. After the business combination, which will constitute a reverse takeover of Goldbard under the exchange policies, Eco will become a wholly owned subsidiary of Goldbard.
Pursuant to the agreement, Goldbard formed a new corporation Goldbard Resources Inc., which is a wholly-owned subsidiary of Goldbard and is incorporated under the law of BVI, for the purpose of amalgamation with Eco.
Upon the combination of Eco Oil & Gas Ltd. and Goldbard Resources Inc., holders of ordinary shares in the capital of Eco will be entitled to get 1.25303867 Consolidated Shares for each one Eco Share. The foregoing Consolidated Shares will be issued at a deemed issuance price of US$0.50 per share.
Upon closing of the reverse takeover, Goldbard will issue 45,360,000 Consolidated Shares to the holders of Eco shares and replacement warrants to holders of Eco Warrants that entitle them to acquire 3,759,116 Consolidated Shares.
At the meeting of shareholders of Goldbard, shareholders will be asked to approve a continuance of Goldbard to British Columbia, and a change of the Resulting Issuer's name to "Eco (Atlantic) Oil & Gas Ltd."
Pursuant to the agreement, Goldbard formed a new corporation Goldbard Resources Inc., which is a wholly-owned subsidiary of Goldbard and is incorporated under the law of BVI, for the purpose of amalgamation with Eco.
Upon the combination of Eco Oil & Gas Ltd. and Goldbard Resources Inc., holders of ordinary shares in the capital of Eco will be entitled to get 1.25303867 Consolidated Shares for each one Eco Share. The foregoing Consolidated Shares will be issued at a deemed issuance price of US$0.50 per share.
Upon closing of the reverse takeover, Goldbard will issue 45,360,000 Consolidated Shares to the holders of Eco shares and replacement warrants to holders of Eco Warrants that entitle them to acquire 3,759,116 Consolidated Shares.
At the meeting of shareholders of Goldbard, shareholders will be asked to approve a continuance of Goldbard to British Columbia, and a change of the Resulting Issuer's name to "Eco (Atlantic) Oil & Gas Ltd."
Tuesday, June 28, 2011
China Security & Surveillance Technology to continue private transaction with BVI company and its subsidiaries
China Security & Surveillance Technology, Inc. (CSST), China-based company providing integrated surveillance and safety solutions, received an approval notice from the Dubai Financial Services Authority for its application for a waiver from the provisions of the DFSA Takeover Rules Module.
The company applied for the waiver in order to proceed with the going private transaction contemplated by the Amended and Restated Agreement and Plan of Merger with the following companies: the British Virgin Islands-registered company Rightmark Holdings Limited, which is the wholly owned subsidiary of another BVI company, Intelligent One Limited, wholly owned by CSST's chairman and CEO Mr. Guoshen Tu; and Rightmark Merger Sub Limited, Delaware-incorporated company wholly owned by the BVI-based Rightmark and Mr. Guoshen Tu.
The waiver will remain effective provided that the company's common stock remains suspended from trading on Nasdaq Dubai. CSST's common stock has been suspended from the official list of Nasdaq Dubai since May 22, 2011, after the company had notified in writing of its intention to voluntarily delist its securities. It is expected to be completely delisted on or about July 21, 2011.
The company applied for the waiver in order to proceed with the going private transaction contemplated by the Amended and Restated Agreement and Plan of Merger with the following companies: the British Virgin Islands-registered company Rightmark Holdings Limited, which is the wholly owned subsidiary of another BVI company, Intelligent One Limited, wholly owned by CSST's chairman and CEO Mr. Guoshen Tu; and Rightmark Merger Sub Limited, Delaware-incorporated company wholly owned by the BVI-based Rightmark and Mr. Guoshen Tu.
The waiver will remain effective provided that the company's common stock remains suspended from trading on Nasdaq Dubai. CSST's common stock has been suspended from the official list of Nasdaq Dubai since May 22, 2011, after the company had notified in writing of its intention to voluntarily delist its securities. It is expected to be completely delisted on or about July 21, 2011.
Monday, June 13, 2011
Goldbard Capital Corporation announced business combination with BVI company
The TSX-listed company Goldbard Capital Corporation entered into an arm's length binding Business Combination Agreement with Eco Oil & Gas Ltd., a non-reporting issuing company domiciled in the British Virgin Islands. Under the terms of this agreement, Eco Oil will become a wholly owned subsidiary of Goldbard, subject to a number of conditions. The business combination will constitute a reverse take-over of Goldbard under the policies of the exchange.
Pursuant to the agreement, Goldbard formed a new corporation for the purpose of amalgamating with the BVI-registered Eco Oil. As a condition of the transaction, Goldbard will hold shareholders meeting to approve the RTO pursuant to the rules and policies of the Exchange. Shareholders will also be asked to approve a consolidation of the common shares of Goldbard on the basis of 2.5 old shares for 1 new share, and to approve a continuance of Goldbard to British Columbia, and a change of the Resulting Issuer's name to "Eco (Atlantic) Oil & Gas Ltd.".
Goldbard Resources Inc. is a wholly-owned subsidiary of Goldbard, also incorporated under the British Virgin Islands law.
Upon the combination of Eco and Goldbard Resources Inc., holders of ordinary shares in Eco capital will receive 1.25303867 consolidated shares for each share of the BVI company, at a deemed price of US$0.50 per one consolidated share.
Upon closing of the RTO Goldbard will issue 45,360,000 consolidated shares to the holders of Eco shares and replacement warrants to holders of Eco Warrants, entitling them to purchase 3,759,116 consolidated shares.
Pursuant to the agreement, Goldbard formed a new corporation for the purpose of amalgamating with the BVI-registered Eco Oil. As a condition of the transaction, Goldbard will hold shareholders meeting to approve the RTO pursuant to the rules and policies of the Exchange. Shareholders will also be asked to approve a consolidation of the common shares of Goldbard on the basis of 2.5 old shares for 1 new share, and to approve a continuance of Goldbard to British Columbia, and a change of the Resulting Issuer's name to "Eco (Atlantic) Oil & Gas Ltd.".
Goldbard Resources Inc. is a wholly-owned subsidiary of Goldbard, also incorporated under the British Virgin Islands law.
Upon the combination of Eco and Goldbard Resources Inc., holders of ordinary shares in Eco capital will receive 1.25303867 consolidated shares for each share of the BVI company, at a deemed price of US$0.50 per one consolidated share.
Upon closing of the RTO Goldbard will issue 45,360,000 consolidated shares to the holders of Eco shares and replacement warrants to holders of Eco Warrants, entitling them to purchase 3,759,116 consolidated shares.
Wednesday, June 1, 2011
SMSA Treemont Acquisition Corp. merges with BVI company
Texas-based SMSA Treemont Acquisition Corp. announced that it had consummated a Share Exchange Agreement with the British Virgin Islands company Xiangrui Pharmaceutical International Limited (XPI) and its sole shareholder.
According to the agreement, SMSA acquired 100% of the issued and outstanding capital stock of XPI from its shareholder, which now owns approximately 93% of the 13,294,500 issued and outstanding shares of SMSA. Additionally, designees of XPI's sole shareholder took director and officer positions with SMSA. SMSA will succeed to the business of XPI and its affiliated companies.
Mr. Guangyin Meng, the new Chairman of SMSA, stated that the transaction has given to the company the access to the U.S. capital markets, with the intent of capitalizing on significant growth opportunities.
BVI-registered XPI, through its operating subsidiaries and VIE relationships, is a producer of pharmaceutical and food-grade refined corn products for the Chinese market.
According to the agreement, SMSA acquired 100% of the issued and outstanding capital stock of XPI from its shareholder, which now owns approximately 93% of the 13,294,500 issued and outstanding shares of SMSA. Additionally, designees of XPI's sole shareholder took director and officer positions with SMSA. SMSA will succeed to the business of XPI and its affiliated companies.
Mr. Guangyin Meng, the new Chairman of SMSA, stated that the transaction has given to the company the access to the U.S. capital markets, with the intent of capitalizing on significant growth opportunities.
BVI-registered XPI, through its operating subsidiaries and VIE relationships, is a producer of pharmaceutical and food-grade refined corn products for the Chinese market.
Wednesday, May 18, 2011
BVI company acquires 700,000 shares of NSGold Corporation
British Virgin Islands-based private corporation Van Hoof Industrial Holdings Ltd. announced that it had acquired 700,000 common shares of NSGold Corporation, at a price of C$0.50 per share, for total consideration of C$350,000, upon the exercise by the BVI corporation of 700,000 common share purchase warrants.
About a year ago, Van Hoof Industrial Holdings acquired the ownership of 9,601,600 common shares of NSGold Corporation, which represented 31.89% of the full stock of its common shares. The common shares acquired on May 16, 2011 represent 2.14% of the 32,712,277 common shares of NSGold Corporation, both issued and outstanding. Upon the exercise of the warrants, Van Hoof Industrial Holdings Ltd. owns and controls 10,833,100 common shares of NSGold Corporation, representing 33.12% of its issued and outstanding common shares, and does not own or control any common share purchase warrants of NSGold Corporation.
Van Hoof Industrial Holdings Ltd. acquired the shares of NSGold Corporation for investment purposes. The British Virgin Islands-based is controlled by Johannes H.C. van Hoof, Chairman and director of NSGold Corporation.
About a year ago, Van Hoof Industrial Holdings acquired the ownership of 9,601,600 common shares of NSGold Corporation, which represented 31.89% of the full stock of its common shares. The common shares acquired on May 16, 2011 represent 2.14% of the 32,712,277 common shares of NSGold Corporation, both issued and outstanding. Upon the exercise of the warrants, Van Hoof Industrial Holdings Ltd. owns and controls 10,833,100 common shares of NSGold Corporation, representing 33.12% of its issued and outstanding common shares, and does not own or control any common share purchase warrants of NSGold Corporation.
Van Hoof Industrial Holdings Ltd. acquired the shares of NSGold Corporation for investment purposes. The British Virgin Islands-based is controlled by Johannes H.C. van Hoof, Chairman and director of NSGold Corporation.
Friday, May 6, 2011
BVI-registered company purchased shares of Armenian network of supermarkets
British Virgin Islands-registered company Viest Assets Ltd. purchased 100% shares of “STAR” supermarkets in Armenia. The BVI company is based on the Armenian capital but the owner of the company is not named.
Previously, one of the main shareholders of STAR have been European Bank of Reconstruction and Development (EBRD) with the share of 28.3%.
According to company's executive director, after re-branding the policy of the company will be changed, particularly the prices and service. The company plans to move from low-price to middle segment, and to open 10-12 new shops of STAR in Yerevan and the surrounding areas.
Currently the network of supermarkets STAR includes 18 shops. Company's turnover in 2010 was 18 billion drams.
Re-branding process will be completed by mid-2012.
Previously, one of the main shareholders of STAR have been European Bank of Reconstruction and Development (EBRD) with the share of 28.3%.
According to company's executive director, after re-branding the policy of the company will be changed, particularly the prices and service. The company plans to move from low-price to middle segment, and to open 10-12 new shops of STAR in Yerevan and the surrounding areas.
Currently the network of supermarkets STAR includes 18 shops. Company's turnover in 2010 was 18 billion drams.
Re-branding process will be completed by mid-2012.
Tuesday, April 26, 2011
Chinese company sells interest in its controlled BVI subsidiary
ChipMOS Technologies Ltd., the company incorporated in Bermuda and operating in Mainland China, announced that it will sell the notes of its controlled subsidiary Modern Mind Technology Limited, registered in the British Virgin Islands and wholly owned by another BVI company Jesper Limited. Under the agreement signed on April 22, 2011, ChipMOS will sell the MMT notes to ThaiLin Semiconductor Corp., which is a 42.9%-owned subsidiary of ChipMOS' 84.2% owned subsidiary, ChipMOS Technologies Inc. Proceeds from ThaiLin to ChipMOS will be US$39.95 million.
ChipMOS is managing its Mainland China operations through Modern Mind Technology Limited. According to the Chinese company, this transaction is an additional measure to streamline its corporate structure, designed to improve its profitability and better align with shareholder interests. ChipMOS does not have any equity interest in Modern Mind, it controls the British Virgin Islands through its ownership of the demand notes issued by Modern Mind, convertible into common shares with a controlling equity interest in the company.
Upon the completion of the transaction, ThaiLin is expected to immediately convert the MMT notes into common shares of the BVI company and purchase all of the remaining common shares of Modern Mind from Jesper, ChipMOS Shanghai becoming a wholly-owned subsidiary of ThaiLin.
Chairman and CEO of ChipMOS S.J. Cheng commented on the transaction saying that "This important, streamlining will be an accretive transaction to ChipMOS and will benefit our operating model and margin profile. Post transaction, there will be no change in how we report consolidated revenue from operations. We will continue to evaluate and pursue strategies that can further simplify our structure and increase return for shareholders."
ChipMOS is a leading independent provider of semiconductor testing and assembly services to customers in Taiwan, Japan, and the United States.
ChipMOS is managing its Mainland China operations through Modern Mind Technology Limited. According to the Chinese company, this transaction is an additional measure to streamline its corporate structure, designed to improve its profitability and better align with shareholder interests. ChipMOS does not have any equity interest in Modern Mind, it controls the British Virgin Islands through its ownership of the demand notes issued by Modern Mind, convertible into common shares with a controlling equity interest in the company.
Upon the completion of the transaction, ThaiLin is expected to immediately convert the MMT notes into common shares of the BVI company and purchase all of the remaining common shares of Modern Mind from Jesper, ChipMOS Shanghai becoming a wholly-owned subsidiary of ThaiLin.
Chairman and CEO of ChipMOS S.J. Cheng commented on the transaction saying that "This important, streamlining will be an accretive transaction to ChipMOS and will benefit our operating model and margin profile. Post transaction, there will be no change in how we report consolidated revenue from operations. We will continue to evaluate and pursue strategies that can further simplify our structure and increase return for shareholders."
ChipMOS is a leading independent provider of semiconductor testing and assembly services to customers in Taiwan, Japan, and the United States.
Thursday, April 14, 2011
Canada-based investment company to acquire interest in BVI-registered Kincora Group Limited
On April 14, 2011, Canada-based company Brazilian Diamonds Limited entered into a conditional agreement with Origo Partners PLC with the purpose to acquire Origo's interests in Kincora Group Limited, a closely held private company incorporated in the British Virgin Islands. The principal asset of the BVI company is the Bronze Fox copper/gold project in Mongolia.
Under the terms of the agreement, Brazilian Diamonds will acquire Origo's 25% interest in the BVI-registered Kincora Group, and will have assigned to it Origo's rights to acquire further 50% interest in the BVI company by paying US$6,000,000 and incurring US$6,000,000 in exploration expenditures on the Bronze Fox Project.
As consideration for the 25% interest and the Assignment the Canadian investment company is to issue Origo the number of shares that will cause Origo to hold between 40% and 45% of the fully diluted share capital of Brazilian Diamonds after the Completion Financing.
Completion of the above transactions is subject to Brazilian Diamonds raising through a private placement a minimum of CDN$12,500,000 and a maximum of CDN$15,000,000, on terms to be agreed upon between the company and Origo (the Completion Financing). In addition to the Completion Financing, Brazilian Diamonds proposes to effect a private placement of 16,655,924 shares at a price of C$0.10 per share, to fund the costs of pursuing the transactions contemplated herein and to retire the existing indebtedness of the company.
Origo Partners PLC is the London Stock Exchange-listed private equity investment company focused on growth opportunities created by the industrialization and urbanization processes in People's Republic of China.
Under the terms of the agreement, Brazilian Diamonds will acquire Origo's 25% interest in the BVI-registered Kincora Group, and will have assigned to it Origo's rights to acquire further 50% interest in the BVI company by paying US$6,000,000 and incurring US$6,000,000 in exploration expenditures on the Bronze Fox Project.
As consideration for the 25% interest and the Assignment the Canadian investment company is to issue Origo the number of shares that will cause Origo to hold between 40% and 45% of the fully diluted share capital of Brazilian Diamonds after the Completion Financing.
Completion of the above transactions is subject to Brazilian Diamonds raising through a private placement a minimum of CDN$12,500,000 and a maximum of CDN$15,000,000, on terms to be agreed upon between the company and Origo (the Completion Financing). In addition to the Completion Financing, Brazilian Diamonds proposes to effect a private placement of 16,655,924 shares at a price of C$0.10 per share, to fund the costs of pursuing the transactions contemplated herein and to retire the existing indebtedness of the company.
Origo Partners PLC is the London Stock Exchange-listed private equity investment company focused on growth opportunities created by the industrialization and urbanization processes in People's Republic of China.
Wednesday, March 30, 2011
BVI-registered Polo Resources executes loan agreements with Indonesian companies
Polo Resources Limited, the mining and exploration investment company registered in the British Virgin Islands, announced that it has executed two loan agreements with its partners in Indonesia, EarthCoal and Earth Investment Group, for the procurement of coking coal and iron ore opportunities in Indonesia. Should suitable projects be identified, the BVI company anticipates entering the possible joint venture arrangements.
Polo Resources Ltd has executed a binding convertible loan agreement with Polo IndoCoal Holdings Limited, a company incorporated in the British Virgin Islands. Under the terms of the Coking Coal Loan Agreement, Polo Resources has agreed to advance up to US$3 million in the form of a convertible loan to Polo IndoCoal to fund due diligence and related project development costs in respect of coking coal opportunities in Indonesia.
The loan is available to be drawn down in several tranches, and the outstanding loan sum shall bear no interest. The loan is repayable only with the writing consent of Polo Resources Ltd.
Polo Resources has also agreed identical terms with Earth Investment Group Pte. Ltd. for a convertible loan agreement with another British Virgin Islands-registered company Polo IndoIron Holdings Limited. Under the terms of the Iron Ore Loan Agreement, Polo has again agreed to advance up to US$3 million in the form of a convertible loan to Polo IndoIron to fund due diligence and related project development costs in respect of iron ore opportunities in Indonesia. All terms of the Iron Ore Loan Agreement are the same as for the Coking Coal Loan Agreement.
EarthCoal and Earth Investment Group, Polo's partners in Indonesia, are international private investment firms specializing in developing economies, in Asia and Latin America.
Friday, March 18, 2011
BVI-registered company to purchase Century Mining Corp.
White Tiger Gold, the company based in the British Virgin Islands, announced that it has agreed to purchase Century Mining Corp. in an all-share deal worth about US$742 million. Under the terms of the deal, the BVI company would pay 0.4 of its shares for each Century Mining share.
The main assets of Century Mining Corp. are the Lamaque project in Val d'Or, Que., and the San Juan mine in Peru.
White Tiger is the holder of exploration and mining rights to five large properties in eastern Russia.
The boards of both companies have unanimously approved the deal. It still must be approved by shareholders and regulators.
The main assets of Century Mining Corp. are the Lamaque project in Val d'Or, Que., and the San Juan mine in Peru.
White Tiger is the holder of exploration and mining rights to five large properties in eastern Russia.
The boards of both companies have unanimously approved the deal. It still must be approved by shareholders and regulators.
Saturday, March 5, 2011
CIC Energy announced extension to the date of proposed acquisition
British Virgin Islands-registered company CIC Energy Corp., engaged in the development of the Mmamabula Energy Complex at the Mmamabula Coal Field in Botswana, Africa, announced that it has executed an amendment to the supplementary agreement with Indian power company JSW Energy Limited, dated December 16, 2010, pursuant to which the deadline to complete the proposed acquisition of CIC Energy by JSW has been further extended from March 15, 2011 to May 31, 2011.
Mr Warren Newfield, Chairman and CEO of CIC Energy, said in his comments that the BVI company is continuing to work to fulfill the conditions required for the transaction to close as soon as possible, but no later than May 31st.
JSW is entitled under certain circumstances to a right to match an acquisition proposal received by CIC Energy within six months period following the Outside Date, in case the Supplementary Agreement is terminated as a result of the transaction not closing by the Outside Date. As a result of this Amendment, such right will expire on August 31, 2011.
Mr Warren Newfield, Chairman and CEO of CIC Energy, said in his comments that the BVI company is continuing to work to fulfill the conditions required for the transaction to close as soon as possible, but no later than May 31st.
JSW is entitled under certain circumstances to a right to match an acquisition proposal received by CIC Energy within six months period following the Outside Date, in case the Supplementary Agreement is terminated as a result of the transaction not closing by the Outside Date. As a result of this Amendment, such right will expire on August 31, 2011.
Tuesday, February 22, 2011
U.S. pharmaceutical company entered into merger agreement with subsidiary of the BVI corporation
On February 21, 2011, Detroit-based company developing generic pharmaceuticals Caraco Pharmaceutical Laboratories, Ltd. announced that it entered into a merger agreement with Sun Pharma Global, Inc., a wholly-owned subsidiary of the British Virgin Islands-registered company Sun Pharmaceutical Industries Limited and a newly-formed indirect wholly-owned subsidiary of Sun Pharma incorporated in Michigan, USA. Under the terms of the merger agreement, all shareholders of Caraco other than Sun Pharma and Sun Global will receive a cash payment of US$5.25 per share upon closing the transaction. The BVI company and its wholly-owned subsidiary collectively own 75.8% of Caraco common stock.
Earlier, Sun Pharma and Sun Global had proposed a ”going private” transaction by which Sun Pharma, Sun Global and/or one or more of their affiliates would acquire all of the outstanding shares of Caraco common stock not held by Sun Pharma and Sun Global, for a per share consideration of US$4.75 cash.
Upon completion of the transaction, Caraco will become a privately held company and its common stock will no longer be traded on the NYSE Amex.
Earlier, Sun Pharma and Sun Global had proposed a ”going private” transaction by which Sun Pharma, Sun Global and/or one or more of their affiliates would acquire all of the outstanding shares of Caraco common stock not held by Sun Pharma and Sun Global, for a per share consideration of US$4.75 cash.
Upon completion of the transaction, Caraco will become a privately held company and its common stock will no longer be traded on the NYSE Amex.
Monday, February 7, 2011
Foxpoint Capital announced an update on the proposed Qualifying Transaction with BVI company
A capital pool company Foxpoint Capital Corp. announced that it has entered into an amendment to the non-binding letter of intent signed on November 8, 2010 between Foxpoint and Touchstone Investment Holdings Limited, incorporated under the law of the British Virgin Islands. The amendment extends the term of the letter of intent to April 30, 2011.
The parties to the agreement are progressing the final structuring and execution of a definitive business combination agreement for the transaction which will be structured as a merger between Touchstone and a wholly-onwed subsidiary of Foxpoint. The proposed merger will constitute the Qualifying Transaction.
The BVI company is the 100% indirect owner of the Rio Pescado gold property located in Colombia.
The parties to the agreement are progressing the final structuring and execution of a definitive business combination agreement for the transaction which will be structured as a merger between Touchstone and a wholly-onwed subsidiary of Foxpoint. The proposed merger will constitute the Qualifying Transaction.
The BVI company is the 100% indirect owner of the Rio Pescado gold property located in Colombia.
Wednesday, February 2, 2011
Canada Pacific Capital enters into agreement with BVI-registered corporation
On January 20, a capital pool company Canada Pacific Capital Corp. has entered into a letter of intent, pursuant to which it proposes to acquire all of the issued and outstanding securities of China Freeze-Dry Inc., incorporated under the law of the British Virgin Islands. The BVI company is the indirect owner of China-based company Linyi Shenhe Foodstuff Co., Ltd. Canada Pacific intends for the acquisition of Linyi through the target to constitute its qualifying transaction.
The target is a British Virgin Islands corporation, which is the 100% direct owner of Hong Kong-based Supertown Trading Company Limited (HK). This company, in its turn, is the 100% direct owner of Linyi.
Pursuant to the terms of the letter of intent, Canada Pacific agreed to consolidate, prior to completion of its proposed qualifying transaction, its shares, broker warrants, and options on a 10:1 basis. Currently, the Corporation has 11,600,000 shares, 800,000 broker warrants, and 1,160,000 options outstanding. Post-consolidation, Canada Pacific will have 1,160,000 common shares, 80,000 broker warrants, and 116,000 options outstanding.
Subject to certain terms and conditions, the Corporation intends to acquire all of the 45,000 issued and outstanding common shares of the Target in consideration for a total of 90,251,562 post-consolidation common shares of the Corporation, at a deemed price of US$1.50 per share for a total purchase price of US$135,377,343 representing five times the average operating cash flow of Linyi as indicated in its audited June 30, 2010, 2009 and 2008 financial statements.
The company and Linyi will use best efforts to complete a brokered or non-brokered private placement (or a combination of both) financing on a best effort basis, of up to Cdn$30,000,000 by issuing up to 9,972 additional Target shares with the price of not less than Cdn$3,008.39 per Target share. Up to 9,972 target shares will be exchanged for up to 20,000,000 post-consolidation shares of the Corporation.
The target is a British Virgin Islands corporation, which is the 100% direct owner of Hong Kong-based Supertown Trading Company Limited (HK). This company, in its turn, is the 100% direct owner of Linyi.
Pursuant to the terms of the letter of intent, Canada Pacific agreed to consolidate, prior to completion of its proposed qualifying transaction, its shares, broker warrants, and options on a 10:1 basis. Currently, the Corporation has 11,600,000 shares, 800,000 broker warrants, and 1,160,000 options outstanding. Post-consolidation, Canada Pacific will have 1,160,000 common shares, 80,000 broker warrants, and 116,000 options outstanding.
Subject to certain terms and conditions, the Corporation intends to acquire all of the 45,000 issued and outstanding common shares of the Target in consideration for a total of 90,251,562 post-consolidation common shares of the Corporation, at a deemed price of US$1.50 per share for a total purchase price of US$135,377,343 representing five times the average operating cash flow of Linyi as indicated in its audited June 30, 2010, 2009 and 2008 financial statements.
The company and Linyi will use best efforts to complete a brokered or non-brokered private placement (or a combination of both) financing on a best effort basis, of up to Cdn$30,000,000 by issuing up to 9,972 additional Target shares with the price of not less than Cdn$3,008.39 per Target share. Up to 9,972 target shares will be exchanged for up to 20,000,000 post-consolidation shares of the Corporation.
Wednesday, January 26, 2011
CIC Energy shareholders approve deal with Indian company
Shareholders of CIC Energy Corp., the company registered in the British Virgin Islands and headquartered in Canada, have overwhelmingly voted in favour of its acquisition by the Indian power company JSW Energy. At the special meeting held by the BVI company, the acquisition transaction was approved by about 99.8 per cent of the votes cast. The deal is expected to close by 28 February.
In November 2010, Mumbai-based JSW Energy, which is the independent power arm of the $5 billion JSW Group, had offered to buy CIC Energy for $7.42 per share, valuing it at around Cdn $422 million.
In November 2010, Mumbai-based JSW Energy, which is the independent power arm of the $5 billion JSW Group, had offered to buy CIC Energy for $7.42 per share, valuing it at around Cdn $422 million.
Friday, January 21, 2011
China Wireless Technologies enters into agreement with BVI-incorporated shareholder
China Wireless Technologies Limited ($87.76 million), a Chinese company focused on developing and providing integrated solutions for smartphone sets, mobile data platform systems, and value-added business operations, signed agreement with British Virgin Islands-registered Data Dreamland Holding Limited. Under the terms of this agreement, Data Dreamland, which is a controlling shareholder of China Wireless, will subscribe 150 million new shares at a price of HKD4.55 ($0.59) per share, for gross proceeds of $87.76 million.
The subscription shares represent approximately 7.14% stake of the existing issued share capital of China Wireless, and approximately 6.66% of the issued share capital as enlarged by the allotment and issue of the subscription shares.
The closing of the private placement transaction is expected to occur in February 2011. China Wireless intends to use the net proceeds from the acquisition for its general working capital purposes.
The subscription shares represent approximately 7.14% stake of the existing issued share capital of China Wireless, and approximately 6.66% of the issued share capital as enlarged by the allotment and issue of the subscription shares.
The closing of the private placement transaction is expected to occur in February 2011. China Wireless intends to use the net proceeds from the acquisition for its general working capital purposes.
Thursday, January 6, 2011
Mkango Resources Limited completes acquisition of BVI-registered Lancaster
Mkango Resources Ltd. (formerly Alloy Capital Corp.) announced that it has completed the acquisition of the British Virgin Islands-registered company Lancaster Exploration Limited as its Qualifying Transaction. Prior to the acquisition, Lancaster was a wholly-owned subsidiary of Leo Mining and Exploration Limited, which is also incorporated in the BVI. Lancaster is engaged in exploration for rare earth elements in Africa.
Pursuant to the terms of the Qualifying Transaction, prior to completion of the acquisition and the concurrent private placement, the corporation consolidated its common shares on a 2.5 for 1 basis. Then Mkango Resources issued 19,852,899 common shares at a deemed value of $0.50 per acquisition share to Leominex for all of the issued and outstanding shares of Lancaster, for a purchase price of $9,926,449.50.
The company has entered into a share exchange agreement dated as of October 16, 2010, with the British Virgin Islands-registered Lancaster Exploration and Leo Mining and Exploration Limited. The acquisition of Lancaster was an arm's length transaction.
In conjunction with the acquisition, Mkango Resources issued 4,825,000 units at a price of US$0.50 per unit, pursuant to a brokered private placement for gross proceeds of $2,412,500. In addition, the company completed a non-brokered private placement of 10,696,499 units at a price of $0.50 per unit for total gross proceeds of $5,348,249.50. Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at the exercise price of $0.75 on or before December 20, 2012. The combined brokered and non-brokered offerings were oversubscribed and resulted in gross proceeds of $7,760,749.50, which will be used to complete the proposed exploration program for Mkango, working capital and general corporate purposes.
Pursuant to the terms of the Qualifying Transaction, prior to completion of the acquisition and the concurrent private placement, the corporation consolidated its common shares on a 2.5 for 1 basis. Then Mkango Resources issued 19,852,899 common shares at a deemed value of $0.50 per acquisition share to Leominex for all of the issued and outstanding shares of Lancaster, for a purchase price of $9,926,449.50.
The company has entered into a share exchange agreement dated as of October 16, 2010, with the British Virgin Islands-registered Lancaster Exploration and Leo Mining and Exploration Limited. The acquisition of Lancaster was an arm's length transaction.
In conjunction with the acquisition, Mkango Resources issued 4,825,000 units at a price of US$0.50 per unit, pursuant to a brokered private placement for gross proceeds of $2,412,500. In addition, the company completed a non-brokered private placement of 10,696,499 units at a price of $0.50 per unit for total gross proceeds of $5,348,249.50. Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at the exercise price of $0.75 on or before December 20, 2012. The combined brokered and non-brokered offerings were oversubscribed and resulted in gross proceeds of $7,760,749.50, which will be used to complete the proposed exploration program for Mkango, working capital and general corporate purposes.
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