BVI company to acquire NFC Data Inc.

Play LA Inc., publicly traded internet advertising and publishing company to the online and mobile gaming industry, incorporated in the British Virgin Islands, announced that it has entered into a Share Purchase Agreement with NFC Data Inc., the company that develops solutions and technologies using Near Field Communications (NFC). The transaction between the companies has the purpose of BVI company to exchange its shares and acquire the business and assets of NFC Data Inc. Play LA Inc. expects the acquisition transaction to close in the beginning of 2013.

NFC Data Inc. develops platform to enable the use of NFC, which is a standardized technology currently used worldwide for entry access, gaming, phone-to-phone data transfer, payment processing and interactive marketing, in high margin environments, such as toys, advertising, promotions, gaming and payments.

Yucheng Technologies announced meeting of shareholders to discuss merger transaction

Yucheng Technologies Limited, the British Virgin Islands company providing IT solutions to the financial services industry in China, has called an extraordinary general meeting of shareholders to be held on December 27, 2012, at Beijing Global Trade Center.

The purpose of the meeting is to consider and vote upon the proposal to approve the previously announced agreement and plan of merger dated August 13, 2012 between Yucheng Technologies, New Sihitech Limited, a British Virgin Islands business company wholly owned by Mr. Weidong Hong, chairman of the board of directors and chief executive officer of Yucheng Technologies, and New Sihitech Acquisition Limited, another BVI business company wholly owned by New Sihitech Limited.

Under the terms of the Merger Agreement, New Sihitech Acquisition Limited will be merged with and into Yucheng Technologies, which will continue as the surviving company after the merger. If completed, the proposed merger would result in Yucheng becoming a privately held company, and its shares will be delisted from NASDAQ.

Chinese holding corporation acquires BVI-based Pan-China Resources

MIE Holdings Corporation, an independent oil and gas company listed on the main board of Hong Kong Stock Exchange and engaged in the exploration and production of oil and gas in China, Kazakhstan and USA, announced that it has acquired the entire issued share capital of the British Virgin Islands-registered corporation Pan-China Resources Ltd. 

Pan-China Resources Ltd is a wholly-owned subsidiary of Sunwing Energy Limited. The principal business activity of the BVI company is oil and gas development and production operations in China.

In the last decade of November, MIE and Sunwing entered into a share purchase and sale agreement, pursuant to which MIE purchased all shares of the BVI company for a total price of US$45,000,000, subject to adjustments. By terms of the Agreement, the Adjusted Purchase Price shall be payable by the BVI company on closing date. An amount of US$5,000,000 will be held back for 180 days after the closing to secure Sunwing’s obligations under the Agreement.

Subject to all customary conditions, the closing shall take place one month after the signing of the Agreement between MIE and Sunwing Energy. Upon closing, the BVI company will become a wholly-owned subsidiary of MIE. If closing of the agreement does not occur within 180 days after the signing date as a result of MIE’s default, MIE shall pay Sunwing a break fee of US$1,250,000 as liquidated damages, and vice versa.

Ferro Iron Ore Corp. signed agreements with BVI companies for reverse takeover

Last week, Ferro Iron Ore Corp. signed a definitive agreement with the shareholders of Continent Treasure Limited, a company incorporated under the British Virgin Islands law, to effect a business combination between Ferro Iron Ore and the BVI company and to receive a 77.5% interest in Mongolian exploration license No. 14491X, covering 6,092.45 hectares of exploration area in North Central Mongolia.

Also, Ferro Iron Ore reached a definitive agreement to get the remaining 22.5% interest in the Exploration License through a business combination with another BVI-registered entity, Blue Eagle Trading Limited.

Continent Treasure Limited holds a 77.5% shareholding interest in Accuracy Trade Limited, a British Virgin Islands company that owns 100% of Khandgait Mining LLC, a Mongolian legal entity, which, in turn, owns 100% of Khandgait Gol LLC, a Mongolian legal entity that holds the Exploration License. The remaining 22.5% shareholding interest in ATL is owned by Blue Eagle, also a British Virgin Islands company. The principal shareholders of Continent Treasure Limited are Infinity Eagle Limited, Treasure Carriage Limited, Barlow Lake Limited, and Oceanward Limited, all of which are British Virgin Islands companies.

Under the TSX Venture Exchange Policy, the proposed business combinations will represent a reverse takeover for Ferro Iron Ore and are considered arm's length transactions.

Pursuant to the terms of these business combinations, Ferro Iron Ore will pay $250,000 cash and issue a number of common shares, which will result in a change of control of the company. Also, the Company intends to complete an equity financing to raise approximately $2.85 million. The financing is expected to be completed by issuing approximately 11,400,000 common shares at a price of $0.25 per share. It will also issue 2,100,000 common shares as a finder's fee in connection with the Proposed Business Combinations.

Following the proposed business transactions and the financing, the shareholders of CTL, Blue Eagle, and parties related to the shareholders of CTL who participate in the Financing will own approximately 68.3% of issued and outstanding common shares.

Hallwood Group received acquisition proposal from its BVI-based shareholder

The Hallwood Group Incorporated, based in Delaware, announced that it received a proposal from Hallwood Financial Limited, a company domiciled in the British Virgin Islands, to acquire all of the outstanding shares of common stock of the Group, not beneficially owned by Hallwood Financial, at US$10.00 per share.

Hallwood Financial Limited owns 65.7% of the outstanding shares of the Hallwood Group Incorporated, and is controlled by the company’s Chief Executive Officer.

A special committee, consisting of Hallwood Group’s independent directors, was formed to consider and negotiate the proposal and to make a recommendation to the full Board of Directors. The special committee is empowered to retain its own independent legal and financial advisors to assist in its review and negotiation of the proposed transaction.

Pansoft completes merger with BVI companies

In the end of October, BVI-registered Pansoft Company Limited filed its merger agreement and the related board resolutions with the Corporate Registry of British Virgin Islands, to complete the merger with other BVI companies Timesway Group Limited and its direct wholly-owned subsidiary Genius Choice Capital Limited. The agreement and the plan of merger were approved by the shareholders of Pansoft Limited, at the extraordinary meeting held on September 26, 2012.

The merger will become effective upon the completion of the merger registration with the BVI Corporate Registry, which should be confirmed during a week. After merger, Pansoft intends to commence the payment of merger considerations to its stockholders.

As a part of the merger registration process with the BVI Corporate Registry, independent directors of the Board of Directors of Pansoft were required to resign. Their resignations were accepted, being effective as of October 23,2012.

BVI company entered into merger agreement with China Growth Equity Investment Ltd.

China Growth Equity Investment Ltd., a special purpose acquisition company registered as Cayman Islands exempt company and listed on the Nasdaq, entered into a definitive merger agreement with China Dredging Group Co., Ltd - a limited liability company, registered in the British Virgin Islands and based in China, and with Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd. By terms of the agreement, China Growth is to merge with China Dredging Group, and to acquire Pingtan Fishing. 

The combined entity will be renamed into Pingtan Marine Enterprise Ltd. Upon completion of the merger and the acquisition, the founder, Chairman and controlling shareholder of China Dreedging Group and Pingtan Fishing, Xinrong Zhuo, will become the chairman of the merged company.

China Dredging Group is a BVI holding company, focused on providing dredging services in China through its Chinese subsidiary. Pingtan Fishing is a rapidly growing fishing company, providing quality seafood in China.

Upon completion of the transaction, China Growth shareholders will own approximately 7.75% of the outstanding ordinary shares of the combined company. After the closing, China Growth will have approximately 78,962,376 ordinary shares outstanding, valuing the company at approximately $783 million. 

The business combination is subject to the approval of shareholders of China Growth Equity, and is expected to be completed in the first quarter of 2013.

Xuesong Song, China Growth's board chairman, said in his comments on the transaction: "CGEI's combination with CDGC and Pingtan Fishing is the culmination of our search for a successful company with a proven track record of profitability and attractive growth prospects… We believe that CDGC's highly profitable dredging business represents a unique opportunity as one of the largest dredging providers in China. Pingtan Fishing provides the combined company with a strong and fast growing platform in a fragmented industry."

Gushan Environmental Energy announced completion of Merger with BVI company

Gushan Environmental Energy Limited, the Chinese company manufacturing copper products and biodiesel, announced the completion of the merger with Trillion Energy Holdings Limited, a company limited by shares and incorporated under the law of the British Virgin Islands, the Cayman Islands exempted company Trillion Energy Investments Holdings Limited, wholly owned by the BVI company, and Mr. Jianqiu Yu, Chairman and Principal Executive Officer of Gushan. The completed merger is in accordance with previously announced agreement and plan of merger between the above named parties, which was signed in June, 2012, amended in September, 2012, and approved by Gushan’s shareholders at an extraordinary general meeting of shareholders on October 15, 2012.

Under the terms of the Merger Agreement, each ordinary share of the Chinese company issued and outstanding prior to the effective time of the merger, with some exceptions, has been cancelled in exchange for the  right to receive US$0.165 per share and each American depositary share (ADS), each representing 10 shares, represents the right to receive US$1.65 per ADS, in each case, in cash without interest and net of any applicable withholding taxes.

Registered holders of shares and American depositary shares will receive a letter of transmittal and instructions on how to surrender their certificates in exchange for the merger consideration. Gushan also requested that trading of its ADSs on the New York Stock Exchange ("NYSE") be suspended, the ADS being delisted and company’s registered securities being deregistered.

As a result of the merger, Gushan became a wholly owned subsidiary of BVI-incorporated Trillion Energy Holdings Limited.

Pansoft shareholders on a special meeting approve merger agreement

British Virgin Islands-registered Pansoft Company Limited announced the completion of extraordinary meeting of stockholders for the fiscal year ended June 30, 2012, during which the adoption of the agreement and plan of merger was voted and approved, as well as the transactions contemplated by the merger agreement, including the merger. The merger agreement was signed in May, 2012, by Pansoft and two other BVI companies – Timesway Group Limited and its direct wholly-owned subsidiary Genius Choice Capital Limited.

During this Special Meeting, 72.08% of the total outstanding shares of Pansoft exercised their voting rights. Of the voted shares, 3,915,156 voted ‘For’ (99.88%), while 4,551 (0.12%) voted ‘Against’ the above merger proposal. As a result, the Special Committee and Board of Directors of Pansoft have declared that the agreement of merger is adopted.

After this merger, Pansoft becomes privately held company, and its shares will no longer be listed on the NASDAQ Capital Market. Public shareholders of the BVI company will receive cash payments in the amount of US$4.15 per share in return for their shares.

Completion of acquisition transaction between CIC Energy and Indian company

In September, CIC Energy Corp., BVI-based company engaged in the advancement of the Mmamabula Energy Complex at the Mmamabula Coal Field in Botswana, Africa, announced the completion of its acquisition of by Jindal Steeel & Power (Mauritius) Limited, a wholly-owned subsidiary of India's steel producer Jindal Steel and Power Limited.

The acquisition was completed pursuant to the merger of CIC Energy and Jindal (BVI) Ltd., a wholly-owned subsidiary of Jindal, under the terms of which Jindal BVI remains the surviving entity. Common shares of CIC Energy Corp. are expected to be formally delisted from the TSX Venture exchange and the Botswana Stock Exchange three business days following the filing of certain final documentation with the TSX. 

The binding merger agreement among CIC Energy, Jindal and Jindal BVI was signed in July 2012, and according to it the holders of the outstanding shares of CIC Energy are to receive cash consideration of CDN$2.00 per share, immediately prior to completion of the merger transaction.

Gushan Environmental Energy amends agreement with BVI company

Gushan Environmental Energy Limited, the China-based company operating copper product business and producing biodiesel in China, announced that it has amended its previously announced Merger Agreement with the British Virgin Islands-registered company Trillion Holdings Limited, Cayman Islands-based exempted company Trillion Energy Investments Holdings Limited, wholly owned by the BVI company, and Mr. Jianqiu Yu, Gushan's Chairman and Principal Executive Officer and whole owner of the BVI company.

According to the Amendment Agreement, the consideration payable to ordinary shareholders increases from US$0.162 to US$0.165 per ordinary share (or US$1.62 to US$1.65 per American Depositary Share), in cash without interest. Also, the Amendment revises the required shareholder vote at the upcoming extraordinary general meeting of Gushan’s shareholders for the approval and adoption of the Amended Merger Agreement, and the Merger.

The Amendment, the Amended Merger Agreement and the Merger were approved by the Company’s Board of Directors, and recommended that shareholders and ADS holders vote for the approval. The merger is currently expected to close in the fourth quarter of 2012, subject to the Revised Requisite Company Vote being obtained.

Mobile Internet company’s holder announces lock-up

NQ Mobile Inc., a global provider of mobile Internet services, announced that its substantial holder, the British Virgin Islands-incorporated company RPL Holdings Limited, agreed to a two-year voluntary lock-up. That means that it will not sell any of its holdings until September 2014.

RPL is owned and controlled by the three founders of NQ Mobile, Dr. Henry Yu Lin, Dr. Vincent Wenyong Shi, and Mr. Xu Zhou. As of June 30, 2012, the BVI company held 50,352,941 Class B common shares of NQ Mobile, which represented approximately 21.2 per cent of NQ Mobile’s outstanding common shares. Also, Dr. Henry Yu Lin and Dr. Vincent Wenyong Shi have agreed not to sell during the lock-up period any other NQ Mobile shares, including shares underlying stock options held by them, totalling 5.35 million Class B common shares assuming exercise of all the outstanding options.

BVI company receives “going private” proposal and forms special committee

LJ International Inc., a NASDAQ-listed company incorporated in the British Virgin Islands, engaged in retail and wholesale of jewellery, received a preliminary, non-binding proposal letter from Mr. Yu Chuan Yih, Chairman of the Board of Directors, President and Chief Executive Officer of the BVI Company, and Urban Prosperity Holding Limited, an affiliate of FountainVest Partners, for the acquisition of all of the outstanding ordinary shares of the company (except for 11% of shares currently owned by Mr. Yih), at a proposed price of US$2.00 per ordinary share, in cash.

According to the proposal letter, an acquisition vehicle is to be established for the purpose of pursuing the transaction. The Board of Directors of LJ International has formed a special committee consisting of three independent disinterested directors, which task is to appoint an independent financial advisor and legal counsel to assist it in its work. The special committee has not made any decisions and has not set a definitive timetable for the completion of its evaluation of the proposal.

Yucheng Technologies Limited signs merger agreement with BVI companies

BVI-based Yucheng Technologies Limited entered into an agreement and plan of merger with New Sihitech Limited, wholly-owned by Yucheng’s Chairman and CEO Mr. Weidong Hong, and with New Sihitech Acquisition Limited, wholly-owned by the the New Sihitech Limited. Both companies are registered in the British Virgin Islands. 

Under the terms of the merger agreement, each of the ordinary shares of Yucheng Technologies will be cancelled in exchange for the right to receive US$3.90 in cash, without interest, with some exceptions.

BVI-based New Sihitech Limited intends to finance the merger through a combination of proceeds in the amount of US$48 million from an exchangeable notes subscription agreement with affiliates of China Everbright Investment Management Ltd., and an equity commitment of US$3.594 million by Mr. Hong.

The close of the merger is anticipated before the end of the fourth quarter of 2012. When the merger will be completed, Yucheng Technologies will become a privately-held company, and its shares will be delisted from the NASDAQ Global Select Market.

Alphamin and its BVI subsidiary acquires 100% control of exploration project in Congo

Alphamin Resources Corp., the Canadian company focused on mineral exploration in America and listed on Toronto Stock Exchange, announced that it and its British Virgin Islands subsidiary Alphamin BVI acquired an additional 20% of Mining and Processing Congo Sprl, by the issuance of 19,335,747 Alphamin shares. This acquisition, made under the agreement with Kivu Resources Ltd., which was signed in March 18, 2011, will increase Alphamin BVI’s ownership of Mining and Processing Congo to 90%.

Also, Alphamin and Alphamin BVI have entered into an agreement with Kivu to acquire the final 10% of Mining and Processing Congo. Under this agreement, the BVI company will own all of the issued shares of Mining and Processing Congo, in consideration for the issuance of additional 9,664,253 shares to Kivu. As a result of both transactions, an aggregate 29,000,000 shares are to be issued, and Alphamin will have 103,444,571 shares issued and outstanding.

Mining and Processing Congo is the owner of the licences on the exploration of the Bisie Tin Project in the Democratic Reoublic of the Congo.

BVI corporation merges with India-based Jindal Steel and Power Limited

BVI-registered CIC Energy Corp. has entered into a binding merger agreement with Jindal Steel & Power (Mauritius) Limited, a wholly owned subsidiary of India's steel producer Jindal Steel and Power Limited, and Jindal (BVI) Ltd., a wholly-owned subsidiary of Jindal.

By terms of the merger agreement, CIC Energy will merge with Jindal BVI, and the last one will remain the surviving entity. Upon completion of the transaction, the holders of the outstanding shares of CIC Energy will receive CDN$2.00 per share. The consideration values total equity of the BVI corporation at approximately CDN$116.0 million on 58.0 million shares.

Jindal Steel and Power Limited, the Indian company listed on the National Stock Exchange and the Bombay Stock Exchange, has also significant presence in the mining, power generation and infrastructure sectors. The company is part of the US$15 billion diversified D.P. Jindal Group.

PetroKamchatka Plc announced farm-in agreement with BVI-based oil and gas exploration company

PetroKamchatka Plc, an international oil exploration company incorporated in Jersey, entered into a non-arms length farm-in agreement with East Siberian Resources Ltd., the company incorporated in the British Virgin Islands and managing oil and gas projects in the Krasnoyarsk region and on Sakhalin Island, Russia. The BVI company is 100% owned by the Alltech - a direct investment company, based in Russia.

Under the terms of the farm-in agreement, PetroKamchatka may earn up to 51% of the outstanding shares on fully diluted basis in two wholly-owned Cyprus subsidiaries of the BVI company – Elranio Holdings Ltd. and Lesona Holdings Ltd. Elranio is an indirect holder of 100% interest in an exploration and production license on the eastern coast of the Sakhalin Island. Lesona indirectly holds one oil production licence and one exploration and production licence located in Eastern Siberia.

PetroKamchatka intends to pursue a fund raising for approximately US$50 million, for full funding of the work program contemplated by the farm-in agreement and for general corporate purposes. The fund raise will be undertaken by a brokered private placement of common shares of the corporation at a market determined price.

Upon the execution of the farm-in agreement, PetroKamchatka intends to diversify its focus area from exploration in Kamchatka to exploration in Eastern Siberia and the Sakhalin region of Russia. Accordingly, the corporation will seek shareholder approval to change its name to “EastSiberian Plc”.

Westbridge Energy Corporation completed acquisition of BVI company

Westbridge Energy Corporation, the Canada-listed oil and gas exploration and development company, acquired 100% of the shares in the capital of Kayuco Universal Ltd., incorporated in the British Virgin Islands.

Under the terms of the transaction closed, Westbridge acquired all of the issued and outstanding common shares of the BVI company in exchange for 10 mln shares in its capital, at a deemed issue price of C$.20 per share and a cash payment of US$3 million.

Westward Energy LLC received finder’s fee in the amount of 1,000,000 common shares of Westbridge, for introducing the acquisition to the company. Finder’s fees of a total of C$80,000 as well as 692,800 finder’s warrants were also paid to certain third parties.

As a condition for the completion of the deal, Westbridge completed a non-brokered private placement financing of subscription receipts for gross proceeds of C$4,000,000 at a price of C$0.25 per receipt. 

Kayuco Universal Ltd. is a private BVI-based company whose principal asset is an 80% interest in an oil and gas petroleum exploration licence to explore within block number 1811B, which is located in the Namibe basin off the northern coast of Namibia. Company’s interest in the field covers an area of approximately 5,854 sq. km.

Mineseeker completed joint venture formalities in South Africa

British Virgin Islands-based company Mineseeker Operations has completed all the necessary joint venture agreements with its South African partner MMRR Risk Management. As a result of this, Mineseeker Operations South Africa has been established, which is fully compliant with the corporate legal framework in South Africa.

Now the BVI company will move forward with the next steps in contract negotiations for minefield surveys with the South African and Angolan governments.

By words of Mineseeker Commercial Director, Mark Dorey, all the formalities and necessary documentation for the joint venture have now been completed, while the Memorandum of Understanding was signed in March of this year, after a series of negotiations. 74 per cent of the joint venture is held by Mineseeker, and 26 per cent is owned by local partners of the BVI company, in accordance with South African Black Economic Empowerment regulations that govern the corporate structural requirements of foreign joint venture partners. Mineseeker will issue a comprehensive corporate release to inform shareholders and investors on the progress.

Gushan Environmental Energy Limited entered into definitive agreement with BVI-registered Trillion Energy Holdings Limited

Gushan Environmental Energy Limited, a manufacturer of copper products and a producer of biodiesel in China, entered into an agreement and plan of merger with Trillion Energy Holdings Limited, a British Virgin Islands business company limited by shares, Trillion Energy Investments Holdings Limited, Cayman Islands-based exempted company wholly-owned by Trillion Energy, and Mr. Jianqiu Yu, Gushan's Chairman and Principal Executive Officer. Mr. Jianqiu Yu is the whole owner of the BVI company. He also owns approximately 34.8% of Gushan's issued and outstanding ordinary shares and intends to finance the merger and other transactions contemplated by this merger agreement with his own funds.

Under the terms of the merger agreement, the Cayman Islands company will be merged with and into Gushan, which will become the wholly-owned subsidiary of the BVI company, and each ordinary share of Gushan will be cancelled in exchange for the right to receive US$0.162 in cash without interest, except for the ordinary shares beneficially owned by the Mr. Jianqiu Yu, which will be cancelled without receiving any consideration, and owned by holders of such ordinary shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended.

The merger is currently expected to close before the end of the third quarter of 2012. If completed, the merger will result in the Chinese company becoming privately-held, and its being delisted ffrom the New York Stock Exchange.

BVI company announced acquisition of securities of Red Tiger Mining Inc.

British Virgin Islands-incorporated company Zaruma Gold Mining Ltd. made an announcement that, pursuant to a private placement financing, its joint actors Kirkland Intertrade Corp. and Unique Goals International Ltd, both also based in the British Virgin Islands, each acquired beneficial ownership of and control or direction over 1,818,181 units of Red Tiger Mining Inc., a copper and near-term gold producer, at a price of CDN$0.55 per Unit, for aggregate consideration of CDN$1,999,999.10.

Prior to the completion of the Private Placement, the BVI-registered Kirkland beneficially owned and/or exerecised control or direction over 1,968,492 common shares and 12, 313, 980 Warrants and Unique beneficially owned and/or exercised control or direction over 1,696,900 common shares. This represented approximately 3% of the issued and outstanding common shares for Kirkland and approximately 2.59% of the issued and outstanding common shares for Unique. When aggregated and combined with the 39,242,000 common shares beneficially owned and/or controlled or directed by Zaruma Gold Mining Ltd., the company represented approximately 65.45% of the issued and outstanding common shares.

Following the completion of the Private Placement, Kirkland beneficially owns and/or exercises control or direction over 3,785,673 common shares and 14,132,161 Warrants and Unique beneficially owns and/or exercises control or direction over 3,515,081 Common Shares and 1,818,181 Warrants. This represents approximately 5.47% of the issued and outstanding common shares for Kirkland and 5.08% of the issued and outstanding common shares for Unique.

Pansoft Company Limited enters into merger agreement with BVI-incorporated Timesway Group Limited

Pansoft Company Limited announced that it has entered into an agreement and plan of merger with Timesway Group Limited, a company incorporated under the law of the British Virgin Islands, and Genius Choice Capital Limited, its direct wholly-owned subsidiary also registered in the BVI. Both of them are companies limited by shares.

Timesway Group Limited intends to finance the merger and the other transactions contemplated by a bank loan raised in Hong Kong, China.

Pursuant to the agreement signed and in accordance with the BVI Companies Law, Genius Choice Capital Limited shall be merged with and into Pansoft Company Limited. Following the merger transaction, the BVI-registered Pansoft will continue as the surviving corporation. Also, under the terms of the agreement, each ordinary share of Pansoft, par value US$0.0059 per share, shall be cancelled in exchange for the right to receive an amount in cash equal to US$4.15 per share without interest. As of the effective time of the merger, all of the shares shall no longer be outstanding and shall automatically be cancelled.

The agreement and the merger contemplated in it have been approved by Pansoft's Board of Directors. Now the merger is subject to the approval by an affirmative vote of shareholders. If completed, the merger will result in Pansoft becoming a privately held company, its shares being delisted from the NASDAQ Capital Market.

Elray Resources acquires BVI-registered gaming company

Elray Resources Inc., the established gaming entity which owns and licenses Gaming Intellectual Property, Gaming Domains, Trademarks and Player Databases, has entered into an agreement to acquire all of the outstanding shares of Golden Match, an investment holding company incorporated in the British Virgin Islands. The agreement followed a letter of intent which was signed on March 22, 2012.

The principal business activity of Golden Match is to hold a profit share agreement with a VIP Room Gaming Promoter, under which the BVI company receives 80% of the profit stream. The Promoter is currently participating in the promotion of many major luxury VIP gaming facilities in Macau, which is the largest gaming market in the world.

With immediate effect upon signing the agreement, Mr. Lao Sio I. is appointed Chairman of the Board of Directors with Brian Goodman remaining as Chief Executive of Elray Resources. As Chairman, Mr. Lao Sio I. will be responsible for the future development and growth of Elray.

New Oriental Energy & Chemical Corp. acquires BVI company

New Oriental Energy & Chemical Corp. (NOEC), NASDAQ-listed company engaged in the manufacturing of chemicals, announced the completion of Share Exchange Agreement with Anothen Recycling Company, which is incorporated in the British Virgin Islands. Under the terms of the agreement, the BVI company has become a wholly-owned subsidiary of NOEC and the ongoing operations of the company are now those of the Anothen operating subsidiary, China-based company Tianjin Xingyang Package Co., Ltd. Effective with the closing of the transaction, BVI company subsidiary's founder, CEO and president Mr. Zhang Tongde has been appointed Chairman of the Board of NOEC.

Xingyang is one of leading waste paper recyclers and manufacturers of corrugated board in China. In 2011, the company experienced significant progress, in particular in the recycling business. Company's managers are optimistic about the future growth based on the number of factors, including the strong growth of the market in which the company is operating.

Westbridge Energy announced acquisition of BVI company's interest

Oil and gas exploration and development company Westbridge Energy Corporation has entered into a binding letter of intent with Kayuco Universal Ltd. - a private company incorporated under the laws of the British Virgin Islands tax haven, whose principal asset is 80% interest in an oil and gas petroleum exploration licence granted by for exploration in Namibia.

Under the terms of the Letter of Intent, dated April 12, 2012, Westbridge will acquire 100 per cent of the issued and outstanding shares in the capital of the BVI company with consideration comprising 10 million common shares in the capital of Westbridge at a deemed issue price of C$20 per share to the selling shareholders, and a cash payment of US$3 million of which C$300,000 is to be paid by way of an advance deposit upon execution by the parties.

The acquisition is an arm's-length transaction, and it is not expected to result in a change of control. Under the policies of the Exchange, the transaction qualifies as a “Reviewable Transaction” and remains subject to regulatory approval.

Westbridge also announced a non-brokered private placement of subscription receipts of up to US$4 million, with a US$2 million minimum, priced at US$0.25 per subscription receipt.

Westbridge's shares shall resume trading on the Exchange on the open on April 18, 2012.

China GrenTech's shareholders approved merger with BVI company

China GrenTech Corporation Limited, China-based company providing radio frequency and wireless coverage products and services, announced that company's shareholders voted at an extraordinary general meeting in favor of the proposal to approve the previously announced amended and restated agreement and plan of merger dated January 20, 2012. The agreement is among China GrenTech, Talenthome Management Limited, a British Virgin Islands exempted company, and Xing Sheng Corporation Limited, a Cayman Islands exempted company wholly owned by the BVI company. Pursuant to the agreement, Xing Sheng will merge with and into China GrenTech, and Chinese company will continue as the surviving company wholly owned by Talenthome Management Limited.

The parties of the agreement expect to complete the merger as soon as practicable, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. If completed, the merger would result in China GrenTech becoming a privately held company wholly-owned by the BVI company, and Grentech's American depositary shares would be delisted from the NASDAQ Global Select Market.

BVI company signs Definitive Farm-Out Agreement

Eco (Atlantic) Oil & Gas Ltd., incorporated in the British Virgin Islands, has signed a definitive Farm-out Agreement with Bermuda-based Azimuth Ltd.

Azimuth is an exploration and production company backed by majority-owner Seacrest Capital Ltd. and Petroleum Geo-Services ASA. Pursuant to the agreement, Azimuth will earn 20% working interest in each of Eco Atlantic's offshore Namibia licenses, namely the “Cooper License”, the “Sharon License” and the “Guy License”, in return for funding 40% of the cost of 3D seismic surveys across all three licenses, the acquisition of which is expected to cost more than US$25 million.

The BVI company, through its wholly owned subsidiary Eco Oil and Gas Namibia (PTY) Ltd., currently holds 90% working interest in the licenses, and the Namibian National Oil and Gas Company (NAMCOR) holds a 10% working interest. As a result of this transaction, Eco Namibia's interest will be 70%, Azimuth will earn 20 % interest, and NAMCOR will retain its 10% carried interest.

Gil Holzman, President and CEO of Eco Atlantic, commented on the transaction, saying: “Eco Atlantic is excited to have executed the Farm-out Agreement thereby securing the relationship with Azimuth as a license and technical partner. This partnership will enhance the technical ability brought to analyze the Licenses, thereby reducing the execution risk and strengthening the Company's technical ability to perform its offshore Namibia 3D Geophysical program. The cost of the 3D program is approximately US $25million on all three offshore blocks, and the Company’s current balance sheet combined with Azimuth's contribution covers the majority of the cost associated with our program.”

BVI-registered Minexco Minerals Corp. signed agreement for gold exploration

Canada-based company U3O8 Corp., focused on exploration and resource expansion of uranium and green commodities in South America, and British Virgin Islands-incorporated private company Minexco Minerals Corporation signed definitive agreement. According to this agreement, Minexco Minerals Corp. will acquire from Canadian company non-core exploration properties in Guyana. This transaction will be followed by the consolidation of exploration properties around Minexco's Tamakay gold concession. The principal targets in the consolidated exploration area are gold and potential for gold-copper deposits.

Under the terms of the transaction, Minexco will issue up to nine million shares (approximately 13% of shares outstanding) to U3O8 Corp. at a deemed price of Cdn$0.30 per shares, in consideration for seven grassroots concessions' transfer to Minexco. Also, U3O8 Corp. may acquire up to an additional US$1.2 million worth of Minexco Shares or units in subsequent financings for a period up to 18 months.

The BVI company will finance the exploration within an area of interest, which has been jointly defined by the two parties to comprise Minexco's Tamakay Gold Project and U308 Corp's seven non-core properties. Exploration will be carried out by U3O8 Corp's Guyana team on a contract basis.

U3O8 Corp's President and CEO, Dr. Richard Spencer, has been appointed to Minexco's board. U308 Corp will also receive preferential right to participate in future financings undertaken by Minexco, as long as U308 Corp. continues to hold at least 10% of Minexco's shares outstanding.

BVI corporation controlling Macau gaming company enters into LOI with Elray Resources

Elray Resources has entered into a binding Letter of Intent with Golden Match, an investment holding company incorporated in the British Virgin Islands. The two companies will enter into an Acquisition Agreement, by terms of which Elray will acquire all of the outstanding shares of Golden Match.

The principal business of BVI-based Golden Match is holding a profit share agreement with a VIP Room Gaming promoter, by terms of which they receive 80 percent of profit from the promoters. The promoter currently participates in the promotion of many major luxury VIP gaming facilities in Macau, China, the largest gaming market in the world, which include the MGM, Venetian, Wynn, Galaxy and City of Dreams.

VIP gaming operations in Macau consist of VIP rooms, and gaming promoters secure VIP rooms through agreements in which they receive either a commission on turnover or a split of the casino net gaming win or loss on a pre-gaming tax basis.

The BVI-registered Golden Match is promoting Casinos in Macao SAR pursuant to a license issued by the Gaming Inspection and Coordination of Bureau of the Government of Macao SAR.

Current CEO of Elray Brian Goodman said: “Elray will now be well positioned to develop and grow as a gaming entity internationally. The Macau opportunity together with the US listing will enable the company to raise growth capital, acquire other promoters in Macau as well as in other jurisdictions and negotiate more favorable terms with casinos due to its heightened profile.”

Management arm of an offshore law firm acquired by Intertrust Group

Offshore law firm Walkers, having its offices in many jurisdictions including the British Virgin Islands, has announced the sale of its management services business to Intertrust Group Holding SA.

Walkers Management Services, which is providing corporate, fiduciary and company secretarial services, is headquartered in the Cayman Islands. It employs people in the CI, in the BVI, Hong Kong, Dubai, Delaware and Dublin, and generates sales of more than US$50 million.

As a combined group, trust and corporate management services provider Intertrust will operate with more than 1,100 people across 30 offices in 21 countries. According to Intertrust CEO David de Buck, the firm will gain market leading position in the Cayman Islands with the acquisition and expand the group's global network by adding offices in the British Virgin Islands, Dubai and Delaware.

According to the announcement of the offshore law firm, the sale of its management services arm to Intertrust Group Holding SA followed a comprehensive strategic review of the Walkers Group.

The acquisition is subject to regulatory approval and expected to be completed in the next months, J.P. Morgan Securities LLC is acting as financial adviser to WMS.

BVI company to carry negotiations in Southern Africa

Mineseeker Operations Overseas Limited, a BVI company focused on developing innovative technologies in the sphere of aearial survey and mapping, holds a series of meetings concerning the Memorandum of Understanding signed by the company. Mineseeker has already formed a joint venture company, Mineseeker Southern Africa Ltd, and will open negotiations for aearial survey contracts aimed at liberating large sections of land affected by unexploded ordnance.

Mineseeker CEO Mike Kendrick and the Commercial Director of the BVI company Mark Dorey are visiting the area for four days of meetings, scheduled with governments and stakeholders representing the contaminated areas, to formalize and scope the projects, and to establish the commercial structure and pricing of the potential contracts.

The BVI company will be looking for further investment partners in order to meet its objectives in African region, and will meet with the company that has made a specific proposal for the funding of the coconut factory in Mozambique.

A report on the results of the meeting will be available when the management team of the BVI company returns to the UK.

Pansoft Company Limited engages advisors to consider acquisition offer

British Virgin Islands-based Pansoft Company Limited, a leading ERP software service provider for the oil and gas industry in China, announced that the Special Committee formed to consider an offer by the company's chairman Hugh Wang representing Timesway Group Limited, to acquire all outstanding Pansoft shares that it did not already own, has engaged Duff & Phelps, LLC as its independent financial advisor. Also, the Special Committee retained Morgan, Lewis & Bockius, LLP to serve as its United States legal counsel and Maples and Calder to serve as its British Virgin Islands legal counsel.

On January 7, 2011, the Board of Directors of the BVI company received an offer from Chairman Hugh Wang, representing Timesway Group Limited, to acquire all outstanding Pansoft shares that it did not already own, at a price of US$3.76 per share. Timesway Group Limited is controlled by Chairman High Wang and CEO Guoqiang Lin, and had voting power over 64% of the company's voting securities as of June 30, 2011. The Special Committee is continuing its evaluation of the offer.

Playtech Limited acquired shares of Ash Gaming Limited

British Virgin Islands-based Playtech Limited, the international designer, developer and licensor of software and services for gaming industry, has acquired the whole issued share capital of Ash Gaming, one of the leading developers of interactive gambling and betting games. The shares were acquired for total cash consideration of up to £23 million, comprising initial consideration of £15.5 million and deferred contingent consideration of up to £7.5 million.

The acquired company is one of the online gaming industry's leading games content developers focused on the provision of games for online betting and gambling operators. The company employs more than 40 staff, of which the majority are game developers.

According to Playtech's press release, this acquisition enhances BVI company's wholly-owned content library and value chain economics, complements its technology leadership with additional premier content capability, and provides potential for revenue synergies, new opportunities and uplift in margins for casino/games platform. In financial year 2011, Ash Gaming broadened its distribution, and will continue to expand its product offering and operator network.

Chris Ash, founder and CEO of the acquired company, said in his comments: "The strategic rationale for Ash Gaming to combine its successful content with Playtech's industry leading offering was evident from the earliest of our discussions. The ability to deliver our content through further casino, bingo, poker, retail and mobile channels will enable the combined business to grow faster and deliver a greater variety of cross channel product to the operators."

Canada-based GINSMS Inc. acquires BVI-controlled company

The Canadian company GINSMS Inc. announced that it has entered into an arm's length definitive share purchase agreement with Inphosoft Pte. Ltd., a private corporation incorporated under the law of Singapore and controlled by the British Virgin Islands-incorporated company One Heart International Limited, Wang Xian Xiang and Chin Siang Hui of Singapore, and Xu Hongwei of China, who together hold 91.79% of company's stock. Under the TSX Venture Exchange, the transaction will constitute a reverse take-over.

By terms of the agreement, GINSMS is to acquire all of the issued and outstanding shares of Inphosoft's wholly-owned subsidiary, Inphosoft Group Pte. Ltd., also incorporated under the law of Singapore, for total consideration of US$11.6 million. The transaction will constitute a reverse take-over of GINSMS under the policies of the TSX Venture Exchange. The consideration payable to Inphosoft will consist of US$1,100,000 in cash, and by the issuance of non interest-bearing convertible debentures for an aggregate principal amount of $10.5 million. Each debenture shall be issued for a term of three years.

GINSMS expects to complete the transaction by the end of March, 2012.

GINSMS Inc. may also complete a brokered private placement of up to US$500,000 in conjunction with the completion of the reverse take-over, to benefit from a waiver of the Exchange sponsorship requirement applicable to reverse take-overs.

China GrenTech announces transaction with BVI- and Cayman Islands-based companies

China GrenTech Corporation Limited, China-based provider of radio frequency and wireless coverage products and services, entered into an agreement and plan of merger with Talenthome Management Limited, a company incorporated under the law of the British Virgin islands, and Xing Sheng Corporation Limited, which is a Cayman Islands company wholly owned by Talenthome Management Limited.

The BVI company is jointly owned indirectly by Mr. Yingjie Gao, Chairman and CEO of China GrenTech, by Ms. Rong Yu, company's director and Chief Financial Officer, and Ms. Yin Huang. They collectively beneficially own approximately 41.9% of the shares of China GrenTech, and intend to finance the merger through proceeds from a loan facility in the amount of HK$320,000,000 from Guotai Junan Finance (Hong Kong) Limited.

Under the terms of the merger agreement, Xing Sheng Corporation will be merged with and into China GrenTech, which will become a wholly-owned subsidiary of the BVI-registered Talenthome Management Limited. Also, each ordinary share of the Chinese company will be cancelled in exchange for the right to receive US$0.126 in cash without interest, except the ordinary shares owned by the group of buyers, and the shares owned by holders of such ordinary shares who have validly exercised and not effectively withdran or lost their appraisal rights.