Focus Graphite and Lara Exploration signed agreement on BVI-owned graphite project

An emerging mining development company Focus Graphite Inc. signed Definitive Option Agreement with Lara Exploration Ltd. The agreement regards Caninde graphite project located in North-Eastern Brazil, and owned by Lara Exploration, through its wholly-owned BVI subsidiaries Lara (BVI) Ltd. and Pan Brazilian (BVI) Ltd.

Under the terms of the agreement, Lara Exploration, through the above named BVI companies, which collectively own 100% of the mineral rights to the Caninde property, has granted two separate options to Focus Graphite to acquire total 60% undivided interest in the Property, subject to an Underlying Royalty to a third party on 11 Exploration Licenses, in consideration of a staged expenditure commitment over 5 years, the issuance of 500,000 common shares of Focus to Lara and the reimbursement of Lara for certain claim acquisition costs.

Under the First Option, Focus can earn a 51% interest in the Caninde property by paying R$30,000 to a third party for claim acquisition costs on or before the date of this Agreement; issuing 500,000 common shares to Lara, and; carrying out exploration on the Property totalling $2.5 million by the third anniversary of the Agreement. Under the Second Option, Focus can earn an additional 9% interest in the property by carrying out additional exploration work and by completing a positive Preliminary Economic Assessment, for a total expenditure of at least $4.5 million by the fifth anniversary of the Agreement.

If Focus does not exercise the Second Option, Lara and Focus will enter into Joint Venture with Focus holding 51% interest and Lara holding 49% interest in the Property. If Focus exercises the Second Option, Lara and Focus will enter into JV with Focus holding 60% interest and Lara holding 40%. After the execution of the Joint Venture Agreement, both companies will proportionately fund the exploration program and the party holding majority interest will be deemed the operator of the Joint Venture. Throughout the duration of the agreement, Focus will act as the Operator of the program.

Polo Resources Ltd acquires shares in Signet Petroleum

Polo Resources Limited, an international coal mining and exploration group, incorporated in the British Virgin Islands, announced in December 2012 that it had made an offer to certain holders of shares and options of Signet Petroleum Ltd. to acquire their shares in Signet in return for 40 new shares in the capital of the BVI company for each Signet share acquired.

The Board of Directors approved nine unconditional acceptances from Signet shareholders who are collectively interested in 9,203,571 shares of Signet. Also, the company has approved the issue of 368,142,840 Consideration Shares to the Signet Shareholders who accepted the offer.

Polo currently holds an option to subscribe for a for a further 2.225 million shares each at an exercise price of US$1.25 and a two year warrant over 1,428,572 new Signet Shares at an exercise price of US$3.50 per share (or an adjusted price of US$0.50 per share less than the price of any new shares issued by Signet at a price lower than US$3.50. On exercise of the Signet Option and the warrant Polo will be interested in 21,516,665 Signet Shares, comprising 52.9 per cent of the issued shares of Signet.

After the first announcement, the BVI company informed that two further shareholders of Signet Petroleum Ltd have requested that their shares be acquired by Polo on the same terms as the offer to shareholders of Signet and that this request has been approved by the Board of Directors of the company. On completion of the acquisition, Polo Resources Ltd shall hold 17,863,093 Signet Shares thereby resulting in the Company owning 48.21 per cent of Signet’s issued shares.

Chinese real estate company merges with BVI-registered Brilliant Strategy Limited

In the end of the year 2012, SYSWIN Inc., which is a leading primary real estate service provider in China, entered into an agreement and plan of merger with Brilliant Strategy Limited, a British Virgin Islands-incorporated business company with limited liability, and its wholly-owned subsidiary Brilliant Acquisition Limited, an exempted company with limited liability, domiciled in the Cayman Islands.

The whole owner of the BVI company is Mr. Liangsheng Chen, Chief Executive Officer, President and a director of SYSWIN Inc. Brilliant Strategy Limited beneficially owns approximately 59.89% of Chinese company’s shares, and has an intention to finance the merger and other transactions contemplated by the Merger Agreement through a combination of cash contribution by Mr. Liangsheng Chen and cash in the Company and its subsidiaries.

Under the terms of the Merger Agreement, Brilliant Acquisition Limited will be merged with and into SYSWIN Inc., which will survive the merger and become a wholly-owned subsidiary of BVI-registered Brilliant Strategy Limited. Concurrently with the execution of the Merger Agreement, Mr. Liangsheng Chen issued a limited guaranty in favour of SYSWIN Inc., to guarantee the payment of the US$2,000,000 termination fee and reimbursement of expenses that may become payable to SYSWIN by the BVI company pursuant to the Merger Agreement, and an equity commitment letter committing to invest in Parent an amount equal to $15,500,000 to fund the merger.

The Merger Agreement was approved by the company’s Board of Directors. The transaction is currently expected to close about the end of the first quarter of 2013. If completed, the merger will result in SYSWIN becoming a privately-held company, and its shares will be delisted from the NYSE.