BVI company to close US$1.5mln private placement

Taoping Inc., the British Virgin Islands-based company formerly known as China Information Technology, Inc. and focused on providing internet-based ad distribution and ad display terminal sharing systems in China, this month announced the initial closing of a non-brokered private placement of 1 mln ordinary shares at a price of US$1.5 per share, for gross proceeds of US$1.5mln.

In September 2018, Taoping entered into a securities purchase agreement with certain investors, pursuant to which they agreed to purchase an aggregate of 2,000,000 ordinary shares of the BVI company at a price of US$1.50 per share, for US$3mln. It was expected by the company that the remaining 1 mln ordinary shares will be purchased by JW Capital Group for US$1.5mln before the end of the year. Net proceeds of the offering will be used to support global market expansion of Taoping.

The unit of Atlas Mara selling 24.9% of its Botswana subsidiary

ABC Holdings, financial services provider working in Africa, and a unit of BVI-registered Atlas Mara Limited, announced that it is selling 24.9% of its Botswana subsidiary, BancABC Botswana, to raise US$34 million.

According to BancABC Botswana, which is wholly owned by ABC Holdings, the funds raised from selling 180 million shares will be used for upgrading, developing and enhancing IT infrastructure and banking platforms across its operations in Africa.

The share sale is to close on November 23. The bank said that it is not a public trade, the shares were offered to private institutional investors and firm commitments were received for 148.6 million offered shares, which make 82.3% of the offer. However, Managing Director of BancABC Botswana noted that members of the public also have an opportunity to participate in the offer through the brokers.

Canadian company signed agreement with BVI-based Phoenix Capital Enterprises Ltd.

Cabo Drilling Corp., a drilling services company headquartered in British Columbia, Canada, announced that it has signed share purchase agreement with Phoenix Capital Enterprises Ltd., a corporation domiciled in the British Virgin Islands. Pursuant to the agreement, dated October 27, 2018, the Canadian company will effect business combination and reverse takeover transaction as a result of which it will acquire all of the issued and outstanding common shares of Tengri Resources Pte. Ltd., incorporated in Singapore, in exchange for cash and newly issued common shares of Cabo.

The transaction will be subject to relevant regulatory and stock exchange approvals, standard closing conditions, and the completion of due diligence investigations.

Tengri Resources Pte, a private company wholly owned by BVI-incorporated Phoenix, is the owner of 100% securities of Tengri Resources LLC, which is the 100% owner of Richfluorite LLC, which is the 100% owner of Jonsht Gazar LLC.

Origin Agritech signed agreement with new investor

Origin Agritech Ltd., an agriculture technology and rural e-commerce company incorporated in the British Virgin Islands, entered into share subscription agreement with Longhan Investment Management, Co., Ltd. Under the terms of the newly signed agreement, Longhan will purchase 1,397,680 shares of the BVI company, for an aggregate purchase price of US$7,743,147.20. 

Previously, Origin and Longhan signed strategic co-operation agreement, according to which both companies will integrate seed treatment, soil treatment technologies and seed breeding & biotechnology, as well as Origin’s agricultural business platform. The current investment into the BVI company is expected to stimulate and speed up the strategic cooperation process.

Burcon Nutrascience’s substantial shareholding sold through BVI company

Mr Chan, the director of Burcon NutraScience Corporation, announced that through its wholly owned company Firewood Elite Limited, registered in the British Virgin Islands, entered into a private agreement for sale and purchase with PT International Development Corporation Limited. According to the agreement, the BVI company purchases from PT International all the issued and outstanding shares in Large Scale Investments Limited and Great Intelligence Limited, at a total consideration of HK$34,732,000 (approximately C$5,788,667).

Before the acquisition, PT International, through its wholly-owned subsidiaries Large Scale and Great Intelligence, beneficially owns 9,866,568 common shares in the capital of Burcon NutraScience; 253,815 warrants are held by Large Scale to purchase 253,815 Burcon common shares at a price of $2.54 per share which is exercisable until November 30, 2018; and the convertible unsecured 8% promissory note in the principal amount of $2,000,000 is held by Large Scale. Also, before the acquisition Mr. Chan does not hold any Burcon common shares but holds 210,844 options issued by Burcon and exercisable to purchase common shares at prices ranging from C$0.69 to C$8.65 per share.

,As a result of the Acquisition, Mr. Chan was deemed to control Large Scale and Great Intelligence and to beneficially own the Sale Shares, the Burcon Warrants and the Note. The Burcon securities to be acquired by the BVI company will be held for investment purposes.

BVI-based blank check company signed merger agreement with Xynomic Pharmaceuticals

Bison Capital Acquisition Corp., currently incorporated in the British Virgin Islands, and Xynomic Pharmaceuticals, Inc., a US-Chinese clinical stage innovative oncology drug development company, have signed merger agreement as a result of which Xynomic will become wholly-owned subsidiary and operating business of BCAC. Prior to the merger, Bison will re-domesticate from the British Virgin Islands to Delaware, and change its name to “Xynomic Pharmaceuticals Holdings, Inc.”

Under the terms of the merger agreement, existing common and preferred shareholders of Xynomic will receive shares of common stock of BCAC. The aggregate merger consideration will consist of a closing consideration of $350 million in BCAC shares, and earnout consideration of an additional $100 million in BCAC shares, subject to Xynomic achieving certain milestones stated in the merger agreement. Merger consideration will be payable entirely in common stock of BCAC at a value of $10.15 per share.

Xynomic was founded in 2016 and is mainly engaged in the research, development and commercialization of innovative targeted cancer therapeutics in the US, Europe and China. The company focuses on orally delivered small molecule drugs. Company’s current investors include Northern Light Venture Capital, Prosperico Ventures and Hakim Unique.

BCAC is a special purpose acquisition company sponsored by Bison Capital Holding Company Limited, an investment holding company that focuses on the healthcare, media and financial services sectors.

International Millennium Mining Corp. entered into RTO Transaction with BVI corporation

International Millennium Mining Corp. entered into a share purchase agreement with Phoenix Capital Enterprises Ltd., the company incorporated under the laws of the British Virgin Islands. This is a business combination and reverse takeover transaction according to which IMMC will acquire all of the issued and outstanding common shares of Singapore-based company Tengri Coal and Energy Pte. Limited, in exchange for newly issued common shares of IMMC.

Tengri Coal and Energy is a private company wholly owned by Phoenix, and is the whole owner of Tengri Petrochemicals LLC which holds 100% of three lignite coal mining licenses in Mongolia and 100% of Tsaidam Energy LLC, which holds a permit for the construction of a thermal power plant in Mongolia. The mining licenses and the power plant together make up the Tsaidam Energy project located in Mongolia. In June 2018, Tengri Coal & Energy entered into the share subscription agreement for a CDN$260 million equity financing facility for the Tsaidam Energy Project with GEM Global Yield Fund LLC SCS and GEM Investments America, LLC.

The reverse takeover transaction is subject to relevant regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange, of the directors of IMMC and the BVI company, and the satisfaction of closing conditions.

Upon completion of the reverse takeover transaction, the current directors of IMMC will resign, and a new board of directors of IMMC will be reconstituted. Phoenix will have the right to nominate four of the five directors. The parties anticipate that the senior management of both IMMC and Tengri Coal & Energy will be combined following completion of the transaction, with John A. Versfelt continuing as President and CEO.

SPI Energy entered into amendment agreement with BVI-incorporated company

SPI Energy Co., Ltd., the global provider of renewable energy solutions, entered into an amendment agreement with respect to the company’s convertible bond financing from December 2014, when the company had entered into a definitive agreement with Union Sky Holdings Group Limited and issued a convertible promissory note of US$20mln to a special purpose vehicle of Union Sky.

The maturity date for this note was June 28, 2016, and in February 2017, SPI entered into an amendment agreement with the purpose to extend the maturity dates of the note to April 2017, January 2018 and January 2019. However, there has been no repayment made pursuant to this amendment, and on June 29, 2018 the company entered into another amendment agreement with the SPV and Magical Glaze Limited, registered in the British Virgin Islands. Pursuant to this agreement, all the rights and obligations under the agreement and the first amendment have been transferred to the BVI company, with the extension of the last maturity date to December 2020.

BVI group provided update on Swala transaction

Orca Exploration Group Inc. announced that it has agreed to extend to July 13, 2018 the date of the completion of the second and third closing of the previously announced investment by Swala Oil & Gas plc in BVI company’s subsidiary PAE PanAfrican Energy Corporation. There is no guarantee that the transactions will be completed by this date, or on the terms previously disclosed. 

Orca Exploration also announced the closing of the deferred consideration portion of the first closing of the Swala Investment, pursuant to which Orca has received Swala convertible preferred shares of US$3,966,500 worth.

Orca is an international public company engaged in natural gas exploration, development and supply in Tanzania through its wholly-owned subsidiary, PAET. Swala is an independent oil & gas exploration company having a significant Tanzanian ownership.

Luxoft Holding announced the acquisition of Smashing Ideas agency

Luxoft Holding, Inc., global IT service provider of innovative technology solutions, registered in the British Virgin Islands, announced the acquisition of Smashing Ideas, a digital design and innovation agency based in Seattle, US. The BVI company purchased Smashing Ideas from Penguin Random House, the world’s largest trade-book publisher, which was its owner since 2011.

Smashing Ideas provides consultations across the product design and development lifecycle, with a focus on accelerating innovation for their Global 500 clients. The acquisition of this agency increases Luxoft’s digital research, strategy, and design capabilities, and expands the range of services provided by both companies. The increased capabilities will positively impact all lines of business of the BVI company: Digital Enterprise, Financial Services and Automotive, and Luxoft’s horizontal digital transformation practice, Luxoft Digital.

Chaarat Gold Holdings provides update on its acquisition proposal

Chaarat Gold Holdings Limited, the AIM-listed exploration company registered in the British Virgin Islands, made the proposal in relation to the acquisition of the Kumtor mine from Centerra Gold Inc. The mine is valued by the previous owner at US$800mln. It is proposed that the consideration will be funded by US$400mln in cash from Chaarat. Also, it is proposed that subject to the Kyrgyz government’s approval US$400mln of Centerra shares currently held by Kyrgyzaltyn will be transferred to Centerra and cancelled in exchange for 50 per cent of direct preferred interest in the Kumtor mine.

As a result of the transaction, the BVI holding will own all of the common equity of Kumtor, and control over management and operations of the mine. Kyrgyzaltyn will own all of the preferred equity of Kumtor, and be entitled to 50 per cent of the economic benefits of the mine. Chaarat will fund the cash component of the offer through a mixture of debt and equity, backed by two major international financial institutions.

There is no certainty at the moment about the completion of this acquisition, as Chaarat has yet to receive an engagement with respect to its proposal.

Chaarat temporarily suspends AIM trading in connection with acquisition proposal

Chaarat Gold Holdings Limited, the BVI-incorporated holding company of the Chaarat Group, which is focused on gold mining and exploration in the Kyrgyz Republic, has temporarily suspended trading of its ordinary shares on AIM from 24 April 2018. This was done in connection with the proposal that Chaarat has made in relation to the potential acquisition of the Kumtor mine from Centerra Gold Inc. 

The proposed acquisition due to its size would be a reverse takeover. For this reason trading in Chaarat’s ordinary shares was suspended in accordance with the AIM Rules, and will remain suspended pending the publication on the required AIM Admission Document. At this stage, there is no certainty that the proposed acquisition will be completed, and Chaarat will provide updates in respect of further developments.

Telecoms group announced the sale of BVI-registered subsidiary

Telecommunications group VEON has agreed to sell its Beeline-branded mobile operating subsidiary in Tajikistan to local investment partners. The group has signed an agreement on the sale of British Virgin Islands-registered Vimpelcom AG, which owns 98 percent of Tajikistan’s mobile operating subsidiary Tacom to ZET Mobile Limited. Currently this company holds 2 percent stake in the mobile operator. The completion of the deal is dependent on regulatory approval.

Previously it was confirmed that Beeline will be retained locally despite any change of ownership. Currently the brand is in fourth place in the Tajikistan’s cellular market.

VEON group, which is headquartered in Netherlands, has been planning an exit from Tajikistan’s mobile sector for more than a year, over concerns at the country’s taxation system.

Aura Minerals and Rio Novo received shareholders approval of the merger

Aura Minerals inc., the mining company which redomiciled from Canada to the British Virgin Islands, and Rio Novo Gold Inc. announced that the merger of Aura and Rio Novo, proposed in the end of 2017 to create strong portfolio of long term mining properties, was approved by the respective shareholders of each company at their Special Meetings of shareholders. The joint management proxy circular of the companies was issued on January 23, 2018.

The closing of the merger transaction, as a result of which the combined entity will operate under the Aura name, is subject to certain customary conditions, including reception of all necessary regulatory approvals. The effective date of the merger is expected to be on or after March 2, 2018.

MIE Maples Investments announced selling shares of Journey Energy Inc.

MIE Maple Investments Limited, BVI-registered subsidiary of MIE Holdings Corporation, announced that it has sold an aggregate of 12,700,000 common shares in the capital of Journey Energy Inc. to Journey for cancellation, for an aggregate consideration of $21,336,000 (approximately $1.68 per share).

The shares disposed of represent 24.8 per cent of the issued and outstanding shares of Journey Energy. Before selling the shares, the BVI company beneficially owned and controlled 16,355,798 shares, representing 31.9 per cent of the issued and outstanding shares. After closing the disposition, MIE beneficially owns and controls 3,655,798 shares representing 9.5 per cent of the issued and outstanding shares. The company disposed of shares for investment purposes.

Brookmount Exploration completed share exchange agreement with BVI company

Brookmount Explorations Inc., the United States exploration and development company, has announced the execution of a share exchange agreement with the shareholders of SL Group Holdings Limited, incorporated in the British Virgin Islands.

Under the terms of the agreement, Brookmount Explorations has acquired all the issued and outstanding shares of the BVI company. Upon completion of the transaction, shareholders of SL Group Holdings Limited will get voting control of Brookmount Explorations, Inc. and SL Group Holdings will become a wholly owned subsidiary of the US company.

For Brookmount Exploration, the transaction will mean acquisition of 90% interest in a fully operational and producing gold mining business based in Indonesia; the remaining 10% interest will be held by the Indonesian operating partner.

HK listed company’s shareholder sold $103 million stake to BVI company

Coolpad Group, Hong Kong-listed Chinese smartphone maker which is part of LeEco technology conglomerate, announced that its top shareholder Leview Mobile HK Limited sold HK$807.7 million ($103 million) shares to the British Virgin Islands company Power Sun Ventures Limited, which became the single largest shareholder after this transaction. There are no details provided about Power Sun.

After Leview Mobile has sold 897.4 million shares to the BVI company, or 17.83% of Coolpad, at HK$0.9 a piece, its stake reduced from 28.78% to 10.95%. Data Dreamland Holding Ltd remained as the third-largest shareholder with 9.2% of Coolpad.

BVI subsidiary of Chinese company to acquire interest in Yao Wan Vanadium Project

Sparton Resources Inc. announced that it has approved Memorandum of Understanding which has been entered into by VStar Industries Inc. and Warwick Mining Development Company Ltd. (WMD), for the advanced evaluation and possible acquisition of 70% interest in the Yao Wan Polymetallic Exploration License in Shaanxi Province of China. VStar Industries was recently incorporated in the British Virgin Islands and is 90% owned subsidiary of Sparton Resources, while WMD is a local Chinese private company.

The YW License has been extensively explored by WMD in the period between 2006 and 2015. Under the terms of the MOU, the BVI company will take responsibility for all advanced exploration and evaluation expenditures up to the point of a China compliant feasibility study. Further development of a mining project would be paid for jointly as to 70% V Star and 30% WMD.