Tuesday, October 28, 2008

Blandings Capital Limited acquires all of the issued and outstanding securities of BVI-registered APVC

TSX-listed capital pool company Blandings Capital Limited announced on October 22 that it had reached an agreement to acquire all the securities of APVC Holdings Pte Ltd., incorporated in the British Virgin Islands and engaged in producing bio-fuel feedstock and biodiesel in the People's Republic of China and other countries in Asian region. The biofuel feedstock derived from the Jatropha plants is not edible, and therefore does not affect the global supply of edible oils and food resources.

With respect to the proposed acquisition of securities, Blandings Capital and the BVI company have entered into a letter of intent on May 13, 2008. Pursuant to this document, the shareholders of the BVI-registered APVC will receive 25,000,000 common shares in the capital of Blandings, in exchange for all the issued and outstanding securities of APVC. The aggregate purchase price for the shares of the BVI company is $5,000,000 – based on the ascribed value for the Blanding's shares of $0.20 per share.

Upon completion of the acquisition, the total number of outstanding common shares of the BVI company will be approximately 47,250,000. About 26% of these shares will be held by the current holders of common shares in the capital of Blandings, about 53% - by the holders of APVC, and about 21% - by investors. So, the acquisition will constitute a “Reverse Take-Over” of Blandings under Exchange Policy 5.2.

Both companies will hold any required meetings of their respective shareholders as quickly as possible, in order to obtain approval for the acquisition, and currently anticipate holding these meetings prior to the end of 2008.

APVC was incorporated on 18 May 2006, its registered office is located in Palm Grove House, P.O. Box 438 Road Town, Tortola, BVI. The company carries on business, and has majority of its assets located in PRC and Singapore.