BVI company’s subsidiary entered into Merger Agreement with China-based Jumei

Jumei International Holding Limited, China-based fashion and lifestyle solutions provider, has entered into a definitive Agreement and Plan of Merger with business company Super ROI Global Holding Limited, incorporated under the laws of the British Virgin Islands, and BVI company’s wholly-owned subsidiary Jumei Investment Holding Limited, incorporated in the Cayman Islands.

Under the terms of the Merger Agreement, Jumei Investment Holding and Super ROI Global Holding Limited will acquire all of the outstanding class A ordinary shares of the company, par value US$0.00025 per share and American depositary share each representing ten Class A Ordinary Shares. 

The subsidiary of the BVI company will promptly start a tender offer to acquire all of the outstanding Class A Ordinary Shares of Jumei International Holding Limited at a price of US$2.0 per share or US$20.0 per ADS in cash, without interest and less US$0.05 per ADS cancellation fees, US$0.02 per ADS depositary service fees and other related fees and taxes. After completion of the tender offer, which will be subject to several conditions, the BVI company will purchase all remaining shares through a “short-form” merger of Jumei Investment Holding Limited and Jumei International Holding Limited.

The Merger Agreement, the offer and the merger were unanimously recommended by the board of directors of the Chinese company. The merger is expected to close in the second quarter of 2020; upon its completion, Jumei International Holding Limited, will become a privately-owned company wholly owned directly by the BVI corporation.

Aura Minerals purchases Gold Road Mine from Para Resources Ltd

Aura Minerals Inc., the mining company incorporated in the British Virgin Islands, and Para Resources Inc. entered into a binding term sheet together with PPG Arizona Holdings LP, an affiliate of Pandion Mine Finance, LP. Pursuant the terms of the agreement, the BVI company will purchase from Para all of the issued and outstanding shares of its wholly-owned subsidiary Z79 Gold (USA) Corp., for nominal cash consideration and the assumption of liabilities from Para to PPG of approximately US$35mln, under the restructured pre-paid forward gold purchase agreement dated August 3, 2018. The closing of the Transactions is expected to occur on or about March 13, 2020.

Z79 is the owner of 94% interest in Gold Road Mining Corp., which owns the Gold Road Mine in Arizona, also the company owns 94% interest in TR-UE Vein Exploration, Inc., which owns different options to acquire parcels of land adjacent to the Gold Road Project.

President and CEO of the BVI company Mr. Rodrigo Barbosa said today: “We believe that Gold Road has a good strategic fit with Aura’s portfolio. With our technical and managerial expertise we should be able to help Gold Road unlock value and grow.”

BVI company completed acquisition of Terraco Gold

BVI-incorporated Sailfish Royalty announced completion of the previously announced acquisition with Terraco Gold Corp. As previously agreed, the BVI company has acquired all of the issued and outstanding shares of Terraco, in exchange for consideration of 0.12 of a common share of Sailfish for each Terraco share. The consolidated growth-oriented Royalty Company will hold an array of precious metals royalties, ranging from the exploration stage through to production, geographically diversified within Nevada, Mexico, Brazil and Nicaragua.

Former Terraco shareholders will hold approximately 37.2% of the issued and outstanding common shares of Sailfish. The outstanding options of Terraco have been adjusted in accordance with their terms and the Exchange Ratio such that 1,626,120 outstanding options of Sailfish have been reserved for exercise.

Also, the BVI company announced that it has repaid in full the US$12,031,055 outstanding senior unsecured convertible debenture held by Solidus Resources, LLC, the wholly-owned subsidiary of Waterton Precious Metals Fund II Cayman, LP. Shares of Terraco were delisted from the TSX Venture Exchange at close of business on August 20, 2019.

Concurrently with the closing of the Arrangement, Wexford Spectrum Trading Limited and Wexford Catalyst Trading Limited loaned Sailfish US$12,031,055, the proceeds of which were used by Sailfish on behalf of TGC Holdings Ltd. , a wholly-owned subsidiary of Terraco, to repay the Debenture.

Sailfish Royalty entered into Arrangement Agreement with Terraco Gold Corp

Sailfish Royalty Corp., a precious metals royalty and streaming company incorporated in the British Virgin Islands, and Terraco Gold Corp., a gold royalty company focused on Spring Valley Gold Project located in Nevada, entered into a definitive arrangement agreement on June 19, 2019. Sailfish has agreed to acquire all of the issued and outstanding shares of Terraco, in exchange for consideration of 0.12 of a common share of Sailfish for each share of Terraco. The existing options and warrants to acquire Terraco shares will be converted into options and warrants to acquire Sailfish Shares, each in accordance with their terms.

The consideration offered by the BVI corporation represents a premium of approximately 53% to the trailing 20-day volume weighted average price of the Terraco Shares as at the above stated date.

The consolidated company will hold and array of precious metals royalties, and the geographical diversification will include Nevada, Mexico, Nicaragua and Brazil. The company will also hold royalties with such property owners as Waterton Global Resource Management, Eldorado Gold Corporation and Endeavour Silver Corp., and will be supported by Wexford Capital LP, an SEC registered investment advisor with approximately US$3 billion of assets under management.

Akiba Leisman, CEO of the BVI corporation, stated in comments on the agreement: “We are very pleased to announce this exciting transaction which brings together our combined royalty portfolios into a new, growth-oriented royalty vehicle. Terraco’s royalty holdings on the development-stage Spring Valley Gold Project in Nevada will give our shareholders exposure to one of the best known undeveloped mining properties in the region.”

Kingsferry announced acquisition of common shares of Canadian company Home Capital

BVI-registered investment company Kingsferry Capital Management Group Limited made an announcement that it has acquired, on behalf of Kingsferry Classic Value Fund I Ltd., 1,000 common shares of Home Capital Group Inc. As a result of the acquisition, Kingsferry gets control over 6,103,600 common shares, representing approximately 10.001% of the issued and outstanding Common Shares.

The Common shares were purchased at an average price of C$18.56 per share, for a total purchase price of C$18,560. Immediately prior to the acquisition of the common shares, the BVI company had control and direction over a total number of 6,102,600 common shares, representing approximately 9.999% of the issued and outstanding common shares.

Kingsferry has engaged, and intends to continue to engage, in discussions with management and the board of Home Capital concerning its business, management, operations, assets, capitalization, financial condition, governance, strategy and future plans.

Talon Metals made initial payment to Kennecott

Talon Metals Corp. announced that Talon Nickel (USA) LLC has made the initial upfront payment to Kennecott Exploration Company, in the amount of US$6 million. The BVI company also issued 25,031,250 common shares to Kennecott, representing US$1.5 million worth of common shares at C$0.08 per share, based on the further requirement under the Option Agreement.

Kennecott Exploration, which is a subsidiary of the Rio Tinto Group, now owns 7.4% of Talon on a partially diluted basis. Under the terms of the Option Agreement, Talon now has the right to acquire up to 60% interest in the Tamarack Project. President of Talon said in his comments: "This is the beginning of exciting times ahead for the Company. We look forward to working in conjunction with our partner, Kennecott, to advance the Tamarack Project, with a strategy of producing Class 1 nickel, as well as copper and cobalt, for the electric vehicle and stationary battery market."

BVI corporation announced extension agreement with Kennecott

BVI-registered Talon Metals Corp. made an announcement that its wholly owned indirect subsidiary Talon Nickel (USA) LLC entered into an extension agreement in respect of the option agreement which was signed with Kennecott Exploration Company in November 2018.

Under the terms of the Extension Agreement, the BVI company has to make initial payment to Kennecott in the amount of US$6mln until March 15, 2019, in order to make the Option Agreement effective. In this case, Talon Metals will have the right to acquire up to 60% interest in the Tamarack Project. In case the company fails to make the payment to Kennecott, the parties will enter into a joint venture agreement under which Kennecott would have an initial 82.44% interest and Talon would have an initial 17.56% interest in the Tamarack Project.

Chaarat acquires Kapan Mining and Processing Company CJSC

BVI-registered mining company Chaarat Gold International Limited announced the extension of the anticipated closing date for the acquisition of Kapan Mining and Processing Company CJSC from 15 January 2019 to 31 January 2019, agreed with Kapan’s vendor PTML Holding Ltd, a subsidiary of Polymetal International Plc. The extension, which followed BVI company's announcement of the acquisition of 31 December 2018, has arisen as a result of the extended winter holidays in Russia and Armenia.

Also, it has been agreed that Chaarat will grant a pledge over the shares it has acquired in Kapan in favour of Polymetal, pending receipt of the US$40 million cash payment. If payment is not completed within 10 business days, Polymetal has the right to require the transaction to be unwound. Otherwise the transaction will progress as planned, and will remain as previously described.

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.

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.

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.

Luxoft Holding acquired Swiss company focused on Avaloq implementations

Luxoft Holding, Inc. announced that it has acquired UNAFORTIS, a Swiss company specializing in business consulting, Avaloq implementation and other IT services, including testing. Avaloq is a provider of fully integrated banking software, and UNAFORTIS is one of leading partners implementing Avaloq-related services.

The acquisition will add to BVI company’s expertise in standardized software, and will enable Excelian, Luxoft Financial Services to target growing global client base in banking sector. It will also allow the company to better differentiate and compete for complex end-to-end transformational engagements.

Luxoft Holding also plans to offer Avaloq-based services beyond mostly Swiss-client base of UNAFORTIS, and to develop more wealth management and private banking clients. The BVI company expects to build a 150 to 200-engineer global practice, taking advantage of the shared markets of Excelian and recently acquired derivIT in the UK, APAC, Germany and North America, as well as core capabilities of Luxoft.

UNAFORTIS partners commented on the acquisition deal: ”We are very pleased with our alliance with Luxoft. We believe that both the company’s culture and domain expertise will make for a successful acquisition… Our company has grown significantly in the last few years and still has a deep pipeline for further growth. We will help Luxoft grow its presence in wealth management and private and retail banking with the support of our highly skilled consultants.”

Talon Metals received an option to acquire 100 per cent of Tamarack Project

BVI-based exploration and development company Talon Metals Corp. provided an update on the Tamarack Project Nickel-Copper-PGE Project in the USA. Talon currently owns 18.45 per cent interest in the project, which is the main focus of its activities.

Talon Nickel (USA) LLC , the wholly-owned subsidiary of the BVI corporation, received formal notification from Kennecott Exploration Company that it has elected to grant Talon Nickel the exclusive option to purchase its 81.55% interest in the Tamarack Project, for a total price of US$114,000,000. In case the option will be exercised, Talon will become the owner of 100 per cent of the Project. The terms and conditions for the purchase transaction are set forth under the exploration and option agreement between the parties.

Talon Nickel has to inform Kennecott Exploration Company until November 6, 2017, as to whether it will exercise the purchase option. In case the option will be exercised, Talon Nickel is required to pay KEX a non-refundable deposit of US$14,000,000, and an additional US$100,000,000 within 18 months. If BVI company’s subsidiary chooses not to exercise the Purchase Option, the companies will enter into the Mining Venture Agreement and become joint venture partners.

Luxoft Financial Services division completed acquisition of derivIT

Luxoft Holding, Inc., a provider of software development services, innovative IT solutions and digital transformation has completed the transaction under the Share Purchase Agreement to acquire derivIT, a Singapore-based financial services technology consulting company. The transaction was closed upon the receipt of the approval by Reserve Bank of India.

The acquisition of derivIT adds several delivery centers in Bangalore, India; Dubai, UAE; and Tianjin, China. The acquisition also is expected to expand Luxoft’s existing capabilities in Singapore.

By words of President and CEO of Luxoft, the completion of the acquisition transaction “reinforces a strong foundation on which the company is building its presence and the delivery platform in the APAC.” He also said: “We are very pleased to welcome derivIT team and start realizing expected significant synergies in servicing current high-potential clients in the Asia Pacific region, anchoring new business opportunities in financial, automotive, telecom and other sectors, as well as taking advantage of the immediate cross-selling opportunities we see at this time.”

BVI company acquires securities of Diana Containerships Inc.

Global shipping company Diana Containerships Inc. announced that it has entered into a Securities Purchase Agreement with British Virgin Islands-registered Kalani Invesments Limited, which is not affiliated with the company. The agreement is for the sale of 3,000 newly designated Series B-1 Convertible Preferred Shares, preferred warrants to purchase 6,500 Series B-1 Convertible Preferred Shares and preferred warrants to purchase 140,500 newly-designated Series B-2 Convertible Preferred Shares.

The gross proceeds from the sale of 3,000 Preferred shares will be approximately US$3.0 million. Further on, the shipping company will be paid US$6.5 million upon exercise of all of the Series B-1 Preferred Warrants, and US$140.5 million if Series B-2 Preferred Warrants are exercised. The company intends to use net proceeds from the sales for general corporate purposes and/or to repay indebtedness under one or more of existing credit facilities.

NetDragon Websoft through its BVI subsidiary acquired shares in ARHT Media Inc.

NetDragon Websoft Holdings Limited announced in the press release the indirect acquisition, through its wholly owned BVI subsidiary NetDragon Websoft Inc., of beneficial ownerhsip of 13,333,333 common shares in the capital of ARHT Media Inc. Pursuant to the subscription agreement between the BVI company and the issuer, the price was CDN$0.15 per common share.

Upon closing of the Private Placement, NetDragon, through NetDragon BVI, has purchased direction and control over 13,333,333 common shares for aggregate holdings of 32,611,437 common shares, representing approximately 29.72 per cent of the issued and outstanding common shares.

Before the closing of the Private Placement the NetDragon controlled 19,278,104 common shares through NetDragon (BVI), representing approximately 19.99 per cent of the issued and outstanding common shares.

BVI-based RFW announced update on recapitalization transactions

RFW Banro Investments Limited, incorporated in the British Virgin Islands, announced that it or its affiliates will acquire direct or indirect beneficial ownership in an additional 278,138,715 common shares of Banro, pursuant to the support agreement entered into by RFW in respect of a plan of arrangement of Banro to effect a comprehensive recapitalization transaction.

Currently, RFW has direct or indirect ownership of 50,000,000 Common Shares, representing approximately 16.48% of the outstanding Common Shares, as well as ownership of warrants to acquire an additional 7,500,000 Common Shares, and US$20mln of preferred shares exchangeable for 29,256,766 Common Shares at a price of US$0.5673 per Common Share. Subject to the terms and conditions of the plan, the BVI company would have direct or indirect ownership of 328,138,715 Common Shares, which represent approximately 29.87% of the total amount of Common shares expected to be outstanding. Also, RFW agreed to purchae for cash up to US$50mln in principal amount of 10% senior secured notes.

Northwestern Enterprises purchased 4.2% of Aura MInerals common shares

BVI-incorporated company Northwestern Enterprises Ltd. had acquired 1,400,000 common shares of Aura Minerals, pursuant to a private share purchase agreement. The shares were bought for a total price of US$1,486,962, or US$1.062 per share, and represent approximately 4.2% of Aura's issued and outstanding common shares.

Upon the completion of the Private Purchase transaction, the BVI company owns or controls over 17,589,075 common shares which is approximately 52.6% of Aura's issued and outstanding common shares.

The transaction was completed as part of Northwestern's review of its investment holdings, and to permit it to increase its ownership in Aura.

China Natural Resources completed acquisition of Bolivian company

In the end of the year, China Natural Resources, Inc., the company headquartered in China and incorporated in the BVI, had completed the acquisition of Bolivian corporation Planta Metalurgica Antay Pacha S.A. Planta Metalurgica proposes to operate a copper smelting plant in western Bolivia, and is completing the licensing procedure. The trial run is expected to start in the second quarter of 2017, and commercial production will start in the fourth quarter of the year. The purchase price of US$1,541,129 includes US$1,441,129 of debt that is payable upon demand.

CEO of China Natural Resources commented on the acquisition: "We are excited about the prospects of adding a copper smelter to our mining operations in the PRC and believe that Bolivia, a country abundant in various natural resources, offers us the opportunity to diversify our operation. We will continue to explore new businesses opportunities to contribute to revenues and enhance shareholder values."

MIE Maple Investments announced acquisition of Journey Energy shares

MIE Maple Investments Limited, incorporated under the law of the British Virgin Islands and headquartered in Hong Kong, announced the acquisition of 16,355,798 common shares and restricted voting shares in the capital of Journey Energy Inc, pursuant to the share purchase agreement signed at September 15, 2016. The shares were purchased from Infra-PSP Partners Inc. for total consideration of US$33,846,602 (approximately US$2.069 per share).

Acquisition is expected to close on or before September 30, 2016, and upon this moment the BVI company will get ownership of 37.5 per cent of the issued and oustanding shares of Journey Energy. MIE did non hold any shares before the acquisition.

The BVI company acquires shares for investment purposes. It may buy additional shares either on the open market or through private acquisitions, or sell them privately or on the open market.

MIE Maple Investments is a wholly owned subsidiary of MIE Holdings Corporation, which is an independent oil and gas company working in China, Kazakhstan and the US.