Maxim Resources signs HOA over BVI company-related concession

Maxim Resources Inc., the Canadian oil and gas production and exploration company, made an announcement that it has entered into a non-binding Heads of Agreement with Quest Investments LLC, incorporated in Dubai, and its wholly-owned subsidiary Quest Oil & Gas Ventures Inc.

Upon completion of the transactions under the agreement, dated effective March 20, 2015, Quest will become a significant shareholder of Maxim, and the Canadian company will purchase up to 25 per cent indirect equity ownership interest in an oil and gas exploration and production concession, in the United Arab Emirates. The concession right holder, pursuant to Petroleum Concession Agreement, is UAQ Petroleum Limited – a HK company, which is a subsidiary of Canemir Petroleum Corp., incorporated in the British Virgin Islands. This BVI company is 50 per cent owned by Quest Oil & Gas Ventures, and 50 per cent by Arawak Euroasia FZE.

Under the terms of the agreement, Maxim will acquire 50 per cent of Quest, which will give the Canadian company an indirect 25 per cent equity ownership interest in Canemir. Upon completion of the transactions contemplated in the agreement, Quest may become the holder of more than 20 per cent of Maxim shares, which will give it a control over oil and gas company.

Camelot Information Systems Inc. signed Merger Agreement with BVI companies

Camelot Information Systems Inc., the Chinese company providing enterprise application and financial industry information technology services, entered into a definitive Agreement and Plan of Merger with Camelot Employee Scheme Inc., a limited liability company domiciled in the British Virgin Islands and owned by Chinese company’s Chairman and Chief Executive Officer Mr. Simon Yiming Ma, and Camelot Employee SubMerger Scheme INC., another BVI-incorporated limited liability company, which is wholly-owned subsidiary of Camelot Employee Scheme Inc. 

Under the terms of the merger agreement, Camelot Employee Scheme Inc. will acquire Camelot Information Systems for US$0.5125 per ordinary share of the Chinese company or US$2.05 per American Depositary Shares, each representing 4 shares. The consideration to be paid to shareholders implies an equity value for the Company of approximately US$98.2 million, on a fully diluted basis.

At the time of the merger, Employee SubMerger Scheme INC. will merge with Camelot Information Systems, the last one continuing as the surviving corporation and a wholly owned subsidiary of the BVI-based Camelot Employee Scheme Inc.

The Merger Agreement and the Merger was approved by the board of directors of Camelot Information Systems, and it was recommended that the company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The deal is currently expected to close in early 2014. If completed, the Merger will result in the Chinese company becoming a privately held company, its ADSs being delisted from the NYSE.

BVI-based blank check company acquires Black Diamond Holdings LLC

BGS Acquisition Corp., a blank check company formed in the British Virgin Islands for the purpose of acquiring or merging with operating businesses in the United States or Latin America, has entered into a definitive agreement with Black Diamond Holdings LLC. The purpose of the agreement with the US-based holding company is to complete a business combination and to acquire Black Diamond in all-stock transaction, which values Black Diamond at an equity value of US$400,000,000.

The execution of the definitive agreement with Black Diamonds allows the BVI company a three month extension to complete the business combination until September 26, 2013.

Black Diamond Holdings LLC is a diversified holding company having assets in a number of sectors, including mining, healthcare, and technology.

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.”

China Wireless Technologies enters into agreement with BVI-incorporated shareholder

China Wireless Technologies Limited ($87.76 million), a Chinese company focused on developing and providing integrated solutions for smartphone sets, mobile data platform systems, and value-added business operations, signed agreement with British Virgin Islands-registered Data Dreamland Holding Limited. Under the terms of this agreement, Data Dreamland, which is a controlling shareholder of China Wireless, will subscribe 150 million new shares at a price of HKD4.55 ($0.59) per share, for gross proceeds of $87.76 million.

The subscription shares represent approximately 7.14% stake of the existing issued share capital of China Wireless, and approximately 6.66% of the issued share capital as enlarged by the allotment and issue of the subscription shares.

The closing of the private placement transaction is expected to occur in February 2011. China Wireless intends to use the net proceeds from the acquisition for its general working capital purposes.

Pansoft acquires full stock of Beijing ITLamp Technology

Pansoft Company Limited, a British Virgin Islands-registered provider of software ERP solutions and on-demand customized services for oil and gas industry in China, announced that it has signed an agreement for the acquisition of 100 per cent equities of Beijing ITLamp Technology Co., Ltd., for approximately US$3.07 mln. US$1.17 mln of this sum will be paid in cash and the balance in restricted Company stock (approximately US$1.90 mln).

The purchased company is an IT solution and service provider servicing oil companies with digital desktop office platform, material supply system, analytical and test system. ITLamp has developed over 20 software programs in different areas of the oilfield operations. The major customer of ITLamp is PetroChina Tarim Oilfield Company.

According to Pansoft's announcement, the BVI company will leverage ITLamp's customer base and solutions to increase its presence in the oilfield market segment. Also, ITLamp's core proprietary technologies will be combined with Pansoft's solution portfolio and technology platform, and provide higher quality services and more comprehensive solutions to its clients.

Hugh Wang, Chairman of BVI company's Board, said that, following the acquisition of Hongao Power's technology and service, Pansoft reached another important milestone in its expansion plan for 2010 with the acquisiton of ITLamp.

EIH Ltd buys 46 per cent stake in BVI-based joint venture

EIH Limited, India-based hospitality firm whose principal activities are operating restaurants, bars and hotels, made an announcement that its board has approved buying 45.85 percent stake in its international joint venture EIH Holdings LTD, incorporated under the law of the British Virgin Islands, for US$45.85 million. EIH Ltd announced that its wholly-owned unit will acquire the equity interest of its partner Amex Investment Ltd in the joint venture.

EIH Ltd currently holds a 54.15 percent stake in the joint venture firm through its subsidiary, EIH International Ltd., British Virgin Islands. Pursuant to the deal it will become the whole owner of the JV.

Eastern International Hotels (EIH) Limited operates in two segments: hotels and others. Its services include airline catering, management of restaurants and airport bars, travel and tour services, car rental, project management and corporate air charters.

The BVI-registered joint venture has investments in hotels in Mauritius and Indonesia, and hotel management contracts in various countries.

Brazilian Gold Corporation through its BVI subsidiary signed Definitive Agreement on Boa Vista Project in Brazil

Brazilian Gold Corporation, the Canadian public company focused on acquisition, exploration and development of mineral properties in the Tapajos region of Brazil, signed a Definitive Agreement through its wholly owned British Virgin Islands-registered subsidiary Cabral Resources (BVI) Ltd. with Golden Tapajós Mineracão Ltda., Octa Mineracão, Ltda. and D'Gold Mineral, Ltda. The agreement is for the acquisition of a 51% interest in Boa Vista Gold Inc. that will be the indirect holder of the rights to the Boa Vista Project through its ownership of Golden Tapajós. 55% of Boa Vista Gold, which is incorporated in the British Virgin Islands, is owned by Octa Mineracão and 45% by D'Gold. The Definitive Agreement for this transaction was signed on January 21, 2010.

Under the terms of the Definitive Agreement, Octa and D'Gold are transferring their 100% interest in Golden to BVG. Cabral Resources (BVI) must undertake the following actions, in order to get a 51% interest in BVG: pay to Octa and D'Gold the amount of US$600,000 on the closing date which is on or before February 26, 2010, and incur US$3,000,000 in exploration expenses on or before the second anniversary date of signing the Definitive Agreement (First Option). Upon fulfilling this, Octa and D'Gold must notify Cabral within thirty days of whether it wants to form a Joint Venture or grant the Second Option to earn an additional 19% interest in BVG.

The Boa Vista Project is located near the southern border of the Tapajós Mineral Province. The Project includes a number of historic alluvial deposits partially explored by Golden Tapajós. Cabral Resources (BVI) Ltd. intends to undertake a systematic exploration program over the Project, and make detailed geological mapping, geochemical and geophysical surveys.

Gurit makes acquisition deal with the BVI company

Gurit Holding, an international company which takes leading positions in the development and manufacturing of advanced composite materials and solutions in the markets of Wind Energy, Transportation and Marine areas, has signed an agreement with Windy Shore Holdings Limited, which is registered in the British Virgin Islands. By terms of the agreement the Swiss company will acquire Suzhou Red Maple Wind Blade Mould Co. Ltd., Taicang, Jiangsu/China, by taking over its parent company Cheer Tech Investment Limited, based in Hong Kong, from the BVI company owning it.

The acquisition will allow Gurit to substantially increase its strategic technology and product offering in the rapidly growing Wind Energy market, especially in Asia and China. By signing the agreement with Windy Shore Holdings to acquire Suzhou Red Maple, Gurit acquires the market leading Chinese producer of wind turbine blade moulds thus expanding its offering especially in the infusion technology segment of the Wind Energy Market. Suzhou Red Maple is located in Taicang, Jiangsu/PRC, having generated annual sales volume of around CHF 30 million in 2009.

The price of the acquisition deal will consist of an initial payment and performance based installments over the next three years, and will make about CHF 40 million. The acquisition transaction is expected to be closed before the end of 2009. With this acquisition, China becomes largest production base of Gurit.

BVI company sells control of Bozel S.A. to Trillian Exploration Corporation

Trilliant Exploration Corporation, a producing mineral exploration and development company headquartered in New York and having its principal operations in Southern Ecuador, South America, entered into an agreement with the British Virgin Islands-registered Wellgate International Limited. As a result of this agreement, Trilliant will purchase full stock of BVI company's shares of Luxembourg-registered company Bozel S.A.

Under the terms of the Agreement, Trilliant shall purchase up to 100% of the outstanding capital stock of Bozel, on a fully diluted basis, in exchange for US$80,000,000 of the common stock of the Registrant. As part of the acquisition, Trilliant will also advance to Bozel a cash loan of US$ 20,000,000.

The consolidated operations of Trilliant Exploration plan to reach the amount of 750 tons-per-day within the next 18 months.

BVI-registered Wellkan Resources Limited and JJR II Acquisition Inc. announce definitive agreement and additional transaction information

British Virgin Islands-incorporated Wellcan Resources Limited, engaged in the acquisition, exploration and development of mineral properties in the Chinese Republic, has announced that JJR II Acquisition Inc., Wellkan, Fit Plus Holdings Limited, Ma Zhaoyang and Liu Bingqiang entered into an acquisition agreement dated April 17, 2009. The definitive agreement, which followed signing the letter of intent in December 2008, provides for the acquisition of all issued and outstanding securities of the BVI company by JJR, by way of share exchange.

The share exchange, which, if completed, will be the qualifying transaction of JJR, provides an offer to the Wellkan shareholders, and the Wellkan shareholders tender their shares pursuant to letters of transmittal. The controlling shareholder has already agreed to tender its common shares of the BVI company, representing 51% of the outstanding Wellkan shares, pursuant to the proposed transaction.

Pursuant to the terms of the Definitive Agreement and the Letter of Transmittal, subject to receipt of applicable regulatory approvals, shareholders of JJR and Wellkan will conduct share exchange while Wellkan will become a wholly owned subsidiary of JJR. Pursuant to the proposed transaction, the holders of the Wellkan shares will exchange their shares for 50,000,000 common shares of JJR, at a price of $0.35 per share.

BVI-registered RAK Real Estate Ltd. to acquire Kuwait-based business

RAK Real Estate Ltd., a company registered in the British Virgin Islands and having office in Dubai, UAE, has announced that it has entered into a conditional agreement for the acquisition of the entire beneficial interest in RAFCO business, which is part of Rafco International Real Estate Company K.S.C.C., of Kuwait City, Kuwait. The total amount payable for this acquisition is US$927,129,210. This consideration will be satisfied by the issue of new shares at a price of US$5.00 each, and totaling amount of 185,425,842 shares.

In addition, a Kuwait based institution has conditionally agreed upon admission to acquire from the principal shareholder, Rafed A.M. Al Khorafi, a total amount of 18,357,158 shares representing approximately 9.9% of the Enlarged Share Capital, at a price per share of $5.00. Total amount of this transaction will to make $91,785,790.00.

Speaking on behalf of the board of directors, the chairman Ahmed Al Omani said that the proposed acquisition represents an important opportunity for the company to strengthen its growth prospects and accordingly enhance shareholder value.

The British Virgin Islands-based RAK Real Estate Ltd. floated on PLUS as an investing company in August 2008, and consists primarily of Kuwaiti shareholders.

China Technology Announces Proposed Offering of US$20 Million Convertible Notes of Its Subsidiary

China Technology announces proposed offering of US$20 mln of its BVI subsidiary.

BVI-registered China Technology Development Group Corporation (CTDC), providing solar energy products and solutions in the Chinese market, announced that its wholly-owned subsidiary China Green Holdings Ltd. (BVI) entered into a memorandum of understanding with CMTF Asset Management Limited – a joint venture held by China Merchants Securities Investment Limited and Taifook Fund Managers Limited. By the terms of the document, CGHL intends to offer approximately an aggregate principal amount of US$20 mln convertible notes due 2013, in a private offering to CMTF Asset Management Limited and its affiliated sophisticated investors, with interest rate equal to HK Prime Rate per annum.

In certain circumstances, the notes will be convertible into the ordinary shares of CGHL, representing 15% of its share capital and voting right, or the common shares of CTDC with a conversion price at US$3.01 per share. CGHL expects to use net proceeds from the offering of the notes for expansion of its manufacturing operations, the solar power plant project, and as working capital.

BVI-registered China Natural Resources to acquire Coal Exploration Company in China

On July 15, 2008, China Natural Resources Inc., a company incorporated in BVI and based in China, announced that, on July 11, 2008 it entered into an agreement with Feishang Group Limited.

Feishang Group Limited is a related party, from which China Natural Resources agreed to acquire, firstly, all of the issued and outstanding capital stock of Pineboom Investments Limited and its wholly-owned subsidiaries or Coal Group, and, secondly, the outstanding indebtedness owing by the Coal Group to Feishang Group on the closing date.

The purchase price for the shares (all the stock) and indebtedness is USD 25 million, which is subject to adjustment. The details on the transaction were included into the Company's Current Report with the Securities and Exchange Commission on July 15, 2008. The closing date of the deal is expected in the 1st quarter of 2009.

The CEO and Chairman of a British Virgin Islands corporation commented that the acquisition is consistent with the company's strategy to expand coal and metal reserves, and that China Natural Resources is optimistic about the prospect of the coal mining industry in China as economic growth is continuing there.

BVI-registered Asia Automotive Acquisition Corporation reports shareholders approval of merger with the company and Hunan Tongxin Enterprise Co., Ltd.

Last week, BVI-registered Asia Automotive Acquisition Corporation (AAAC) announced that its shareholders approved the merger with Hunan Tongxin Enterprise Co., Ltd. The BVI blank check company signed Equity Acquisition Agreement with the Chinese Tongxin Enterprise Co., Ltd. in July, 2007. Pursuant to this agreement, both companies are to merge into a new BVI-domiciled entity, and its name is to be changed to Tongxin International, Ltd. (TXI).

The approval of the shareholders of the BVI company was received at a meeting that took place at AAAC's corporate headquarters; approximately 85% of the shareholders voted for Proposal 1, and about 86% voted for Proposal 2. As the result of the transaction, each share of AAAC will be automatically converted into one share of TXI, and each outstanding warrant of the BVI company will be assumed by TXI with the same terms.

At the same time as the merger, BVI-based TXI will acquire 100% of the issued and outstanding common stock of Hunan Tongxin. The company has applied for listing on the NASDAQ Stock Market under the proposed symbols, TXIC, and TXICW, TXICU.

Hunan Tongxin CEO Mr. Duanxiang Zhang stated in his comments that, as a result of the merger and anticipated NASDAQ listing, the company “will be a much stronger participant in the Chinese automotive market.” Also, in his words, the merger will help the company to expand on the international automotive markets, thus enhancing the long term value of TXI for its shareholders.

LonZim purchases remaining stake in BVI-based Bluberry International Services

LonZim Plc, which has been established for the principal purpose of making investments in Zimbabwe announced that it had acquired the remaining 20% of British Virgin Islands-registered Blueberry International Services Ltd. - an offshore company that controls 60% of Celsys Limited, a Zimbabwean publicly listed company operating in the telecommunications and security printing sector. The BVI registered Blueberry International Limited also is the sole owner of Zimbabwean private industrial chemical manufacturer and distributer - Gardoserve Limited, the company trading under the "Millpal" brand.

The stake in the BVI company was acquired from Coast2Coast Communications Investments for US$1,362,500. This deal followed LonZim's GBP 2,431,000 worth acquisition of an initial 80% of BVI offshore company in January 2008. At that moment LonZim also entered into a 'put and call option' agreement with Coast2Coast with option period valid till 1 October 2012. In accordance to this agreement under the call option LonZim can acquire the remaining 20% in Blueberry at the same price. Under the put option LonZim can be required to acquire the remaining 20 per cent in Blueberry at a price of US$1,362,500.

AAAC and Tongxin Enterprise Co. merging into a new BVI company Tongxin International, Ltd.

Asia Automotive Acquisition Corporation (AAAC) has reported the unaudited financials for its merger partner Hunan Tongxin Enterprise Co., Ltd., for the three and nine month periods ended September 30, 2007.

AAAC is a blank check company incorporated in June 20, 2005, for the purpose of effecting a merger, capital stock exchange, or other business combination with one or more operating business within the global automotive component industry that have their primary operating facilities located in China, India, or the Association of South Eastern Nations. On July 25, 2007, AAAC announced that it signed an Equity Acquisition Agreement with Tongxin Enterprise Co., Ltd. Pursuant to this agreement, AAC and Tongxin will merge into a new British Virgin Islands-domiciled company, Tongxin International, Ltd.

Tongxin Enterprise was established under in 1984 under Chinese corporate law. On November 2, 2000, Tongxin was converted into a stock holding company, and currently it is the largest private Chinese independent supplier of Engineered Vehicle Body Structures.

For the third quarter ended September 30, 2007, the reported revenue of Tongxin was approximately $21.8 million, - a 43% increase from $15.2 million for the same period in the previous year. Operating income made approximately $4.1 million, an increase of 41% from $2.9 million for the same period last year. Net income totaled approximately $2.5 million, that is 39% increase from $1.8 million for the same period in the prior year.

For the nine month period ended September 30, 2007, Tongxin had net income of $7.75 million, - a 102% increase from $3.83 million for the same period of the year 2006. Company's net income for the current period excludes one time costs of $230,000 for legal, accounting and audit fees associated with the proposed transaction with AAAC. Earnings before Interest and Tax payment made $14.6 million, or 23.2% of net revenues.