Axion Ventures Inc., formerly known as Capstream Ventures Inc., announced that the company closed its investment in the private British Virgin Islands-registered company Red Anchor Trading Corp, the company engaged in developing "HotNow" platform. The investment agreement between the two companies was primarily announced in October 2016.
CEO and Chairman of Axion Ventures commented: "We are very excited to complete the Investment... In the latter part of 2016 and the first quarter of 2017, we focused our team on forming our joint venture with True Corporation Public Company Limited and assisting Axion Games Limited with strategic advice on game development and launch, which are both progressing well." He also announced updated information on the progress of HotNow application.
The BVI company issued 9,375 ordinary shares to Axion at US$160 per share, in consideration for the US$1.5 million investment. This amount represents 15 per cent of the post-closing issued and outstanding voting shares of Red Anchor on a fully diluted basis. Axion received participation rights in any future security offering of Red Anchor that will allow it to maintain its proportionate interest in the BVI company; tag-along rights in the event of certain share
transfers; nformation rights to monthly management reports and financial statements of Red Anchor; inspection rights; and the right to appoint at least one non-executive director to the Red Anchor board of directors.
Showing posts with label Non-arm's length transaction. Show all posts
Showing posts with label Non-arm's length transaction. Show all posts
Monday, April 10, 2017
Saturday, November 5, 2016
Capstream Ventures investing in BVI company shares
An investment issuer Capstream Ventures Inc. entered into an investment agreement with Red Anchor Trading Corp., a British Virgin Islands-registered company mainly operating in Bangkok, Thailand. Red Anchor is engaged in developing "HotNow" application, which is a marketing automation platform for retailers to offer various promotions in genres of their interests and within their proximity.
According to the Investment Agreement, Capstream has agreed to invest US$1.5 million in the BVI company, to purchase 9,375 of its ordinary shares, which make 15.9% of its voting shares on a fully diluted basis. The investment proceeds will be used for funding working capital of Red Anchor. The Agreement is subject to final TSXV approval.
According to the Investment Agreement, Capstream has agreed to invest US$1.5 million in the BVI company, to purchase 9,375 of its ordinary shares, which make 15.9% of its voting shares on a fully diluted basis. The investment proceeds will be used for funding working capital of Red Anchor. The Agreement is subject to final TSXV approval.
Tuesday, July 17, 2012
PetroKamchatka Plc announced farm-in agreement with BVI-based oil and gas exploration company
PetroKamchatka Plc, an international oil exploration company incorporated in Jersey, entered into a non-arms length farm-in agreement with East Siberian Resources Ltd., the company incorporated in the British Virgin Islands and managing oil and gas projects in the Krasnoyarsk region and on Sakhalin Island, Russia. The BVI company is 100% owned by the Alltech - a direct investment company, based in Russia.
Under the terms of the farm-in agreement, PetroKamchatka may earn up to 51% of the outstanding shares on fully diluted basis in two wholly-owned Cyprus subsidiaries of the BVI company – Elranio Holdings Ltd. and Lesona Holdings Ltd. Elranio is an indirect holder of 100% interest in an exploration and production license on the eastern coast of the Sakhalin Island. Lesona indirectly holds one oil production licence and one exploration and production licence located in Eastern Siberia.
PetroKamchatka intends to pursue a fund raising for approximately US$50 million, for full funding of the work program contemplated by the farm-in agreement and for general corporate purposes. The fund raise will be undertaken by a brokered private placement of common shares of the corporation at a market determined price.
Upon the execution of the farm-in agreement, PetroKamchatka intends to diversify its focus area from exploration in Kamchatka to exploration in Eastern Siberia and the Sakhalin region of Russia. Accordingly, the corporation will seek shareholder approval to change its name to “EastSiberian Plc”.
Under the terms of the farm-in agreement, PetroKamchatka may earn up to 51% of the outstanding shares on fully diluted basis in two wholly-owned Cyprus subsidiaries of the BVI company – Elranio Holdings Ltd. and Lesona Holdings Ltd. Elranio is an indirect holder of 100% interest in an exploration and production license on the eastern coast of the Sakhalin Island. Lesona indirectly holds one oil production licence and one exploration and production licence located in Eastern Siberia.
PetroKamchatka intends to pursue a fund raising for approximately US$50 million, for full funding of the work program contemplated by the farm-in agreement and for general corporate purposes. The fund raise will be undertaken by a brokered private placement of common shares of the corporation at a market determined price.
Upon the execution of the farm-in agreement, PetroKamchatka intends to diversify its focus area from exploration in Kamchatka to exploration in Eastern Siberia and the Sakhalin region of Russia. Accordingly, the corporation will seek shareholder approval to change its name to “EastSiberian Plc”.
Friday, August 6, 2010
KCC Capital exploration enters into LOI with BVI company
Canada-based capital pool company KCC Capital Corporation, incorporated on August 2, 2007 and publicly listed on January 31, 2008, entered into a letter of intent with British Virgin Islands-registered company Feng Prosperous International Limited. KCC Capital's Qualifying Transaction relates to the acquisition of a private Chinese company Shenyang Lufeng Foodstuff Co., Ltd. (through its holding company), a private HK-based company Lufeng Development Limited, and its holding company - British Virgin Islands private company Lufeng International Limited.
Lufeng companies are working in the Chinese food industry, and are principally engaged in raising, slaughtering and processing of beef cattle, as well as the production, sale, marketing, distribution and export of beef products, mainly in the city of Shenyang, Liaoning province of China. The companies also export products to the Middle East region.
Under the terms of the acquisition transaction, KCC will acquire control of Lufeng, for a consideration of such number of common shares that represents 97.12% of the issued and outstanding shares of the Canadian company, after completion of the acquisition. The consideration will be settled between the parties prior to executing the definitive agreement for the acquisition based on the fact that the current KCC shareholders will own approximately 2.88% of Lufeng.
Also, KCC will complete a concurrent offering prior to the closing of the transaction. It is expected that the company will complete a share consolidation prior to the closing of the concurrent offering, as a result of which company's shareholders will hold approximately 575,868 common shares immediately prior to the acquisition, and that the existing holders of company options will hold options to acquire approximately 64,953 common shares of the Company at an exercise price of approximately CAN$1.493 per share.
KCC Capital will re-domicile from British Columbia to the Cayman Islands or other jurisdiction prior to completion of the acquisition transaction.
Lufeng companies are working in the Chinese food industry, and are principally engaged in raising, slaughtering and processing of beef cattle, as well as the production, sale, marketing, distribution and export of beef products, mainly in the city of Shenyang, Liaoning province of China. The companies also export products to the Middle East region.
Under the terms of the acquisition transaction, KCC will acquire control of Lufeng, for a consideration of such number of common shares that represents 97.12% of the issued and outstanding shares of the Canadian company, after completion of the acquisition. The consideration will be settled between the parties prior to executing the definitive agreement for the acquisition based on the fact that the current KCC shareholders will own approximately 2.88% of Lufeng.
Also, KCC will complete a concurrent offering prior to the closing of the transaction. It is expected that the company will complete a share consolidation prior to the closing of the concurrent offering, as a result of which company's shareholders will hold approximately 575,868 common shares immediately prior to the acquisition, and that the existing holders of company options will hold options to acquire approximately 64,953 common shares of the Company at an exercise price of approximately CAN$1.493 per share.
KCC Capital will re-domicile from British Columbia to the Cayman Islands or other jurisdiction prior to completion of the acquisition transaction.
Monday, May 24, 2010
Eurocontrol updated information on transaction with Athlone Global Security Inc.
Eurocontrol Technics Inc., a Canadian public company specializing in the acquisition, development and commercialization of energy security, authentication and verification technologies, announced that the shareholders of Eurocontrol have approved the proposed acquisition of all of the issued and outstanding shares of the BVI company Athlone Global Security Inc., in exchange for common shares and warrants of Eurocontrol. The company announced that its shareholders, holding approximately 21 per cent of the issued and outstanding shares of Eurocontrol, voted for the transaction with more than 99 per cent of the votes cast.
The combined company will take the name Athlone Global Solutions Inc., and its common shares will trade on the TSX Venture Exchange under the symbol “AGH”.
Additionally, Eurocontrol announced that it has completed the first tranche of its previously announced non-brokered private placement financing of special warrants at a price of US$0.30 per Special Warrant, for gross proceeds of US$880,000.
Wednesday, December 2, 2009
Eurocontrol enters into agreement with the BVI-registered Athlone Global Security
Canadian public company Eurocontrol Technics Inc. provided an update with respect to the letter agreement entered into with Athlone Global Security Inc., which is registered in the British Virgin Islands, on October 16, 2009.
According to the letter agreement, Eurocontrol, which specializes in the acquisition, development and marketing of innovative security technologies, will acquire all of the issued and outstanding common shares of the BVI company, in exchange for common shares and warrants of Eurocontrol Technics Ltd. As Eurocontrol and AGS have a director and officer in common, the transaction will be considered a non-arm's length transaction for the purposes of TSX Venture Exchange. Pursuant to the transaction, the shareholders of the BVI company will receive 2.4 common shares of Eurocontrol for each common share of the AGS. The deemed price per AGS share is $0.72 - based on the October 15, 2009 closing price of Eurocontrol on the TSX Venture Exchange. In addition, holders of common shares of AGS will receive one-half of one common share purchase warrant for each common share issued.
Upon completion of the transaction, the combined company will be positioned to become an integrator through the facilitation of end to end solutions with respect to its technologies.
The letter agreement between the parties also provides that in case if AGS receives a financially superior offer from a third party to acquire more than 50% of the assets of AGS, the BVI company shall pay Eurocontrol a $500,000 termination fee.
Currently there are 51,029,949 common shares of Eurocontrol issued and outstanding, and the combined company resulting from the completion of the transaction will have 144,004,751 common shares. The shareholders of the Canadian and the BVI company will hold in it 35.5% and 64.5% respectively.
According to the letter agreement, Eurocontrol, which specializes in the acquisition, development and marketing of innovative security technologies, will acquire all of the issued and outstanding common shares of the BVI company, in exchange for common shares and warrants of Eurocontrol Technics Ltd. As Eurocontrol and AGS have a director and officer in common, the transaction will be considered a non-arm's length transaction for the purposes of TSX Venture Exchange. Pursuant to the transaction, the shareholders of the BVI company will receive 2.4 common shares of Eurocontrol for each common share of the AGS. The deemed price per AGS share is $0.72 - based on the October 15, 2009 closing price of Eurocontrol on the TSX Venture Exchange. In addition, holders of common shares of AGS will receive one-half of one common share purchase warrant for each common share issued.
Upon completion of the transaction, the combined company will be positioned to become an integrator through the facilitation of end to end solutions with respect to its technologies.
The letter agreement between the parties also provides that in case if AGS receives a financially superior offer from a third party to acquire more than 50% of the assets of AGS, the BVI company shall pay Eurocontrol a $500,000 termination fee.
Currently there are 51,029,949 common shares of Eurocontrol issued and outstanding, and the combined company resulting from the completion of the transaction will have 144,004,751 common shares. The shareholders of the Canadian and the BVI company will hold in it 35.5% and 64.5% respectively.
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