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.
Showing posts with label Private Placement. Show all posts
Showing posts with label Private Placement. Show all posts
Monday, November 26, 2018
Saturday, October 28, 2017
Mkango Resources announced £500,000 placing with the BVI company
Mkango Resources Ltd., an exploration company working in the Republic of Malawi, has received conditional regulatory approval for the previously announced placing, according to which BVI-registered Talaxis Ltd, a wholly owned subsidiary of Noble Group, invested £500,000 at 3.5 pence per equity unit to acquire 14.5 per cent interest in Mkango.
The investment by the BVI company has been completed by placing 14,285,715 equity units of Mkango. The new shares are applied to be admitted to AIM. Following the placing, Talaxis will hold an interest of 14.5% in Mkango Resources. In connection with the placing, Talaxis has been issued 14,285,715 common shares of Mkango and Share purchase warrants to acquire up to 12 million Shares of Mkango. Each warrant is exercisable at a price of 6.6 pence until December 31, 2020.
Also, the 12 million Share purchase warrants previously issued to Noble Resources International Pte Ltd, a wholly owned subsidiary of Noble, will be cancelled. The BVI subsidiary will not exercise that proportion of its Talaxis Warrants which would result in it holding 20% or more of the outstanding Shares.
Following AIM admission, Mkango Resources will have 98,198,187 common shares in issue.
The investment by the BVI company has been completed by placing 14,285,715 equity units of Mkango. The new shares are applied to be admitted to AIM. Following the placing, Talaxis will hold an interest of 14.5% in Mkango Resources. In connection with the placing, Talaxis has been issued 14,285,715 common shares of Mkango and Share purchase warrants to acquire up to 12 million Shares of Mkango. Each warrant is exercisable at a price of 6.6 pence until December 31, 2020.
Also, the 12 million Share purchase warrants previously issued to Noble Resources International Pte Ltd, a wholly owned subsidiary of Noble, will be cancelled. The BVI subsidiary will not exercise that proportion of its Talaxis Warrants which would result in it holding 20% or more of the outstanding Shares.
Following AIM admission, Mkango Resources will have 98,198,187 common shares in issue.
Saturday, March 4, 2017
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.
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.
Saturday, October 1, 2016
BVI company investing in Cadillac Ventures Inc., private placement announced
Cadillac Ventures Inc. has announced a proposed investment of US$900,000 through a non-brokered private placement, from three independent investors to acquire 18 million units at US$0.05 each, with each unit consisting of one common share and one warrant exercisable at US$0.05 to acquire one common share for a period of 24 months. After the issuance of the units the company will have a total of 52,669,881 common shares.
One of the new investors is British Virgin Islands-incorporated Best Path Developments Limited which will hold 7,571,364 common shares making 14.375%. If the unit warrants were exercised it could control 25.1% of Cadillac. The BVI company is controlled by Mr. Youliang Wang who is to be appointed as Chairman of Cadillac and a member of its Board of Directors. The other two purchasers acquire 9.9% of Cadillac, so the exercised warrants will be over 10%.
The private placement is planned to close on October 3, 2016. A four month hold period will apply to the issued securities. The proceeds from the private placement will be used for general working capital.
One of the new investors is British Virgin Islands-incorporated Best Path Developments Limited which will hold 7,571,364 common shares making 14.375%. If the unit warrants were exercised it could control 25.1% of Cadillac. The BVI company is controlled by Mr. Youliang Wang who is to be appointed as Chairman of Cadillac and a member of its Board of Directors. The other two purchasers acquire 9.9% of Cadillac, so the exercised warrants will be over 10%.
The private placement is planned to close on October 3, 2016. A four month hold period will apply to the issued securities. The proceeds from the private placement will be used for general working capital.
Monday, March 2, 2015
BVI company entered into private placement agreement with SouthGobi Resources
SouthGobi Resources Ltd., an integrated coal mining, development and exploration company operating in Mongolia, entered into a private placement agreement with Novel Sunrise Investments Limited, an investment holding company incorporated in the British Virgin Islands, and focused on the real estate, logistics and supply chain management industries. Pursuant to this agreement, an aggregate of up to 21,750,000 common shares of SouthGobi are issuable to the BVI company. The proceeds of the agreement, where Novel Sunrise Investments is an investor and strategic partner, will make up to US$7.5 million, with initial tranche of approximately US$3.5 million, to be closed on March 3, 2015. The proceeds will be applied towards general working capital.
Novel Sunrise has also entered into a Sale and Purchase Agreement with Turquoise Hill Resources Ltd, the largest shareholder of SouthGobi Resources, to purchase 48,705,155 common shares of which Turquoise Hill is the current holder, at a price of CDN$0.35 per common share payable in cash. The closing of this agreement is expected to occur no later than March 31, 2015.
Novel Sunrise has also entered into a Sale and Purchase Agreement with Turquoise Hill Resources Ltd, the largest shareholder of SouthGobi Resources, to purchase 48,705,155 common shares of which Turquoise Hill is the current holder, at a price of CDN$0.35 per common share payable in cash. The closing of this agreement is expected to occur no later than March 31, 2015.
Thursday, June 5, 2014
Canadian Quantum completed private placement offering
Canadian Quantum Energy Corporation made the announcement that, pursuant to the investment agreement with the BVI-registered company Lang International Holdings Limited and Douglas Brett, the President and CEO of Canadian Quantum, the company completed the first tranche of previously announced private placement offering of its common shares.
Pursuant to the closing of the first tranche, the BVI company purchased 11,660,000 Common Shares at a price of US$0.10 per Common Share for gross proceeds of US$1,166,000. The additional tranche of the Equity Private placement is also anticipated. Additionally, upon the closing of the first tranche, Canadian Quantum repaid the short term loan from Lang in the amount of $350,000.
Canadian oil and gas company also announced that its subsidiary purchased certain seismic equipment from an associate of Lang, at a purchase price of 10,971,000 Common Shares, that were issued to Lang, at a deemed price of $0.10 per Common Share. Concurrently with the closing of the Equity Private Placement, Canadian Quantum also completed the previously announced Debenture Private Placement, pursuant to which the BVI company purchased Series 1 Debentures in the principal amount of US$935,239.73 and the holders of the previously outstanding debentures purchased Series 1 Debentures in the principal amount of US$935,239.73.
Under the Equity Private Placement, Lang acquired 11,660,000 Common Shares, 10,971,000 were acquired by the BVI company under the Asset Acquisition, and Series 1 Debentures in the principal amount of $935,239.73 were acquired under the Debenture Private Placement. Therefore, Lang will hold 22,631,000 Common Shares or approximately 39.49 per cent of the total issued and outstanding Common Shares, and Series 1 Debentures in the principal amount of US$935,239.73. Assuming the conversion of such Series 1 Debentures, Lang would own or control 30,424,664 Common Shares or approximately 46.74% of the total issued and outstanding Common Shares. The purchase of the securities by Lang was made for investment purposes.
Pursuant to the closing of the first tranche, the BVI company purchased 11,660,000 Common Shares at a price of US$0.10 per Common Share for gross proceeds of US$1,166,000. The additional tranche of the Equity Private placement is also anticipated. Additionally, upon the closing of the first tranche, Canadian Quantum repaid the short term loan from Lang in the amount of $350,000.
Canadian oil and gas company also announced that its subsidiary purchased certain seismic equipment from an associate of Lang, at a purchase price of 10,971,000 Common Shares, that were issued to Lang, at a deemed price of $0.10 per Common Share. Concurrently with the closing of the Equity Private Placement, Canadian Quantum also completed the previously announced Debenture Private Placement, pursuant to which the BVI company purchased Series 1 Debentures in the principal amount of US$935,239.73 and the holders of the previously outstanding debentures purchased Series 1 Debentures in the principal amount of US$935,239.73.
Under the Equity Private Placement, Lang acquired 11,660,000 Common Shares, 10,971,000 were acquired by the BVI company under the Asset Acquisition, and Series 1 Debentures in the principal amount of $935,239.73 were acquired under the Debenture Private Placement. Therefore, Lang will hold 22,631,000 Common Shares or approximately 39.49 per cent of the total issued and outstanding Common Shares, and Series 1 Debentures in the principal amount of US$935,239.73. Assuming the conversion of such Series 1 Debentures, Lang would own or control 30,424,664 Common Shares or approximately 46.74% of the total issued and outstanding Common Shares. The purchase of the securities by Lang was made for investment purposes.
Saturday, May 17, 2014
BVI-registered Lang International Holdings Limited provides loan and purchases shares of Canadian Quantum
Canadian Quantum Energy Corporation made the announcement that, pursuant to the investment agreement with the British Virgin Islands-registered company Lang International Holdings Limited and Douglas Brett, the President and CEO of the company, this company has provided a short term loan to Canadian Quantum in the amount of US$350,000.
The loan, which is evidenced by a promissory note and secured against the personal property of Canadian Quantum, will be repaid on the closing of the previously announced private placement offering of Common Shares pursuant to which Lang or any of its associates would purchase 12,750,000 Common Shares at a price of US$0.10 per Common Share for gross proceeds of US$1,275,000.
The company, controlled by Mr. Brett, settled the total amount of its outstanding unsecured demand loan in the amount of US$226,150.12 into 2,261,501 Common Shares at a price of US$0.10 per Common Share. In addition, Mr. Brett has converted the total amount of his outstanding accrued salary up to March 31, 2014, in the amount of $235,000, into a loan, evidenced by a promissory note and secured against the personal property of the Canadian company. The promissory note issued to Mr. Brett is due on September 30, 2015 and bears 12% annual interest.
The President, CEO and director of Canadian Quantum, Mr. Brett will own or control 9,718,922 common shares or approximately 28.03% of the total issued and outstanding common shares and options to acquire 1,000,000 common shares. Assuming the exercise of such options, Mr. Brett would own or control 10,718,922 or approximately 30.05% of the total issued and outstanding Common Shares of Canadian Quantum. The purchase of the common shares was made for investment purposes.
The loan, which is evidenced by a promissory note and secured against the personal property of Canadian Quantum, will be repaid on the closing of the previously announced private placement offering of Common Shares pursuant to which Lang or any of its associates would purchase 12,750,000 Common Shares at a price of US$0.10 per Common Share for gross proceeds of US$1,275,000.
The company, controlled by Mr. Brett, settled the total amount of its outstanding unsecured demand loan in the amount of US$226,150.12 into 2,261,501 Common Shares at a price of US$0.10 per Common Share. In addition, Mr. Brett has converted the total amount of his outstanding accrued salary up to March 31, 2014, in the amount of $235,000, into a loan, evidenced by a promissory note and secured against the personal property of the Canadian company. The promissory note issued to Mr. Brett is due on September 30, 2015 and bears 12% annual interest.
The President, CEO and director of Canadian Quantum, Mr. Brett will own or control 9,718,922 common shares or approximately 28.03% of the total issued and outstanding common shares and options to acquire 1,000,000 common shares. Assuming the exercise of such options, Mr. Brett would own or control 10,718,922 or approximately 30.05% of the total issued and outstanding Common Shares of Canadian Quantum. The purchase of the common shares was made for investment purposes.
Wednesday, January 29, 2014
Urban Select Capital Corp announced private placement with BVI-based investor
Urban Select Capital Corporation, an investment issuer focused on investing growth capital into private and public companies in a broad range of sectors, closed its previously announced private placement, pursuant to which Oriental Sense Development Limited, a private British Virgin Islands corporation, acquired 12,500,000 common shares of the company at a price of US$0.08 per share for proceeds of US$1,000,000.
This is an arm’s length agreement, and the BVI company did not previously own securities of Urban Select Capital. Upon completion of the investment, 30.56% of the issued and outstanding shares of Urban Select will be owned by Oriental Sense, and as a result the investing company becomes a ‘control person’.
Company's shareholders at the Company's annual and special general meeting held on January 9, 2014 approved the investment and proposed consolidation of company’s outstanding shares.
This is an arm’s length agreement, and the BVI company did not previously own securities of Urban Select Capital. Upon completion of the investment, 30.56% of the issued and outstanding shares of Urban Select will be owned by Oriental Sense, and as a result the investing company becomes a ‘control person’.
Company's shareholders at the Company's annual and special general meeting held on January 9, 2014 approved the investment and proposed consolidation of company’s outstanding shares.
Tuesday, March 5, 2013
Leo Mining and Exploration Limited acquired 58 per cent of Mkango Resources
BVI-registered company Leo Mining and Exploration Limited announced that it has acquired 4,285,715 units of Mkango Resources Ltd., pursuant to a subscription agreement signed on March 1, 2013. Acquisition price is C$0.175 per unit and an aggregate subscription price is C$750,000. The acquisition deal is based on a non-brokered private placement. The units are purchased for investment purposes.
Each unit consists of one common share and one-half of one common share purchase warrant of Mkango. Each whole warrant entitles its holder to acquire one common share for C$0.35 for a period of one year after the closing date of the financing.
After giving effect to the acquisition, Leo Mining and Exploration Ltd owns and controls total amount of 24,138,614 common shares, which represent approximately 58% of the issued and outstanding shares of Mkango on an undiluted basis, and total amount of 2,142,857 warrants.
Each unit consists of one common share and one-half of one common share purchase warrant of Mkango. Each whole warrant entitles its holder to acquire one common share for C$0.35 for a period of one year after the closing date of the financing.
After giving effect to the acquisition, Leo Mining and Exploration Ltd owns and controls total amount of 24,138,614 common shares, which represent approximately 58% of the issued and outstanding shares of Mkango on an undiluted basis, and total amount of 2,142,857 warrants.
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$50 million, for full funding of the work program contemplated by the farm-in agreement and for general corporate purposes. The fund raise will be undertaken by a brokered private placement of common shares of the corporation at a market determined price.
Upon the execution of the farm-in agreement, PetroKamchatka intends to diversify its focus area from exploration in Kamchatka to exploration in Eastern Siberia and the Sakhalin region of Russia. Accordingly, the corporation will seek shareholder approval to change its name to “EastSiberian Plc”.
Thursday, July 5, 2012
Westbridge Energy Corporation completed acquisition of BVI company
Westbridge Energy Corporation, the Canada-listed oil and gas exploration and development company, acquired 100% of the shares in the capital of Kayuco Universal Ltd., incorporated in the British Virgin Islands.
Under the terms of the transaction closed, Westbridge acquired all of the issued and outstanding common shares of the BVI company in exchange for 10 mln shares in its capital, at a deemed issue price of C$.20 per share and a cash payment of US$3 million.
Westward Energy LLC received finder’s fee in the amount of 1,000,000 common shares of Westbridge, for introducing the acquisition to the company. Finder’s fees of a total of C$80,000 as well as 692,800 finder’s warrants were also paid to certain third parties.
As a condition for the completion of the deal, Westbridge completed a non-brokered private placement financing of subscription receipts for gross proceeds of C$4,000,000 at a price of C$0.25 per receipt.
Kayuco Universal Ltd. is a private BVI-based company whose principal asset is an 80% interest in an oil and gas petroleum exploration licence to explore within block number 1811B, which is located in the Namibe basin off the northern coast of Namibia. Company’s interest in the field covers an area of approximately 5,854 sq. km.
Under the terms of the transaction closed, Westbridge acquired all of the issued and outstanding common shares of the BVI company in exchange for 10 mln shares in its capital, at a deemed issue price of C$.20 per share and a cash payment of US$3 million.
Westward Energy LLC received finder’s fee in the amount of 1,000,000 common shares of Westbridge, for introducing the acquisition to the company. Finder’s fees of a total of C$80,000 as well as 692,800 finder’s warrants were also paid to certain third parties.
As a condition for the completion of the deal, Westbridge completed a non-brokered private placement financing of subscription receipts for gross proceeds of C$4,000,000 at a price of C$0.25 per receipt.
Kayuco Universal Ltd. is a private BVI-based company whose principal asset is an 80% interest in an oil and gas petroleum exploration licence to explore within block number 1811B, which is located in the Namibe basin off the northern coast of Namibia. Company’s interest in the field covers an area of approximately 5,854 sq. km.
Monday, June 4, 2012
BVI company announced acquisition of securities of Red Tiger Mining Inc.
British Virgin Islands-incorporated company Zaruma Gold Mining Ltd. made an announcement that, pursuant to a private placement financing, its joint actors Kirkland Intertrade Corp. and Unique Goals International Ltd, both also based in the British Virgin Islands, each acquired beneficial ownership of and control or direction over 1,818,181 units of Red Tiger Mining Inc., a copper and near-term gold producer, at a price of CDN$0.55 per Unit, for aggregate consideration of CDN$1,999,999.10.
Prior to the completion of the Private Placement, the BVI-registered Kirkland beneficially owned and/or exerecised control or direction over 1,968,492 common shares and 12, 313, 980 Warrants and Unique beneficially owned and/or exercised control or direction over 1,696,900 common shares. This represented approximately 3% of the issued and outstanding common shares for Kirkland and approximately 2.59% of the issued and outstanding common shares for Unique. When aggregated and combined with the 39,242,000 common shares beneficially owned and/or controlled or directed by Zaruma Gold Mining Ltd., the company represented approximately 65.45% of the issued and outstanding common shares.
Following the completion of the Private Placement, Kirkland beneficially owns and/or exercises control or direction over 3,785,673 common shares and 14,132,161 Warrants and Unique beneficially owns and/or exercises control or direction over 3,515,081 Common Shares and 1,818,181 Warrants. This represents approximately 5.47% of the issued and outstanding common shares for Kirkland and 5.08% of the issued and outstanding common shares for Unique.
Prior to the completion of the Private Placement, the BVI-registered Kirkland beneficially owned and/or exerecised control or direction over 1,968,492 common shares and 12, 313, 980 Warrants and Unique beneficially owned and/or exercised control or direction over 1,696,900 common shares. This represented approximately 3% of the issued and outstanding common shares for Kirkland and approximately 2.59% of the issued and outstanding common shares for Unique. When aggregated and combined with the 39,242,000 common shares beneficially owned and/or controlled or directed by Zaruma Gold Mining Ltd., the company represented approximately 65.45% of the issued and outstanding common shares.
Following the completion of the Private Placement, Kirkland beneficially owns and/or exercises control or direction over 3,785,673 common shares and 14,132,161 Warrants and Unique beneficially owns and/or exercises control or direction over 3,515,081 Common Shares and 1,818,181 Warrants. This represents approximately 5.47% of the issued and outstanding common shares for Kirkland and 5.08% of the issued and outstanding common shares for Unique.
Monday, January 23, 2012
Canada-based GINSMS Inc. acquires BVI-controlled company
The Canadian company GINSMS Inc. announced that it has entered into an arm's length definitive share purchase agreement with Inphosoft Pte. Ltd., a private corporation incorporated under the law of Singapore and controlled by the British Virgin Islands-incorporated company One Heart International Limited, Wang Xian Xiang and Chin Siang Hui of Singapore, and Xu Hongwei of China, who together hold 91.79% of company's stock. Under the TSX Venture Exchange, the transaction will constitute a reverse take-over.
By terms of the agreement, GINSMS is to acquire all of the issued and outstanding shares of Inphosoft's wholly-owned subsidiary, Inphosoft Group Pte. Ltd., also incorporated under the law of Singapore, for total consideration of US$11.6 million. The transaction will constitute a reverse take-over of GINSMS under the policies of the TSX Venture Exchange. The consideration payable to Inphosoft will consist of US$1,100,000 in cash, and by the issuance of non interest-bearing convertible debentures for an aggregate principal amount of $10.5 million. Each debenture shall be issued for a term of three years.
GINSMS expects to complete the transaction by the end of March, 2012.
GINSMS Inc. may also complete a brokered private placement of up to US$500,000 in conjunction with the completion of the reverse take-over, to benefit from a waiver of the Exchange sponsorship requirement applicable to reverse take-overs.
By terms of the agreement, GINSMS is to acquire all of the issued and outstanding shares of Inphosoft's wholly-owned subsidiary, Inphosoft Group Pte. Ltd., also incorporated under the law of Singapore, for total consideration of US$11.6 million. The transaction will constitute a reverse take-over of GINSMS under the policies of the TSX Venture Exchange. The consideration payable to Inphosoft will consist of US$1,100,000 in cash, and by the issuance of non interest-bearing convertible debentures for an aggregate principal amount of $10.5 million. Each debenture shall be issued for a term of three years.
GINSMS expects to complete the transaction by the end of March, 2012.
GINSMS Inc. may also complete a brokered private placement of up to US$500,000 in conjunction with the completion of the reverse take-over, to benefit from a waiver of the Exchange sponsorship requirement applicable to reverse take-overs.
Thursday, December 29, 2011
Exploration company acquires interest in BVI corporation
BVI-registered company Eco (Atlantic) Oil and Gas Ltd. entered into an agreement with Azimuth Ltd., an exploration and production company incorporated in Bermuda and jointly owned by Seacrest Capital Ltd. and Petroleum Geo-Services ASA. By terms of the agreement, Azimuth has subscribed for C$3 million of BVI company's private placement announced in December 2011.
Pursuant to this agreement, Azimuth will acquire 20% working interest in each of Eco Atlantic's offshore Namibia licenses, in return for funding 40% of the cost of 3D seismic surveys. The assignment of a 20% working interest in the Licenses to Azimuth is subject to a number of conditions, including the approval of Namibia's Ministry of Mines and Energy and the completion of a definitive farm-in agreement.
Currently, Eco Atlantic holds a 90% working interest in the Namibian Licenses, through its wholly-owned subsidiary Eco Oil and Gas Namibia (PTY) Ltd. and NAMCOR, the Namibian national oil and gas company, is the holder of 10% working interest. As a result of this transaction, Eco Namibia will have 70% interest, Azimuth will own 20% interest. Eco Atlantic, through the project management group of Kinley Exploration and Azimuth, will be responsible for designing, sourcing and operating all aspects of the 3D seismic program.
Pursuant to this agreement, Azimuth will acquire 20% working interest in each of Eco Atlantic's offshore Namibia licenses, in return for funding 40% of the cost of 3D seismic surveys. The assignment of a 20% working interest in the Licenses to Azimuth is subject to a number of conditions, including the approval of Namibia's Ministry of Mines and Energy and the completion of a definitive farm-in agreement.
Currently, Eco Atlantic holds a 90% working interest in the Namibian Licenses, through its wholly-owned subsidiary Eco Oil and Gas Namibia (PTY) Ltd. and NAMCOR, the Namibian national oil and gas company, is the holder of 10% working interest. As a result of this transaction, Eco Namibia will have 70% interest, Azimuth will own 20% interest. Eco Atlantic, through the project management group of Kinley Exploration and Azimuth, will be responsible for designing, sourcing and operating all aspects of the 3D seismic program.
Thursday, April 14, 2011
Canada-based investment company to acquire interest in BVI-registered Kincora Group Limited
On April 14, 2011, Canada-based company Brazilian Diamonds Limited entered into a conditional agreement with Origo Partners PLC with the purpose to acquire Origo's interests in Kincora Group Limited, a closely held private company incorporated in the British Virgin Islands. The principal asset of the BVI company is the Bronze Fox copper/gold project in Mongolia.
Under the terms of the agreement, Brazilian Diamonds will acquire Origo's 25% interest in the BVI-registered Kincora Group, and will have assigned to it Origo's rights to acquire further 50% interest in the BVI company by paying US$6,000,000 and incurring US$6,000,000 in exploration expenditures on the Bronze Fox Project.
As consideration for the 25% interest and the Assignment the Canadian investment company is to issue Origo the number of shares that will cause Origo to hold between 40% and 45% of the fully diluted share capital of Brazilian Diamonds after the Completion Financing.
Completion of the above transactions is subject to Brazilian Diamonds raising through a private placement a minimum of CDN$12,500,000 and a maximum of CDN$15,000,000, on terms to be agreed upon between the company and Origo (the Completion Financing). In addition to the Completion Financing, Brazilian Diamonds proposes to effect a private placement of 16,655,924 shares at a price of C$0.10 per share, to fund the costs of pursuing the transactions contemplated herein and to retire the existing indebtedness of the company.
Origo Partners PLC is the London Stock Exchange-listed private equity investment company focused on growth opportunities created by the industrialization and urbanization processes in People's Republic of China.
Under the terms of the agreement, Brazilian Diamonds will acquire Origo's 25% interest in the BVI-registered Kincora Group, and will have assigned to it Origo's rights to acquire further 50% interest in the BVI company by paying US$6,000,000 and incurring US$6,000,000 in exploration expenditures on the Bronze Fox Project.
As consideration for the 25% interest and the Assignment the Canadian investment company is to issue Origo the number of shares that will cause Origo to hold between 40% and 45% of the fully diluted share capital of Brazilian Diamonds after the Completion Financing.
Completion of the above transactions is subject to Brazilian Diamonds raising through a private placement a minimum of CDN$12,500,000 and a maximum of CDN$15,000,000, on terms to be agreed upon between the company and Origo (the Completion Financing). In addition to the Completion Financing, Brazilian Diamonds proposes to effect a private placement of 16,655,924 shares at a price of C$0.10 per share, to fund the costs of pursuing the transactions contemplated herein and to retire the existing indebtedness of the company.
Origo Partners PLC is the London Stock Exchange-listed private equity investment company focused on growth opportunities created by the industrialization and urbanization processes in People's Republic of China.
Wednesday, February 2, 2011
Canada Pacific Capital enters into agreement with BVI-registered corporation
On January 20, a capital pool company Canada Pacific Capital Corp. has entered into a letter of intent, pursuant to which it proposes to acquire all of the issued and outstanding securities of China Freeze-Dry Inc., incorporated under the law of the British Virgin Islands. The BVI company is the indirect owner of China-based company Linyi Shenhe Foodstuff Co., Ltd. Canada Pacific intends for the acquisition of Linyi through the target to constitute its qualifying transaction.
The target is a British Virgin Islands corporation, which is the 100% direct owner of Hong Kong-based Supertown Trading Company Limited (HK). This company, in its turn, is the 100% direct owner of Linyi.
Pursuant to the terms of the letter of intent, Canada Pacific agreed to consolidate, prior to completion of its proposed qualifying transaction, its shares, broker warrants, and options on a 10:1 basis. Currently, the Corporation has 11,600,000 shares, 800,000 broker warrants, and 1,160,000 options outstanding. Post-consolidation, Canada Pacific will have 1,160,000 common shares, 80,000 broker warrants, and 116,000 options outstanding.
Subject to certain terms and conditions, the Corporation intends to acquire all of the 45,000 issued and outstanding common shares of the Target in consideration for a total of 90,251,562 post-consolidation common shares of the Corporation, at a deemed price of US$1.50 per share for a total purchase price of US$135,377,343 representing five times the average operating cash flow of Linyi as indicated in its audited June 30, 2010, 2009 and 2008 financial statements.
The company and Linyi will use best efforts to complete a brokered or non-brokered private placement (or a combination of both) financing on a best effort basis, of up to Cdn$30,000,000 by issuing up to 9,972 additional Target shares with the price of not less than Cdn$3,008.39 per Target share. Up to 9,972 target shares will be exchanged for up to 20,000,000 post-consolidation shares of the Corporation.
The target is a British Virgin Islands corporation, which is the 100% direct owner of Hong Kong-based Supertown Trading Company Limited (HK). This company, in its turn, is the 100% direct owner of Linyi.
Pursuant to the terms of the letter of intent, Canada Pacific agreed to consolidate, prior to completion of its proposed qualifying transaction, its shares, broker warrants, and options on a 10:1 basis. Currently, the Corporation has 11,600,000 shares, 800,000 broker warrants, and 1,160,000 options outstanding. Post-consolidation, Canada Pacific will have 1,160,000 common shares, 80,000 broker warrants, and 116,000 options outstanding.
Subject to certain terms and conditions, the Corporation intends to acquire all of the 45,000 issued and outstanding common shares of the Target in consideration for a total of 90,251,562 post-consolidation common shares of the Corporation, at a deemed price of US$1.50 per share for a total purchase price of US$135,377,343 representing five times the average operating cash flow of Linyi as indicated in its audited June 30, 2010, 2009 and 2008 financial statements.
The company and Linyi will use best efforts to complete a brokered or non-brokered private placement (or a combination of both) financing on a best effort basis, of up to Cdn$30,000,000 by issuing up to 9,972 additional Target shares with the price of not less than Cdn$3,008.39 per Target share. Up to 9,972 target shares will be exchanged for up to 20,000,000 post-consolidation shares of the Corporation.
Friday, January 21, 2011
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.
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.
Thursday, January 6, 2011
Mkango Resources Limited completes acquisition of BVI-registered Lancaster
Mkango Resources Ltd. (formerly Alloy Capital Corp.) announced that it has completed the acquisition of the British Virgin Islands-registered company Lancaster Exploration Limited as its Qualifying Transaction. Prior to the acquisition, Lancaster was a wholly-owned subsidiary of Leo Mining and Exploration Limited, which is also incorporated in the BVI. Lancaster is engaged in exploration for rare earth elements in Africa.
Pursuant to the terms of the Qualifying Transaction, prior to completion of the acquisition and the concurrent private placement, the corporation consolidated its common shares on a 2.5 for 1 basis. Then Mkango Resources issued 19,852,899 common shares at a deemed value of $0.50 per acquisition share to Leominex for all of the issued and outstanding shares of Lancaster, for a purchase price of $9,926,449.50.
The company has entered into a share exchange agreement dated as of October 16, 2010, with the British Virgin Islands-registered Lancaster Exploration and Leo Mining and Exploration Limited. The acquisition of Lancaster was an arm's length transaction.
In conjunction with the acquisition, Mkango Resources issued 4,825,000 units at a price of US$0.50 per unit, pursuant to a brokered private placement for gross proceeds of $2,412,500. In addition, the company completed a non-brokered private placement of 10,696,499 units at a price of $0.50 per unit for total gross proceeds of $5,348,249.50. Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at the exercise price of $0.75 on or before December 20, 2012. The combined brokered and non-brokered offerings were oversubscribed and resulted in gross proceeds of $7,760,749.50, which will be used to complete the proposed exploration program for Mkango, working capital and general corporate purposes.
Pursuant to the terms of the Qualifying Transaction, prior to completion of the acquisition and the concurrent private placement, the corporation consolidated its common shares on a 2.5 for 1 basis. Then Mkango Resources issued 19,852,899 common shares at a deemed value of $0.50 per acquisition share to Leominex for all of the issued and outstanding shares of Lancaster, for a purchase price of $9,926,449.50.
The company has entered into a share exchange agreement dated as of October 16, 2010, with the British Virgin Islands-registered Lancaster Exploration and Leo Mining and Exploration Limited. The acquisition of Lancaster was an arm's length transaction.
In conjunction with the acquisition, Mkango Resources issued 4,825,000 units at a price of US$0.50 per unit, pursuant to a brokered private placement for gross proceeds of $2,412,500. In addition, the company completed a non-brokered private placement of 10,696,499 units at a price of $0.50 per unit for total gross proceeds of $5,348,249.50. Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at the exercise price of $0.75 on or before December 20, 2012. The combined brokered and non-brokered offerings were oversubscribed and resulted in gross proceeds of $7,760,749.50, which will be used to complete the proposed exploration program for Mkango, working capital and general corporate purposes.
Monday, December 6, 2010
BVI company purchases 19.7% common stock of South American Silver Corp.
British Virgin Islands-registered company Zamin Precious Minerals Limited announced that it purchased 18,900,000 common shares of South American Silver Corp. (SAC), mineral exploration company focused on making operations in Bolivia and Chile. This amount represents approximately 19.7% of the issued and outstanding shares of SAC.
18,300,000 common shares of SAC are purchased by Zamin pursuant to a subscription agreement on 7 November 2010. Subsequently the BVI company agreed to increase the common shares of SAC to be purchased to 18,900,000, pursuant to restated subscription agreement signed between the parties on 30 November, 2010.
Share purchase by Zamin is part of a private placement offering of 27,499,378 common shares of South American Silver, which closed on 30 November, 2010. The common shares of SAC acquired by the BVI company were issued at a price of C$1.16 per share, for a total consideration of C$21,924,000.
As part of the Offering, Zamin acquired control and direction of the common shares issued to Zamin for investment purposes.
18,300,000 common shares of SAC are purchased by Zamin pursuant to a subscription agreement on 7 November 2010. Subsequently the BVI company agreed to increase the common shares of SAC to be purchased to 18,900,000, pursuant to restated subscription agreement signed between the parties on 30 November, 2010.
Share purchase by Zamin is part of a private placement offering of 27,499,378 common shares of South American Silver, which closed on 30 November, 2010. The common shares of SAC acquired by the BVI company were issued at a price of C$1.16 per share, for a total consideration of C$21,924,000.
As part of the Offering, Zamin acquired control and direction of the common shares issued to Zamin for investment purposes.
Monday, November 29, 2010
AlphaRx and its BVI-incorporated subsidiary to merge with Pacific Orient Capital Inc.
Specialty pharmaceutical company AlphaRx, Inc., announced that under the terms of expansive structural growth, it entered into an agreement for the acquisition of Pacific Orient Capital Inc. which is expected to subsequently merge with wholly-owned subsidiary of the company, AlphaRx Canada Limited.
After completion of the acquisition, the entity will change its name to Pacific Orient BioPharma Group. The company intends to become a notable specialty pharmaceutical company that focuses on the development, marketing and distribution of pharmaceuticals and medical products for China and other emerging markets.
Also, AlphaRx, Inc. will conduct a private placement of Pacific Orient BioPharma Group's shares at a price of US$0.40 per share, for a maximum value of C$1.5 million dollars.
Upon completion of the merger and private placement, Pacific Orient BioPharma Group will have 14,000,000 million shares outstanding of which 8,250,000 shares will be owned by AlphaRx International Holdings Limited, a company incorporated in the British Virgin Islands. The BVI company is 80%-owned by AlphaRx Inc. and 20%-owned by Ruby Hui, the proposed President, CEO and director of Pacific Orient BioPharma Group.
Pacific Orient Capital Inc. is a shell company, which had not started any commercial operations prior to the completion of the merger with AlphaRx Canada Limited, and does not have any assets other than cash. The completion of the merger is expected to take place on or about December 15, 2010.
After completion of the acquisition, the entity will change its name to Pacific Orient BioPharma Group. The company intends to become a notable specialty pharmaceutical company that focuses on the development, marketing and distribution of pharmaceuticals and medical products for China and other emerging markets.
Also, AlphaRx, Inc. will conduct a private placement of Pacific Orient BioPharma Group's shares at a price of US$0.40 per share, for a maximum value of C$1.5 million dollars.
Upon completion of the merger and private placement, Pacific Orient BioPharma Group will have 14,000,000 million shares outstanding of which 8,250,000 shares will be owned by AlphaRx International Holdings Limited, a company incorporated in the British Virgin Islands. The BVI company is 80%-owned by AlphaRx Inc. and 20%-owned by Ruby Hui, the proposed President, CEO and director of Pacific Orient BioPharma Group.
Pacific Orient Capital Inc. is a shell company, which had not started any commercial operations prior to the completion of the merger with AlphaRx Canada Limited, and does not have any assets other than cash. The completion of the merger is expected to take place on or about December 15, 2010.
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