Canadian company signed agreement with BVI-based Phoenix Capital Enterprises Ltd.

Cabo Drilling Corp., a drilling services company headquartered in British Columbia, Canada, announced that it has signed share purchase agreement with Phoenix Capital Enterprises Ltd., a corporation domiciled in the British Virgin Islands. Pursuant to the agreement, dated October 27, 2018, the Canadian company will effect business combination and reverse takeover transaction as a result of which it will acquire all of the issued and outstanding common shares of Tengri Resources Pte. Ltd., incorporated in Singapore, in exchange for cash and newly issued common shares of Cabo.

The transaction will be subject to relevant regulatory and stock exchange approvals, standard closing conditions, and the completion of due diligence investigations.

Tengri Resources Pte, a private company wholly owned by BVI-incorporated Phoenix, is the owner of 100% securities of Tengri Resources LLC, which is the 100% owner of Richfluorite LLC, which is the 100% owner of Jonsht Gazar LLC.

International Millennium Mining Corp. entered into RTO Transaction with BVI corporation

International Millennium Mining Corp. entered into a share purchase agreement with Phoenix Capital Enterprises Ltd., the company incorporated under the laws of the British Virgin Islands. This is a business combination and reverse takeover transaction according to which IMMC will acquire all of the issued and outstanding common shares of Singapore-based company Tengri Coal and Energy Pte. Limited, in exchange for newly issued common shares of IMMC.

Tengri Coal and Energy is a private company wholly owned by Phoenix, and is the whole owner of Tengri Petrochemicals LLC which holds 100% of three lignite coal mining licenses in Mongolia and 100% of Tsaidam Energy LLC, which holds a permit for the construction of a thermal power plant in Mongolia. The mining licenses and the power plant together make up the Tsaidam Energy project located in Mongolia. In June 2018, Tengri Coal & Energy entered into the share subscription agreement for a CDN$260 million equity financing facility for the Tsaidam Energy Project with GEM Global Yield Fund LLC SCS and GEM Investments America, LLC.

The reverse takeover transaction is subject to relevant regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange, of the directors of IMMC and the BVI company, and the satisfaction of closing conditions.

Upon completion of the reverse takeover transaction, the current directors of IMMC will resign, and a new board of directors of IMMC will be reconstituted. Phoenix will have the right to nominate four of the five directors. The parties anticipate that the senior management of both IMMC and Tengri Coal & Energy will be combined following completion of the transaction, with John A. Versfelt continuing as President and CEO.

Chaarat temporarily suspends AIM trading in connection with acquisition proposal

Chaarat Gold Holdings Limited, the BVI-incorporated holding company of the Chaarat Group, which is focused on gold mining and exploration in the Kyrgyz Republic, has temporarily suspended trading of its ordinary shares on AIM from 24 April 2018. This was done in connection with the proposal that Chaarat has made in relation to the potential acquisition of the Kumtor mine from Centerra Gold Inc. 

The proposed acquisition due to its size would be a reverse takeover. For this reason trading in Chaarat’s ordinary shares was suspended in accordance with the AIM Rules, and will remain suspended pending the publication on the required AIM Admission Document. At this stage, there is no certainty that the proposed acquisition will be completed, and Chaarat will provide updates in respect of further developments.

BVI oil and gas company to be merged with Carlaw Capital V Corp.

Carlaw Capital V Corp. has entered into a definitive agreement with Charrua Hydrocarbons Company Ltd, a privately-held oil and gas company, incorporated under the laws of the British Virgin Islands. Under the general terms and conditions of the acquisition agreement, Carlaw will acquire all of the issued and outstanding shares of the BVI company, by way of a three-cornered merger pursuant to the provisions of the BVI Business Companies Act.

According to the merger agreement Charrua, Carlaw and its wholly-owned subsidiary to be incorporated under the BVI Act will merge to form a new merged corporation, which will be a wholly-owned subsidiary of Carlaw.

The proposed transaction will constitute a reverse take-over of Carlaw by Charrua where the existing shareholders of Charrua will own a majority of the outstanding common shares in the capital of Carlaw. The transaction is expected to constitute Carlaw's "qualifying transaction" pursuant to the policies of the TSX Venture Exchange; it will not constitute a non-arm's length qualifying transaction or a related party transaction.

Charrua is a privately held company focused on producing assets and development assets with proven reserves and exploration potential onshore in Argentina and Peru.

Ferro Iron Ore Corp. signed agreements with BVI companies for reverse takeover

Last week, Ferro Iron Ore Corp. signed a definitive agreement with the shareholders of Continent Treasure Limited, a company incorporated under the British Virgin Islands law, to effect a business combination between Ferro Iron Ore and the BVI company and to receive a 77.5% interest in Mongolian exploration license No. 14491X, covering 6,092.45 hectares of exploration area in North Central Mongolia.

Also, Ferro Iron Ore reached a definitive agreement to get the remaining 22.5% interest in the Exploration License through a business combination with another BVI-registered entity, Blue Eagle Trading Limited.

Continent Treasure Limited holds a 77.5% shareholding interest in Accuracy Trade Limited, a British Virgin Islands company that owns 100% of Khandgait Mining LLC, a Mongolian legal entity, which, in turn, owns 100% of Khandgait Gol LLC, a Mongolian legal entity that holds the Exploration License. The remaining 22.5% shareholding interest in ATL is owned by Blue Eagle, also a British Virgin Islands company. The principal shareholders of Continent Treasure Limited are Infinity Eagle Limited, Treasure Carriage Limited, Barlow Lake Limited, and Oceanward Limited, all of which are British Virgin Islands companies.

Under the TSX Venture Exchange Policy, the proposed business combinations will represent a reverse takeover for Ferro Iron Ore and are considered arm's length transactions.

Pursuant to the terms of these business combinations, Ferro Iron Ore will pay $250,000 cash and issue a number of common shares, which will result in a change of control of the company. Also, the Company intends to complete an equity financing to raise approximately $2.85 million. The financing is expected to be completed by issuing approximately 11,400,000 common shares at a price of $0.25 per share. It will also issue 2,100,000 common shares as a finder's fee in connection with the Proposed Business Combinations.

Following the proposed business transactions and the financing, the shareholders of CTL, Blue Eagle, and parties related to the shareholders of CTL who participate in the Financing will own approximately 68.3% of issued and outstanding common shares.

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.

BVI company completes acquisition transaction

Emerging Metals Limited, a British Virgin Islands company working in the industry of minor metals and rare earth elements, announced that in the beginning of December it has exercised its option to acquire all of the issued and to be issued ordinary shares of Ferrum Resources Limited, a private iron ore exploration and mining company also registered in BVI. Prior to the announcements made in June 2011 and subsequently, Ferrum Resources was 37.23 per cent associate of Emerging Metals, so now, upon having acquired some 62.77 per cent of it, Emerging Metals holds full stock of Ferrum Resources.

The acquisition will involve the issue of 316,574,265 new ordinary shares of no par value at Emerging Metals Limited, with an aggregate value of approximately £4.9 million. Additionally, Emerging Metals Limited will grant warrants over a further of 57,280,000 of its new ordinary shares, each for a term of five years and with an exercise price per share of 4.88 pence, and options over a further 5,012,000 new ordinary shares in respect of Ferrum employee options.

This transaction will constitute a reverse takeover under the AIM rules.

Goldbard received TSXV approval for its Business Combination with the BVI company

Goldbard Capital Corporation, which in June entered into an arm's length Business Combination Agreement with the British Virgin Islands-registered company Eco Oil & Gas Ltd., announced that it has received conditional approval for this business combination from the TSX Venture Exchange.

Under the terms of the business combination, the BVI company will, subject to certain conditions, become a wholly owned subsidiary of Goldbard. This business combination will constitute a reverse takeover of Goldbard.

Closing of the business combination is expected to occur after the receipt of Goldbard shareholder approval, which is being sought at a special meeting of the shareholders to be held on September 26, 2011.

BVI-registered Eco Oil & Gas Ltd entered into agreement with Goldbard Capital Corporation

Goldbard Capital Corporation, a publicly traded company listed on the TSX Venture Exchange and pursuing exploration and development opportunities within the resource sectors, announced some time ago that it has entered into an arm's length binding Business Combination Agreement with the British Virgin Islands company Eco Oil & Gas Ltd., focused on oil and gas exploration projects in Africa. After the business combination, which will constitute a reverse takeover of Goldbard under the exchange policies, Eco will become a wholly owned subsidiary of Goldbard.

Pursuant to the agreement, Goldbard formed a new corporation Goldbard Resources Inc., which is a wholly-owned subsidiary of Goldbard and is incorporated under the law of BVI, for the purpose of amalgamation with Eco.

Upon the combination of Eco Oil & Gas Ltd. and Goldbard Resources Inc., holders of ordinary shares in the capital of Eco will be entitled to get 1.25303867 Consolidated Shares for each one Eco Share. The foregoing Consolidated Shares will be issued at a deemed issuance price of US$0.50 per share.

Upon closing of the reverse takeover, Goldbard will issue 45,360,000 Consolidated Shares to the holders of Eco shares and replacement warrants to holders of Eco Warrants that entitle them to acquire 3,759,116 Consolidated Shares.

At the meeting of shareholders of Goldbard, shareholders will be asked to approve a continuance of Goldbard to British Columbia, and a change of the Resulting Issuer's name to "Eco (Atlantic) Oil & Gas Ltd."

Goldbard Capital Corporation announced business combination with BVI company

The TSX-listed company Goldbard Capital Corporation entered into an arm's length binding Business Combination Agreement with Eco Oil & Gas Ltd., a non-reporting issuing company domiciled in the British Virgin Islands. Under the terms of this agreement, Eco Oil will become a wholly owned subsidiary of Goldbard, subject to a number of conditions. The business combination will constitute a reverse take-over of Goldbard under the policies of the exchange.

Pursuant to the agreement, Goldbard formed a new corporation for the purpose of amalgamating with the BVI-registered Eco Oil. As a condition of the transaction, Goldbard will hold shareholders meeting to approve the RTO pursuant to the rules and policies of the Exchange. Shareholders will also be asked to approve a consolidation of the common shares of Goldbard on the basis of 2.5 old shares for 1 new share, and to approve a continuance of Goldbard to British Columbia, and a change of the Resulting Issuer's name to "Eco (Atlantic) Oil & Gas Ltd.".

Goldbard Resources Inc. is a wholly-owned subsidiary of Goldbard, also incorporated under the British Virgin Islands law.

Upon the combination of Eco and Goldbard Resources Inc., holders of ordinary shares in Eco capital will receive 1.25303867 consolidated shares for each share of the BVI company, at a deemed price of US$0.50 per one consolidated share.

Upon closing of the RTO Goldbard will issue 45,360,000 consolidated shares to the holders of Eco shares and replacement warrants to holders of Eco Warrants, entitling them to purchase 3,759,116 consolidated shares.

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.

Alloy Capital entered into Share Exchange Agreement with BVI company and its sole shareholder

Canada-based company Alloy Capital Corp. has entered into a Share Exchange Agreement dated as of October 16, 2010, with the British Virgin Islands-registered company Lancaster Exploration Limited and its sole shareholder Leo Mining and Exploration Limited (Leominex). The agreement is with respect to a proposed acquisition of all of the issued and outstanding shares of the BVI company from Leominex, for an aggregate purchase price of US$9,926,449.50.

By terms of the Share Exchange Agreement, the Purchase Price shall be satisfied by the issuance of 19,852,899 common shares of Alloy at a deemed price of US$0.50 per Common Share to Leominex after a consolidation of the shares on a 2.5 for one basis. Upon completion of the acquisition, Alloy will change its name to Mkango Resources Ltd.

As a result of the acquisition transaction, BVI company will be a wholly-owned subsidiary of the Resulting Issuer and Leominex will be an Insider of the Resulting Issuer.

The acquisition will constitute a reverse takeover by Lancaster of Alloy as the former shareholder of the BVI company will own up to 49.9% of the outstanding common shares on a fully diluted basis and 62.3% on a non-diluted basis. One of the conditions for completion of the acquisition is the completion of the brokered private placement financing of Alloy for the sale of a minimum of 10,000,000 units in the capital of the company at a minimum price of US$0.50 per unit, for gross proceeds of not less than US$5,000,000. Each Unit will consist of one Common Share and one-half of one common share purchase warrant of Alloy. The net proceeds from the Financing will be used to fund exploration and development activities on Lancaster's Songwe Hill project and for general corporate purposes.

Of the five member board of directors of the Resulting Issuer, two members will be designees of Lancaster, and another two board members shall be joint nominees of Lancaster and Alloy.

The acquisition is not a Non-Arm's Length Qualifying Transaction and as such will not require Shareholder approval.

BVI-based City Zone Holdings completed share exchange and closed $10.8 Mln private placement

Anslow + Jaclin, LLP, a securities and corporate law firm providing legal and business expertise for its domestic and international clients and focused on representation of public companies listed on US stock exchanges, represented British Virgin Islands-registered company City Zone Holdings Limited in a reverse acquisition of Eco Building International, Inc., and simultaneous financing transaction. By terms of this transaction, the BVI company became a wholly-owned subsidiary of Eco Building, which received full stock of the issued and outstanding ordinary shares of City Zone Holdings.

At the same time, City Zone Holdings Limited closed a private placement, consisting of convertible preferred shares and warrants on the amount of approximately US$8.21mln. The BVI company was also advised by Anslow + Jaclin on the second closing for additional amount of approximately $2.59 million. The aggregate aggregate financing made approximately $10.8 million.

City Zone Holdings Limited, through its subsidiaries, is an emerging organic and non-rganic agricultural products distributor in the Shanxi Province of China. The company is engaged in procuring, processing, marketing and distributing various grain and corn products.

BVI company Black Marlin Energy Limited and Kristina Capital issued update on their business combination

Canadian company Kristina Capital Corp. and British Virgin Islands-registered Black Marlin Energy Limited, which is principally engaged in the petroleum and natural gas exploration, development and production in Africa, as well as provision of seismic services through its subsidiaries, provided an update on their previously announced arm's length business combination. In August 2009, Black Marlin and Kristina signed a letter of intent where the terms of this deal were set out. The proposed transaction includes the asset sale, the consolidation, the name change, the continuation, and the acquisition of Black Marlin Shares by Kristina. The transaction will constitute a reverse takeover of Kristina for accounting purposes.

The merger agreement between the companies was signed on November 19, 2009. Under the terms of the merger agreement, Kristina will incorporate a wholly-owned subsidiary pursuant to the laws of the British Virgin Islands.

Upon incorporation and acceptance by the TSX Venture Exchange, the new BVI company will merge with Black Marlin so that it will continue functioning as a wholly-owned subsidiary of Kristina. Prior to the proposed transaction, the common shares of Kristina outstanding as at November 9, 2009 will be consolidated at a ratio of one Kristina share for each two Kristina shares held. The shareholders of Kristina will also be asked to approve the sale of Kristina's assets in exchange for nominal cash consideration, changing the name of Kristina to “Black Marlin Energy Holdings” or other name as agreed to by both companies; and the application by Kristina for the discontinuance from the Province of Alberta and the application to continue under the laws of the British Virgin Islands.

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

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

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

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

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

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

BVI-based Homeland Energy Corp. completes merger with Chrysalis, and acquires 15.6% of Australian company Altona Resources

Homeland Energy Corp., a private BVI-registered company focused on energy exploration and development in South Africa, reported that its merger partner, Chrysalis Capital IV Corporation, has made another step in the process of the Reverse take-over of Chrysalis (a Capital Pool Company) by Homeland, having lodged its Filing Statement on SEDAR. The Filing Statement is actually a comprehensive compilation of information on both corporate entities merging, and on the structure, composition and financial state of the final entity.

When the Reverse take-over will be closed, the traded entity will be called Homeland Energy Group Ltd. and will commence trading on the Toronto Stock Exchange under the assigned ticker symbol of “HEG” in the beginning of March 2008.

Also, pursuant to the previously announced share exchange offer by Chrystalis, Homeland deposited 26,982,980 of its common shares stock – that is 78% of the issued and outstanding Homeland Common Shares. Chrystalis reported the intention to istruct the depositary, Equity Transfer & Trust Company, to take up and pay for all of the Common Shares of the BVI company, at the moment of the closing of the Qualifying Transaction.

Another announcement made by Homeland Energy was about the acquisition of 15.6% of Altona Resources Plc, through a share exchange of the BVI company with two of Altona's major shareholders. Altona is Perth-based company focused on the delineation of a coal resource in South Australia. Stephen Coates, President and CEO of Homeland Energy, has commented that by this deal the company continues “to augment its investment in energy companies and create a geographically diverse portfolio of energy-focused projects”. The transaction was completed on February 13, 2008, through the purchase of 44,250,000 shares of Altona Resources, by issuing 737,500 new fully paid shares of Homeland Energy. As the result of this share issue, Homeland's total number of shares outstanding will be 34,521,826.

Also, on February 8, 2008 the BVI company received notification by a strategic investor that he would be exercising the first of its three options, under an MOU signed on December 15, 2007, to acquire up to a total of a 50% interest in Homeland's South African subsidiary, Homeland Mining & Energy SA (Pty) Ltd., for a price of US$15,000,000.