Burcon Nutrascience’s substantial shareholding sold through BVI company

Mr Chan, the director of Burcon NutraScience Corporation, announced that through its wholly owned company Firewood Elite Limited, registered in the British Virgin Islands, entered into a private agreement for sale and purchase with PT International Development Corporation Limited. According to the agreement, the BVI company purchases from PT International all the issued and outstanding shares in Large Scale Investments Limited and Great Intelligence Limited, at a total consideration of HK$34,732,000 (approximately C$5,788,667).

Before the acquisition, PT International, through its wholly-owned subsidiaries Large Scale and Great Intelligence, beneficially owns 9,866,568 common shares in the capital of Burcon NutraScience; 253,815 warrants are held by Large Scale to purchase 253,815 Burcon common shares at a price of $2.54 per share which is exercisable until November 30, 2018; and the convertible unsecured 8% promissory note in the principal amount of $2,000,000 is held by Large Scale. Also, before the acquisition Mr. Chan does not hold any Burcon common shares but holds 210,844 options issued by Burcon and exercisable to purchase common shares at prices ranging from C$0.69 to C$8.65 per share.

,As a result of the Acquisition, Mr. Chan was deemed to control Large Scale and Great Intelligence and to beneficially own the Sale Shares, the Burcon Warrants and the Note. The Burcon securities to be acquired by the BVI company will be held for investment purposes.

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.

Englewood entered into private sale transaction to acquire shares of Mezzotin Minerals Inc.

Englewood Management Group Ltd., private company domiciled in the British Virgin Islands, has acquired from Konstantine Resources Ltd. in a private sale transaction the direct ownership of 25,000,000 common shares and 15,000,000 share purchase warrants of Mezzotin Minerals Inc., for cash consideration of US$1. Both BVI-registered Englewood and Konstantine Resources are controlled by President and CEO of Mezzotin Minerals, Mr. Paul Ekon.

After the purchase, the BVI company directly holds approximately 51 per cent of the outstanding common shares; on a partially diluted basis, Englewood would directly hold approximately 62.5 per cent of the outstanding common shares. The company purchased common shares for investment purposes.

BVI-based subsidiary of Vanoil Energy to acquire Avana Petroleum Limited

Vanoil Energy Ltd., Canada-based oil and gas company having portfolio of assets in Kenya and Rwanda, announced that its wholly owned subsidiary, Vanoil Energy Holdings Ltd., which is incorporated in the British Virgin Islands, signed a warranty and implementation agreement with the majority shareholders of Avana Petroleum Limited, and is going to make an offer to acquire the entire issued share capital of Avana.

All share transaction is recommended by the independent board of directors of Avana and supported by Avana’s CEO Sam Malin, with irrevocable undertakings to accept the offer from the Principal Shareholders, representing approximately 82 % of Avana's issued share capital.

Pursuant to the offer document, Vanoil Energy Holdings will offer to acquire the entire issued share capital of Avana for consideration including the issue of a total of 12,500,000 common shares in Vanoil, total of 5,000,000 Vanoil warrants; subject to the operator of the Kenyan Asset spudding a second well on Block L9, the payment of US$2 million in cash, equating to US$0.04515012 for each Avana Share held; and subject to the operator of the Seychelles Asset spudding a second well
on the Seychelles Asset, the payment of US$2 million in cash, equating to US$0.04515012 for each Avana Share held.

Following the offer, Vanoil's net recoverable mean unrisked prospective resources will increase from 927 million boe to approximately two billion boe, thus Vanoil will become closer to becoming an emerging leader in oil and gas exploration in East Africa. The transaction will bring geological and geopolitical diversification to the existing Vanoil portfolio.

Vanoil has agreed to guarantee the performance of the obligations of its BVI-registered subsidiary as they become due. All securities issued pursuant to the offer are subject to a 4 month hold period.
Sam Malin, the CEO and founder of Avana, is to be appointed to Vanoil's Board of Directors.

Polo Resources Ltd acquires shares in Signet Petroleum

Polo Resources Limited, an international coal mining and exploration group, incorporated in the British Virgin Islands, announced in December 2012 that it had made an offer to certain holders of shares and options of Signet Petroleum Ltd. to acquire their shares in Signet in return for 40 new shares in the capital of the BVI company for each Signet share acquired.

The Board of Directors approved nine unconditional acceptances from Signet shareholders who are collectively interested in 9,203,571 shares of Signet. Also, the company has approved the issue of 368,142,840 Consideration Shares to the Signet Shareholders who accepted the offer.

Polo currently holds an option to subscribe for a for a further 2.225 million shares each at an exercise price of US$1.25 and a two year warrant over 1,428,572 new Signet Shares at an exercise price of US$3.50 per share (or an adjusted price of US$0.50 per share less than the price of any new shares issued by Signet at a price lower than US$3.50. On exercise of the Signet Option and the warrant Polo will be interested in 21,516,665 Signet Shares, comprising 52.9 per cent of the issued shares of Signet.

After the first announcement, the BVI company informed that two further shareholders of Signet Petroleum Ltd have requested that their shares be acquired by Polo on the same terms as the offer to shareholders of Signet and that this request has been approved by the Board of Directors of the company. On completion of the acquisition, Polo Resources Ltd shall hold 17,863,093 Signet Shares thereby resulting in the Company owning 48.21 per cent of Signet’s issued shares.

BVI company acquires 700,000 shares of NSGold Corporation

British Virgin Islands-based private corporation Van Hoof Industrial Holdings Ltd. announced that it had acquired 700,000 common shares of NSGold Corporation, at a price of C$0.50 per share, for total consideration of C$350,000, upon the exercise by the BVI corporation of 700,000 common share purchase warrants.

About a year ago, Van Hoof Industrial Holdings acquired the ownership of 9,601,600 common shares of NSGold Corporation, which represented 31.89% of the full stock of its common shares. The common shares acquired on May 16, 2011 represent 2.14% of the 32,712,277 common shares of NSGold Corporation, both issued and outstanding. Upon the exercise of the warrants, Van Hoof Industrial Holdings Ltd. owns and controls 10,833,100 common shares of NSGold Corporation, representing 33.12% of its issued and outstanding common shares, and does not own or control any common share purchase warrants of NSGold Corporation.

Van Hoof Industrial Holdings Ltd. acquired the shares of NSGold Corporation for investment purposes. The British Virgin Islands-based is controlled by Johannes H.C. van Hoof, Chairman and director of NSGold Corporation.

Talon Metals Corp. (BVI) signs potential merger agreement with another BVI company

On September 25, BVI-registered mineral exploration company Talon Metals Corp. announced that it has entered into a binding agreement with Saber Energy Corp., - a private energy company, also incorporated in the British Virgin Islands, with extensive land holdings and an active exploration program in Botswana. Talon and Saber have agreed to negotiate a pre-merger agreement concerning the business combination of the companies, and additionally Talon has agreed to lend up to $6 million to Saber.

An initial $3 million loan has been advanced, and Talon will receive 1.5 million common share purchase warrants of Saber, at an exercise price determined in accordance with a specified formula, expiring three years after the date of issuance. The loan bears interest at 12% per annum until January 22, 2009, and 18% per annum thereafter.

Under the terms of the agreement, the common shares of both BVI companies will be exchanged for securities of the company resulting from the merger. The agreement between companies provides that when Saber completes the private placement of the BVI company, the Talon shareholders will receive one common share purchase warrant for each common share of Talon held by such shareholder. If the merger occurs, Talon warrants will be exchanged at the Talon Ratio for common share purchase warrants of the merged companies. As part of the merger, the outstanding options and warrants of Talon and Saber, as applicable, will be exchanged for options and warrants of the merged companies.

Mr. Stuart Comline, President and CEO of Talon Metals Corp. (BVI), said that the proposed merger with BVI incorporated Saber Energy Corporation would allow Talon to participate in a large, rapidly developing project, and BVI company's shareholders would benefit from the plans to further explore and develop its gas project, and then put it into production.