Monday, February 7, 2011

Foxpoint Capital announced an update on the proposed Qualifying Transaction with BVI company

A capital pool company Foxpoint Capital Corp. announced that it has entered into an amendment to the non-binding letter of intent signed on November 8, 2010 between Foxpoint and Touchstone Investment Holdings Limited, incorporated under the law of the British Virgin Islands. The amendment extends the term of the letter of intent to April 30, 2011.

The parties to the agreement are progressing the final structuring and execution of a definitive business combination agreement for the transaction which will be structured as a merger between Touchstone and a wholly-onwed subsidiary of Foxpoint. The proposed merger will constitute the Qualifying Transaction.

The BVI company is the 100% indirect owner of the Rio Pescado gold property located in Colombia.

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.

Wednesday, January 26, 2011

CIC Energy shareholders approve deal with Indian company

Shareholders of CIC Energy Corp., the company registered in the British Virgin Islands and headquartered in Canada, have overwhelmingly voted in favour of its acquisition by the Indian power company JSW Energy. At the special meeting held by the BVI company, the acquisition transaction was approved by about 99.8 per cent of the votes cast. The deal is expected to close by 28 February.

In November 2010, Mumbai-based JSW Energy, which is the independent power arm of the $5 billion JSW Group, had offered to buy CIC Energy for $7.42 per share, valuing it at around Cdn $422 million.

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.

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.

Thursday, December 30, 2010

Sino Gas International Holdings and its BVI subsidiary signed agreement with AMP Capital Asian Giants Infrastructure Fund

Sino Gas International Holdings, Inc. has entered into a Subscription Agreement by and among the company Sino Gas Construction Limited, a wholly-owned subsidiary of the company registered in the British Virgin Islands, and AMP Capital Asian Giants Infrastructure Fund (AGIF). In connection with this transaction, Sino Gas International Holdings signed the shareholders agreement with the BVI-incorporated Sino Gas Construction Limited and AGIF.

Under the terms of the shareholders agreement between the parties, they will manage and control the BVI subsidiary and its investment in Qujing City Fuel Gas Co., Limited. The purpose of this agreement is to facilitate the development and expansion of the business operated by Qujing Gas in accordance with the business plan, and to pursue gas distribution opportunities in other large and medium-sized cities in Yunnan Province, China.

Sino Gas International Holdings, Inc., through its indirectly wholly-owned subsidiary, Beijing Zhong Ran Wei Ye Gas Co., and the subsidiaries of Beijing Gas, is a leading developer of natural gas distribution systems in small and medium size cities in China. The company owns and operates natural gas distribution systems in Beijing, Hebei, Jilin, Jiangsu, Anhui and Yunnan Provinces of China.

Sunday, December 26, 2010

BVI company to complete previously announced acquisition

British Virgin Islands-registered company White Tiger Gold Ltd. (formerly, SL Resources Inc.) has announced the completion of its previously announced acquisition of four wholly-owned subsidiaries of LLC UK Dalsvetmet, being Ildikangold, Dalsvetmet, LLC Koryakming and Vostokzvetmet, and the entire 80% interest of DZM in a fifth subsidiary, LLZ Geozvetmet in exchange for the issuance of 85,000,000 common shares of the company to DZM. The acquisition, which is made through the wholly-owned Cyprus subsidiary of the BVI company, Diascia Investments Limited, is accounted for as a reverse takeover.

White Tiger Gold will carry on the business of the four companies purchased, which consists of the acquisition, exploration, development and mining of mineral properties in Russia. In addition, White Tiger Gold will continue its exploration activities on its other properties and licence areas with a view to discovering economically viable production sites. The Company will also actively seek, evaluate and acquire interests in other projects or business opportunities in the mineral exploration industry that are indicated to have substantial potential.

Saturday, December 18, 2010

CIC Energy to merge with JSW Energy Natural Resources (BVI) Limited

The British Virgin Islands-registered company CIC Energy Corp. has entered into binding agreement with the India-based power company JSW Energy Limited.

Under the terms of the agreement, the transaction, which has been approved by the respective boards of directors of JSW and CIC Energy, was to be structured as a take-over bid, but according to supplementary agreement signed on December 16, 2010, the legal structure of completing the proposed acquisition has been changed to a merger.

CIC Energy agreed to support a merger of CIC Energy with JSW Energy Natural Resources (BVI) Limited, a wholly owned subsidiary of JSW, with JSW (BVI) being the surviving entity as a result of the merger.

Upon the completion of the merger, the shareholders of the outstanding shares of the BVI company, including any shares pursuant to the exercise of outstanding options, will receive CDN$7.42 per share.

The offer of JSW represents a premium of 203% to the volume weighted average trading price for CIC Energy's shares on the TSX for the 30-trading day period ending September 14, 2010 – the day prior to the announcement of the first proposal received by the BVI company with respect to its acquisition. It represents a premium of 159% to the closing price of CIC Energy’s shares on the same date.

By this offer, the total equity of CIC Energy is valued at approximately CDN$422 million on 56.8 million shares. The Board of Directors of the company has determined to recommend acceptance of the offer by CIC Energy shareholders.

The Merger is expected to close no later than February 28, 2011.

Monday, December 13, 2010

GlaxoSmithKline to acquire Chinese unit of BVI-registered company

GlaxoSmithKline P.L.C., a pharmaceutical company headquartered in the UK with operations based in the US, mainly in the Philadelphia area, announced about its plans to purchase the Chinese company Nanjing MeiRui Pharma Co. Ltd., for about US$70 million in cash. The acquisition transaction is expected to close by the end of 2010.

MeiRui is the Chinese unit of privately owned British Virgin Islands-incorporated company Pagoda Pharma Group Inc. The company has a manufacturing site in Jiangsu Province.

By this deal, international pharmaceutical company is planning to increase its presence in China and gain access to MeiRui's portfolio of urology and allergy products.

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.

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.

Tuesday, November 23, 2010

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.

Tuesday, November 16, 2010

China Technology entered into agreement with Linsun Renewable Energy Corporation

China Technology Development Group Corporation (CTDC) made an announcement that it has entered into a Stock Purchase Agreement with China-based solar modules manufacturer Linsun Renewable Energy Corporation Limited (LSP) and its shareholders, Goldpoly Company Limited and Mr. Liao Lin-Hsiang. The purpose of the agreement is the acquisition by the BVI company of 100% equity interest in LSR and its wholly owned subsidiaryLinsun Power Technology (Quanzhou) Corp. Ltd., at a consideration of US$3.2 million. This sum is payable in shares of CTDC's common stock at a price of US$3.01 per share. Upon completion, LSP will become a wholly-owned subsidiary of CTDC.

Linsun Renewable Energy Corporation Limited is a crystalline photovoltaic modules manufacturer. PV modules have been accredited with TUV certificate and exported to European markets, including Germany, Italy and Czech Republic, etc.

By words of Mr. Alan Li, Chairman and CEO of CTDC, the acquisition will help the company to form a close relationship with PV cells supplier Goldpoly Company Limited, and to ensure sufficient supply of raw material.

Wednesday, November 10, 2010

Polo Resources Limited signed for acquisition of 70 percent in BVI company

Polo Resources Limited, an international coal mining and exploration group incorporated in BVI, announced the signing of an Option Deed under which it is granted an option to acquire approximately 70 per cent of the issued share capital of MinFer Holdings Limited. MinFer, a British Virgin Islands-registered company, together with its wholly-owned subsidiary MinFer Do Brazil Mineracao Ltda, is engaged in the acquisition and exploration of iron ore projects in Brazil. MinFer's subsidiary is the holder of options to acquire a number of interests in iron ore projects in Brazil.

The option has been granted by MinFer and shareholders representing 70 percent of the issued shares of MinFer, and is granted in consideration of Polo funding an agreed work program up to a maximum non-refundable sum of US$1,000,000.

The Option is exercisable within 90 days including the date of the Option Deed. If exercised, the consideration payable by the BVI company to the MinFer shareholders to acquire all of the Option shares is up to US$20,000,000. These consideration shares will be subject to a lock in for 12 months from their date of issue. The decision to exercise the Option will be classed as a related party transaction under AIM Rule 13.