Texas-based SMSA Treemont Acquisition Corp. announced that it had consummated a Share Exchange Agreement with the British Virgin Islands company Xiangrui Pharmaceutical International Limited (XPI) and its sole shareholder.
According to the agreement, SMSA acquired 100% of the issued and outstanding capital stock of XPI from its shareholder, which now owns approximately 93% of the 13,294,500 issued and outstanding shares of SMSA. Additionally, designees of XPI's sole shareholder took director and officer positions with SMSA. SMSA will succeed to the business of XPI and its affiliated companies.
Mr. Guangyin Meng, the new Chairman of SMSA, stated that the transaction has given to the company the access to the U.S. capital markets, with the intent of capitalizing on significant growth opportunities.
BVI-registered XPI, through its operating subsidiaries and VIE relationships, is a producer of pharmaceutical and food-grade refined corn products for the Chinese market.
Wednesday, June 1, 2011
Wednesday, May 18, 2011
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.
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.
Friday, May 6, 2011
BVI-registered company purchased shares of Armenian network of supermarkets
British Virgin Islands-registered company Viest Assets Ltd. purchased 100% shares of “STAR” supermarkets in Armenia. The BVI company is based on the Armenian capital but the owner of the company is not named.
Previously, one of the main shareholders of STAR have been European Bank of Reconstruction and Development (EBRD) with the share of 28.3%.
According to company's executive director, after re-branding the policy of the company will be changed, particularly the prices and service. The company plans to move from low-price to middle segment, and to open 10-12 new shops of STAR in Yerevan and the surrounding areas.
Currently the network of supermarkets STAR includes 18 shops. Company's turnover in 2010 was 18 billion drams.
Re-branding process will be completed by mid-2012.
Previously, one of the main shareholders of STAR have been European Bank of Reconstruction and Development (EBRD) with the share of 28.3%.
According to company's executive director, after re-branding the policy of the company will be changed, particularly the prices and service. The company plans to move from low-price to middle segment, and to open 10-12 new shops of STAR in Yerevan and the surrounding areas.
Currently the network of supermarkets STAR includes 18 shops. Company's turnover in 2010 was 18 billion drams.
Re-branding process will be completed by mid-2012.
Tuesday, April 26, 2011
Chinese company sells interest in its controlled BVI subsidiary
ChipMOS Technologies Ltd., the company incorporated in Bermuda and operating in Mainland China, announced that it will sell the notes of its controlled subsidiary Modern Mind Technology Limited, registered in the British Virgin Islands and wholly owned by another BVI company Jesper Limited. Under the agreement signed on April 22, 2011, ChipMOS will sell the MMT notes to ThaiLin Semiconductor Corp., which is a 42.9%-owned subsidiary of ChipMOS' 84.2% owned subsidiary, ChipMOS Technologies Inc. Proceeds from ThaiLin to ChipMOS will be US$39.95 million.
ChipMOS is managing its Mainland China operations through Modern Mind Technology Limited. According to the Chinese company, this transaction is an additional measure to streamline its corporate structure, designed to improve its profitability and better align with shareholder interests. ChipMOS does not have any equity interest in Modern Mind, it controls the British Virgin Islands through its ownership of the demand notes issued by Modern Mind, convertible into common shares with a controlling equity interest in the company.
Upon the completion of the transaction, ThaiLin is expected to immediately convert the MMT notes into common shares of the BVI company and purchase all of the remaining common shares of Modern Mind from Jesper, ChipMOS Shanghai becoming a wholly-owned subsidiary of ThaiLin.
Chairman and CEO of ChipMOS S.J. Cheng commented on the transaction saying that "This important, streamlining will be an accretive transaction to ChipMOS and will benefit our operating model and margin profile. Post transaction, there will be no change in how we report consolidated revenue from operations. We will continue to evaluate and pursue strategies that can further simplify our structure and increase return for shareholders."
ChipMOS is a leading independent provider of semiconductor testing and assembly services to customers in Taiwan, Japan, and the United States.
ChipMOS is managing its Mainland China operations through Modern Mind Technology Limited. According to the Chinese company, this transaction is an additional measure to streamline its corporate structure, designed to improve its profitability and better align with shareholder interests. ChipMOS does not have any equity interest in Modern Mind, it controls the British Virgin Islands through its ownership of the demand notes issued by Modern Mind, convertible into common shares with a controlling equity interest in the company.
Upon the completion of the transaction, ThaiLin is expected to immediately convert the MMT notes into common shares of the BVI company and purchase all of the remaining common shares of Modern Mind from Jesper, ChipMOS Shanghai becoming a wholly-owned subsidiary of ThaiLin.
Chairman and CEO of ChipMOS S.J. Cheng commented on the transaction saying that "This important, streamlining will be an accretive transaction to ChipMOS and will benefit our operating model and margin profile. Post transaction, there will be no change in how we report consolidated revenue from operations. We will continue to evaluate and pursue strategies that can further simplify our structure and increase return for shareholders."
ChipMOS is a leading independent provider of semiconductor testing and assembly services to customers in Taiwan, Japan, and the United States.
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, March 30, 2011
BVI-registered Polo Resources executes loan agreements with Indonesian companies
Polo Resources Limited, the mining and exploration investment company registered in the British Virgin Islands, announced that it has executed two loan agreements with its partners in Indonesia, EarthCoal and Earth Investment Group, for the procurement of coking coal and iron ore opportunities in Indonesia. Should suitable projects be identified, the BVI company anticipates entering the possible joint venture arrangements.
Polo Resources Ltd has executed a binding convertible loan agreement with Polo IndoCoal Holdings Limited, a company incorporated in the British Virgin Islands. Under the terms of the Coking Coal Loan Agreement, Polo Resources has agreed to advance up to US$3 million in the form of a convertible loan to Polo IndoCoal to fund due diligence and related project development costs in respect of coking coal opportunities in Indonesia.
The loan is available to be drawn down in several tranches, and the outstanding loan sum shall bear no interest. The loan is repayable only with the writing consent of Polo Resources Ltd.
Polo Resources has also agreed identical terms with Earth Investment Group Pte. Ltd. for a convertible loan agreement with another British Virgin Islands-registered company Polo IndoIron Holdings Limited. Under the terms of the Iron Ore Loan Agreement, Polo has again agreed to advance up to US$3 million in the form of a convertible loan to Polo IndoIron to fund due diligence and related project development costs in respect of iron ore opportunities in Indonesia. All terms of the Iron Ore Loan Agreement are the same as for the Coking Coal Loan Agreement.
EarthCoal and Earth Investment Group, Polo's partners in Indonesia, are international private investment firms specializing in developing economies, in Asia and Latin America.
Friday, March 18, 2011
BVI-registered company to purchase Century Mining Corp.
White Tiger Gold, the company based in the British Virgin Islands, announced that it has agreed to purchase Century Mining Corp. in an all-share deal worth about US$742 million. Under the terms of the deal, the BVI company would pay 0.4 of its shares for each Century Mining share.
The main assets of Century Mining Corp. are the Lamaque project in Val d'Or, Que., and the San Juan mine in Peru.
White Tiger is the holder of exploration and mining rights to five large properties in eastern Russia.
The boards of both companies have unanimously approved the deal. It still must be approved by shareholders and regulators.
The main assets of Century Mining Corp. are the Lamaque project in Val d'Or, Que., and the San Juan mine in Peru.
White Tiger is the holder of exploration and mining rights to five large properties in eastern Russia.
The boards of both companies have unanimously approved the deal. It still must be approved by shareholders and regulators.
Saturday, March 5, 2011
CIC Energy announced extension to the date of proposed acquisition
British Virgin Islands-registered company CIC Energy Corp., engaged in the development of the Mmamabula Energy Complex at the Mmamabula Coal Field in Botswana, Africa, announced that it has executed an amendment to the supplementary agreement with Indian power company JSW Energy Limited, dated December 16, 2010, pursuant to which the deadline to complete the proposed acquisition of CIC Energy by JSW has been further extended from March 15, 2011 to May 31, 2011.
Mr Warren Newfield, Chairman and CEO of CIC Energy, said in his comments that the BVI company is continuing to work to fulfill the conditions required for the transaction to close as soon as possible, but no later than May 31st.
JSW is entitled under certain circumstances to a right to match an acquisition proposal received by CIC Energy within six months period following the Outside Date, in case the Supplementary Agreement is terminated as a result of the transaction not closing by the Outside Date. As a result of this Amendment, such right will expire on August 31, 2011.
Mr Warren Newfield, Chairman and CEO of CIC Energy, said in his comments that the BVI company is continuing to work to fulfill the conditions required for the transaction to close as soon as possible, but no later than May 31st.
JSW is entitled under certain circumstances to a right to match an acquisition proposal received by CIC Energy within six months period following the Outside Date, in case the Supplementary Agreement is terminated as a result of the transaction not closing by the Outside Date. As a result of this Amendment, such right will expire on August 31, 2011.
Tuesday, February 22, 2011
U.S. pharmaceutical company entered into merger agreement with subsidiary of the BVI corporation
On February 21, 2011, Detroit-based company developing generic pharmaceuticals Caraco Pharmaceutical Laboratories, Ltd. announced that it entered into a merger agreement with Sun Pharma Global, Inc., a wholly-owned subsidiary of the British Virgin Islands-registered company Sun Pharmaceutical Industries Limited and a newly-formed indirect wholly-owned subsidiary of Sun Pharma incorporated in Michigan, USA. Under the terms of the merger agreement, all shareholders of Caraco other than Sun Pharma and Sun Global will receive a cash payment of US$5.25 per share upon closing the transaction. The BVI company and its wholly-owned subsidiary collectively own 75.8% of Caraco common stock.
Earlier, Sun Pharma and Sun Global had proposed a ”going private” transaction by which Sun Pharma, Sun Global and/or one or more of their affiliates would acquire all of the outstanding shares of Caraco common stock not held by Sun Pharma and Sun Global, for a per share consideration of US$4.75 cash.
Upon completion of the transaction, Caraco will become a privately held company and its common stock will no longer be traded on the NYSE Amex.
Earlier, Sun Pharma and Sun Global had proposed a ”going private” transaction by which Sun Pharma, Sun Global and/or one or more of their affiliates would acquire all of the outstanding shares of Caraco common stock not held by Sun Pharma and Sun Global, for a per share consideration of US$4.75 cash.
Upon completion of the transaction, Caraco will become a privately held company and its common stock will no longer be traded on the NYSE Amex.
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.
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.
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.
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.
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.
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