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”.

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.

Friday, June 22, 2012

Mineseeker completed joint venture formalities in South Africa

British Virgin Islands-based company Mineseeker Operations has completed all the necessary joint venture agreements with its South African partner MMRR Risk Management. As a result of this, Mineseeker Operations South Africa has been established, which is fully compliant with the corporate legal framework in South Africa.

Now the BVI company will move forward with the next steps in contract negotiations for minefield surveys with the South African and Angolan governments.

By words of Mineseeker Commercial Director, Mark Dorey, all the formalities and necessary documentation for the joint venture have now been completed, while the Memorandum of Understanding was signed in March of this year, after a series of negotiations. 74 per cent of the joint venture is held by Mineseeker, and 26 per cent is owned by local partners of the BVI company, in accordance with South African Black Economic Empowerment regulations that govern the corporate structural requirements of foreign joint venture partners. Mineseeker will issue a comprehensive corporate release to inform shareholders and investors on the progress.

Tuesday, June 12, 2012

Gushan Environmental Energy Limited entered into definitive agreement with BVI-registered Trillion Energy Holdings Limited

Gushan Environmental Energy Limited, a manufacturer of copper products and a producer of biodiesel in China, entered into an agreement and plan of merger with Trillion Energy Holdings Limited, a British Virgin Islands business company limited by shares, Trillion Energy Investments Holdings Limited, Cayman Islands-based exempted company wholly-owned by Trillion Energy, and Mr. Jianqiu Yu, Gushan's Chairman and Principal Executive Officer. Mr. Jianqiu Yu is the whole owner of the BVI company. He also owns approximately 34.8% of Gushan's issued and outstanding ordinary shares and intends to finance the merger and other transactions contemplated by this merger agreement with his own funds.

Under the terms of the merger agreement, the Cayman Islands company will be merged with and into Gushan, which will become the wholly-owned subsidiary of the BVI company, and each ordinary share of Gushan will be cancelled in exchange for the right to receive US$0.162 in cash without interest, except for the ordinary shares beneficially owned by the Mr. Jianqiu Yu, which will be cancelled without receiving any consideration, and owned by holders of such ordinary shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended.

The merger is currently expected to close before the end of the third quarter of 2012. If completed, the merger will result in the Chinese company becoming privately-held, and its being delisted ffrom the New York Stock Exchange.

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.

Tuesday, May 22, 2012

Pansoft Company Limited enters into merger agreement with BVI-incorporated Timesway Group Limited

Pansoft Company Limited announced that it has entered into an agreement and plan of merger with Timesway Group Limited, a company incorporated under the law of the British Virgin Islands, and Genius Choice Capital Limited, its direct wholly-owned subsidiary also registered in the BVI. Both of them are companies limited by shares.

Timesway Group Limited intends to finance the merger and the other transactions contemplated by a bank loan raised in Hong Kong, China.

Pursuant to the agreement signed and in accordance with the BVI Companies Law, Genius Choice Capital Limited shall be merged with and into Pansoft Company Limited. Following the merger transaction, the BVI-registered Pansoft will continue as the surviving corporation. Also, under the terms of the agreement, each ordinary share of Pansoft, par value US$0.0059 per share, shall be cancelled in exchange for the right to receive an amount in cash equal to US$4.15 per share without interest. As of the effective time of the merger, all of the shares shall no longer be outstanding and shall automatically be cancelled.

The agreement and the merger contemplated in it have been approved by Pansoft's Board of Directors. Now the merger is subject to the approval by an affirmative vote of shareholders. If completed, the merger will result in Pansoft becoming a privately held company, its shares being delisted from the NASDAQ Capital Market.

Friday, May 11, 2012

Elray Resources acquires BVI-registered gaming company

Elray Resources Inc., the established gaming entity which owns and licenses Gaming Intellectual Property, Gaming Domains, Trademarks and Player Databases, has entered into an agreement to acquire all of the outstanding shares of Golden Match, an investment holding company incorporated in the British Virgin Islands. The agreement followed a letter of intent which was signed on March 22, 2012.

The principal business activity of Golden Match is to hold a profit share agreement with a VIP Room Gaming Promoter, under which the BVI company receives 80% of the profit stream. The Promoter is currently participating in the promotion of many major luxury VIP gaming facilities in Macau, which is the largest gaming market in the world.

With immediate effect upon signing the agreement, Mr. Lao Sio I. is appointed Chairman of the Board of Directors with Brian Goodman remaining as Chief Executive of Elray Resources. As Chairman, Mr. Lao Sio I. will be responsible for the future development and growth of Elray.

Monday, May 7, 2012

New Oriental Energy & Chemical Corp. acquires BVI company

New Oriental Energy & Chemical Corp. (NOEC), NASDAQ-listed company engaged in the manufacturing of chemicals, announced the completion of Share Exchange Agreement with Anothen Recycling Company, which is incorporated in the British Virgin Islands. Under the terms of the agreement, the BVI company has become a wholly-owned subsidiary of NOEC and the ongoing operations of the company are now those of the Anothen operating subsidiary, China-based company Tianjin Xingyang Package Co., Ltd. Effective with the closing of the transaction, BVI company subsidiary's founder, CEO and president Mr. Zhang Tongde has been appointed Chairman of the Board of NOEC.

Xingyang is one of leading waste paper recyclers and manufacturers of corrugated board in China. In 2011, the company experienced significant progress, in particular in the recycling business. Company's managers are optimistic about the future growth based on the number of factors, including the strong growth of the market in which the company is operating.

Wednesday, April 25, 2012

Westbridge Energy announced acquisition of BVI company's interest

Oil and gas exploration and development company Westbridge Energy Corporation has entered into a binding letter of intent with Kayuco Universal Ltd. - a private company incorporated under the laws of the British Virgin Islands tax haven, whose principal asset is 80% interest in an oil and gas petroleum exploration licence granted by for exploration in Namibia.

Under the terms of the Letter of Intent, dated April 12, 2012, Westbridge will acquire 100 per cent of the issued and outstanding shares in the capital of the BVI company with consideration comprising 10 million common shares in the capital of Westbridge at a deemed issue price of C$20 per share to the selling shareholders, and a cash payment of US$3 million of which C$300,000 is to be paid by way of an advance deposit upon execution by the parties.

The acquisition is an arm's-length transaction, and it is not expected to result in a change of control. Under the policies of the Exchange, the transaction qualifies as a “Reviewable Transaction” and remains subject to regulatory approval.

Westbridge also announced a non-brokered private placement of subscription receipts of up to US$4 million, with a US$2 million minimum, priced at US$0.25 per subscription receipt.

Westbridge's shares shall resume trading on the Exchange on the open on April 18, 2012.

Wednesday, April 18, 2012

China GrenTech's shareholders approved merger with BVI company

China GrenTech Corporation Limited, China-based company providing radio frequency and wireless coverage products and services, announced that company's shareholders voted at an extraordinary general meeting in favor of the proposal to approve the previously announced amended and restated agreement and plan of merger dated January 20, 2012. The agreement is among China GrenTech, Talenthome Management Limited, a British Virgin Islands exempted company, and Xing Sheng Corporation Limited, a Cayman Islands exempted company wholly owned by the BVI company. Pursuant to the agreement, Xing Sheng will merge with and into China GrenTech, and Chinese company will continue as the surviving company wholly owned by Talenthome Management Limited.

The parties of the agreement expect to complete the merger as soon as practicable, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. If completed, the merger would result in China GrenTech becoming a privately held company wholly-owned by the BVI company, and Grentech's American depositary shares would be delisted from the NASDAQ Global Select Market.

Friday, April 13, 2012

BVI company signs Definitive Farm-Out Agreement

Eco (Atlantic) Oil & Gas Ltd., incorporated in the British Virgin Islands, has signed a definitive Farm-out Agreement with Bermuda-based Azimuth Ltd.

Azimuth is an exploration and production company backed by majority-owner Seacrest Capital Ltd. and Petroleum Geo-Services ASA. Pursuant to the agreement, Azimuth will earn 20% working interest in each of Eco Atlantic's offshore Namibia licenses, namely the “Cooper License”, the “Sharon License” and the “Guy License”, in return for funding 40% of the cost of 3D seismic surveys across all three licenses, the acquisition of which is expected to cost more than US$25 million.

The BVI company, through its wholly owned subsidiary Eco Oil and Gas Namibia (PTY) Ltd., currently holds 90% working interest in the licenses, and the Namibian National Oil and Gas Company (NAMCOR) holds a 10% working interest. As a result of this transaction, Eco Namibia's interest will be 70%, Azimuth will earn 20 % interest, and NAMCOR will retain its 10% carried interest.

Gil Holzman, President and CEO of Eco Atlantic, commented on the transaction, saying: “Eco Atlantic is excited to have executed the Farm-out Agreement thereby securing the relationship with Azimuth as a license and technical partner. This partnership will enhance the technical ability brought to analyze the Licenses, thereby reducing the execution risk and strengthening the Company's technical ability to perform its offshore Namibia 3D Geophysical program. The cost of the 3D program is approximately US $25million on all three offshore blocks, and the Company’s current balance sheet combined with Azimuth's contribution covers the majority of the cost associated with our program.”

Wednesday, March 28, 2012

BVI-registered Minexco Minerals Corp. signed agreement for gold exploration

Canada-based company U3O8 Corp., focused on exploration and resource expansion of uranium and green commodities in South America, and British Virgin Islands-incorporated private company Minexco Minerals Corporation signed definitive agreement. According to this agreement, Minexco Minerals Corp. will acquire from Canadian company non-core exploration properties in Guyana. This transaction will be followed by the consolidation of exploration properties around Minexco's Tamakay gold concession. The principal targets in the consolidated exploration area are gold and potential for gold-copper deposits.

Under the terms of the transaction, Minexco will issue up to nine million shares (approximately 13% of shares outstanding) to U3O8 Corp. at a deemed price of Cdn$0.30 per shares, in consideration for seven grassroots concessions' transfer to Minexco. Also, U3O8 Corp. may acquire up to an additional US$1.2 million worth of Minexco Shares or units in subsequent financings for a period up to 18 months.

The BVI company will finance the exploration within an area of interest, which has been jointly defined by the two parties to comprise Minexco's Tamakay Gold Project and U308 Corp's seven non-core properties. Exploration will be carried out by U3O8 Corp's Guyana team on a contract basis.

U3O8 Corp's President and CEO, Dr. Richard Spencer, has been appointed to Minexco's board. U308 Corp will also receive preferential right to participate in future financings undertaken by Minexco, as long as U308 Corp. continues to hold at least 10% of Minexco's shares outstanding.

Friday, March 23, 2012

BVI corporation controlling Macau gaming company enters into LOI with Elray Resources

Elray Resources has entered into a binding Letter of Intent with Golden Match, an investment holding company incorporated in the British Virgin Islands. The two companies will enter into an Acquisition Agreement, by terms of which Elray will acquire all of the outstanding shares of Golden Match.

The principal business of BVI-based Golden Match is holding a profit share agreement with a VIP Room Gaming promoter, by terms of which they receive 80 percent of profit from the promoters. The promoter currently participates in the promotion of many major luxury VIP gaming facilities in Macau, China, the largest gaming market in the world, which include the MGM, Venetian, Wynn, Galaxy and City of Dreams.

VIP gaming operations in Macau consist of VIP rooms, and gaming promoters secure VIP rooms through agreements in which they receive either a commission on turnover or a split of the casino net gaming win or loss on a pre-gaming tax basis.

The BVI-registered Golden Match is promoting Casinos in Macao SAR pursuant to a license issued by the Gaming Inspection and Coordination of Bureau of the Government of Macao SAR.

Current CEO of Elray Brian Goodman said: “Elray will now be well positioned to develop and grow as a gaming entity internationally. The Macau opportunity together with the US listing will enable the company to raise growth capital, acquire other promoters in Macau as well as in other jurisdictions and negotiate more favorable terms with casinos due to its heightened profile.”

Thursday, March 8, 2012

Management arm of an offshore law firm acquired by Intertrust Group

Offshore law firm Walkers, having its offices in many jurisdictions including the British Virgin Islands, has announced the sale of its management services business to Intertrust Group Holding SA.

Walkers Management Services, which is providing corporate, fiduciary and company secretarial services, is headquartered in the Cayman Islands. It employs people in the CI, in the BVI, Hong Kong, Dubai, Delaware and Dublin, and generates sales of more than US$50 million.

As a combined group, trust and corporate management services provider Intertrust will operate with more than 1,100 people across 30 offices in 21 countries. According to Intertrust CEO David de Buck, the firm will gain market leading position in the Cayman Islands with the acquisition and expand the group's global network by adding offices in the British Virgin Islands, Dubai and Delaware.

According to the announcement of the offshore law firm, the sale of its management services arm to Intertrust Group Holding SA followed a comprehensive strategic review of the Walkers Group.

The acquisition is subject to regulatory approval and expected to be completed in the next months, J.P. Morgan Securities LLC is acting as financial adviser to WMS.