LDK Solar entered into second share purchase agreement with BVI corporation

LDK Solar Co., Ltd., vertically integrated manufacturer of photovoltaic products, has entered into a share purchase agreement with the British Virgin Islands-registered company Fulai Investments Limited, which has agreed to purchase additional 25,000,000 newly issued ordinary shares of LDK Solar at a purchase price of US$1.03 per share. The aggregate purchase price will make US$25,750,000, subject to the terms and conditions of the share purchase agreement, dated April 25, 2013, and including a lock-up for 180 days from the closing date, which is agreed to be prior to June 28, 2013.

According to the share purchase agreement, the BVI corporation will pay LDK Solar in two installments prior to the closing: US$15,000,000 in May, and US$10,750,000 in June 2013. Upon consummation of the transaction, Fulai Investments also has the right to designate two non-executive directors to the LDK Solar board.

SYSWIN shareholders approved merger with BVI company

SYSWIN Inc., which is one of the leading primary real estate service providers in China, announced that its shareholders approved the previous agreement and plan of merger between BVI-registered business company Brilliant Strategy Limited, an exempted Cayman Islands company Brilliant Acquisition Limited, which is a wholly-owned subsidiary of the BVI company, and SYSWIN.

Approximately 89.20% of SYSWIN's total outstanding ordinary shares voted in person or by proxy at the extraordinary general meeting. Of the ordinary shares, approximately 99.99% were voted in favour of the proposal to approve the Merger Agreement, and approximately 100.00% were voted in favour of the proposal to authorize the directors of the company to do all things necessary to give effect to the Merger Agreement.

Pursuant to the agreement, Brilliant Acquisition Limited is to be merged with and into the Chinese company, which will survive the merger as a wholly-owned subsidiary of the BVI company. SYSWIN will become a privately held company, whose shares would no longer be listed on the New York Stock Exchange.

Bontan Corporation signed Letter of Intent with BVI-based pharmaceutical company

Bontan Corporation Inc. signed letter of intent with Portage Pharma Ltd., a private limited company incorporated in the British Virgin Islands, with the purpose to acquire all the issued and outstanding shares of the BVI company for approximately 81.7 million shares of Bontan. 71.4 million shares of Bontan will be reserved for the shareholders of Portage to be issued as warrants and options.

Portage Pharma is a biotechnology company engaged in researching and developing products through to proof of concept with an early focus on unmet clinical needs and orphan drugs. Portage would look to sell or licence the products to Big Pharma. The BVI company is the holder a master licence to the Antennapedia platform for all pathologies (except oncology).

Closing of the proposed transaction between Bontan and Portage Pharma is expected to be completed by April 15, 2013, and is subject to the completion of due diligence, execution of a definitive agreement and other approvals.

Dr. Declan Doogan, the Chairman of Portage, stated in his comments: "Portage represents a significant opportunity to bring exciting new medicines to the market. Using the strong scientific, medical and drug development expertise in the company we believe we can identify and develop novel approaches utilizing the latest in scientific theory… Bontan provides access to public markets and allows us to proceed expeditiously with our development of the Antennapedia platform while sourcing additional products."

LJ International entered into agreement with Flora Bloom Holdings and its BVI subsidiary

British Virgin Islands-registered company LJ International Inc., which is a leading coloured gemstone and diamond jeweller having both retail and wholesale businesses, entered into an agreement and plan of merger with Flora Bloom Holdings, a Cayman Islands exempted company with limited liability, and Flora Fragrance Holdings Limited, a business company with limited liability incorporated in the BVI, and a wholly-owned subsidiary of Flora Bloom Holdings.

Pursuant to this agreement, Flora Bloom Holdings will acquire LJ International for US$2.00 per ordinary share of the BVI company.

Immediately following the merger transaction, the Cayman Islands company will be owned by a consortium of investors led by Mr. Yu Chuan Yih, Chairman and Chief Executive Officer of the Company. LJ International’s Board of Directors approved the Merger Agreement and the Transaction and resolved to recommend that the company’s shareholders vote to approve the Merger Agreement and the Transaction.

If completed, the Transaction will result in LJ International becoming a privately-held company, and its shares would be delisted on the NASDAQ Global Market.

Evergreen Resources Holding (BVI) Ltd. converts its loan with MagIndustries

Evergreen Resources Holding (BVI) Ltd. acquired 295,770,211 common shares in the capital of MagIndustries Corp., a TSX-listed Canadian company focused on the development of its potash assets in the Republic of Congo. This acquisition transaction became a result of the conversion of $50,653,425 outstanding loan of the BVI company to MagIndustries Corp. The common shares were issued at a deemed conversion price of approximately $0.1713 per share.

The issuance of shares will result in the increase of Evergreen’s ownership interest in the Canadian company to 653,008,894 common shares – that is from approximately 77% to approximately 86% of the total issued and outstanding common shares of MagIndustries.

The conversion was previously approved at a special meeting of shareholders held in October 9, 2012.

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.

SYSWIN Inc. announced extraordinary meeting of shareholders

SYSWIN Inc., the company providing primary real estate services in China, has called an extraordinary general meeting of shareholders to be held on April 3, 2013, with the purpose to consider the proposal to adopt the agreement and plan of merger dated December 24, 2012.

The previously announced agreement is among SYSWIN Inc., British Virgin Islands-registered business company Brilliant Strategy Limited, and Cayman Islands-registered exempted company Brilliant Acquisition Limited, which is wholly owned by the BVI company. Under the terms of the agreement, Brilliant Acquisition will be merged with and into SYSWIN Inc., Chinese company surviving the merger and becoming a wholly-owned subsidiary of Brilliant Strategy Limited.

The merger agreement is approved by the board of directors of the Chinese company, and it is recommended that the company’s shareholders vote to approve the agreement and the transaction contemplated by it, including the merger.

Leo Mining and Exploration Limited acquired 58 per cent of Mkango Resources

BVI-registered company Leo Mining and Exploration Limited announced that it has acquired 4,285,715 units of Mkango Resources Ltd., pursuant to a subscription agreement signed on March 1, 2013. Acquisition price is C$0.175 per unit and an aggregate subscription price is C$750,000. The acquisition deal is based on a non-brokered private placement. The units are purchased for investment purposes.

Each unit consists of one common share and one-half of one common share purchase warrant of Mkango. Each whole warrant entitles its holder to acquire one common share for C$0.35 for a period of one year after the closing date of the financing.

After giving effect to the acquisition, Leo Mining and Exploration Ltd owns and controls total amount of 24,138,614 common shares, which represent approximately 58% of the issued and outstanding shares of Mkango on an undiluted basis, and total amount of 2,142,857 warrants.

BVI company to acquire shares of LDK Solar

LDK Solar Co., Ltd., a leading manufacturer of photovoltaic products, announced the sale of its 5,000,000 newly issued ordinary shares to Fulai Investments Limited, a company incorporated under the British Virgin Islands law and wholly owned by Mr. Cheng Kin Ming, a Chinese merchant conducting business in Hong Kong.

In January 2013, LDK Solar entered into a share purchase agreement with Fulai Investments Limited, pursuant to which both companies are to fulfil the closing conditions to consummate the transaction prior to February 28, 2013. The shares are sold to the BVI company at a purchase price of US$1.83 per share, with an aggregate purchase price of US$9,150,000, completing the first portion of the transaction contemplated in the share purchase agreement.

The remaining 12,000,000 shares are to be issued and sold on or prior to March 28, 2013. Fulai Investments Limited also has the right to designate two non-executive directors to the LDK Solar board upon consummation of the transaction.

EastBridge Investment Group completes reverse merger with BVI corporation

EastBridge Investment Group Corporation (EBIG) announced that on February 6 EBIG and Cellular Biomedicine Group (CBMG), which is incorporated in the British Virgin Islands, signed all the documents and filed the Articles of Merger with the Registry of Corporate Affairs of the British Virgin Islands, with respect to the consummation of merger of CBMG with CBMG Acquisition Limited, another BVI company and a wholly-owned subsidiary of EBIG.

The merged entity is the wholly-owned subsidiary of EBIG, which continues operations under its name, and it common stock continues to be quoted under stock symbol EBIGD.

Cellular Biomedicine Group, Ltd. is focused on developing cell therapies for the treatment of cancer and degenerative diseases. Company’s scientists make cellular research, currently developing biomedicine based on tissue-derived progenitor cells, embryonic stem (ES) cells and cancer-specific dendritic cells.

EastBridge Investment Group focuses on high-growth companies in Asia and in the United States, offering assistance with all aspects of IPOs, joint ventures and merchant banking services, targeting industries in the fields of electronics, real estate, auto, metal, energy, environmental, bioscience and retail food distribution.

FracRock announced strategic JV with US oilfield service company

FracRock International, Inc., a privately held oilfield service and technology company registered in the British Virgin Islands, signed an agreement with Manek Energy LLC, an oilfield service company based in Texas.

By the terms of this agreement, Manek Energy will contribute new 40,500 horsepower hydraulic frac equipment package and a fully trained, experienced hydraulic fracturing team to FracRock, in exchange for an interest free note, which will be automatically convertible into shares of FracRock upon the occurrence of certain events. The owners of the Texas company will also be entitled to FracRock Board representation. 

Under the terms of the previously announced Memorandum of Understanding (MOU), the BVI company will provide its unique eco-friendly methodologies to assist operators in developing the Vaca Muerta shale play in Argentina in an environmentally responsible manner.

The agreement is conditioned upon the completion of a definitive agreement. The transaction is expected to be closed within 60 days.

FracRock's Chief Executive Officer, J. Christopher Boswell, said in his comments: "This agreement is an important step in the evolution of our Company. We visited with many North American based, pressure-pumping companies and the team at Manek stood out as the best partner for FracRock. They're very knowledgeable, experienced and dedicated to generating results for their clients. The owners of Manek also own and operate a successful E&P company, Richland Resources, and have expressed a willingness to share their valuable experience at drilling and completing economical shale wells in North America."

Focus Graphite and Lara Exploration signed agreement on BVI-owned graphite project

An emerging mining development company Focus Graphite Inc. signed Definitive Option Agreement with Lara Exploration Ltd. The agreement regards Caninde graphite project located in North-Eastern Brazil, and owned by Lara Exploration, through its wholly-owned BVI subsidiaries Lara (BVI) Ltd. and Pan Brazilian (BVI) Ltd.

Under the terms of the agreement, Lara Exploration, through the above named BVI companies, which collectively own 100% of the mineral rights to the Caninde property, has granted two separate options to Focus Graphite to acquire total 60% undivided interest in the Property, subject to an Underlying Royalty to a third party on 11 Exploration Licenses, in consideration of a staged expenditure commitment over 5 years, the issuance of 500,000 common shares of Focus to Lara and the reimbursement of Lara for certain claim acquisition costs.

Under the First Option, Focus can earn a 51% interest in the Caninde property by paying R$30,000 to a third party for claim acquisition costs on or before the date of this Agreement; issuing 500,000 common shares to Lara, and; carrying out exploration on the Property totalling $2.5 million by the third anniversary of the Agreement. Under the Second Option, Focus can earn an additional 9% interest in the property by carrying out additional exploration work and by completing a positive Preliminary Economic Assessment, for a total expenditure of at least $4.5 million by the fifth anniversary of the Agreement.

If Focus does not exercise the Second Option, Lara and Focus will enter into Joint Venture with Focus holding 51% interest and Lara holding 49% interest in the Property. If Focus exercises the Second Option, Lara and Focus will enter into JV with Focus holding 60% interest and Lara holding 40%. After the execution of the Joint Venture Agreement, both companies will proportionately fund the exploration program and the party holding majority interest will be deemed the operator of the Joint Venture. Throughout the duration of the agreement, Focus will act as the Operator of the program.

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.

Chinese real estate company merges with BVI-registered Brilliant Strategy Limited

In the end of the year 2012, SYSWIN Inc., which is a leading primary real estate service provider in China, entered into an agreement and plan of merger with Brilliant Strategy Limited, a British Virgin Islands-incorporated business company with limited liability, and its wholly-owned subsidiary Brilliant Acquisition Limited, an exempted company with limited liability, domiciled in the Cayman Islands.

The whole owner of the BVI company is Mr. Liangsheng Chen, Chief Executive Officer, President and a director of SYSWIN Inc. Brilliant Strategy Limited beneficially owns approximately 59.89% of Chinese company’s shares, and has an intention to finance the merger and other transactions contemplated by the Merger Agreement through a combination of cash contribution by Mr. Liangsheng Chen and cash in the Company and its subsidiaries.

Under the terms of the Merger Agreement, Brilliant Acquisition Limited will be merged with and into SYSWIN Inc., which will survive the merger and become a wholly-owned subsidiary of BVI-registered Brilliant Strategy Limited. Concurrently with the execution of the Merger Agreement, Mr. Liangsheng Chen issued a limited guaranty in favour of SYSWIN Inc., to guarantee the payment of the US$2,000,000 termination fee and reimbursement of expenses that may become payable to SYSWIN by the BVI company pursuant to the Merger Agreement, and an equity commitment letter committing to invest in Parent an amount equal to $15,500,000 to fund the merger.

The Merger Agreement was approved by the company’s Board of Directors. The transaction is currently expected to close about the end of the first quarter of 2013. If completed, the merger will result in SYSWIN becoming a privately-held company, and its shares will be delisted from the NYSE.