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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 subsidiary – Linsun 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.

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.

BVI-based China Technology announced termination of agreement with CTSP Group

British Virgin Islands-registered China Technology Development Group Corporation, engaged in the solar energy business in PRC to provide solar energy products and solutions, entered into an agreement with China Technology Solar Power Holdings Limited (CTSP) and its shareholders regarding the termination of its acquisition by the BVI company. Also, CTDC signed the letter of intent to continue strategic cooperation with CTSP in large scale on-grid farm projects.

China Technology Development Group entered into Stock Purchase Agreement with CTSP in October 2009, to acquire 51% equity interests of CTSP to jointly develop a 100 megawatt on-grid solar farm project located in Qinghai Province, China. According the announcement of the BVI company, it is difficult to determine the fair value of the "Delingha 100 MW on-grid solar farm project", given the Chinese government has not determined the specific subsidies and incentives for on-grid solar energy applications for Qinghai Province. For this reason, the parties have achieved mutual agreement not to proceed with the acquisition.

Mr. Alan Li, Chairman and CEO of CTDC, said that both companies will benefit from strategic cooperation in respect of designing of and research on the grid-connected solar plant. He also said that CTDC is committed to developing solar power application markets in China, Europe and the United States and to becoming a reputable solar energy application solutions provider worldwide.

Novorossiysk Commercial Sea Port called Board of Directors Meeting to Consider PTP Acquisition

PJSC Novorossiysk Commercial Sea Port (NCSP) has called a meeting of its board of directors in order to consider convening an extraordinary meeting of shareholders to approve the terms of the proposed acquisition by NCSP of 100% of the participatory interests in Primorsk Trade Port LLC from Omirico Limited, which is the only shareholder of PTP (the “Primorsk Acquisition”). Omirico, a company incorporated under the laws of the Republic of Cyprus, is jointly controlled by JSC Transneft and by companies owned or controlled by Russian businessman Mr. Ziyavudin Magomedov.

The board of directors of NCSP is also to consider bank debt financing which it proposes to obtain in order to fund a portion of the purchase price payable for the Primorsk acquisition. Each of the Primorsk acquisition and the bank financing is mutually conditional on the other. It is a condition to the Transaction that Kadina Limited will sell to Omirico 100% of the issued shares of Novoport Holding Ltd., which holds 50.1% of the shares of NCSP. Both Kadina Limited and Novoport Holding Ltd. are incorporated in the British Virgin Islands and controlled by the current controlling beneficial shareholders of NCSP. If completed, the transaction would provide for the change of control of NCSP.

The board of directors of NCSP will also make a formal determination of the cash amount of the purchase price for the Primorsk Acquisition. The purchase price for the Primorsk Acquisition to be considered by NCSP's Board of Directors has been set by the independent appraiser at US$2.153 billion, assuming net debt of PTP of not greater than RUR 10.94 billion.

The Primorsk Acquisition (PTP) is an operator at the Port of Primorsk located on the Baltic Sea to the northwest of St. Petersburg. It is Russia's largest oil port, handling approximately 30% of Russia's oil exports and approximately 37% of oil exported via Russian seaports. The acquisition of PTP will be a transformational transaction for NCSP and, once completed, it will allow NCSP to significantly increase the scale of its operations, diversify its geographic presence, reduce the volatility of cargo volumes and gain access to new transport routes.