Gushan Environmental Energy announced completion of Merger with BVI company

Gushan Environmental Energy Limited, the Chinese company manufacturing copper products and biodiesel, announced the completion of the merger with Trillion Energy Holdings Limited, a company limited by shares and incorporated under the law of the British Virgin Islands, the Cayman Islands exempted company Trillion Energy Investments Holdings Limited, wholly owned by the BVI company, and Mr. Jianqiu Yu, Chairman and Principal Executive Officer of Gushan. The completed merger is in accordance with previously announced agreement and plan of merger between the above named parties, which was signed in June, 2012, amended in September, 2012, and approved by Gushan’s shareholders at an extraordinary general meeting of shareholders on October 15, 2012.

Under the terms of the Merger Agreement, each ordinary share of the Chinese company issued and outstanding prior to the effective time of the merger, with some exceptions, has been cancelled in exchange for the  right to receive US$0.165 per share and each American depositary share (ADS), each representing 10 shares, represents the right to receive US$1.65 per ADS, in each case, in cash without interest and net of any applicable withholding taxes.

Registered holders of shares and American depositary shares will receive a letter of transmittal and instructions on how to surrender their certificates in exchange for the merger consideration. Gushan also requested that trading of its ADSs on the New York Stock Exchange ("NYSE") be suspended, the ADS being delisted and company’s registered securities being deregistered.

As a result of the merger, Gushan became a wholly owned subsidiary of BVI-incorporated Trillion Energy Holdings Limited.

Pansoft shareholders on a special meeting approve merger agreement

British Virgin Islands-registered Pansoft Company Limited announced the completion of extraordinary meeting of stockholders for the fiscal year ended June 30, 2012, during which the adoption of the agreement and plan of merger was voted and approved, as well as the transactions contemplated by the merger agreement, including the merger. The merger agreement was signed in May, 2012, by Pansoft and two other BVI companies – Timesway Group Limited and its direct wholly-owned subsidiary Genius Choice Capital Limited.

During this Special Meeting, 72.08% of the total outstanding shares of Pansoft exercised their voting rights. Of the voted shares, 3,915,156 voted ‘For’ (99.88%), while 4,551 (0.12%) voted ‘Against’ the above merger proposal. As a result, the Special Committee and Board of Directors of Pansoft have declared that the agreement of merger is adopted.

After this merger, Pansoft becomes privately held company, and its shares will no longer be listed on the NASDAQ Capital Market. Public shareholders of the BVI company will receive cash payments in the amount of US$4.15 per share in return for their shares.

Completion of acquisition transaction between CIC Energy and Indian company

In September, CIC Energy Corp., BVI-based company engaged in the advancement of the Mmamabula Energy Complex at the Mmamabula Coal Field in Botswana, Africa, announced the completion of its acquisition of by Jindal Steeel & Power (Mauritius) Limited, a wholly-owned subsidiary of India's steel producer Jindal Steel and Power Limited.

The acquisition was completed pursuant to the merger of CIC Energy and Jindal (BVI) Ltd., a wholly-owned subsidiary of Jindal, under the terms of which Jindal BVI remains the surviving entity. Common shares of CIC Energy Corp. are expected to be formally delisted from the TSX Venture exchange and the Botswana Stock Exchange three business days following the filing of certain final documentation with the TSX. 

The binding merger agreement among CIC Energy, Jindal and Jindal BVI was signed in July 2012, and according to it the holders of the outstanding shares of CIC Energy are to receive cash consideration of CDN$2.00 per share, immediately prior to completion of the merger transaction.

Gushan Environmental Energy amends agreement with BVI company

Gushan Environmental Energy Limited, the China-based company operating copper product business and producing biodiesel in China, announced that it has amended its previously announced Merger Agreement with the British Virgin Islands-registered company Trillion Holdings Limited, Cayman Islands-based exempted company Trillion Energy Investments Holdings Limited, wholly owned by the BVI company, and Mr. Jianqiu Yu, Gushan's Chairman and Principal Executive Officer and whole owner of the BVI company.

According to the Amendment Agreement, the consideration payable to ordinary shareholders increases from US$0.162 to US$0.165 per ordinary share (or US$1.62 to US$1.65 per American Depositary Share), in cash without interest. Also, the Amendment revises the required shareholder vote at the upcoming extraordinary general meeting of Gushan’s shareholders for the approval and adoption of the Amended Merger Agreement, and the Merger.

The Amendment, the Amended Merger Agreement and the Merger were approved by the Company’s Board of Directors, and recommended that shareholders and ADS holders vote for the approval. The merger is currently expected to close in the fourth quarter of 2012, subject to the Revised Requisite Company Vote being obtained.

Mobile Internet company’s holder announces lock-up

NQ Mobile Inc., a global provider of mobile Internet services, announced that its substantial holder, the British Virgin Islands-incorporated company RPL Holdings Limited, agreed to a two-year voluntary lock-up. That means that it will not sell any of its holdings until September 2014.

RPL is owned and controlled by the three founders of NQ Mobile, Dr. Henry Yu Lin, Dr. Vincent Wenyong Shi, and Mr. Xu Zhou. As of June 30, 2012, the BVI company held 50,352,941 Class B common shares of NQ Mobile, which represented approximately 21.2 per cent of NQ Mobile’s outstanding common shares. Also, Dr. Henry Yu Lin and Dr. Vincent Wenyong Shi have agreed not to sell during the lock-up period any other NQ Mobile shares, including shares underlying stock options held by them, totalling 5.35 million Class B common shares assuming exercise of all the outstanding options.

BVI company receives “going private” proposal and forms special committee

LJ International Inc., a NASDAQ-listed company incorporated in the British Virgin Islands, engaged in retail and wholesale of jewellery, received a preliminary, non-binding proposal letter from Mr. Yu Chuan Yih, Chairman of the Board of Directors, President and Chief Executive Officer of the BVI Company, and Urban Prosperity Holding Limited, an affiliate of FountainVest Partners, for the acquisition of all of the outstanding ordinary shares of the company (except for 11% of shares currently owned by Mr. Yih), at a proposed price of US$2.00 per ordinary share, in cash.

According to the proposal letter, an acquisition vehicle is to be established for the purpose of pursuing the transaction. The Board of Directors of LJ International has formed a special committee consisting of three independent disinterested directors, which task is to appoint an independent financial advisor and legal counsel to assist it in its work. The special committee has not made any decisions and has not set a definitive timetable for the completion of its evaluation of the proposal.

Yucheng Technologies Limited signs merger agreement with BVI companies

BVI-based Yucheng Technologies Limited entered into an agreement and plan of merger with New Sihitech Limited, wholly-owned by Yucheng’s Chairman and CEO Mr. Weidong Hong, and with New Sihitech Acquisition Limited, wholly-owned by the the New Sihitech Limited. Both companies are registered in the British Virgin Islands. 

Under the terms of the merger agreement, each of the ordinary shares of Yucheng Technologies will be cancelled in exchange for the right to receive US$3.90 in cash, without interest, with some exceptions.

BVI-based New Sihitech Limited intends to finance the merger through a combination of proceeds in the amount of US$48 million from an exchangeable notes subscription agreement with affiliates of China Everbright Investment Management Ltd., and an equity commitment of US$3.594 million by Mr. Hong.

The close of the merger is anticipated before the end of the fourth quarter of 2012. When the merger will be completed, Yucheng Technologies will become a privately-held company, and its shares will be delisted from the NASDAQ Global Select Market.

Alphamin and its BVI subsidiary acquires 100% control of exploration project in Congo

Alphamin Resources Corp., the Canadian company focused on mineral exploration in America and listed on Toronto Stock Exchange, announced that it and its British Virgin Islands subsidiary Alphamin BVI acquired an additional 20% of Mining and Processing Congo Sprl, by the issuance of 19,335,747 Alphamin shares. This acquisition, made under the agreement with Kivu Resources Ltd., which was signed in March 18, 2011, will increase Alphamin BVI’s ownership of Mining and Processing Congo to 90%.

Also, Alphamin and Alphamin BVI have entered into an agreement with Kivu to acquire the final 10% of Mining and Processing Congo. Under this agreement, the BVI company will own all of the issued shares of Mining and Processing Congo, in consideration for the issuance of additional 9,664,253 shares to Kivu. As a result of both transactions, an aggregate 29,000,000 shares are to be issued, and Alphamin will have 103,444,571 shares issued and outstanding.

Mining and Processing Congo is the owner of the licences on the exploration of the Bisie Tin Project in the Democratic Reoublic of the Congo.

BVI corporation merges with India-based Jindal Steel and Power Limited

BVI-registered CIC Energy Corp. has entered into a binding merger agreement with Jindal Steel & Power (Mauritius) Limited, a wholly owned subsidiary of India's steel producer Jindal Steel and Power Limited, and Jindal (BVI) Ltd., a wholly-owned subsidiary of Jindal.

By terms of the merger agreement, CIC Energy will merge with Jindal BVI, and the last one will remain the surviving entity. Upon completion of the transaction, the holders of the outstanding shares of CIC Energy will receive CDN$2.00 per share. The consideration values total equity of the BVI corporation at approximately CDN$116.0 million on 58.0 million shares.

Jindal Steel and Power Limited, the Indian company listed on the National Stock Exchange and the Bombay Stock Exchange, has also significant presence in the mining, power generation and infrastructure sectors. The company is part of the US$15 billion diversified D.P. Jindal Group.

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”.

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.

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.

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.

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.