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.
Wednesday, March 20, 2013
Monday, March 18, 2013
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.
Monday, March 11, 2013
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.
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.
Tuesday, March 5, 2013
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.
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.
Friday, March 1, 2013
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.
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.
Wednesday, February 13, 2013
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.
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.
Thursday, February 7, 2013
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."
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."
Wednesday, January 23, 2013
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.
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.
Tuesday, January 15, 2013
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.
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.
Friday, January 4, 2013
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.
Thursday, December 27, 2012
BVI company to acquire NFC Data Inc.
Play LA Inc., publicly traded internet advertising and publishing company to the online and mobile gaming industry, incorporated in the British Virgin Islands, announced that it has entered into a Share Purchase Agreement with NFC Data Inc., the company that develops solutions and technologies using Near Field Communications (NFC). The transaction between the companies has the purpose of BVI company to exchange its shares and acquire the business and assets of NFC Data Inc. Play LA Inc. expects the acquisition transaction to close in the beginning of 2013.
NFC Data Inc. develops platform to enable the use of NFC, which is a standardized technology currently used worldwide for entry access, gaming, phone-to-phone data transfer, payment processing and interactive marketing, in high margin environments, such as toys, advertising, promotions, gaming and payments.
NFC Data Inc. develops platform to enable the use of NFC, which is a standardized technology currently used worldwide for entry access, gaming, phone-to-phone data transfer, payment processing and interactive marketing, in high margin environments, such as toys, advertising, promotions, gaming and payments.
Monday, December 17, 2012
Yucheng Technologies announced meeting of shareholders to discuss merger transaction
Yucheng Technologies Limited, the British Virgin Islands company providing IT solutions to the financial services industry in China, has called an extraordinary general meeting of shareholders to be held on December 27, 2012, at Beijing Global Trade Center.
The purpose of the meeting is to consider and vote upon the proposal to approve the previously announced agreement and plan of merger dated August 13, 2012 between Yucheng Technologies, New Sihitech Limited, a British Virgin Islands business company wholly owned by Mr. Weidong Hong, chairman of the board of directors and chief executive officer of Yucheng Technologies, and New Sihitech Acquisition Limited, another BVI business company wholly owned by New Sihitech Limited.
Under the terms of the Merger Agreement, New Sihitech Acquisition Limited will be merged with and into Yucheng Technologies, which will continue as the surviving company after the merger. If completed, the proposed merger would result in Yucheng becoming a privately held company, and its shares will be delisted from NASDAQ.
Thursday, December 6, 2012
Chinese holding corporation acquires BVI-based Pan-China Resources
MIE Holdings Corporation, an independent oil and gas company listed on the main board of Hong Kong Stock Exchange and engaged in the exploration and production of oil and gas in China, Kazakhstan and USA, announced that it has acquired the entire issued share capital of the British Virgin Islands-registered corporation Pan-China Resources Ltd.
Pan-China Resources Ltd is a wholly-owned subsidiary of Sunwing Energy Limited. The principal business activity of the BVI company is oil and gas development and production operations in China.
In the last decade of November, MIE and Sunwing entered into a share purchase and sale agreement, pursuant to which MIE purchased all shares of the BVI company for a total price of US$45,000,000, subject to adjustments. By terms of the Agreement, the Adjusted Purchase Price shall be payable by the BVI company on closing date. An amount of US$5,000,000 will be held back for 180 days after the closing to secure Sunwing’s obligations under the Agreement.
Subject to all customary conditions, the closing shall take place one month after the signing of the Agreement between MIE and Sunwing Energy. Upon closing, the BVI company will become a wholly-owned subsidiary of MIE. If closing of the agreement does not occur within 180 days after the signing date as a result of MIE’s default, MIE shall pay Sunwing a break fee of US$1,250,000 as liquidated damages, and vice versa.
Pan-China Resources Ltd is a wholly-owned subsidiary of Sunwing Energy Limited. The principal business activity of the BVI company is oil and gas development and production operations in China.
In the last decade of November, MIE and Sunwing entered into a share purchase and sale agreement, pursuant to which MIE purchased all shares of the BVI company for a total price of US$45,000,000, subject to adjustments. By terms of the Agreement, the Adjusted Purchase Price shall be payable by the BVI company on closing date. An amount of US$5,000,000 will be held back for 180 days after the closing to secure Sunwing’s obligations under the Agreement.
Subject to all customary conditions, the closing shall take place one month after the signing of the Agreement between MIE and Sunwing Energy. Upon closing, the BVI company will become a wholly-owned subsidiary of MIE. If closing of the agreement does not occur within 180 days after the signing date as a result of MIE’s default, MIE shall pay Sunwing a break fee of US$1,250,000 as liquidated damages, and vice versa.
Tuesday, November 27, 2012
Ferro Iron Ore Corp. signed agreements with BVI companies for reverse takeover
Last week, Ferro Iron Ore Corp. signed a definitive agreement with the shareholders of Continent Treasure Limited, a company incorporated under the British Virgin Islands law, to effect a business combination between Ferro Iron Ore and the BVI company and to receive a 77.5% interest in Mongolian exploration license No. 14491X, covering 6,092.45 hectares of exploration area in North Central Mongolia.
Also, Ferro Iron Ore reached a definitive agreement to get the remaining 22.5% interest in the Exploration License through a business combination with another BVI-registered entity, Blue Eagle Trading Limited.
Continent Treasure Limited holds a 77.5% shareholding interest in Accuracy Trade Limited, a British Virgin Islands company that owns 100% of Khandgait Mining LLC, a Mongolian legal entity, which, in turn, owns 100% of Khandgait Gol LLC, a Mongolian legal entity that holds the Exploration License. The remaining 22.5% shareholding interest in ATL is owned by Blue Eagle, also a British Virgin Islands company. The principal shareholders of Continent Treasure Limited are Infinity Eagle Limited, Treasure Carriage Limited, Barlow Lake Limited, and Oceanward Limited, all of which are British Virgin Islands companies.
Under the TSX Venture Exchange Policy, the proposed business combinations will represent a reverse takeover for Ferro Iron Ore and are considered arm's length transactions.
Pursuant to the terms of these business combinations, Ferro Iron Ore will pay $250,000 cash and issue a number of common shares, which will result in a change of control of the company. Also, the Company intends to complete an equity financing to raise approximately $2.85 million. The financing is expected to be completed by issuing approximately 11,400,000 common shares at a price of $0.25 per share. It will also issue 2,100,000 common shares as a finder's fee in connection with the Proposed Business Combinations.
Following the proposed business transactions and the financing, the shareholders of CTL, Blue Eagle, and parties related to the shareholders of CTL who participate in the Financing will own approximately 68.3% of issued and outstanding common shares.
Also, Ferro Iron Ore reached a definitive agreement to get the remaining 22.5% interest in the Exploration License through a business combination with another BVI-registered entity, Blue Eagle Trading Limited.
Continent Treasure Limited holds a 77.5% shareholding interest in Accuracy Trade Limited, a British Virgin Islands company that owns 100% of Khandgait Mining LLC, a Mongolian legal entity, which, in turn, owns 100% of Khandgait Gol LLC, a Mongolian legal entity that holds the Exploration License. The remaining 22.5% shareholding interest in ATL is owned by Blue Eagle, also a British Virgin Islands company. The principal shareholders of Continent Treasure Limited are Infinity Eagle Limited, Treasure Carriage Limited, Barlow Lake Limited, and Oceanward Limited, all of which are British Virgin Islands companies.
Under the TSX Venture Exchange Policy, the proposed business combinations will represent a reverse takeover for Ferro Iron Ore and are considered arm's length transactions.
Pursuant to the terms of these business combinations, Ferro Iron Ore will pay $250,000 cash and issue a number of common shares, which will result in a change of control of the company. Also, the Company intends to complete an equity financing to raise approximately $2.85 million. The financing is expected to be completed by issuing approximately 11,400,000 common shares at a price of $0.25 per share. It will also issue 2,100,000 common shares as a finder's fee in connection with the Proposed Business Combinations.
Following the proposed business transactions and the financing, the shareholders of CTL, Blue Eagle, and parties related to the shareholders of CTL who participate in the Financing will own approximately 68.3% of issued and outstanding common shares.
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