Kingsferry announced acquisition of common shares of Canadian company Home Capital

BVI-registered investment company Kingsferry Capital Management Group Limited made an announcement that it has acquired, on behalf of Kingsferry Classic Value Fund I Ltd., 1,000 common shares of Home Capital Group Inc. As a result of the acquisition, Kingsferry gets control over 6,103,600 common shares, representing approximately 10.001% of the issued and outstanding Common Shares.

The Common shares were purchased at an average price of C$18.56 per share, for a total purchase price of C$18,560. Immediately prior to the acquisition of the common shares, the BVI company had control and direction over a total number of 6,102,600 common shares, representing approximately 9.999% of the issued and outstanding common shares.

Kingsferry has engaged, and intends to continue to engage, in discussions with management and the board of Home Capital concerning its business, management, operations, assets, capitalization, financial condition, governance, strategy and future plans.

Talon Metals made initial payment to Kennecott

Talon Metals Corp. announced that Talon Nickel (USA) LLC has made the initial upfront payment to Kennecott Exploration Company, in the amount of US$6 million. The BVI company also issued 25,031,250 common shares to Kennecott, representing US$1.5 million worth of common shares at C$0.08 per share, based on the further requirement under the Option Agreement.

Kennecott Exploration, which is a subsidiary of the Rio Tinto Group, now owns 7.4% of Talon on a partially diluted basis. Under the terms of the Option Agreement, Talon now has the right to acquire up to 60% interest in the Tamarack Project. President of Talon said in his comments: "This is the beginning of exciting times ahead for the Company. We look forward to working in conjunction with our partner, Kennecott, to advance the Tamarack Project, with a strategy of producing Class 1 nickel, as well as copper and cobalt, for the electric vehicle and stationary battery market."

BVI corporation announced extension agreement with Kennecott

BVI-registered Talon Metals Corp. made an announcement that its wholly owned indirect subsidiary Talon Nickel (USA) LLC entered into an extension agreement in respect of the option agreement which was signed with Kennecott Exploration Company in November 2018.

Under the terms of the Extension Agreement, the BVI company has to make initial payment to Kennecott in the amount of US$6mln until March 15, 2019, in order to make the Option Agreement effective. In this case, Talon Metals will have the right to acquire up to 60% interest in the Tamarack Project. In case the company fails to make the payment to Kennecott, the parties will enter into a joint venture agreement under which Kennecott would have an initial 82.44% interest and Talon would have an initial 17.56% interest in the Tamarack Project.

Chaarat acquires Kapan Mining and Processing Company CJSC

BVI-registered mining company Chaarat Gold International Limited announced the extension of the anticipated closing date for the acquisition of Kapan Mining and Processing Company CJSC from 15 January 2019 to 31 January 2019, agreed with Kapan’s vendor PTML Holding Ltd, a subsidiary of Polymetal International Plc. The extension, which followed BVI company's announcement of the acquisition of 31 December 2018, has arisen as a result of the extended winter holidays in Russia and Armenia.

Also, it has been agreed that Chaarat will grant a pledge over the shares it has acquired in Kapan in favour of Polymetal, pending receipt of the US$40 million cash payment. If payment is not completed within 10 business days, Polymetal has the right to require the transaction to be unwound. Otherwise the transaction will progress as planned, and will remain as previously described.

Luxoft Holding Inc. to be purchased by DXC Technology

DXC Technology, global IT solutions provider and one of the leaders in the industry, and BVI-incorporated Luxoft Holding, Inc. announced a definitive agreement according to which DXC will acquire Luxoft. Under the terms of the agreement, all of the issued and outstanding ordinary shares of the BVI holding company will get US$59.00 per share in cash, that makes total equity value of approximately US$2 billion.

With Luxoft’s digital engineering capabilities and DXC’s expertise in IT modernization and integration, the companies will offer differentiated customer value proposition for end-to-end digital transformation. The combined company will be able to provide end-to-end digital capabilities for the global financial services industry; new services in insurance, where DXC is industry leader; offerings for the automotive industry, combining Luxoft’s knowledge and experience in car systems with DXC’s capabilities in cloud and security; and industry-leading services in healthcare and life sciences. Luxoft has clients in all regions of the world, particularly in Europe. In the automotive industry the combined company will serve more than twenty manufacturers and OEMs in North America, Europe and the Asia Pacific region.

Luxoft will keep its brand and work as “A DXC Technology Company.” It will continue to be led by the company’s current president and CEO Dmitry Loschinin. The transaction is expected to be closed by June 2019, and is subject to customary conditions and regulatory approvals.

BVI company to close US$1.5mln private placement

Taoping Inc., the British Virgin Islands-based company formerly known as China Information Technology, Inc. and focused on providing internet-based ad distribution and ad display terminal sharing systems in China, this month announced the initial closing of a non-brokered private placement of 1 mln ordinary shares at a price of US$1.5 per share, for gross proceeds of US$1.5mln.

In September 2018, Taoping entered into a securities purchase agreement with certain investors, pursuant to which they agreed to purchase an aggregate of 2,000,000 ordinary shares of the BVI company at a price of US$1.50 per share, for US$3mln. It was expected by the company that the remaining 1 mln ordinary shares will be purchased by JW Capital Group for US$1.5mln before the end of the year. Net proceeds of the offering will be used to support global market expansion of Taoping.

The unit of Atlas Mara selling 24.9% of its Botswana subsidiary

ABC Holdings, financial services provider working in Africa, and a unit of BVI-registered Atlas Mara Limited, announced that it is selling 24.9% of its Botswana subsidiary, BancABC Botswana, to raise US$34 million.

According to BancABC Botswana, which is wholly owned by ABC Holdings, the funds raised from selling 180 million shares will be used for upgrading, developing and enhancing IT infrastructure and banking platforms across its operations in Africa.

The share sale is to close on November 23. The bank said that it is not a public trade, the shares were offered to private institutional investors and firm commitments were received for 148.6 million offered shares, which make 82.3% of the offer. However, Managing Director of BancABC Botswana noted that members of the public also have an opportunity to participate in the offer through the brokers.

Canadian company signed agreement with BVI-based Phoenix Capital Enterprises Ltd.

Cabo Drilling Corp., a drilling services company headquartered in British Columbia, Canada, announced that it has signed share purchase agreement with Phoenix Capital Enterprises Ltd., a corporation domiciled in the British Virgin Islands. Pursuant to the agreement, dated October 27, 2018, the Canadian company will effect business combination and reverse takeover transaction as a result of which it will acquire all of the issued and outstanding common shares of Tengri Resources Pte. Ltd., incorporated in Singapore, in exchange for cash and newly issued common shares of Cabo.

The transaction will be subject to relevant regulatory and stock exchange approvals, standard closing conditions, and the completion of due diligence investigations.

Tengri Resources Pte, a private company wholly owned by BVI-incorporated Phoenix, is the owner of 100% securities of Tengri Resources LLC, which is the 100% owner of Richfluorite LLC, which is the 100% owner of Jonsht Gazar LLC.

Origin Agritech signed agreement with new investor

Origin Agritech Ltd., an agriculture technology and rural e-commerce company incorporated in the British Virgin Islands, entered into share subscription agreement with Longhan Investment Management, Co., Ltd. Under the terms of the newly signed agreement, Longhan will purchase 1,397,680 shares of the BVI company, for an aggregate purchase price of US$7,743,147.20. 

Previously, Origin and Longhan signed strategic co-operation agreement, according to which both companies will integrate seed treatment, soil treatment technologies and seed breeding & biotechnology, as well as Origin’s agricultural business platform. The current investment into the BVI company is expected to stimulate and speed up the strategic cooperation process.

Burcon Nutrascience’s substantial shareholding sold through BVI company

Mr Chan, the director of Burcon NutraScience Corporation, announced that through its wholly owned company Firewood Elite Limited, registered in the British Virgin Islands, entered into a private agreement for sale and purchase with PT International Development Corporation Limited. According to the agreement, the BVI company purchases from PT International all the issued and outstanding shares in Large Scale Investments Limited and Great Intelligence Limited, at a total consideration of HK$34,732,000 (approximately C$5,788,667).

Before the acquisition, PT International, through its wholly-owned subsidiaries Large Scale and Great Intelligence, beneficially owns 9,866,568 common shares in the capital of Burcon NutraScience; 253,815 warrants are held by Large Scale to purchase 253,815 Burcon common shares at a price of $2.54 per share which is exercisable until November 30, 2018; and the convertible unsecured 8% promissory note in the principal amount of $2,000,000 is held by Large Scale. Also, before the acquisition Mr. Chan does not hold any Burcon common shares but holds 210,844 options issued by Burcon and exercisable to purchase common shares at prices ranging from C$0.69 to C$8.65 per share.

,As a result of the Acquisition, Mr. Chan was deemed to control Large Scale and Great Intelligence and to beneficially own the Sale Shares, the Burcon Warrants and the Note. The Burcon securities to be acquired by the BVI company will be held for investment purposes.

BVI-based blank check company signed merger agreement with Xynomic Pharmaceuticals

Bison Capital Acquisition Corp., currently incorporated in the British Virgin Islands, and Xynomic Pharmaceuticals, Inc., a US-Chinese clinical stage innovative oncology drug development company, have signed merger agreement as a result of which Xynomic will become wholly-owned subsidiary and operating business of BCAC. Prior to the merger, Bison will re-domesticate from the British Virgin Islands to Delaware, and change its name to “Xynomic Pharmaceuticals Holdings, Inc.”

Under the terms of the merger agreement, existing common and preferred shareholders of Xynomic will receive shares of common stock of BCAC. The aggregate merger consideration will consist of a closing consideration of $350 million in BCAC shares, and earnout consideration of an additional $100 million in BCAC shares, subject to Xynomic achieving certain milestones stated in the merger agreement. Merger consideration will be payable entirely in common stock of BCAC at a value of $10.15 per share.

Xynomic was founded in 2016 and is mainly engaged in the research, development and commercialization of innovative targeted cancer therapeutics in the US, Europe and China. The company focuses on orally delivered small molecule drugs. Company’s current investors include Northern Light Venture Capital, Prosperico Ventures and Hakim Unique.

BCAC is a special purpose acquisition company sponsored by Bison Capital Holding Company Limited, an investment holding company that focuses on the healthcare, media and financial services sectors.

International Millennium Mining Corp. entered into RTO Transaction with BVI corporation

International Millennium Mining Corp. entered into a share purchase agreement with Phoenix Capital Enterprises Ltd., the company incorporated under the laws of the British Virgin Islands. This is a business combination and reverse takeover transaction according to which IMMC will acquire all of the issued and outstanding common shares of Singapore-based company Tengri Coal and Energy Pte. Limited, in exchange for newly issued common shares of IMMC.

Tengri Coal and Energy is a private company wholly owned by Phoenix, and is the whole owner of Tengri Petrochemicals LLC which holds 100% of three lignite coal mining licenses in Mongolia and 100% of Tsaidam Energy LLC, which holds a permit for the construction of a thermal power plant in Mongolia. The mining licenses and the power plant together make up the Tsaidam Energy project located in Mongolia. In June 2018, Tengri Coal & Energy entered into the share subscription agreement for a CDN$260 million equity financing facility for the Tsaidam Energy Project with GEM Global Yield Fund LLC SCS and GEM Investments America, LLC.

The reverse takeover transaction is subject to relevant regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange, of the directors of IMMC and the BVI company, and the satisfaction of closing conditions.

Upon completion of the reverse takeover transaction, the current directors of IMMC will resign, and a new board of directors of IMMC will be reconstituted. Phoenix will have the right to nominate four of the five directors. The parties anticipate that the senior management of both IMMC and Tengri Coal & Energy will be combined following completion of the transaction, with John A. Versfelt continuing as President and CEO.

SPI Energy entered into amendment agreement with BVI-incorporated company

SPI Energy Co., Ltd., the global provider of renewable energy solutions, entered into an amendment agreement with respect to the company’s convertible bond financing from December 2014, when the company had entered into a definitive agreement with Union Sky Holdings Group Limited and issued a convertible promissory note of US$20mln to a special purpose vehicle of Union Sky.

The maturity date for this note was June 28, 2016, and in February 2017, SPI entered into an amendment agreement with the purpose to extend the maturity dates of the note to April 2017, January 2018 and January 2019. However, there has been no repayment made pursuant to this amendment, and on June 29, 2018 the company entered into another amendment agreement with the SPV and Magical Glaze Limited, registered in the British Virgin Islands. Pursuant to this agreement, all the rights and obligations under the agreement and the first amendment have been transferred to the BVI company, with the extension of the last maturity date to December 2020.

BVI group provided update on Swala transaction

Orca Exploration Group Inc. announced that it has agreed to extend to July 13, 2018 the date of the completion of the second and third closing of the previously announced investment by Swala Oil & Gas plc in BVI company’s subsidiary PAE PanAfrican Energy Corporation. There is no guarantee that the transactions will be completed by this date, or on the terms previously disclosed. 

Orca Exploration also announced the closing of the deferred consideration portion of the first closing of the Swala Investment, pursuant to which Orca has received Swala convertible preferred shares of US$3,966,500 worth.

Orca is an international public company engaged in natural gas exploration, development and supply in Tanzania through its wholly-owned subsidiary, PAET. Swala is an independent oil & gas exploration company having a significant Tanzanian ownership.