Premier African announced completion of loan into Namibian mine

Premier African Minerals Limited confirmed the completion of the strategic loan by the BVI company to MN Holdings Limited, which is the owner and operator of the Otjozondu Manganese Mine in Namibia, and the appointment of Mr Herbert to the board of directors.

As it was announced in July, the BVI company and Cambrian Limited entered into secured loan agreement with MNH, worth US$1.35mln and with annual interest rate of 10% per annum. Under the existing share authorities on the date of signing the loan agreement, Premier African Minerals could only issue 1,009,889,850 of the loan shares for a value of £454,450.

On 6 August 2019, the BVI company received shareholders approval to increase its authorised share capital, and has elected to issue the balance of the 753,778,580 loan shares at a value of £339,200 at the issue price. Subject to an orderly market agreement, these shares may only be sold by MNH through the company’s broker to ensure an orderly market is maintained. Application will be made for the second loan shares to be admitted to trading on AIM and admission is expected to take place on or around 3 September 2019. Following the issue of the shares, Premier's issued share capital consists of 9,753,778,580 Ordinary Shares with voting rights.

BVI company completed acquisition of Terraco Gold

BVI-incorporated Sailfish Royalty announced completion of the previously announced acquisition with Terraco Gold Corp. As previously agreed, the BVI company has acquired all of the issued and outstanding shares of Terraco, in exchange for consideration of 0.12 of a common share of Sailfish for each Terraco share. The consolidated growth-oriented Royalty Company will hold an array of precious metals royalties, ranging from the exploration stage through to production, geographically diversified within Nevada, Mexico, Brazil and Nicaragua.

Former Terraco shareholders will hold approximately 37.2% of the issued and outstanding common shares of Sailfish. The outstanding options of Terraco have been adjusted in accordance with their terms and the Exchange Ratio such that 1,626,120 outstanding options of Sailfish have been reserved for exercise.

Also, the BVI company announced that it has repaid in full the US$12,031,055 outstanding senior unsecured convertible debenture held by Solidus Resources, LLC, the wholly-owned subsidiary of Waterton Precious Metals Fund II Cayman, LP. Shares of Terraco were delisted from the TSX Venture Exchange at close of business on August 20, 2019.

Concurrently with the closing of the Arrangement, Wexford Spectrum Trading Limited and Wexford Catalyst Trading Limited loaned Sailfish US$12,031,055, the proceeds of which were used by Sailfish on behalf of TGC Holdings Ltd. , a wholly-owned subsidiary of Terraco, to repay the Debenture.

Premier African Minerals announced loan to MN Holdings Limited

BVI-registered Premier African Minerals Limited, jointly with Cambrian Limited, announced a strategic loan to MN Holdings Limited, the owner and operator of the Otjozondu Manganese Mining Project in Namibia, for a total amount of US$1.35mln with annual interest of 10% and with a maturity date of 1 October 2021. By this loan, Premier African expands into an operating and revenue generating manganese mining operation.

George Roach, CEO of the BVI company, said in his comments: "Otjozundu is a producing revenue generating manganese mine based in Namibia currently involved in an expansion programme. The loan to Otjozundu will enable it to conclude the purchase of significant additional plant and equipment from the nearby Purity Mine to allow Otjozundu to steadily increase production and revenues.”

The Otjozundu Manganese Mining Project is located some 150 kilometres north east of Windhoek and is in a well-known and established manganese district. Otjozundu is wholly owned by MNH, which acquired the project from Shaw River Manganese Limited for A$4.952 million in 2018.

The loan proceeds will be specifically used by MNH to purchase additional mining fleet and processing equipment from Purity Mining which has operated in an adjacent area. In accordance with the Loan Agreement, Cambrian has already provided US$350,000 in cash to MNH and Premier African will provide the remaining US$1 million (as Lender) in the form of 1,763,668,430 new ordinary shares of the company.

Sailfish Royalty entered into Arrangement Agreement with Terraco Gold Corp

Sailfish Royalty Corp., a precious metals royalty and streaming company incorporated in the British Virgin Islands, and Terraco Gold Corp., a gold royalty company focused on Spring Valley Gold Project located in Nevada, entered into a definitive arrangement agreement on June 19, 2019. Sailfish has agreed to acquire all of the issued and outstanding shares of Terraco, in exchange for consideration of 0.12 of a common share of Sailfish for each share of Terraco. The existing options and warrants to acquire Terraco shares will be converted into options and warrants to acquire Sailfish Shares, each in accordance with their terms.

The consideration offered by the BVI corporation represents a premium of approximately 53% to the trailing 20-day volume weighted average price of the Terraco Shares as at the above stated date.

The consolidated company will hold and array of precious metals royalties, and the geographical diversification will include Nevada, Mexico, Nicaragua and Brazil. The company will also hold royalties with such property owners as Waterton Global Resource Management, Eldorado Gold Corporation and Endeavour Silver Corp., and will be supported by Wexford Capital LP, an SEC registered investment advisor with approximately US$3 billion of assets under management.

Akiba Leisman, CEO of the BVI corporation, stated in comments on the agreement: “We are very pleased to announce this exciting transaction which brings together our combined royalty portfolios into a new, growth-oriented royalty vehicle. Terraco’s royalty holdings on the development-stage Spring Valley Gold Project in Nevada will give our shareholders exposure to one of the best known undeveloped mining properties in the region.”

Luxoft Holding acquired by DXC Technology

World's leading independent IT services company DXC Technology announced the completion of the acquisition of Luxoft Holding Inc., the BVI-registered and globally working digital strategy and software engineering company. Definitive agreement to acquire Luxoft was signed in January 2019, while regulatory approval for the purchase was received on June 11, 2019.

Luxoft will continue to be headed by Dmitry Loschinin, who will report further on to DXC’s chairman, president and CEO Mike Lawrie. The BVI holding company, which has a 13,000-person workforce, providing digital strategy consulting and software engineering services for companies across North America, Europe and the Asia Pacific region, will maintain its brand and operate as “A DXC Technology Company.” 

DXC’s chairman stated in his comments on the acquisiton: “With Luxoft, DXC will cover the full spectrum of business-driven digital initiatives, from modernizing client legacy IT systems to delivering transformational digital solutions at scale… Luxoft’s proven success for global clients creates new value and benefits for all DXC stakeholders. I want to welcome the Luxoft team to the DXC family.”

By words of Luxoft’s CEO, “Joining a leading global innovator in DXC is exciting for our people, clients and partners… it’s the best of both worlds: DXC provides the scale, resources and market presence, while Luxoft brings differentiated capabilities and new digital talent. We expect our shared vision to create new market opportunities, deliver game-changing innovations and drive DXC’s growth.”

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.