BVI Company News

The Anglo-Russian developer of mineral resources AM Aricom Plc announced that it has purchased options to buy two further licences that will expand significantly the existing Aricom projects K&S and Garinskoye - the Garinskoye Flanks license and the Kostenginskoye license. Aricom’s unit has already made two cash payments of US$22.5 mln for granting the options.

The Garinskoye Flanks license is owned by a Cypriot company Guiner Enterprises Ltd, which is owned by two British Virgin Islands companies – Myrtle Corp. Ltd and Ardoryna Commercial Ltd. The shareholders of Guiner Enterprises have conditionally agreed to sell their shares in Cypriot company to Aricom.  Aricom’s wholly owned subsidiary Aricom UK Ltd. has signed option agreements to acquire the indirect holders of the two licenses. Both assets are US$80 mln, comprising US$40 mln for each asset.

The Garinskoye Flanks deposit covers an area of 3,530 km surrounding Aricom’s currently owned Garinskoye license, and is estimated to contain nearly 1 billion tonnes of reserves and resources. The area of the Kostenginskoye iron ore deposit is about 24 km.

Greenford Trading, a newly-incorporated British Virgin Islands company belonging to the Russian investment and development company ArianaInterProject, has concluded a deal with Genesis Worldwide Inc.

According to the deal, Genesis Worldwide received license to build three light steel panel manufacturing plants in Russia over the next two-and-a-half years. Genesis said it will produce steel paneled structures using the Genesis Solution, which includes leading-edge software, industrial equipment, hardware, processes and engineering services.

The initial revenue of Genesis Worldwide will be 4 million USD from licensing its technology, the sale of industrial equipment and hardware, various training and consulting services required for the commissioning of the first plant. The licensed company will earn similar revenue from the commissioning of each of the two additional plants, which are projected to be commissioned by July 1, 2009, and July 1, 2010, with the revenue recognized at such time. Also, over the next five years, Genesis will earn minimum of 4.1 mln USD in royalty fees.

Malaysian company Ernslaw One is buying the New Zealand forestry company Winstone Pulp International, for an undisclosed amount of money. The deal is subject to Overseas Investment Office approval.

At present, Winstone is controlled by offshore companies, registered in Hong Kong and the British Virgin Islands. The company owns about 16,500 hectares of forest in the central North Island, a sawmill at Tangiwai and a pulp mill nearby at Karioi, and employs about 300 staff. By the fiscal results at September 30, 2006, company’s forest crop was valued at US$83 mln, and its fixed assets were evaluated at US$38.7 mln. For the same period, company had revenue of US$131 mln, but made a US$10.1 mln loss.

The purchase took forestry plantation of Ernslaw One to 100,000 hectares, making it the fourth largest forest owner in New Zealand. As at June 30, Ernslaw One’s forest estate was valued at US$254 mln.

Managing director of the BVI- and Hong Kong-controlled company David Anderson said the sale would not affect staff levels.

Malaysian businessman Datuk Ishak Ismail has exited the property holding company Land & General Berhad (L&G), after British Virgin Islands-registered Unioncity Enterprises Ltd., associated with him, disposed of 60.64 million shares. Following the sale that took place on September 30, 2007, the BVI company reduced its stake to 23.68 million shares.

Unioncity Enterprises became a substantial shareholder of L&G in May 2007, after it acquired a 6.35% stake; on August 2007, it raised it to 84.31 million, or 14.09%, and became the single largest shareholder of the company. BVI company’s interests in L&G rose after Hong Kong-based property tycoon emerged as a substantial shareholder in the former, after he acquired an 8.35% stake through the company Mayland Parkview. In October, its stake has increased to 11.03%, and made 66 million shares.

There was a talk that Mayland Parkview and BVI-registered Unioncity could compete for control over the company.

According to a statement released last week to the Stock Exchange of Hong Kong, an affiliate of Hong Kong-listed resources company CITIC Resources, CITIC Haiyue Energy, on September 28 acquired a stake in Tincy Group, for the price of $148.18 mln.

Tincy Group, which is wholly owned by the British Virgin Islands-domiciled Far Great Investments, operates an oil field in northeastern China’s province Liaoning. In May 2007, this BVI company signed an option agreement with CITIC Haiyue, which allowed the former to buy 90% stake of Tincy Group, or 9 million shares.

Tincy and Chinese state oil giant China National Petroleum Corp. are joint partners in a production sharing contract for the Hainan-Yuedong block in China’s northeastern Liaoning province until 2034. The companies signed the Hainan-Yuedong contract in February 2004.

TSX Group Inc. has made an announcement that it has entered into an agreement with a Canadian company Enbridge Inc. and BVI-registered Circuit Technology Ltd. This agreement will grant TSX Group the option to acquire NetThruPut Inc. (NTP), a company jointly owned by these two companies, at a time after March 15, 2009.

The Calgary-based NTP is the leading electronic trading platform and clearing facility for crude oil. TSX Group has paid $9.5 million for the right to acquire NTP from its shareholders at a price between $40 million and $95 million, depending on NTP’s 2008 net earnings.

BVI company will receive the TSX Group shares, issued subject to Toronto Stock Exchange regulatory approval. This agreement also provides Enbridge and Circuit Technology, with the right to sell NTP under the same terms to TSX Group.

NetThruPut Inc. is an independently operated company holding leading positions in Canada in internet-based crude oil trading systems. It is 52% owned by Enbridge Inc. (whose major business is in crude oil transportation), and 48% by Circuit Technology Limited – a private investment company registered in the British Virgin Islands. NTP provides a secure internet-based crude oil trading and clearing platform for customers to transact business anonymously in real-time, with the assurance of guaranteed commodity delivery and payment. The company has also created a liquid marketplace for buying and selling crude oil.

TSX Group operates two national stock exchanges of Canada, – Toronto Stock Exchange and TSX Venture Exchange, - as well as Natural Gas Exchange (NGX), a leading North American exchange for the trading and clearing of natural gas and electricity contracts.

A BVI-incorporated American Leisure Group Ltd., which is the owner of land near Walt Disney World, has sold 62.5 million shares, or a 37% stake, to raise 75,000,000 GBP or $151 million in an initial public offering on London’s Alternative Investment Market. Of that amount, U.S. $44,000,000 is used for the development of the Sonesta Orlando Resort at Tierra del Sol, Florida, which is American Leisure’s flagship resort property near Walt Disney World.

The resort is currently under construction. When completed, it will be a 121-acre vacation home resort community. The company has already sold 700 vacation homes it is building on this territory, with sale commitments worth more than $300 million.

The affiliation with Sonesta is an example of American Leisure Group’s strategy of ensuring that the management of the resort will be of high quality.

The film distributor Riche Multi-Media Holdings will pay HK$684 million to purchase a 50% stake in a piece of prime land in Macau, from Tiffany Chen Ming-yin, an executive director of the firm and the wife of Mr Heung. The land grant from the Macau government allows for a developable gross floor area of 637,000 square feet of residential space.

In a stock exchange filing Riche announced that the 75% stake of the land was acquired by Ms Chen in the past two months for HK$1.026 billion, via BVI-registered Modern Vision. Now Ms Chen retains a 25% interest in the 50,000-square-foot site, with the remaining 25% stake held by the third party which is not named.

After Riche Multi-Media said it would acquire a site in Macau, its shares soared 12.68% in brief trading during one day.

Because of the high level of piracy in China mainland, in recent months Riche Multi-Media has pulled back from its traditional film distribution business and seeks new investment opportunities in Macau.

China’s first US publicly traded steel manufacturer, General Steel Holdings, Inc., has published a press release saying that it agreed to acquire from Victory New Holdings Ltd. the remaining 30% outstanding shares of its subsidiary, Tianjin Daqiuzhuang Metal Sheet Co., Ltd. The sole shareholder of Victory New Holdings, registered in the British Virgin Islands, is mother of the Chairman and Chief Executive Officer of General Steel.

For the acquisition, General Steel Holdings agreed to issue an aggregate of 3,092,899 shares of its Series A Preferred Stock, at a price of $2.00 per share. The new shares will have voting power of 30% of the combined voting power of GSHO’s common and preferred stocks. According to an independent appraisal report, the appraised value of the 30% interest is $9,304,796, but the purchase price is $ 6,185,797.

After the closing of the acquisition, General Steel Holdings, Inc. will own 100% of BVI company’s subsidiary Daqiuzhuang Metal. Daqiuzhuang Metal is the producer of hot-rolled steel sheets used mainly in the construction of small agricultural vehicles; the company has a 50% China market share in this product niche.

Great Western Diamonds Corp. has reported that it has entered into a Memorandum of Understanding with Santa Elina Mines Corporation, which is incorporated in the British Virgin Islands and acts through its Cyprus Branch, and Peter Marrone of Toronto, to acquire for shares and warrants, a 100% interest in 80 Exploration Permits, totaling approximately 690,000 hectares, and 17 Applications for Exploration, totaling approximately 140,000 hectares, known as the Rondonia Diamond Project. Rondonia is a state in the west central region of Brazil.

Great Western Diamonds will purchase all the shares of a subsidiary of Santa Elina, which is the indirect holder of the property. Under the Memorandum of Understanding, 29,633,333 common shares and 14,111,111 common share purchase warrants will be issued to BVI-based Santa Elina, or its subsidiary, and to Mr. Marrone, to satisfy the purchase price of $13,335,000. Each warrant will be exercisable for the purchase of one share, at a price of $0.60 for 24 months after closing.

Completion of this transaction is subject to a number of conditions, including a concurrent private placement to Santa Elina and Mr. Marrone, which will involve units of GWD, for proceeds of not less than $0.60 for 24 months; the negotiation of definitive agreements, due diligence satisfactory to all parties, TSXV and all other applicable regulatory approvals approval of board and shareholders.

President & CEO of GWD, Brent Jellicoe, has said that GWD will apply its extensive diamond exploration expertise to highly-prospective diamond projects in other geographic areas such as Brazil. Also, GWD welcomes the involvement of Peter Marrone and Santa Elina to expand its exploration opportunities.

Prior work on the Rondonia Diamond Project was conducted by De Beers about 30 years ago, and revealed 12 kimberlites in three separate clusters. Additional exploration work was recently finished by BHP Billiton, under an earn-in agreement with Santa Elina. This included ground and airborne magnetic surveys, hand dug pits and auger drilling with the purpose to acquire small samples for diamond recoveries. Currently the project is at an early stage of exploration, and work remains to be done in assessing the potential of previously identified kimberlites, and in finding new kimberlites.

Great Western Diamonds Corp. is an exploration and mine development company, focusing on several diamond projects; the core project is the 100%-owned Candle Lake Diamond Project in central Saskatchewan.