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Orca Exploration Group announced completion of the first tranche of investment

Orca Exploration Group announced on 16 January 2018 that the escrow release conditions have been met regarding the first tranche of investment by Swala Oil & Gas in the Orca Group. The definitive agreements for the US$130 million investment were released, and the first tranche is now complete.

Under the first tranche, the BVI Group sold 7.93% of shares that were held in PAE PanAfrican Energy Corporation to Swala (PAEM) Limited, a wholly-owned subsidiary of Swala, for US$25,782,250 (or US$21,022,450 net after some purchase adjustments), which is payable in US$17,055,950 cash and the right to receive either US$3,966,500 in Swala convertible preferred shares by 2 March 2018, or US$3,966,500 in cash if shares are not issued by that date.

Orca Exploration also entered into an amendment and consent letter with PanAfrican Energy Tanzania Limited (PAET) and International Finance Corporation (IFC), as part of the agreement. According to this agreement, PAET will prepay the IFC loan facility in part no later than 10 December 2019. As part of the amendment and consent letter, Orca guaranteed the prepayments owed by PAET to IFC. After the first tranche, BVI Group’s guarantee covers US$4,759,800 in prepayments, and would cover an aggregate of US$24,000,000 in prepayments due 10 December 2019.

BVI group agreed on the terms of US$130 mln investment

Orca Exploration Group, an international public company registered in the British Virgin Islands, finalized terms for strategic investment by Swala Oil & Gas (Tanzania) plc, which is US$130mln worth. Swala is an independent oil & gas exploration and production company, the first to be listed on an East African Stock Exchange.

Under the terms of the investment agreement, Swala will acquire up to 40% interest in BVI company’s wholly owned subsidiary, a Mauritius-registered company and the sole shareholder of PanAfrican Energy Tanzania Limited. The investment transactions are based on an agreed value of US$325mln for Orca’s subsidiary, approximately 85% of the purchase price is payable in cash.

Orca Group secures a strategic investor in Swala with international institutional and Tanzanian investor support. The first investment transaction is to be completed on or before 12 January 2018, and the remaining transactions are to be completed on or before 28 January 2018.

According to BVI group’s chairman and CEO W. David Lyons, “This is a transformational transaction for Orca. To the broader Orca Group, this investment is strategic in both underpinning the intrinsic value of our business and providing a platform from which to grow and diversify our company and deliver value to our shareholders.”

West African Minerals reported interim financial statement

West African Minerals Corporation, British Virgin Islands-registered corporation working in the sphere of iron ore mining and exploration, announced its unaudited consolidated interim financial statements for the period ended 30 September 2017. For the reported period, company’s total assets decreased to £2.8mln as compared to £22.2mln for the period ended 30 September 2016. Company’s cash at hand made £2.67mln (£3.15mln in the previous reported period). Also, according to the report, operational expenses continue to be rigorously controlled.

Also, the group reported total comprehensive loss of £19.4mln, as compared to £0.07mln during the same financial period of the previous year. Basic and diluted loss per share increased to 0.05 pence per share (0.03 pence in the period ended 30 September 2016). West African Minerals’ shareholders’ equity at 30 September 2017 was £2.64mln (£22.04mln at 31 March 2017); the 88% reduction was primarily the result of the full impairment of Sanaga costs incurred during the period.

The BVI group continues to follow the strategy of reducing operational and corporate expenditure to preserve its cash positions. This includes significant reduction of the operational team and exploration field activities, successful reduction in the lease area size in Cameroon, and optimization of Corporate overheads. It is expected that the strategy will remain in place until the next financial year end.

BVI company made US$28mln offer to buy stores of Vitamin World

Valuable Hero International, the British Virgin Islands-registered company which is an afiiliate of a Chinese dairy producer Feihe International Inc., made a US$28 million offer to acquire 156 remaining stores of Vitamin World, the Holbrook-based retail chain that filed for bankruptcy protection in September 2017.

Beside paying US$28 million cash, the BVI company according to the new bid will also assume liabilities of about US$1.2 million for employees’ accrued vacation and sick days, and pay half the costs related to property leases that exceed US$2.4 million.

This bid followed the previous US$26 million bid with Holbrook-based Latium Enterprises which fell through. The expected closing date for the current one with Valuable Hero is on or before December 31, 2017. Under the agreement, the BVI company would receive a “break-up fee” of US$500,000 and expenses of up to US$350,000 in case the transaction is not consummated.

Vitamin World was previously owned by Nature’s Bounty Co., which sold 90% of the chain in February 2016 to Manhattan private equity firm Centre Lane Partners LLC for about US$25 million.