Category Archives: Merger agreements

FracRock International signed merger agreement with Vision Global Solutions

FracRock International, Inc., an oilfield service and technology company, based in the jurisdiction of the British Virgin Islands, and Vision Global Solutions, Inc. signed a definitive merger agreement, pursuant to which Vision will acquire FracRock. After completion of the stock-for-stock transaction merger, the company will be named Eco-StimSM Energy Solutions, Inc.

The Chairman of FracRock International Bjarte Bruheim stated in his comments on signing the merger agreement, “This merger is the next step in progressing the FRI business plan as we are now focused on building backlog for our proprietary unconventional field management system while bringing an eco-friendly well stimulation and completion service offering to the international markets.

By words of J. Chris Boswell, BVI company’s president and chief executive officer, this merger “will provide FRI a public platform so that capital can be accessed more quickly to support the purchase of equipment needed to execute multi-year service contracts as we secure them.”

Pursuant to the merger agreement and the other transactions contemplated thereby, the officers and directors of FracRock will become the officers and directors of Vision upon consummation of the merger.

FracRock International signs agreement with Vision Global Solutions, Inc.

FracRock International, Inc., an oilfield service and technology company incorporated in the British Virgin Islands, signed definitive agreement with Vision Global Solutions, Inc., which is a shell company. Under the terms of the merger agreement, Vision will purchase FracRock in a stock-for-stock transaction. Prior to the merger, Vision will undertake a 480:1 reverse stock split. Upon completion of the merger, the combined company will be named Eco-StimSM Energy Solutions, Inc.

Upon consummation of the merger, the officers and directors of FracRock will become the officers and directors of Vision.

The Chairman of the BVI company, Bjarte Bruheim, stated in his comments to the transaction: “This merger is the next step in progressing the FRI business plan as we are now focused on building backlog for our proprietary unconventional field management system while bringing an eco-friendly well stimulation and completion service offering to the international markets.”

J. Chris Boswell, FRI’s CEO and president, said: “This merger will provide FRI a public platform so that capital can be accessed more quickly to support the purchase of equipment needed to execute multi-year service contracts as we secure them.”

BVI-domiciled CNC Development announced conclusion of exchange offer

CNC Development Ltd., a British Virgin Islands company formed as a result of business combination between InterAmerican Acquisition Group Inc. and BVI holding Sing Kung Ltd, made an announcement that all shareholders of Sing Kung who were not parties to the stock purchase agreement have subscribed to the exchange offer for CNC shares. As a result, BVI corporation becomes the owner of full stock of Sing Kung.

Also, the majority of CNC Preferred shareholders appointed by written resolution two new members to CNC’s board of directors – Steven Klein and David Miller, who are Partners with a privately held investment company Apple Core Holdings.

CNC Development has initiated a new business acquisition program, in accordance with it the BVI company is seeking to identify and acquire one or more profitable businesses with enterprise values from US$100 million to US$500 million. The company is also considering acquisitions of companies domiciled outside of China and not involved in the infrastructure or construction sectors. By words of Mr. Morro, Interim Chief Executive Officer of CNC, the company decided to expand the investment focus to other business areas because projected returns on private capital investments in the infrastructure and construction sectors in China have been dramatically reduced due to the recent increase in liquidity in the China market.

CNC also informed shareholders about the change in the trading symbols for its securities that was initiated in November 2009. The shares of the company are quoted on the OTCBB.

Talon Metals (BVI) announces financial results for the period ended September 30, 2008

British Virgin Islands-registered mineral exploration company Talon Metals Corp. reported financial results for the period ended September 30, 2008. For the third quarter 2008 the company reported net loss in the amount of $4,185,194 or $0.16 per share (basic and diluted), while by the results for the second quarter 2008 its net earnings were US$1,023,538, or US$0.04 per share. The third quarter net loss also compares to earnings of $8,171 or $0.00 per share for the same period of 2007, and earnings in the amount of $8,476,072 or $0.31 per share for the first nine months of 2007.

Capitalized exploration for the three and nine month periods ended September 30, 2008, was $343,399 and $1,279,240 respectively, relating mainly to the Agua Branca and Sao Jorge projects. These amounts compare to  $307,415 and $1,364,137 respectively for the same periods of 2007.

By the end of the period ended September 30, $3 million loan of Talon Metals to another BVI corporation, Saber Energy Corp., was advanced to $6 million. Talon’s due diligence review of Saber is in progress, and both companies are planning to negotiate a pre-merger agreement on or before March 24 of the next year.