Category Archives: Securities Purchase Agreement

BVI-domiciled company acquired securities of Zaruma Resources Inc.

Zaruma Gold Mining Ltd., the company domiciled in the British Virgin Islands, announced that pursuant to a private placement financing by Zaruma Resources Inc., it subscribed for and acquired ownership of 390,920,000 subscription receipts of Zaruma Resources. The price is Cdn$0.05 per Subscription Receipt, for aggregate consideration of Cdn$19,564,000. This represented approximately 83.79% of the 466,562,418 Subscription Receipts issued pursuant to the Private Placement. Each Subscription Receipt represents the right to receive one unit of the Corporation, without payment of additional consideration and without any further action on the part of the BVI company.

Prior to the acquisition of the Subscription Receipts, Zaruma Gold Mining Ltd. owned 2,300,000 common shares and 2,300,000 warrants of the corporation. Upon the satisfaction of the Escrow Release Conditions and the conversion of the Subscription Receipts into Units of the Corporation, the BVI company will have ownership of 393, 220,000 common shares. This amount represents approximately 66.63% of the then issued and outstanding common shares of the corporation on an undiluted basis, or 786,440,000 Common Shares or approximately 79.97% on a partially diluted basis.

The subscription receipts were acquired by the BVI company for investment purposes.

AOL sells ICQ to BVI company

On July 8, 2010 AOL  Inc. completed the sale of its instant messaging service ICQ to the Russian holding firm Digital Sky Technologies Limited, registered in the British Virgin Islands.  ICQ was sold for US $187.5 million in cash. The deal is subject to certain post-closing adjustments based on the amount of cash, working capital and indebtedness of the ICQ operations at closing.

AOL entered into a Securities Purchase agreement with BVI-based Digital Sky Technologies for the sale of its ICQ operations on April 28, 2010. The company is planning to use the money from this deal for buying media properties, paying some of its debt, or just covering some ad revenues.

Qiao Xing Universal purchases shares

Qiao Xing Universal Resources, Inc, a BVI-incorporated company engaged in manufacturing and distribution of telecommunications terminal products, announced that its chairman and CEO resumed a share repurchase to buy back up to US$10 million in stock belonging to the Chinese resources company.

The share repurchase by the chairman of the BVI company resumed in April, 2010. He purchased 500,000 shares and plans to reach the $10 million limit next year. With approximately 36 percent interest in Qiao Xing, he is the largest shareholder of the company.

The share repurchase program was announced in September 2008 and had been on hold because of market uncertainty caused by the global crisis.

BVI-registered Origin Agritech completed the Second Notes Repurchase Agreement

Origin Agritech Limited, an agricultural biotechnology company operating in China and based in the British Virgin Islands, announced the completion of the Second Notes Repurchase Agreement with Citadel Equity Fund Ltd. According to the Second Notes Repurchase Agreement  as of December 30, 2009, the BVI company repurchased the remaining part of the outstanding 1% Guaranteed Senior Secured Convertible Notes from Citadel due 2012, by full repayment in cash of the agreed upon purchase price due to Citadel.

Origin Agritech issued the Notes to Citadel in an aggregate principle amount of US$40 million in June 2008, and repurchased $23.4 million in principle of these notes in July 2008 and January 2009. This is the last tranche of the aggregate principle amount of the remaining US$16.6 million, for a repurchase price of US$104,000 for each principal amount of US$100,000 of such Notes. These repurchased notes have been cancelled.

The Note repurchase provides the BVI company with an opportunity to eliminate expensive debt on its balance sheet, receive favorable financial terms, and provide it with significant flexibility for future growth and capital opportunities.