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Here is the final decision on the dairy company the COO's pals were involved with. His pals are still in Court I believe trying to overturn their convictions up in HK. That the company is to remain listed indicates to me the reverse merger being mooted by BGL, NZF was its earlier incarnation, will involve Natural Dairy. I don't believe the resignations and the final final decision of the HK stock exchange are without relevance to each other.





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This sounds very complicated and convoluted in a circuitous way for a company carrying a market cap of just $3m.


Gee. I wonder if there is something they haven't told us.

I note the meeting anticipated to be held in early August still hasn't been held. Nor has any date or agenda been set for it. Perhaps it just isn't tracking the right way or perhaps its all down to covid lockdowns.

23 June 2021


NZX Limited



Secured Bonds - Prospective capitalisation of Bonds, and partial repayment of



On 4 July 2017, Blackwell Global Holdings Limited (BGI) and its major

shareholder Blackwell Global Group Limited (BGGL) entered into a Secured

Bonds Subscription Agreement and a Convertible Note Subscription Agreement

(the Agreements) under which BGI agreed to issue to BGGL (and BGGL agreed to

subscribe for) Bonds having an aggregate principal amount of NZD$6,000,000.


There are currently $2.5 million of Bonds that remain outstanding.


The independent directors of BGI have agreed with BGGL that:

1. BGGL will, subject to obtaining shareholder approval, capitalise $500,000

of the Bonds issued under the Agreements into 71,428,571 new ordinary shares

in BGI, at an issue price of $0.007 per share (the Capitalisation); and


2. BGI will redeem$1,000,000 of the Bonds for cash and shall pay that sum to

BGGL prior to the end of June 2021.


Following the completion of both of the above transactions there will be

$1,000,000 of Bonds that remain outstanding (to be repaid by BGI in

accordance with their terms).


The proceeds of the Capitalisation will be applied towards funding the

working capital requirements of BGI.


BGGL is the majority shareholder in BGI, and is therefore a "Related Party"

of BGI pursuant to the NZX Listing Rules. As such, BGI needs to obtain the

approval of its non-interested shareholders to the Capitalisation. In

addition, an Appraisal Report is required under the NZX Listing Rules to

accompany the notice of meeting of shareholders. The Capitalisation will be

a "Material Transaction" pursuant to the NZX Listing Rules. Further, BGGL is

an Associated Person of one of BGI's directors, Michael Chai, therefore,

shareholder approval to the Capitalisation is also required under NZX Listing

Rule 4.2.1.


BGI proposes to seek shareholder approval to the proposed Capitalisation at

the Annual Meeting of BGI, which is anticipated to take place in early August





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Read all about it. How to keep a company alive on life support, then take control and command the cash flows right before you do a deal.

Interesting take in bond report is the target company must have proprietary intellectual property and the ultimate owner is a Chinaman. In other words, its business as usual where the Chinese or the Americans take all the upside of someone else's hard work. You can bet your life that the end game for the target company is failure and bankruptcy so the main shareholder can buy it for nothing.

IMHO this does not look like a good.




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