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¨  Preliminary Information Statement

¨  Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

x  Definitive Information Statement

BRENHAM OIL & GAS CORP.

(Name of Registrant as Specified In Its Charter)

Angola presently shows signs of relative political stability. In August, President Jose Eduardo dos Santos won re-election as the People’s Movement for the Liberation of Angola (“MPLA”) party’s leader. He had indicated earlier this year his intention to stand for another term in 2017’s elections and to step down a year later. This would give him and the MPLA the opportunity to manage the succession.

The MPLA has been the ruling party in Angola since Angola obtained independence in 1975 and the current administration has been in power since 1979. The MPLA was elected by a large margin in Angola’s 2008 general elections, the first such elections after the end of Civil War. In 2012, the MPLA was re-elected by a large margin, in an electoral process that was considered fair by international organizations.

However, given that Angola has not had a change in the majority government since 1979, there can be no assurance that the handing over of power to a new president and/or a new political party will be smooth. Whatever the outcome of the election, the next administration may pursue policies and have priorities which differ from those of the current administration and may alter or reverse certain reforms or take actions that make domestic and foreign investment in Angola less attractive. If the political climate in Angola were to change significantly, it could lead to political and social instability, which may materially and adversely affect the Angolan economy.

The MPLA has a majority that allows it to pass legislation with limited opposition

The MPLA has more than a two-thirds majority in the National Assembly. As a result of the current constitutional system which allows the majority of laws to be passed by a simple majority, and constitutional changes to be affected by a two-thirds majority, the President may rely on the MPLA to ensure that a high proportion of any new laws proposed to Parliament will be passed. If the MPLA were to abuse these powers, despite a history of low levels of popular unrest in Angola, the opposition parties and the disaffected population may rally against the President and the MPLA. In addition, public disaffection with the MPLA concerning its parliamentary majority could result in a degree of political instability, which could have an adverse effect on Angola’s economy.

Angola is located in a region that has been subject to ongoing political and security concerns

Angola is located in a region which has, at times, experienced political instability. Wars, political instability, social unrest, epidemics and/or increased fragility in other countries bordering or close to Angola are common. In particular, the ongoing civil war in the Democratic Republic of Congo poses a threat to stability in the region. Such regional threats and fragility among Angola’s neighboring countries may have a material adverse effect on Angola’s economy.

Devaluation in the value of the Kwanza could have a material adverse effect on Angola’s economy

The Angolan central bank (BNA) devalued the Kwanza three times since June 2015. The devaluations were aimed at stimulating foreign currency inflows (through both Foreign Direct Investment (FDI) and exports) that have decreased as a result of continuing low oil prices. The Kwanza lost 24% versus the US$ in 2015 and is down around 18% this year to date. To date, the BNA’s devaluations have not resulted in a decrease in the parallel rate (a market-determined exchange rate that coexists with the pegged exchange rate), which remains at approximately AOA 180-200 per US dollar. The possibility exists for the Kwanza to continue to depreciate modestly against the US dollar as a result of a decline in Angola’s current-account surplus and the rate increase by the U.S. Federal Reserve, which is may strengthen the US dollar.

The recent devaluation of the Kwanza, and any further devaluations in the future, could have a material adverse effect on Angola’s rate of inflation as a result of higher import prices and rising demand for exports.

High inflation could have a material adverse effect on Angola’s economy

Consumer inflation has declined from 15.3% in 2010 to 7.5% in 2014. As at 30 September 2015, inflation over the previous 12 months was 11.7%. In the past, Angola has experienced very high levels of inflation due to economic instability caused by the Civil War. For example, in 2000 Angola’s inflation rate reached 268%.

Although Angola has recently experienced growth in the agricultural sector, with improved harvests, it continues to rely heavily on food imports as well as imports of components necessary for use in the construction and manufacturing sectors. A major factor affecting Angola’s inflation relates to the exchange rate flexibility affecting those imported goods on which Angola relies heavily.

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Although Angola’s monetary policies are aimed at containing inflation, there can be no assurance that the inflation rate will not rise in the future. Significant inflation could have a material adverse effect on Angola’s economy.

There can be no certainty that real estate values will continue to rise, and they may, in fact, fall

The Angolan real estate market is neither mature nor transparent; the number of participants is limited and property valuations are predicated on the continued growth and development of the Angolan economy. Angola’s economy has grown significantly since 2002, and real estate valuations have increased commensurately. There can be no certainty, however, that valuations will continue to rise. Depending on various factors outside of the Company’s control, particularly the continued development of Angola’s economy, real estate valuations in Angola may plateau or even decline in the future.

Deficiencies in Angola’s comparably underdeveloped and unreliable infrastructure may pose risks to the Company

Despite major efforts to improve infrastructure, Angola’s road, railway and energy infrastructure is still deficient. To the extent that current and future economic factors require a functioning infrastructure, these deficiencies may cause a slowdown and/or instability of Angola’s development and economic growth, resulting in a decrease in the number of potential tenants who, directly or indirectly, participate in the Angolan or regional market. Deficiencies in Angola’s infrastructure may in particular interfere with the business operations of international companies, which directly or indirectly constitute a significant part of the Company’s current and potential tenant base. Therefore, infrastructure-related shortcomings could have a material adverse effect on the assets, cash flows and/or results of operations of the Company.

Furthermore, given high temperatures and humidity and infrastructure deficits, and in order to maintain appropriate health and safety standards of its properties, the Company operates certain technical equipment (such as power generators, diesel tanks, water purification tanks, septic tanks and air-conditioning systems). The supply chain necessary to purchase and maintain this equipment itself depends to a significant degree on the functioning of Angolan infrastructure as well as on the importation of equipment and parts. Any infrastructure deficiencies, therefore, may increase operating expenses. Any such increase, e.g., due to shortages in the supply of energy or important equipment, goods and services, could have a material adverse effect on the financial condition, results of operations and/or prospects of the Company.

The activities of the Company are highly dependent on Angola and the Angolan market

The business of operating residential compounds and commercial and light-industrial/logistics real estate is dependent to a significant degree on Angola’s political and legal stability, and the Company’s strategy is formed on the assumption that the Angolan economy will develop positively. If Angola’s current political and/or legal stability deteriorates in the future (for example due to a problematic presidential transition; an economic downturn; a continuously low oil price and/or a decrease in oil production), such events could have a material impact on the Company’s investments and its business plan in Angola and elsewhere.

The Company may face increasing competition

The Company’s strategy focuses on residential compounds and commercial and light-industrial/logistics real estate in perceived growth regions. The Company’s acquisition criteria include that a potential property be located in a target geographical location and be reasonably priced. The number of available properties that match the criteria at any time may be limited. Members of the Company’s management believe that the Sub-Saharan real estate markets, and the Angolan market in particular, currently offer attractive investment opportunities, and management expects investment activity to increase in the future. Some of the Company’s competitors, both domestic and from abroad (e.g., Chinese investors and state agencies), may have an acquisition strategy similar to that of the Company; may possess greater financial resources and/or lower costs of capital than the Company; and may be able or willing to offer higher prices. As a result, the Company’s strategy of growth through acquisitions could become more expensive or entirely implausible at certain times or generally in the future, in which case the Company may be forced to reconsider its strategy.

The Company may also face increasing competition when marketing its owned properties to potential tenants. Other real estate projects also targeting international companies and their employees have recently been developed in the vicinity of the Company’s properties and are offering a high quality product. Similar projects on other plots are currently being developed by competitors. If the supply of good quality real estate options available to international companies continues to increase, rental rates and the value of the Company’s properties and of related services may fall. The Company may not be able to continue to secure new tenants on such attractive rental terms.

These factors could have a material adverse effect on the financial condition, results of operations and/or prospects of the Company.

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Weaknesses relating to the legal system and legislation may create an uncertain environment for investment and business activity

Angola’s legal system remains subject to greater risks and uncertainties than more mature legal systems. In particular, risks associated with the Angolan legal system include:

 inconsistencies between various laws, presidential decrees, governmental, ministerial and local orders, decisions, resolutions and other acts;

 provisions in the laws and regulations that are ambiguously worded or lack specificity and thereby raise difficulties when implemented or interpreted;

 inefficiencies, from a timing and costs perspective, and delays in judicial process;

 the fact that it is not unusual in Angola for laws (including tax laws) to be enacted with retroactive effect or to be published some time after their enactment;

 the rarity of authority or guidance for interpreting provisions of Angolan legislation;

 foreign exchange limitations due essentially to difficult access to foreign currency in Angola, which hinders and delays payments outside Angola;

 difficulty in predicting the outcome of judicial application of Angolan legislation due to, among other factors, a general inconsistency in the judicial interpretation of such legislation in the same or similar cases; and

 the fact that not all Angolan resolutions, orders, decrees, decisions and similar governmental, regulatory and judicial acts are readily available to the public or available in a comprehensibly organized form.

The judiciary’s lack of independence and overall inexperience, the difficulty in enforcing court decisions and governmental discretion in enforcing claims could prevent the Company from obtaining effective redress in any court proceeding in Angola.

Enforcement of laws in Angola will depend on and be subject to the interpretation by relevant authorities which may adopt an interpretation of an aspect of local law which differs from that of the Company. Any contracts or other legal agreements that contain governing law and/or jurisdiction clauses implementing non-Angolan law or jurisdiction may not be enforceable under local law. In certain cases, the commitment of government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain and may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. Any adverse interpretation or action with respect to the Company’s legal arrangements could have a material adverse effect on the Company, its financial condition, results of operations and/or prospects.

The government of Angola exercises significant influence over domestic natural resource industries as well as many other aspects of the economy. Any action by the government of Angola concerning the economy could have a material adverse effect on the Company.

Furthermore, in a changing political and/or legal environment, the Company, as well as foreign commodity extracting companies (i.e. companies/businesses that the Company’s tenants are typically connected to, directly or indirectly), may, in extreme cases, face the risk of being expropriated by the Angolan authorities (e.g., by nationalization) and may therefore lose ownership of some or all of their respective assets and/or real estate or other contractual rights without being compensated adequately. If any such deterioration or expropriation were to occur, it could have a material adverse effect on the financial condition, results of operations and/or prospects of the Company.

Enforcement of judgments may be difficult in Angola

The enforcement of foreign awards depends on their revision and confirmation by a local court, under the Angolan Civil Procedure Code. The requirements for a foreign award to be confirmed are, therefore, that: (i) no doubts exist as to the authenticity of the document that contains the judgment or as to the intelligibility of the decision; (ii) it has the force of res judicata according to the law of the country where it was rendered; (iii) it was rendered by a foreign court, the jurisdiction of which was not invoked by fraud and does not concern a subject matter for which the Angolan courts have exclusive jurisdiction; (iv) the same case is not pending before or has not been tried by an Angolan court, except if it was first brought before a foreign court; (v) the respondent was duly summoned, according to the law of the country of origin and that in the proceedings the adversary system and the principle of equity have been observed; (vi) it contains no decisions the recognition of which leads to a result manifestly

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incompatible with the principles of Angolan international public policy; and (vii) if it has ruled against an Angolan citizen or company, it does not offend Angolan private laws, when, according to Angolan conflict of laws rules, the dispute should have been resolved according to Angolan law.

Following the request for recognition of a foreign award, the party against which the enforcement of the award is requested has ten days to contest the confirmation of the award. The party requesting confirmation may answer within the eight days of the end of the period for the submission of the objection. Once the creditor holds a valid foreign award already recognized by the Angolan courts, the award can be enforced through enforcement proceedings. Once the enforcement is requested, the judge briefly analyses the enforcement application and the debtor is notified. The enforcement application may be refused, if the judge finds that the dispute could not be committed to arbitration. The debtor against whom enforcement is sought may lodge an opposition arguing any of the general legal grounds for opposition to enforcement, as long as there is no previous decision rejecting an application for the annulment of the award on the same grounds. According to the Angolan law, there are several grounds to present an opposition to enforcement, in particular: (i) the uncertainty, unenforceability or illiquidity of the obligation; (ii) res judicata prior to the enforcement title; and (iii) the holding of a credit against the enforcement creditor in order to obtain a set-off. It is important, however, to take into account that the opposition only suspends the enforcement when the debtor pays a security. If the enforcement is not suspended, it will continue with the seizure, where an enforcement agent will proceed to determine and seize debtor’s credits and assets. Predicting the timeline for a decision by Angolan courts regarding enforcement of an award against a foreign state or a state-owned entity in not possible at this stage due to the fact that there are no published court decisions to this effect. Taking into account the abovementioned, it should be concluded that the enforcement of judgments in Angola may be very difficult.

The Angolan Civil Procedure Code determines the same rules for recognition of a foreign judicial decision and a foreign arbitral award. However, on August 12, 2016 the Resolution no. 38/16 was published in the Official Gazette, by which the National Assembly approved the accession to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, executed on 10 June 1958, in New York, best known as the “New York Convention” (“NYC”). With 157 Contracting States, the NYC has contributed very significantly to the simplification and harmonization of recognition procedures and enforcement of foreign arbitral awards in these signatory countries. Membership to the NYC will provide more predictability to the process of recognition and enforcement of foreign judgments in Angola, since the NYC provides that each Contracting State shall recognize arbitral awards as binding and enforce them in accordance with the arbitration rules of the seat of arbitration, not owing to substantially more onerous conditions than those established for the recognition and enforcement of imposed domestic arbitral awards. Among the main differences that are anticipated in relation to the current regime, we underline the future inapplicability of Article 1096 of the Angolan Civil Procedure Code regarding the requirements for foreign award confirmation which will be replaced by Articles IV and V of the NYC when encountered with an arbitral award handed down in another Contracting State to the NYC.

However, it should be noted that the process of joining the NYC is not yet completed. In order for the NYC to enter into force in Angola, ratification is required by the President of the Republic and the guarantee of such instrument of ratification with the Secretary-General of the United States, as provided in the Constitution of the Republic of Angola and in the NYC.

Repatriation of money from the Company’s Angolan Subsidiaries to the Company may require government approvals

The Company’s ability to repatriate dividends follows from its private investment contract with the relevant authorities (Ministries or UTIP), under which it has been authorized to make its investments in Angola and import capital. Individual dividend payments, like any other significant foreign currency movements will require authorization by the National Bank on a case by case basis. The Company is required to fulfil certain requirements before being able to repatriate dividends. Furthermore, obtaining the required license is subject to approval/confirmation by Angolan governmental authorities and such a license may be withdrawn, refused, or delayed upon default. Any failure by the Company to comply with applicable legal requirements could thus have a material adverse effect on the Company’s financial condition, results of operations and/or prospects. Due to the current foreign exchange situation in Angola, access to foreign currency is limited and payments outside Angola can be subject to delays.

The Company depends on the availability of sufficient funds being distributed by its operating subsidiaries in Angola

As the Company currently conducts its entire business operations through its subsidiaries, it may make payments only to the extent that it receives sufficient distributions from its Angolan operating subsidiaries.

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There may be a lack of sufficient distributable funds available at the level of the Company at any particular time for various reasons; including a lack of available liquid funds at the Angolan operating companies that are available to be distributed, legal limitations in respect of the amounts that could be distributed by the Angolan operating companies, exchange controls that prevent the Angolan operating companies from transferring funds to the Company (as to which, see “ – Exchange rate risks and exchange controls ” below), withholding taxes on profit distributions and other reasons that may cause the Angolan operating companies to refrain or otherwise be restricted from distributing funds to the Company.

If the relevant subsidiaries are unable to distribute dividends, or otherwise transfer amounts outside of Angola, for any reason, this could materially affect the ability of the Company to pay amounts owing.

Possible impact of exchange controls; availability of US$

In 2016 the government of Angola continued foreign exchange rate limitations relating to the availability of US$ for purchase by local companies. The limitation is in the form of local companies obtaining government approval in order to repatriate US$ out of the country. The lifting these limitations are not immediately predictable, thus potentially impacting the timing of repatriation of funds. Although the Company has taken measures to enable its Angolan operating subsidiaries to transfer funds to the Company, there can be no assurance that they will continue to be able to do so. Angolan currency controls and practice are subject to change, with the National Bank of Angola exercising considerable autonomy in interpretation and practice. Varying interpretations may complicate the process of determining whether a license is needed or make certain payments from the Company’s Angolan operating subsidiaries out of the country, as well as the process of obtaining such license. If the relevant subsidiaries are unable to distribute dividends, or otherwise transfer amounts outside of Angola, for any reason, this could materially affect the ability of the Company to pay amounts owing.

Tax-related risks relating to repatriation of funds and profits

Dividends paid by an Angolan resident company to a non-resident company (including non-resident parent companies) are subject to an Angolan Investment Income Tax, currently at a rate of 10 per cent. Amounts payable in respect of this tax are to be withheld at source. Additionally, certain countries may have tax regimes that may impose withholding or similar taxes on the profits or other returns derived from the projects in which the Company invests. This tax may be non-recoverable, namely considering that Angola has not entered into any double tax treaty with any other country. Nevertheless, the Angolan State Budget for 2016 granted a legislative authorization to the Angolan President to adapt and harmonize the Angolan legislation, in order to establish mechanisms for the exchange of information under policies and cooperation agreements on the exchange of tax information.

It is anticipated that the rates of withholding tax will vary across jurisdictions and will change from time to time, which could have a material and adverse effect on the Company’s financial condition, results of operations and/or prospects.

The tax regimes applying in Angola, Bermuda and the British Virgin Islands may change, thereby affecting the Company’s and/or its subsidiaries’ tax treatments.

Risks Related to Registrant's Common Stock

The availability of a large number of authorized but unissued shares of Common Stock may lead to dilution of existing stockholders

Brenham is authorized to issue 200,000,000 shares of Common Stock at $0.001 par value per share. Brenham will have approximately 199,359,790 shares of Common Stock available for issuance after implementation of the Reverse Split and the filing of our Certificate of Amendment. Additional shares may be issued by our Board of Directors without further stockholder approval. The issuance of large numbers of shares, possibly at below market prices, is likely to result in substantial dilution to the interests of other stockholders. In addition, issuances of large numbers of shares may adversely affect the market price of our Common Stock.

Upon the Closing of the Merger, Brenham shall issue to the stockholders of AlC a total of 7,362,421 shares of Common Stock Series A and 100,000 shares of Common Stock Series C having 5,000 votes per share. As a result, the AIC stockholders will own 7,462,421 shares having the collective voting rights equal to 507,462,421 shares of Common Stock, on all matters submitted to the vote of holders of Brenham’s common stock. After the Closing, the existing stockholders of Brenham will have the right to vote 641,411 shares of Common Stock Series A representing 7.92% of Brenham's voting shares.

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Our Certificate of Incorporation, as amended, will authorize the board of directors to issue 29,000,000 shares of preferred stock at $0.001 par value per share of which 29,000,000 will remain authorized and not issued after the closing of Merger Agreement.

In addition, the Board of Directors is authorized to provide for the issuance of these unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. Accordingly, the Board of Directors may issue preferred stock which may convert into large numbers of shares of Common Stock and consequently lead to further dilution of other shareholders.

In the event that Isha 2.5 is settled in exchange for the issuance of shares future common stock dilution may occur.

Cash dividends have never been paid

We have never declared or paid cash dividends on our common shares. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Payments of any cash dividends in the future will depend on our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by our Board of Directors.

Our Common Stock is subject to the "Penny Stock" rules of the SEC and the trading market in our stock is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

 that a broker or dealer approve a person's account for transactions in penny stocks; and

 the broker or dealer receives a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

 obtain financial information and investment experience objectives of the person; and

 make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

 sets forth the basis on which the broker or dealer made the suitability determination; and

 that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Financial Industry Regulatory Authority, Inc. ("FINRA") sales practice requirements may limit a shareholder's ability to trade our Common Stock

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our Shares.

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Our stock is thinly traded, sale of your holding may take a considerable amount of time

The shares of our Common Stock are thinly-traded on the OTCPK Market, meaning that the number of persons interested in purchasing our Common Stock at or near bid prices may be relatively small or non-existent. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. There can be no assurance that a broader or more active public trading market for our Common Stock will develop or be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.

Shares eligible for future sale may adversely affect the market

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six-months subject only to the current public information requirement. Affiliates may sell after six-months subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements. Any substantial sales of our Common Stock pursuant to Rule 144 may have a material adverse effect on the market price of our Common Stock.

If we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected

As measured against the COSO 2013 framework, our internal control over financial reporting has material weaknesses and conditions that require correction or remediation, the disclosure of which may have an adverse impact on the price of our Common Stock. The Group will in due course be required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 as a US listed company. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, financial condition or results of operations. In addition, management's assessment of internal controls over financial reporting has identified  material weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors.

Under the standards established by the PCAOB, a material weakness is a deficiency, or a combination of deficiencies, that creates a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified by us relate to our existing processes to assess risk and to design and implement effective control activities over financial reporting. In particular, we do not have formalized risk assessment, oversight and compliance processes or formalized control descriptions for all of our key controls. Where control descriptions do exist, they do not necessarily include all relevant information to enable the operating effectiveness of such controls. Where control activities are dependent on certain information,  we currently do not perform or have documented controls to assess the completeness and accuracy of such information. As measured against the COSO 2013 framework, we do not currently monitor all control activities and identified control deficiencies; thus, we are unable to evaluate whether other deficiencies, individually or in combination, result in a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Actual or perceived material weaknesses that need to be addressed in our internal control over financial reporting or disclosure of management's assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

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Our share price could be volatile and our trading volume may fluctuate substantially

The price of our Common Shares has been and may in the future continue to be extremely volatile, with the sale price fluctuating from a low of $0.02 to a high of $1.20 since 2013. Many factors could have a significant impact on the future price of our Common Shares, including:

- our inability to raise additional capital to fund our operations;

- our failure to successfully implement our business objectives and strategic growth plans;

- compliance with ongoing regulatory requirements;

- market acceptance of our product;

- changes in government regulations;

- actual or anticipated fluctuations in our quarterly financial and operating results; and the degree of trading liquidity in our Common Shares.

Nevada law contains provisions that could discourage, delay or prevent a change in control of our Company, prevent attempts to replace or remove current management and reduce the market price of our stock

Provisions in our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider favorable. For example, our certificate of incorporation authorizes our Board of Directors to issue up to ten million shares of "blank check" preferred stock. As a result, without further stockholder approval, the Board of Directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult for a third party to acquire us.

We are also subject to the anti-takeover provisions of the NRS. Under these provisions, if anyone becomes an "interested stockholder," we may not enter into a "business combination" with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change in control of us.

Our quarterly operating results fluctuate and may not predict our future performance accurately. Variability in our future performance could cause our stock price to fluctuate and decline

We expect our quarterly results will fluctuate in the future as a result of a variety of factors, many of which are beyond our control. These factors include:

- changes in our costs, and our transaction losses;

- changes in our pricing policies or those of our competitors;

- relative rates of acquisition of new customers;

- changes in foreign exchange rates;

- seasonal patterns, including increases during the holiday season;

- delays in the introduction of new or enhanced services, software and related products by us or our competitors or market acceptance of these products and services; and

- other changes in operating expenses, personnel and general economic conditions.

As a result, period-to-period comparisons of our operating results may not be meaningful, and you should not rely on them as an indication of our future performance.

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DESCRIPTION OF BUSINESS

Our Corporate Structure

The following diagram illustrates the corporate structure after Closing of the Merger with AIC:

The shareholdings reflect AIC’s direct or indirect economic interest in the respective entity. As at the date hereof, no amount was outstanding in respect of the issued shares for each of the below listed subsidiaries and none of these subsidiaries holds its own shares.

Our Principal Business

Our principal business activities involve real estate and related activities in Sub-Saharan Africa. We have acquired income producing rental properties in Angola and initiated business development activities in Namibia.

We have principal real estate interests as at the date of this Information Statement consisting of three properties (comprising a total of 64 apartments and commercial space) and a further property interest nearing construction completion (comprising 40 additional apartments). The following properties are located in Luanda, the capital and largest city in Angola:

• Isha 1 and 2 (Ilha do Cabo, Luanda): ownership and control of a three-story residential apartment building with 24 apartments and of a four-story residential apartment building with 24 apartments; and

• Pina (Ilha do Cabo, Luanda): ownership and control of the lease of a modern complex with 16 residential apartments and approximately 134 square meters of commercial space.

• Isha 2.5 (Ilha do Cabo, Luanda): a new building under construction located between Isha 1 and 2. Ownership will be transferred to the group once construction has been completed, which is expected during December 2016 and the building has been fully let; the development will add a further 40 apartments upon completion.

The final acquisition price of Isha 2.5 will be calculated once the building has been let and an independent valuation has been performed.

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As at June 30, 2016, the aggregate value of our real estate assets was US$27.3 million, as shown in the Interim Condensed Consolidated Financial Statements for the period ended June 30, 2016, included elsewhere in this Information Statement.

We intend to grow its real estate portfolio through targeted acquisitions of additional properties in Sub-Saharan Africa, notably in regions it has identified as offering growth opportunity combined with positive investment climates. We have started our Namibia business. We have formed a local company, Namibia International Capital Ltd., identified initial local management and, most notably, local joint venture and cooperation partners. We are in advanced stages with respect to negotiations with an established local mortgage provider and other providers of funding of real estate for a long-term cooperation in the administration of a future Namibia real estate portfolio. To date, an initial prospect acquisition project of several houses has been identified. These activities are intended to be financed on an ongoing basis through equity or debt issuance based on our cost of capital requirements.

Competition in the real estate market in Angola

Angola has one of the world’s most expensive real estate markets and Luanda ranked second as a city according to Mercer’s 2016 Cost of Living survey for expatriates. Angola’s property market is still in its infancy with most properties being bought new or off plan and little turnover of real estate. The real estate sector has historically been overly focused on high-end housing developments because of the ready market created by oil companies amid record prices and oil exports in 2007 and 2008. This has changed with the recent economic downturn, and developers are realizing the potential for more affordable housing, targeting the middle to lower middle income earners in the country’s urban centers.

The Angolan real estate market has witnessed rapid growth both in the residential and commercial/industrial market segments driven mainly by the country’s economic development. Luanda continues to be the focus of Angola’s main growth, although other provinces such as Lobito/Benguela, Soyo and Cabinda are all seeing an increase in real estate development.

Despite concerted efforts by the Angolan government to encourage and engage in direct infrastructure investments in the country, the Angolan property market can be characterized as having:

(i) a basic need for infrastructure;

(ii) a scarcity of properties readily available for purchase with a registered colonial deed (full possession);

(iii) a lack of town planning and city master plans;

(iv) a lack of licensed city center development plots; and

(v) a complex planning and licensing environment that is overly bureaucratic.

Historically, the real estate markets in Luanda and the other provinces were dominated by substandard construction. Recently, however, there has been a supply of new prime construction capabilities for medium and medium-high market sectors, both in Luanda, and nationwide according to a study released by Zenki Real Estate, Angola Property Market Overview, Outlook .

The residential real estate sector in Angola continues to be characterized by demand from expatriates working in the corporate sector as well as the rise in the upper and upper-middle class of Angolans. Whilst there has been an exponential growth in this sector in recent years, the market is still under-developed. The growth in the corporate sector has resulted in an increase in employment of expatriate professionals due to an insufficient supply of Angolan graduates. Expatriate professionals are demanding higher quality residential lodgings paid for by their companies – who are not as price sensitive as local Angolans. This has created an environment where the demand for both residential and commercial real estate is set to continue for the foreseeable future ( Source: Abacus Jones Lang La Salle, Real Estate Market Report 2014 - Angola ).

Property prices in Luanda remain high but below their peak of 2008, when a fall in oil prices caused an economic crisis in Angola. The demand for high-end, quality housing in secure developments, with the reliable provision of utilities, means rental and sale prices are among the most expensive in Africa and in the world. Development Workshop Angola, with the support of the World Bank, carried out the first comprehensive study of Luanda’s urban land markets in 2011. It demonstrated that there was a thriving land market but that it operated mainly in the informal sector, with less than 10 per cent of land parcels outside the urban core having legal titles. What should develop in the future is a more active housing market, catering for middle income earners, as developers and the government shift their interest to this segment.

Luanda’s real estate market is characterized by a shortage of supply for the Angolan middle classes in the center of the city, and a lack of available funds for property investment to support both national and international business demand. The lack of a mortgage market, coupled with increased demand has created strong market dynamics for residential lettings.

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Typically, residential lettings in Luanda require up-front payment of significant portions of rent with an average contract duration of one year. It is common for the tenant to be responsible for any payments relating to improvement and renovation works, with these amounts being deducted from future rental payments. This practice, as well as a desire to mitigate local currency inflation risk versus the US Dollar, has led to property owners seeking short-term lets in order to place the properties back on the market at a higher rate.

The areas with the highest demand, known as the “ zonas nobres ” or upscale areas include Miramar, Bairro Azul, Alvalade, Cruzeiro, Vila Alice, Cidade Alta and Baixa da Luanda. Ilha do Cabo (“Ilha”), an isthmus connected to the central business district, is believed by the Company’s management team to represent a high growth opportunity due to its proximity to the central business district. In addition, a major development project (Baia de Luanda) has begun in Ilha, where extensive land reclamation is underway in order to develop residential, office, retail and hotel projects. The Company’s initial acquisitions, namely Isha 1, Isha 2 and Pina, are located on Ilha.

Areas such as Talatona/Luanda South have a demonstrated demand for residential properties centered on condominiums for the upper and upper-middle classes and apartment complexes more favored by expatriates. In Camama, Viana and Benfica, areas on the outskirts of Luanda, the real estate primarily houses the Angolan middle class - with prices typically lower than in Talatona.

For the next three or four years, fewer apartments are expected to come on to the market, presenting potential opportunities for the Company to invest in a sector where demand is forecasted to outstrip known supply for the foreseeable future.

Our Competitive Strengths

The Company’s management team believes that the Company benefits from the following competitive strengths:

(i) Barriers to entry

By virtue of its foreign investment license in Angola, combined with the difficulties associated with entering new markets, particularly emerging markets such as Angola, the Company actually benefits from the protection of barriers to entry. The Angolan investment license (a license granted to foreign investors) granted to the Company enables the Company to own Angolan companies and assets outright without the need for a local partner. An investment, from application to approval and issuance, can take in excess of two years to obtain. The Company is not aware of any other comparable foreign property-operating company in Angola that currently benefits from the privileges of holding such a license.

(ii) First mover advantage

The Company will upon closing of the merger be one of the first international company investing directly in the Angola property market whose securities are traded in an internationally recognized market. Through its strategy of targeted acquisitions, the Company has gained a significant and sustained market-share advantage over late entrants in identifying the most attractive property acquisitions and has established key networks necessary to continue and strengthen its operations across Angola.

(iii) Experienced management team

We have a management team comprising both Angolan managers and expatriates with real estate experience in Angola. Our management team and board’s combined experience brings together backgrounds in consultancy, real estate investment, property management and the financial services industry. By applying corporate discipline to an emerging market environment and seizing on investment opportunities, we believe that the Company is well placed to demonstrate operating performance.

(iv) Existing portfolio of well-located, owned property assets with established operating cash flows

The Company currently operates a portfolio of properties (comprising Isha 1, Isha 2 and Pina) that are almost fully let, with term lease contracts in place (one to twelve months). The Company’s clients currently include internationally renowned, multinational companies operating in Angola. The portfolio produces cash flow as a result of rental income derived from clients who may pay up to three months’ rent in advance. Management believes that rental yields from the portfolio will not be significantly affected by continued low oil prices.

Notwithstanding the Company's perceived competitive advantages, there can be no assurance that any prior success will be continued or that larger real estate companies may not enter the market with longer operating history, greater capital and other resources or other competitive strengths.

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Factors that could cause actual results to differ materially from the Issuer’s expectations include, among other things, the following:

- overall political, economic and business conditions in Angola;
- the demand for the Company’s rental properties;
- competitive factors in the Angolan property market;
- changes in government regulations;
- exchange rate fluctuations;
- economic and political conditions in international markets;
- hostilities and restrictions on the ability to transfer capital across borders;
- ability to continue to obtain financing on attractive terms;
- success at managing the risks associated with the aforementioned factors; and
- changes in tax requirements, including tax rate changes, new tax laws and revised tax law interpretations.

Our Business Strategy

Our business objective is to become a leading full-service owner and operator of residential, commercial, and industrial real estate in Sub-Saharan Africa. We plan to achieve this objective through market penetration, diversification and product expansion. We will focus on three principal activities.

(i) Acquire and operate real estate assets to become an industry leader in the regional property market;

We intend to continue to acquire high-yield real estate assets, expanding its acquisition portfolio into key markets in the region. We will continue to target high quality tenants, consistent with our current real estate holdings.

(ii) Offer mortgages and acquire mortgage portfolios to become a catalyst for expansion of the mortgage market in the region;

We intend to use wholesale and retail mortgages, subject to local regulations. Locally, we intend to partner with developers, protecting us from construction risk, to facilitate growth in the mortgage market. Additionally, we have plans to acquire existing mortgage portfolios;