SYNTHESIS ENERGY SYSTEMS ANNOUNCES COMPLETION OF BATCHFIRE PRE-EMPTIVE RIGHTS PROCESS
04 Décembre 2019 - 11:00PM
Synthesis Energy Systems, Inc. (SES) (Nasdaq: SES) today announced
the finalization of the pre-emptive rights process that was
required to be undertaken, pursuant to the constitution of
Batchfire Resources Pty Ltd (Batchfire), in respect of the
Batchfire shareholders who had entered into a Share Exchange
Agreement with SES, accepting SES’s offer to acquire their shares
in Batchfire, which is the owner of the Callide Mine in Queensland,
Australia. The other shareholders in Batchfire elected not to
exercise their pre-emptive rights over these shares.
SES made the offer to acquire the issued capital
of Batchfire via the proposed issuance and exchange of one share of
SES common stock for each ten ordinary shares of Batchfire, in
connection with SES’s entry into the definitive Merger Agreement
with Brisbane-based Australian Future Energy Pty Ltd (AFE),
announced on October 10, 2019.
The Batchfire share exchange will increase SES’s
Batchfire ownership to 37.2% from its current 7.4% holding, subject
to conditions specified in the Share Exchange Agreements being
satisfied and the completion of the proposed merger transactions
with AFE.
The final transfer of the Batchfire shares to
SES is subject to the receipt of final stakeholder consents as
outlined in the filings that were completed on October 10, 2019.
For additional information relating to Batchfire, and the Callide
Mine and its key customers, see SES’s news release, Synthesis
Energy Systems to Acquire Australian Future Energy (October 10,
2019).
Robert Rigdon, SES’s CEO, commented: “This is a
good result for SES, exceeding our minimum acceptance level of 25%
when the offer was made. We believe the acquisition of additional
ownership in Batchfire and this important merger transaction with
AFE have the potential to bring growth and value to SES’s
shareholders and debenture holders. SES is progressing the
additional required filings and processes necessary for the closing
of the merger.”
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Exchange Act. All statements other than statements of historical
fact are forward-looking statements and are subject to certain
risks, trends and uncertainties that could cause actual results to
differ materially from those projected. Among those risks, trends
and uncertainties are the possibility that the companies may be
unable to obtain stockholder approval or satisfy the other
conditions to closing, the ability of Batchfire Resources Pty Ltd,
and Australian Future Energy Pty Ltd management to successfully
grow and develop their Australian assets and operations, including
Callide, Pentland, and the Gladstone Energy and Ammonia Project;
the ability of Batchfire to produce earnings and pay dividends; the
ability of SES EnCoal Energy sp. z o. o. management to successfully
grow and develop projects, assets and operations in Poland; our
ability to raise additional capital; our indebtedness and the
amount of cash required to service our indebtedness; our ability to
develop our power business unit and our other business verticals,
including DRI steel, through our marketing arrangement with Midrex
Technologies; our ability to successfully develop our licensing
business; the ability of our project with Yima to produce earnings
and pay dividends; the economic conditions of countries where we
are operating; events or circumstances which result in an
impairment of our assets; our ability to reduce operating costs;
our ability to make distributions and repatriate earnings from our
Chinese operations; our ability to maintain our listing on The
Nasdaq Stock Market; our ability to successfully commercialize our
technology at a larger scale and higher pressures; commodity
prices, including in particular natural gas, crude oil, methanol
and power; the availability and terms of financing; our customers’
and/or our ability to obtain the necessary approvals and permits
for future projects; our ability to estimate the sufficiency of
existing capital resources; the sufficiency of internal controls
and procedures; and our results of operations in countries outside
of the U.S., where we are continuing to pursue and develop
projects. Although we believe that in making such forward-looking
statements our expectations are based upon reasonable assumptions,
such statements may be influenced by factors that could cause
actual outcomes and results to be materially different from those
projected by us. We cannot assure you that the assumptions upon
which such forward-looking statements are based will prove to be
correct. Please refer to our latest Form 10-K available on our
website at http://www.synthesisenergy.com.
Additional Information about the Transaction
In connection with the proposed transaction, SES
intends to file with the SEC a registration statement on Form S-4
that will include a proxy statement of SES that also constitutes a
prospectus of SES relating to the Common Stock to be issued
pursuant to the Merger. The proxy statement/prospectus will include
important information about both SES and AFE. SES also plans to
file other relevant documents with the SEC regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY
READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
SES, AFE AND THE PROPOSED TRANSACTION. Investors and security
holders may obtain these documents when available free of charge at
the SEC’s website at www.sec.gov. In addition, the documents filed
with the SEC by SES can be obtained free of charge from SES’s
website at www.synthesisenergysystems.com.
Participants in Solicitation
SES and its executive officers and directors may
be deemed to be participants in the solicitation of proxies from
the shareholders of SES in respect of the proposed transaction.
Information regarding SES’s directors and executive officers is
available in its annual report on Form 10-K for the year ended June
30, 2018, which was filed with the SEC on November 14, 2018,
and its proxy statement for its 2018 annual meeting of
shareholders, which was filed with the SEC on April 29, 2019. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
About Batchfire Resources Pty
Ltd
Batchfire Resources Pty Ltd is a privately owned
Australian company, based in Brisbane, Queensland that operates the
Callide Coal Mine. Callide is an open-cut operation located 120 km
southwest of Gladstone and 20 km northeast of the thriving regional
township of Biloela, in Central Queensland. The mine has operated
since 1944 producing low sulphur, sub-bituminous thermal coal
primarily for domestic power generation and alumina refining. Under
the ownership of Batchfire Resources since October 2016, the mine
is continuing to meet the quality and performance benchmarks sought
by its domestic customers while looking to expand export
opportunities. The Callide mining tenure extends across 180 square
kilometres and contains an estimated coal resource of up to 1.7
billion tonnes.
Contact: MDC
GroupInvestor Relations:David CastanedaArsen
Mugurdumov414.351.9758IR@synthesisenergy.com
Media Relations:Susan
Roush805.624.7624PR@synthesisenergy.com
Australian Future EnergyMr. Kerry ParkerChief
Executive Officer+61 417 731 014k.parker@ausfutureenergy.com.au
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