Australian Future Energy Pty Ltd signed a definitive agreement to acquire Synthesis Energy Systems, Inc. (NasdaqCM:SES) in a reverse merger transaction on October 10, 2019. Under the terms of transaction, Synthesis Energy will issue 3.875 million new shares for the acquisition of Australian Future. Each holder of Australian Future ordinary shares will receive one share of Synthesis Energy common stock for approximately each 24.44 ordinary shares of Australian Future. The mutually agreed purchase value of Australian Future is approximately $36 million, based on $6 per share of Synthesis Energy common stock to be issued. In a related transaction, Synthesis Energy offered to acquire Batchfire Resources. In connection with the execution of the merger agreement, Synthesis Energy issued $2 million of 11% senior secured debentures to certain accredited investors, along with warrants to purchase $4 million of shares of Synthesis Energy common stock. The warrants will be exercisable into shares of Synthesis Energy common stock at any time: at an exercise price of $3 per share, as to half of the warrants of each warrant-holder; $6 per share as to the other half of the warrants of such warrant-holder. The warrants will terminate five years after they become exercisable. Synthesis Energy shall receive the $2 million debentures schedule, beginning seven business days from the agreement date and concluding within two business days of stockholder approval of the merger. The merger debentures are intended to assist Synthesis Energy and Australian Future in financing the business through the closing of the merger. Synthesis Energy own 35% of Australian Future. The Agreement includes provision for a change in the name and a re-branding. Upon the consummation of the merger, Synthesis Energy name will be changed to "Energem Corporation." As part of the transaction, Kerry Parker, current Chief Executive Officer of Australian Future, will be appointed as President and Chief Executive Officer of Synthesis Energy and Ron Higson, current Chief Operating Officer of Australian Future, will be appointed as Chief Operating Officer of Synthesis Energy and David Hiscocks as Corporate Controller. An appointment of a new Chief Financial Officer for Synthesis Energy will be named at, or prior to, closing. Edek Choros, Stephen Lonie, and Richard Barker will be appointed to the Synthesis Energy Board of Directors. Robert W. Rigdon, Synthesis Energy executive who has served as Deputy Chairman and Director of Australian Future since its inception and is the current Vice Chairman, President and Chief Executive Officer of Synthesis Energy, will remain on the board of Synthesis Energy. Once convened, the Board of Directors is expected to appoint one or more additional independent directors. All other current directors of Synthesis Energy will resign their positions at merger closing. The Batchfire share exchange is subject to conditions specified in the Share Exchange Agreements, including the completion of Batchfire’s pre-emptive rights procedure and the consummation of the transactions contemplated by the merger agreement. Synthesis Energy will require stockholder approval to approve the merger. The transaction is subject to customary closing conditions, registration statement effectiveness, listing/approval of new shares on stock exchange, regulatory approvals, consent of holders and third party approvals. The current other major shareholders of Australian Future, representing approximately 90% of the current issued capital of Australian Future, have formally pre-committed their shares in support of the merger transaction. The board of directors of Synthesis Energy unanimously approved the transaction. The transaction is also approved by the board of Australian Future Energy. Synthesis Energy established a special committee consisting of Harry Rubin (Chairman of the special committee), Denis Slavich and Robert F. Anderson for this merger. The merger agreement can be terminated by either of the parties if the merger has not been consummated by April 15, 2020. On February 21, 2020, the agreement was amended to extend the outside date for termination of the merger agreement from April 15, 2020 to May 11, 2020. As of June 1, 2020, Synthesis Energy Systems and AFE have been unable to complete the merger by the outside date for termination of May 11, 2020 noting that the agreement requires a minimum of 25% participation level from certain Batchfire shareholders in the share exchange with Synthesis Energy Systems and the Batchfire rights issue would dilute the participation of certain Batchfire shareholders below the 25% level. Synthesis Energy Systems no longer anticipates the merger or the share exchange with certain of the shareholders of Batchfire to proceed as planned, although neither party has to date formally terminated the merger agreement. The transaction is expected to close in the first quarter 2020. Kevin J. Poli, Robert G. Reedy, Adam K. Nalley and Rikiya N. Thomas of Porter Hedges LLP acted as legal advisors to Synthesis Energy. Emily Leitch of Jones Day acted as legal advisor to Australian Future. King & Wood Mallesons, Australia Branch acted as legal advisor to Synthesis Energy. Synthesis Energy engaged Georgeson, LLC to assist it in soliciting proxies for the SES Common Stock and has agreed to pay Georgeson $8,500, plus reasonable expenses for these services. As compensation for its services, Synthesis Energy will pay to T.R. Winston & Company, the Placement Agent a cash fee of $140,000 and a warrant to purchase 100,000 shares of SES Common Stock. Jon Messersmith of Westwood Capital, LLC acted as financial advisor and fairness opinion provider for the special committee of the Synthesis Energy board of directors. Australian Future Energy Pty Ltd cancelled the acquisition of Synthesis Energy Systems, Inc. (NasdaqCM:SES) in a reverse merger transaction on June 3, 2020.