BVI-based blank check company signed merger agreement with Xynomic Pharmaceuticals

Bison Capital Acquisition Corp., currently incorporated in the British Virgin Islands, and Xynomic Pharmaceuticals, Inc., a US-Chinese clinical stage innovative oncology drug development company, have signed merger agreement as a result of which Xynomic will become wholly-owned subsidiary and operating business of BCAC. Prior to the merger, Bison will re-domesticate from the British Virgin Islands to Delaware, and change its name to “Xynomic Pharmaceuticals Holdings, Inc.”

Under the terms of the merger agreement, existing common and preferred shareholders of Xynomic will receive shares of common stock of BCAC. The aggregate merger consideration will consist of a closing consideration of $350 million in BCAC shares, and earnout consideration of an additional $100 million in BCAC shares, subject to Xynomic achieving certain milestones stated in the merger agreement. Merger consideration will be payable entirely in common stock of BCAC at a value of $10.15 per share.

Xynomic was founded in 2016 and is mainly engaged in the research, development and commercialization of innovative targeted cancer therapeutics in the US, Europe and China. The company focuses on orally delivered small molecule drugs. Company’s current investors include Northern Light Venture Capital, Prosperico Ventures and Hakim Unique.

BCAC is a special purpose acquisition company sponsored by Bison Capital Holding Company Limited, an investment holding company that focuses on the healthcare, media and financial services sectors.

International Millennium Mining Corp. entered into RTO Transaction with BVI corporation

International Millennium Mining Corp. entered into a share purchase agreement with Phoenix Capital Enterprises Ltd., the company incorporated under the laws of the British Virgin Islands. This is a business combination and reverse takeover transaction according to which IMMC will acquire all of the issued and outstanding common shares of Singapore-based company Tengri Coal and Energy Pte. Limited, in exchange for newly issued common shares of IMMC.

Tengri Coal and Energy is a private company wholly owned by Phoenix, and is the whole owner of Tengri Petrochemicals LLC which holds 100% of three lignite coal mining licenses in Mongolia and 100% of Tsaidam Energy LLC, which holds a permit for the construction of a thermal power plant in Mongolia. The mining licenses and the power plant together make up the Tsaidam Energy project located in Mongolia. In June 2018, Tengri Coal & Energy entered into the share subscription agreement for a CDN$260 million equity financing facility for the Tsaidam Energy Project with GEM Global Yield Fund LLC SCS and GEM Investments America, LLC.

The reverse takeover transaction is subject to relevant regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange, of the directors of IMMC and the BVI company, and the satisfaction of closing conditions.

Upon completion of the reverse takeover transaction, the current directors of IMMC will resign, and a new board of directors of IMMC will be reconstituted. Phoenix will have the right to nominate four of the five directors. The parties anticipate that the senior management of both IMMC and Tengri Coal & Energy will be combined following completion of the transaction, with John A. Versfelt continuing as President and CEO.