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.
