On January 31, 2022, BINEX Inc. (“BINEX”), 3DOM Inc., Biomass Energy Corporation, Mebius Inc., and Future Science Research Inc. (the “BSG Shareholders”) entered into a legally binding Sale and Purchase Agreement (the “SPA”) with Sinjia Land Limited※1 (“Sinjia”), a Singapore Exchange (“SGX”) Catalist listed company, in relation to the proposed acquisition of the entire issued and paid-up share capital of BINEX Singapore (Pte. Ltd.) (“BSG”) by Sinjia (the “Proposed Acquisition”). The Proposed Acquisition is expected to result in and premised upon a reverse takeover (“RTO”)※2 of Sinjia. The objective is to strengthen BSG’s presence and raise funds through its listing on the Catalist via the Proposed Acquisition and subsequent procedures.
Sinjia is to acquire the entire issued and paid-up share capital of BSG for a consideration equivalent to 80% of the valuation of BSG conducted by an independent qualified valuer, which shall not be lower than S$2 billion. Consideration for the Proposed Acquisition will be paid to the BSG Shareholders via the issuance of Sinjia shares at an issue price of S$0.35 per share.
Following conclusion of the SPA, Sinjia and a third party will conduct due diligence on and prepare a valuation of BSG. The Proposed Acquisition is conditional upon the fulfillment or waiver of these and other conditions set forth in the SPA.
For details, please refer to the announcements released by Sinjia on November 19, 2021 and January 31, 2022.
BINEX Representative Director Hiromichi Aoki comments, “We are very pleased to have concluded this binding Sale and Purchase Agreement with Sinjia. We have licensed technology and know-how related to sorghum cultivation and the manufacture and supply of herbaceous pellets and biomethanol to BSG, and we hope that the funds raised following this agreement will accelerate the realization of our mission to provide integrated solutions to environmental, food, and energy problems.”
※1 Sinjia Land Limited:
Representative: Cheong Weixiong, Executive Director/Group Chief Executive Officer
SGX Stock Code: 5HH
Website: www.sinjl.com
※2 Reverse Takeover (RTO):
A method by which an unlisted company can be listed through acquisition by or merger with a listed company, as set forth in the Listing Manual of the Singapore Exchange Catalist Market (Listing Manual Section B, Chapter 10).