Synthesis Energy Systems Inc. (SYNE)

[surfer44]

Name change after the merger to "Energem".

SUBJECT TO COMPLETION, DATED JANUARY 28, 2020

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Synthesis Energy Systems, Inc., a Delaware corporation (“SES”), SES Merger Sub, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of SES (“Merger Subsidiary”), and Australian Future Energy Pty Ltd., an Australian limited proprietary company (“AFE”) have entered into an Agreement and Plan of Merger dated as of October 10, 2019, as may be amended from time to time (the “Merger Agreement”), which is attached as Annex A to this proxy statement/prospectus and incorporated herein by reference.

Upon the terms and subject to the conditions of the Merger Agreement, and as promptly as practicable, Merger Subsidiary will merge with and into AFE (the “Merger”), the separate corporate existence of Merger Subsidiary shall cease and AFE shall continue as the successor or surviving corporation and as a wholly-owned subsidiary of SES. The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. The obligations of SES and AFE to effect the Merger are subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement. Upon consummation of the Merger, and subject to the terms and conditions of the Merger Agreement, holders of ordinary shares of (“AFE Ordinary Shares”) other than SES, will receive, in exchange for such AFE Ordinary Shares, a total of 3,875,000 shares of common stock of SES, par value $0.01 per share (the “SES Common Stock”). Upon the consummation of the Merger, SES’ name will be changed to “Energem Corporation.”