Shareholders in coal producer Kangaroo Resources have agreed to hand over majority control of their company to Indonesia's Bayan Resources in exchange for the Pakar thermal coal project in East Kalimantan in a scrip deal worth $277 million.

The deal will enable Kangaroo to become a sizeable producer of coal in the country through its 99 per cent stake in the 3.8 billion tonne project and give Bayan an effective backdoor listing on the ASX.

Kangaroo will issue 2.305 billion new shares to Bayan, giving it 56 per cent control of the company.

In exchange, Bayan will manage all of Kangaroo's Indonesian coal assets.

Shareholders in Bayan, a $US7 billion coal conglomerate, approved the transaction last week.

Kangaroo's chairman Peter Richards said Bayan Resources was an experienced and capable partner with the expertise to help Kangaroo deliver on all its strategic objectives.

"The board of Kangaroo believes that this deal will add significant value for all Kangaroo shareholders going forward," he said.

Kangaroo also announced today the appointment of four new Bayan-nominated non-executive directors to its board including Darcy Wentworth, Alastair McLeod, Russell Neil and David Low Yi Ngo.