Mr. Dan Sutton reports

SYNTHOLENE ENERGY ANNOUNCES COMPLETION OF REVERSE TAKEOVER

Further to its news releases dated May 6, 2025, May 16, 2025, July 9, 2025, Sept. 18, 2025, Nov. 18, 2025, and Dec. 3, 2025, Syntholene Energy Corp. (formerly GK Resources Ltd.) has completed the acquisition of Syntholene Energy Corp., a private Delaware corporation (Pretransaction Syntholene), pursuant to the amended and restated securities exchange agreement entered into between the company, Pretransaction Syntholene and the securityholders of Pretransaction Syntholene on April 25, 2025, as amended from time to time, which resulted in the reverse takeover of the company by Pretransaction Syntholene pursuant to the policies of the TSX Venture Exchange.

Final acceptance by the TSX-V of the transaction will occur upon issuance of the final bulletin in respect of the transaction by the TSX-V, which is expected on or about Dec. 10, 2025. Subject to issuance of the final bulletin, trading on a postconsolidation (as defined below) basis will commence on the TSX-V under the company's new name, Syntholene Energy Corp., and new trading symbol, ESAF, on or about Dec. 12, 2025.

"This milestone is important and impactful for Syntholene and the broader e-fuels sector. Being the first publicly traded pure play synthetic fuel company on any exchange worldwide sets up Syntholene to build value with shareholders from day one of this new era for high-performance, low-cost and carbon-negative e-fuels," said Dan Sutton, chief executive officer of the company.

Syntholene is actively commercializing a new production pathway for low-cost clean fuel synthesis. The target output is ultrapure synthetic jet fuel, manufactured at 70 per cent lower cost than the nearest competing technology. The company's mission is to deliver the world's first truly high-performance, low-cost and carbon-neutral synthetic fuel at an industrial scale.

Syntholene's power-to-liquid strategy harnesses thermal energy to power proprietary integrations of hydrogen production and fuel synthesis. Syntholene has secured 20 megawatts of dedicated energy to support the company's coming demonstration facility and commercial scale-up.

Founded by experienced operators across advanced energy infrastructure, nuclear technology, low-emissions steel refining, process engineering and capital markets, Syntholene's mission is to be the first team to deliver a scalable modular production platform for cost-competitive synthetic fuel, thus accelerating the commercialization of carbon-neutral e-fuels across global markets.

As part of and in connection with the transaction:

• The company changed its name to Syntholene Energy Corp. and consolidated the common shares of the company on the basis of five preconsolidation common shares for one postconsolidation common share. No fractional shares were issued as a result of the consolidation. Fractional shares equal to or greater than one-half were rounded up to the nearest whole number. Fractional Shares equal to less than one-half were cancelled without any repayment of capital or other compensation. The new Cusip number for the postconsolidation common shares is 87170K106 and the new ISIN (international securities identification number) is CA87170K1066.
• Pursuant to the securities exchange agreement, the company acquired all of the securities of Pretransaction Syntholene, whereby Pretransaction Syntholene became a wholly owned subsidiary of the company and the securityholders of Pretransaction Syntholene received securities of the company in exchange for their securities of Pretransaction Syntholene at an exchange ratio of 5.934 postconsolidation shares for each Pretransaction Syntholene share (subject to adjustments in accordance with the securities exchange agreement):
  • Pursuant to the securities exchange:
    • The company issued a total of 53,511,804 postconsolidation shares at a deemed price of 37.5 cents per share and 890,100 share purchase warrants, with each warrant exercisable to acquire one postconsolidation share at a price of 0.1685 cent until June 18, 2026.
    • Up to 10.75 million postconsolidation shares are issuable to former shareholders of Pretransaction Syntholene upon the completion of certain business milestones in accordance with the securities exchange agreement;
    • The company assumed a convertible note in the principal amount of $180,000 with a maturity date of March 30, 2027, and bearing simple interest at a rate of 12.5 per cent per annum, which is convertible into postconsolidation shares at a price of 30 cents per share.
• Pursuant to the amalgamation agreement dated Nov. 18, 2025, among the company, a special-purpose financing vehicle of Syntholene (FinCo) and a wholly owned subsidiary of GK (SubCo), the company acquired all of the securities of FinCo by means of a three-cornered amalgamation, whereby SubCo and FinCo amalgamated and continued as a wholly owned subsidiary of the company and the securityholders of FinCo received securities of the company in exchange for their securities of FinCo at an exchange ratio of one postconsolidation share for every five FinCo common shares (subject to adjustments in accordance with the amalgamation agreement).
• Pursuant to the amalgamation, the company issued a total of 9,303,700 postconsolidation shares at a deemed price of 37.5 cents per share to the former shareholders of FinCo:
  • In connection with the amalgamation, the company issued 83,333 postconsolidation shares, representing a corporate finance fee, to Canaccord Genuity Corp. and issued an aggregate of 151,886 non-transferable broker warrants, with each warrant exercisable to acquire one postconsolidation share at a price of 37.5 cents until Dec. 9, 2027.
• The company issued 350,000 postconsolidation shares to an arm's-length finder in respect of the transaction at a deemed price of 37.5 cents per share.
• The company granted an aggregate of 6,195,700 stock options of the company, 1.5 million performance share units of the company (PSUs), which are tied to achievement of certain listing milestones described in the securities exchange agreement, and 5,025,000 restricted share units of the company (RSUs), all on a postconsolidation basis, to certain directors, officers and consultants of the company, subject to vesting conditions set out in the terms of the grants and subject to disinterested shareholder approval of the grants and of the company's new omnibus equity incentive plan.
• The company entered into an escrow agreement with Odyssey Trust Company and certain directors and officers of the company providing for the escrow of an aggregate of 35,604,000 shares, 110,000 options, 500,000 PSUs, 600,000 RSUs and up to 7,160,265 deferred consideration shares, all on a postconsolidation basis, to be released on a Tier 2 escrow release schedule in accordance with TSX-V policies.
• An aggregate of 11,868,000 postconsolidation shares issued as part of the securities exchange will be subject to seed share resale restrictions (as defined in the TSX-V policies), with 20 per cent released on each of the date of the final bulletin and the dates that are three, six, nine and 12 months thereafter.

Immediately following the closing of the transaction, there are approximately 68,949,286 postconsolidation shares issued and outstanding.

As part of the consolidation, shareholders holding physical certificates are required to exchange their existing share certificates for new certificates in accordance with the instructions of the letters of transmittal, which will be mailed to them. Other shareholders are not required to take any action with respect to the name change or the consolidation.

Following the closing of the transaction, the board of directors of the company comprises Mr. Sutton, Alexander Canon Bryan, John Kutsch, Anna Pagliaro and Steve Oldham.

Management of the company comprises Mr. Sutton (chief executive officer), Grant Tanaka (chief financial officer), Mr. Bryan (chief development officer), Mr. Kutsch (chief engineer) and Jennifer Hanson (corporate secretary).

The full particulars of the transaction and the company are described in the filing statement of the company dated Nov. 30, 2025, in respect of the transaction, which contains the information required pursuant to listing statement requirements under the policies of the TSX-V. A copy of the filing statement is available on SEDAR+ under the company's issuer profile.

Acquisitions by Mr. Sutton, Mr. Bryan and Mr. Kutsch

As part of and in connection with the transaction, certain shareholders acquired postconsolidation shares pursuant to the share exchange and amalgamation, resulting in each of them acquiring more than 10 per cent of the voting securities of the company, as follows:

1. Mr. Sutton of Vancouver, B.C., acquired 11,868,000 shares and 375,000 PSUs pursuant to the securities exchange and 933,500 options pursuant to the grants and may be issued up to 2,386,755 deferred consideration shares.
2. Mr. Bryan of Vancouver, B.C., acquired 11,868,000 shares and 125,000 PSUs pursuant to the securities exchange and 543,400 options pursuant to the grants and may be issued up to 2,386,755 deferred consideration shares.
3. Mr. Kutsch of Harvard, Ill., acquired 11,868,000 shares pursuant to the securities exchange, 3,715,467 shares pursuant to the amalgamation, 100,000 RSUs and 543,400 options pursuant to the grants and may be issued up to 2,386,755 deferred consideration shares.

The shares issued to Mr. Sutton, Mr. Bryan and Mr. Kutsch pursuant to the share exchange have a deemed issue price of 37.5 cents per postconsolidation share and an aggregate value of $445,000 for each of them; these shares were issued in exchange for the Pretransaction Syntholene shares held by each of them. In the case of Mr. Kutsch, the shares he was issued pursuant to the amalgamation also have a deemed issue price of 37.5 cents per postconsolidation share and an aggregate value of $1,393,000 and were issued in exchange for FinCo common shares that were acquired for cash paid by Mr. Kutsch in the same amount. The grants were made to these individuals in recognition of their services to Pretransaction Syntholene and to the company and, in the case of the PSUs, pursuant to the terms of the share exchange agreement. The options are non-transferable and have an exercise price of 37.5 cents per postconsolidation share each and are exercisable for three years.

Immediately prior to closing, each of Mr. Sutton, Mr. Bryan and Mr. Kutsch did not beneficially own, directly or indirectly, any securities of the company.

Immediately following the closing, all on a postconsolidation basis:

1. Mr. Sutton beneficially owns, directly or indirectly, 11,868,000 shares, 933,500 options and 375,000 PSUs, representing approximately 17.21 per cent of the issued and outstanding shares on a non-diluted basis and, assuming the settlement of the 375,000 PSUs into shares, exercise of the 933,500 options into shares and issuance of all 2,386,755 deferred consideration shares (and settlement of all other PSUs and issuance of all other deferred consideration shares issuable pursuant to the securities exchange agreement), approximately 18.95 per cent of the issued and outstanding shares on a partially diluted basis.
2. Mr. Bryan beneficially owns, directly or indirectly, 11,868,000 shares, 543,400 options and 125,000 PSUs, representing approximately 17.21 per cent of the issued and outstanding shares on a non-diluted basis and, assuming the settlement of the 125,000 PSUs into shares, exercise of the 543,000 options into shares and issuance of all 2,386,755 deferred consideration shares (and settlement of all other PSUs and issuance of all other deferred consideration shares issuable pursuant to the securities exchange agreement), approximately 18.2 per cent of the issued and outstanding shares on a partially diluted basis. and
3. Mr. Kutsch beneficially owns, directly or indirectly, 15,583,467 shares, 543,400 options and 100,000 RSUs, representing approximately 22.6 per cent of the issued and outstanding shares on a non-diluted basis and, assuming the settlement of the 100,000 RSUs into shares, exercise of the 543,400 options into shares and issuance of all 2,386,755 deferred consideration shares (and settlement of all other PSUs and issuance of all other deferred consideration shares issuable pursuant to the securities exchange agreement), approximately 22.77 per cent of the issued and outstanding shares on a partially diluted basis.

The securities of the company held by each of Mr. Sutton, Mr. Bryan and Mr. Kutsch are held for investment purposes and were acquired pursuant to the terms of the share exchange agreement and amalgamation agreement. Each of Mr. Sutton, Mr. Bryan and Mr. Kutsch has a long-term view of the investment and may acquire additional securities of the company either on the open market, through private acquisitions or as compensation or sell the securities on the open market or through private dispositions in the future depending on market conditions, general economic and industry conditions, the company's business and financial condition, reformulation of plans, and/or other relevant factors. Certain securities held by Mr. Sutton, Mr. Bryan and Mr. Kutsch are subject to Tier 2 escrow in accordance with TSX-V policies as described in the filing statement.

A copy of each of Mr. Sutton's, Mr. Bryan's and Mr. Kutsch's early warning report will be filed on the company's profile on SEDAR+ and may also be requested by mail at Syntholene Energy, Suite 1723, 595 Burrard St., Vancouver, B.C., V7X 1J1, attention: corporate secretary, or phone at 604-684-6730.

The shares and PSUs issued, as applicable, and the deferred consideration shares issuable to Mr. Sutton, Mr. Bryan and Mr. Kutsch are not subject to minority approval or valuation requirements under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions as each of them were arm's length parties to the company prior to completion of the share exchange and amalgamation. The following grants were made on closing of the transaction to certain directors and officers of the company: (i) Mr. Sutton was issued 933,500 options; (ii) Mr. Bryan was issued 543,400 options; (iii) Mr. Kutsch was issued 100,000 RSUs subject to Tier 2 TSX-V escrow and 543,400 options; (iv) Mr. Tanaka was issued 300,000 RSUs subject to Tier 2 TSX-V escrow; (v) Ms. Pagliaro was issued 100,000 RSUs subject to Tier 2 TSX-V escrow; (vi) Mr. Oldham was issued 50,000 options; and (vii) Ms. Hanson was issued 100,000 RSUs subject to Tier 2 TSX-V escrow (collectively, the related party grants). The related party grants are exempt from the valuation requirements of MI 61-101 pursuant to paragraph 5.5(b) as the company is not listed on a specified market. The related party grants are exempt from the minority approval requirements of MI 61-101 pursuant to paragraph 5.7(1)(a) and the fair market value of each of the related party grants is not more than 25 per cent of the market capitalization of the company and the time of grant. The related party grants remain subject to disinterested shareholder approval under TSX-V policies and shall not vest or be exercisable until such approval is obtained.

Investor relations and market-making services

Pretransaction Syntholene entered into an investor relations agreement dated Aug. 28, 2025, with Kin Communications Inc., a full-service investor relations agency specializing in the junior mining exploration and development sector (Suite 100, 736 Granville St., Vancouver, B.C., V6Z 1G3). Pretransaction Syntholene engaged Kin to provide investor relations services until Aug. 28, 2026, after which the Kin agreement will continue on a month-to-month basis unless otherwise agreed by Pretransaction Syntholene and Kin. Pretransaction Syntholene will pay and grant to Kin: (i) a monthly fee of $15,000; (ii) $500 for each day each employee of Kin attends a conference or event on behalf of Pretransaction Syntholene which falls on a weekend or holiday or which exceeds a total five business days per calendar quarter; and (iii) 500,000 postconsolidation options at an exercise price of 37.5 cents per postconsolidation share until Dec. 9, 2028. The Kin agreement may be terminated by Pretransaction Syntholene or Kin: (i) for breach of the Kin agreement; and (ii) following the Kin initial term, by providing 30 days of prior notice to the other party. Kin and its principal, John Arlen Hansen, beneficially own, directly or indirectly, an aggregate of 500,000 postconsolidation options. Kin is arm's length to the company and is not engaged in market-making activities.

Pretransaction Syntholene entered into a client services agreement dated Nov. 15, 2025, with SmallCap Communications Inc., a full-service investor marketing firm for public companies (Suite 306, 310 Water St., Vancouver, B.C., V6B 1B2). Pretransaction Syntholene engaged SmallCap to provide digital marketing services until the earlier of: (i) Nov. 15, 2026; and (ii) the date that the costs associated with the provision of services exceeds the compensation thereunder. Pretransaction Syntholene will pay to SmallCap an aggregate of $300,000, of which $150,000 is payable on each of: (i) closing; and (ii) Jan. 8, 2026. SmallCap and its principal, Rebecca Kerswell, do not beneficially own, directly or indirectly, any securities of the company. SmallCap is arm's length to the company and is not engaged in market-making activities.

Pretransaction Syntholene entered into an investor relations agreement dated Dec. 1, 2025, with Milestone Capital Partners, a consultancy firm (IFZA Business Park, DDP, Dubai Silicon Oasis, Dubai, United Arab Emirates). Pretransaction Syntholene engaged Milestone to provide marketing and other investor relations services. Pretransaction Syntholene will pay and grant to Milestone: (i) a fee of 260,000 euros; and (ii) 500,000 postconsolidation options at an exercise price of 37.5 cents per postconsolidation share until Dec. 9, 2028. The term of the milestone agreement is for 12 months and may be terminated by: (i) Pretransaction Syntholene for breach of the Milestone agreement; and (ii) Pretransaction Syntholene or Milestone by providing 14 days prior notice to the other party. Milestone and its principal, Christian Klingebiel, beneficially own, directly or indirectly, an aggregate of 503,096 shares and 500,000 options, all on a postconsolidation basis. Milestone is arm's length to the company and is not engaged in market-making activities.

Pretransaction Syntholene entered into an issuer trading services agreement dated Nov. 20, 2025, with Generation IACP Inc. (GIACP), pursuant to which GIACP will provide the company with certain issuer trading services, including trading the shares with the objective of contributing to market liquidity of the shares and providing periodic reporting of the market-trading activity of the shares. The services will be provided on the TSX-V or such other stock exchange in Canada as the resulting issuer shares shall be traded on from time to time. GIACP will commit its own funds to purchase the shares and may act as agent for others to do so. As consideration, Pretransaction Syntholene will pay to GIACP a monthly fee of $8,500 with such fee subject to a 3-per-cent increase on each anniversary of the GIACP agreement. The initial term of the GIACP is until May 9, 2026, subject to automatic renewals for subsequent six-month terms. Pretransaction Syntholene may terminate the GIACP agreement with 30 days of written notice and GIACP may terminate the GIACP agreement at any time with written notice.

GIACP and its principals do not beneficially own, directly or indirectly, any securities of the company, and GIACP is an arm's-length party to the company.

The company intends to continue the engagements with Kin, SmallCap, Milestone Capital and GIACP following closing. Certain proceeds of the concurrent financing completed in connection with the transaction will be used toward investor relations, marketing and communications expenses.

About Syntholene Energy Corp.

Syntholene is actively commercializing a new production pathway for low-cost clean fuel synthesis. The target output is ultrapure synthetic jet fuel, manufactured at 70 per cent lower cost than the nearest competing technology. The company's mission is to deliver the world's first truly high-performance, low-cost and carbon-neutral synthetic fuel at an industrial scale.

Syntholene's power-to-liquid strategy harnesses thermal-energy-to-power proprietary integrations of hydrogen production and fuel synthesis. Syntholene has secured 20 megawatts of dedicated energy to support the company's coming demonstration facility and commercial scale-up.

Founded by experienced operators across advanced energy infrastructure, nuclear technology, low-emissions steel refining, process engineering and capital markets, Syntholene's mission is to be the first team to deliver a scalable modular production platform for cost-competitive synthetic fuel, thus accelerating the commercialization of carbon-neutral e-fuels across global markets.

We seek Safe Harbor.