Reverse takeover -- completed

The TSX Venture Exchange has accepted for filing Syntholene Energy Corp.'s (formerly, GK Resources Ltd.) filing statement dated Nov. 30, 2025, which describes the company's reverse takeover, which includes the following transactions.

Pursuant to an amended and restated share exchange agreement (SEA) dated April 25, 2025, as amended, among the company, Syntholene Energy Corp. and the Syntholene securityholders, the company has acquired all shares of Syntholene in exchange for 53,511,804 common shares on a postconsolidation basis (described below) of the company at a deemed price of 37.5 cents per share for an aggregate deemed value of approximately $20,066,936.50, excluding the concurrent financing of described below.

For further information, refer to the company's closing news release dated Dec. 10, 2025, and the filing statement.

In connection with the reverse takeover, a special-purpose financing vehicle of Syntholene (FinCo) completed a non-brokered private placement of subscription receipts by issuing 46,518,522 subscription receipts at a price of 7.5 cents per subscription receipt to raise aggregate gross proceeds of $3,488,889.15. Pursuant to an amalgamation agreement dated Nov. 18, 2025, among FinCo, the company and a wholly owned subsidiary of the company (GK Sub), upon satisfaction of certain escrow release conditions relating to the subscription receipts, the subscription receipts were each converted into one common share of FinCo, and the company, GK Sub and FinCo completed three-cornered amalgamation whereby the FinCo shares were exchanged for resulting issuer shares at a deemed price of 37.5 cents per resulting issuer share on the basis of five FinCo shares for one resulting issuer share. A total of 9,303,700 resulting issuer shares were issued in exchange for FinCo shares, 83,333 corporate finance resulting issuer shares were issued to a broker and 151,886 broker warrants, each of which is exercisable into one resulting issuer share at 37.5 cents per share for three years, were also issued to brokers in connection with the concurrent financing.

Pursuant to the terms of the SEA, the following securities were also issued or are issuable: an aggregate of 350,000 resulting issuer shares were issued to an arm's-length finder as a finder's fee; 1.5 million performance share units (PSUs) of the resulting issuer were issued, with each PSU being convertible into one resulting issuer share upon achievement of certain milestones as described in the filing statement; up to 10.75 million resulting issuer shares are issuable to the former shareholders of Syntholene as deferred consideration in tranches upon certain business milestones being achieved; 890,100 warrants of the resulting issuer were issued in exchange for Syntholene warrants, with each resulting issuer warrant being exercisable into one resulting issuer share at 0.1685 cent until June 18, 2026.

Name change and consolidation

Pursuant to a directors resolution dated Aug. 20, 2025, the company has consolidated its share capital on a one-new-for-five-old basis and the name of the company has been changed to Syntholene Energy.

Effective at the opening on Dec. 12, 2025, the common shares of Syntholene Energy will be listed on the exchange and the common shares of GK Resources will be delisted. The company is classified as a Tier 2 technology company.

Capitalization:  unlimited number of common shares without par value, of which 68,949,286 shares are issued and outstanding

Escrow:  35,604,000 common shares to be subject to Tier 2 escrow

Transfer agent:  Odyssey Trust Company

Trading symbol:  ESAF (new)

Cusip No.:  87170K 10 6 (new)

NEX reactivation

The company has met the requirements to be listed as a TSX Venture Exchange Tier 2 company. Therefore, effective at the open of trading on Dec. 12, 2025, the company's listing will transfer from the NEX to the TSX Venture Exchange, the company's tier classification will change from the NEX to Tier 2, and the filing and service office will change from the NEX to Vancouver.

Resume trading

Effective at the opening on Dec. 12, 2025, the trading symbol for the company will change from NIKL.H to ESAF and the company's shares will resume trading.