Mr. Daniel Russell reports

SYNEX RENEWABLE ENERGY CORPORATION ANNOUNCES AGREEMENT TO BE ACQUIRED BY SITKA POWER INC. FOR C$2.40 PER SHARE IN CASH

Synex Renewable Energy Corp. has entered into a definitive arrangement agreement dated March 27, 2025, with Sitka Power Inc., whereby the purchaser has agreed to acquire 100 per cent of the issued and outstanding common shares of the company.

Under the terms of the arrangement agreement, holders of company shares will receive $2.40 in cash per company share on the completion of the transaction, implying an enterprise value of approximately $25.2-million. After a comprehensive review of alternatives, and upon the unanimous recommendation of an independent special committee of the board of directors of Synex, the board unanimously determined that the transaction is in the best interests of Synex and is fair to the shareholders from a financial point of view.

Key transaction highlights:

• The transaction consideration represents a premium of approximately 58 per cent to the 20-day volume-weighted average price (VWAP) of the company shares on the Toronto Stock Exchange (TSX) as of March 27, 2025, the last trading day prior to the announcement of the transaction.
• The transaction consideration presents immediate liquidity and certain value to shareholders at a compelling price.

Daniel Russell, president and chief executive officer of Synex, commented: "Today's announcement is the culmination of a comprehensive process that began in October, 2023, when the company announced the commencement of a strategic review. Over that period, board and the special committee, together with their legal and financial advisers, have overseen and supervised a robust process, leading to this compelling offer from Sitka. The transaction delivers significant value to the shareholders and provides the certainty of an all-cash offer."

Trevor White, president and chief executive officer of Sitka, commented: "We are very excited to announce this transaction. The execution of a definitive agreement is the culmination of a lot of effort by the parties, as well as their advisers and stakeholders. Synex's British Columbia-based and technologically diverse portfolio of operating, construction-ready and development projects provides a strategic and timely opportunity for Sitka to scale its platform. We look forward to progressing the transaction to close over the coming months."

Additional transaction details

The transaction will be implemented by way of a statutory plan of arrangement, pursuant to the Business Corporations Act (British Columbia). Under the terms of the arrangement agreement, Sitka will acquire all of the issued and outstanding company shares, with each shareholder receiving the transaction consideration for each company share held.

The completion of the transaction is, among other customary matters, subject to:

• Approval by: (i) at least two-thirds of the votes cast by shareholders at a special meeting; and (ii) a majority of the votes cast by shareholders at the company meeting (excluding the votes cast by persons whose votes may not be included in determining minority approval of a business combination, in accordance with Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions;
• Supreme Court of British Columbia approval of the transaction;
• Completion of all required regulatory approvals, including from the British Columbia Hydro and Power Authority and the British Columbia Utilities Commission, relating to the transaction.

Additional details of the transaction will be described in the management information circular that will be mailed to shareholders in connection with the company meeting to approve the transaction.

All directors and officers of the company, who collectively own approximately 67 per cent of the outstanding company shares, have entered into voting and support agreements, pursuant to which they have agreed to vote their company shares in favour of the transaction.

The arrangement agreement contains customary terms and conditions, including non-solicitation provisions which are subject to the company's right to consider and accept a superior proposal that satisfies certain customary requirements, subject to a matching right in favour of Sitka. The arrangement agreement provides for the payment by the company to Sitka of a termination fee of $600,000 in certain circumstances, including where the company has accepted a superior proposal and terminates the arrangement agreement. The arrangement agreement also provides for the payment by the company to Sitka or Sitka to the company, as applicable, of an expense reimbursement fee if the arrangement agreement is terminated in certain specified circumstances.

A copy of the arrangement agreement will be available through the company's filings with the securities regulatory authorities in Canada on SEDAR+.

In connection with the closing of the transaction, the company shares will be delisted from the TSX and the company will apply to cease to be a reporting issuer.

Recommendation of the special committee and the board

The special committee, comprising Richard McGivern and Danny Sgro, after receiving legal and financial advice, including the fairness opinions from the financial advisers discussed herein, has unanimously recommended that the board approve the arrangement agreement, having determined, among other things, that the transaction is fair to the shareholders from a financial point of view.

The special committee has obtained a fairness opinion from each of Beacon Securities Ltd. (which acted as financial adviser to the company in connection with the transaction) and Morrison Park Advisors (which acted as independent financial adviser to the special committee in connection with the transaction) to the effect that, as of the date of the arrangement agreement, and subject to the assumptions, limitations and qualifications set forth therein, the transaction is fair to the shareholders from a financial point of view.

After receiving the unanimous recommendation of the special committee and the fairness opinions discussed herein, the board unanimously determined: (i) that the transaction is fair to the shareholders from a financial point of view; (ii) that the transaction is in the best interests of the company; and (iii) to unanimously recommend to the shareholders that they vote in favour of the resolution to approve the transaction at the company meeting.

Additional details concerning the rationale for the recommendation made by the special committee and the board, including copies of the fairness opinions prepared by the financial advisers, will be set out in the company circular to be filed and mailed to the shareholders in the coming weeks and which will be available under Synex's profile on SEDAR+.

MI 61-101

The transaction constitutes a business combination for the company under MI 61-101, as an insider of the company holding approximately 2 per cent of the company shares will receive a collateral benefit as a result of the value of an employee termination benefit to be received in connection with the transaction being in excess of 5 per cent of the value of the aggregate consideration to be received by such insider pursuant to the arrangement agreement.

As required by MI 61-101, the company will seek the requisite majority-of-the-minority approval of the transaction from the shareholders at the company meeting, excluding the votes of such insider whose votes are required to be excluded for the purposes of minority approval under MI 61-101 in the context of a business combination.

Advisers

Dentons Canada LLP is acting as legal adviser to the company. Stikeman Elliott LLP is acting as legal adviser to Sitka. Beacon Securities is acting as financial adviser to the company. Morrison Park Advisors is acting as independent financial adviser to the special committee.

About Synex Renewable Energy Corp.

Synex is a Vancouver-based company engaged in the development, acquisition, ownership and operation of renewable-energy projects in Canada. It has ownership interests in 11 megawatts of operating hydro projects in British Columbia and owns a Vancouver Island grid connection and utility carrying on business as Kyuquot Power Ltd. The company also has 9.4 MW of construction-ready run-of-river projects, applications and land tenures on another 24 potential hydroelectric sites totalling over 150 MW of capacity, and approximately 16 wind development sites that could provide up to 4,700 MW of clean power in British Columbia.

About Sitka Power Inc.

Sitka Power is a small-scale Canadian renewable-energy developer and independent power producer, headquartered in Calgary, Alta. Sitka Power is active in British Columbia, Alberta, Saskatchewan and Ontario.

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