Mr. Tony Di Benedetto reports

SYNTHEIA ANNOUNCES PRIVATE PLACEMENT

Syntheia Corp. has arranged a non-brokered private placement of up to 17.5 million units of the company at a price of 12 cents per unit for gross proceeds of up to $2.1-million. The company will use the gross proceeds of the offering for general working capital purposes.

Each unit will consist of one common share of the company and one-half of a transferable common share purchase warrant of the company. Each warrant will be exercisable into one common share at a price of 20 cents for a period of 36 months from the closing date of the offering. In the event that the closing price of the common shares on the Canadian Securities Exchange (or such other Canadian stock exchange on which the common shares are then listed) for 20 consecutive trading days exceeds 40 cents, the company may, within 10 business days of the occurrence of such event, deliver a notice (including by way of a news release) to the holders of warrants accelerating the expiry date of the warrants to the date that is 30 days following the date of such notice.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the units will be offered for sale to purchasers resident in each of the provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). As the offering is being completed pursuant to the listed issuer financing exemption, the units issued pursuant to the offering will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.

There is an offering document related to the offering that can be accessed under the company's issuer profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.

The offering is scheduled to close on or about Feb. 20, 2026, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the CSE.

A cash commission equal to 8.0 per cent on the gross proceeds of the offering and finder warrants equal to up to 8.0 per cent of the number of units of the company sold under the offering shall be paid to certain eligible finders, subject to the policies of the CSE and applicable securities laws. Each finder warrant entitles the holder to acquire a common share of the company at a price equal to the offering price for a period of 24 months from the date of issue thereof.

About Syntheia Corp.

Syntheia is an artificial intelligence technology company which is developing and commercializing proprietary algorithms to deliver human-like conversations. Syntheia is acquiring call centres and deploying its technology to enhance customer satisfaction while dramatically reducing turnover and traditional staffing issues.

We seek Safe Harbor.