GK Resources and Syntholene Energy Announce Completion of Second and Final Tranche of Financing and Entry Into Amalgamation Agreement

Executive Summary

• GK Resources and Syntholene Energy completed the second and final tranche of a brokered private placement, issuing 27,807,798 subscription receipts at C$0.075 each for gross proceeds of C$2,085,585.
• The parties entered into an amalgamation agreement that will combine GK, its subsidiary SubCo, and FinCo (a special purpose financing vehicle of Syntholene), resulting in the post‑transaction issuer being renamed Syntholene Energy Corp. with a 5‑for‑1 share consolidation.
• Net proceeds are earmarked to advance Syntholene’s engineering and development programs, including construction of its effects‑test facility in Iceland, and for general working capital.

Key Details

• Second Tranche Offering:
• Subscription Receipts issued: 27,807,798 at C$0.075 each.
• Gross proceeds from second tranche: C$2,085,585.

• Total subscription receipts for the overall offering: 46,518,522 (gross proceeds C$3,488,889).

• First Tranche Warrants:

• Broker warrants issued: 759,430 FinCo Broker Warrants (no additional warrants in second tranche).

• Use of Proceeds:

• Advance Syntholene’s engineering and development programs.
• Progress toward construction of the effects‑test facility in Iceland.

• General working capital.

• Amalgamation Mechanics:

• Upon escrow release, each subscription receipt converts automatically into one FinCo share.
• FinCo shares and any broker warrants are exchanged on a one‑for‑one basis for pre‑consolidation GK common shares or warrants.

• Post‑amalgamation, GK will rename to Syntholene Energy Corp.

• Consolidation Terms:

• Five pre‑consolidation common shares will be consolidated into one post‑consolidation share.

• Implied value of each post‑consolidation share: C$0.375.

• Escrow Arrangements:

• Net proceeds (after agents’ expenses and 50% commission on first tranche) held in escrow.
• Release deadline: December 12, 2025; funds released to the Resulting Issuer upon satisfaction/waiver of conditions.

• If conditions not met, subscription receipts cancelled and escrowed funds returned pro‑rata, with any shortfall funded by GK and Syntholene.

• Agent Compensation:

• Corporate finance fee: C$31,250 paid via issuance of 83,333 Resulting Issuer shares at C$0.375 each.

• Remaining cash commission for first tranche: C$28,478.

• Broker Warrants (Post‑Consolidation):

• Each warrant allows purchase of one Resulting Issuer share at an exercise price of C$0.375.

• Exercise period: up to 24 months after transaction completion.

• Regulatory Status:

• Conditional acceptance received from the TSX Venture Exchange on October 28, 2025.
• Remaining conditions being satisfied; filing statements and final listing materials in preparation.

Notable Quotes

(No direct quotes were provided in the release.)