Syntheia Signs Non-Binding LOI for SATCOM Acquisition

Executive Summary

• Syntheia Corp. entered into a non‑binding Letter of Intent with CX1 Capital Inc. to acquire Satcom (Wunderlich Group LLC) for an aggregate consideration of US$5.5 million in cash, promissory notes and common shares, plus up to US$4.5 million in performance earn‑out.
• The transaction is structured as a share purchase pending tax, corporate and securities law advice, due diligence, shareholder and CSE approvals, and execution of a definitive agreement.
• The acquisition expands Syntheia’s footprint in conversational AI for inbound call management across the Americas, complementing its recent CCG integration.

Key Details

• Proposed Purchase Price: US$5.5 million total consideration.
• Cash payment: US$1,450,000 payable at closing on a pro‑rata basis to Satcom shareholders.
• Promissory notes: US$2,220,000 issued pro‑rata to Satcom shareholders.
• Common shares of Syntheia: US$1,830,000 worth, priced at the volume‑weighted average share price over a 90‑day period (subject to CSE acceptance).
• Performance Earn‑Out: Up to US$4,500,000 payable post‑closing via additional cash, promissory notes and/or issuance of Syntheia common shares, contingent on Satcom’s performance.
• Transaction Structure: Anticipated share purchase; subject to receipt of tax, corporate and securities law advice, satisfactory due diligence, shareholder approval, CSE approval, and other customary closing conditions.
• Future Steps: Parties will negotiate and execute a binding definitive agreement; Syntheia will provide updates on approvals, related financing, and status of the definitive agreement.
• No Finder’s Fees: Neither party will pay finder’s fees in connection with the proposed transaction.
• CEO Comment: “With the CCG acquisition now fully integrated and revenue producing, we are pleased to announce our second proposed acquisition, Satcom,” said Tony Di Benedetto, CEO of Syntheia.

Notable Quotes

“With the CCG acquisition now fully integrated and revenue producing, we are pleased to announce our second proposed acquisition, Satcom.” – Tony Di Benedetto, Chief Executive Officer, Syntheia Corp.