Syntholene Power Publicizes Completion of Reverse Takeover

Syntholene Power Corp. (TSXV: ESAF) (previously, GK Sources Ltd.) (the “Firm” or “Syntholene“) is happy to announce that, additional to its information releases dated Might 6, 2025, Might 16, 2025, July 9, 2025, September 18, 2025, November 18, 2025 and December 3, 2025, it has accomplished the acquisition of Syntholene Power Corp., a non-public Delaware company (“Pre-Transaction Syntholene“), pursuant to the amended and restated securities change settlement entered into between the Firm, Pre-Transaction Syntholene and the securityholders of Pre-Transaction Syntholene on April 25, 2025, as amended once in a while (the “Securities Alternate Settlement“), which resulted within the reverse takeover of the Firm by Pre-Transaction Syntholene (the “Transaction“) pursuant to the insurance policies of the TSXV Enterprise Alternate (the “TSXV“).

Closing acceptance by the TSXV of the Transaction will happen upon issuance of the ultimate bulletin in respect of the Transaction by the TSXV (the “Closing Bulletin“) which is predicted on or about December 10, 2025. Topic to issuance of the Closing Bulletin, buying and selling on a post-Consolidation (as outlined under) foundation will start on the TSXV underneath the Firm’s new identify “Syntholene Power Corp.” and new buying and selling image “ESAF” on or about December 12, 2025.

“This milestone is necessary and impactful for Syntholene and the broader eFuels sector. Being the primary publicly traded pure-play artificial gas firm on any change worldwide units up Syntholene to construct worth with shareholders from day one in all this new period for high-performance, low-cost, and carbon-negative eFuels.” mentioned Dan Sutton, Chief Government Officer of the Firm.

Syntholene is actively commercializing a brand new manufacturing pathway for low-cost clear gas synthesis. The goal output is ultrapure artificial jet gas, manufactured at 70% decrease value than the closest competing know-how. The Firm’s mission is to ship the world’s first actually high-performance, low-cost, and carbon-neutral artificial gas at an industrial scale.

Syntholene’s power-to-liquid technique harnesses thermal power to energy proprietary integrations of hydrogen manufacturing and gas synthesis. Syntholene has secured 20MW of devoted power to help the Firm’s upcoming demonstration facility and industrial scale-up.

Based by skilled operators throughout superior power infrastructure, nuclear know-how, low-emissions metal refining, course of engineering, and capital markets, Syntholene’s mission is to be the primary staff to ship a scalable modular manufacturing platform for cost-competitive artificial gas, thus accelerating the commercialization of carbon-neutral eFuels throughout world markets.

As a part of and in reference to the Transaction:

• The Firm modified its identify to “Syntholene Power Corp.” and consolidated the frequent shares of the Firm (the “Shares“) on the premise of 5 pre-consolidation frequent shares for one post-consolidation frequent share (the “Consolidation“). No fractional Shares have been issued on account of the Consolidation. Fractional Shares equal to or better than one-half (1/2) have been rounded as much as the closest entire quantity. Fractional Shares equal to lower than one-half (1/2) have been cancelled with none reimbursement of capital or different compensation. The brand new CUSIP quantity for the post-Consolidation Widespread Shares is 87170K106 and the brand new ISIN is CA87170K1066.

• Pursuant to the Securities Alternate Settlement, the Firm acquired the entire securities of Pre-Transaction Syntholene, whereby Pre-Transaction Syntholene turned a wholly-owned subsidiary of the Firm and the securityholders of Pre-Transaction Syntholene obtained securities of the Firm in change for his or her securities of Pre-Transaction Syntholene at an change ratio of 5.934 post-Consolidation Shares for every Pre-Transaction Syntholene share (topic to changes in accordance with the Securities Alternate Settlement) (the “Securities Alternate“).

Pursuant to the Securities Alternate:

• the Firm issued a complete of 53,511,804 post-Consolidation Shares at a deemed worth of $0.375 per share and 890,100 Share buy warrants (“Warrants“), with every Warrant exercisable to amass one post-Consolidation Share at a worth of $0.001685 till June 18, 2026;

• as much as 10,750,000 post-Consolidation Shares (the “Deferred Consideration Shares“) are issuable to former shareholders of Pre-Transaction Syntholene upon the completion of sure enterprise milestones in accordance with the Securities Alternate Settlement; and

• the Firm assumed a convertible observe within the principal quantity of $180,000 with a maturity date of March 30, 2027 and bearing easy curiosity at a charge of 12.5% every year, which is convertible into post-Consolidation Shares at a worth of $0.30 per share.

• Pursuant to the amalgamation settlement dated November 18, 2025 (the “Amalgamation Settlement“) among the many Firm, a particular goal financing automobile of Syntholene (“FinCo“) and an entirely owned subsidiary of GK (“SubCo“), the Firm acquired the entire securities of Finco via a “three-cornered amalgamation”, whereby SubCo and Finco amalgamated and continued as a wholly-owned subsidiary of the Firm and the securityholders of Finco obtained securities of the Firm in change for his or her securities of Finco at an change ratio of 1 post-Consolidation Share for each 5 FinCo frequent shares (topic to changes in accordance with the Amalgamation Settlement) (the “Amalgamation“).

• Pursuant to the Amalgamation, the Firm issued a complete of 9,303,700 post-Consolidation Shares at a deemed worth of $0.375 per share to the previous shareholders of FinCo.

In reference to the Amalgamation, the Firm issued 83,333 post-Consolidation Shares, representing a company finance price, to Canaccord Genuity Corp. and issued an mixture of 151,886 non-transferable dealer Warrants, with every Warrant exercisable to amass one post-Consolidation Share at a worth of $0.375 till December 9, 2027.

• The Firm issued 350,000 post-Consolidation Shares to an arm’s size finder in respect of the Transaction at a deemed worth of $0.375 per share.

• The Firm granted an mixture of 6,195,700 inventory choices of the Firm (“Choices“), 1,500,000 efficiency share items of the Firm (“PSUs“) that are tied to achievement of sure itemizing milestones described within the Securities Alternate Settlement, and 5,025,000 restricted share items of the Firm (“RSUs“), all on a post-Consolidation foundation, to sure administrators, officers and consultants of the Firm (collectively, the “Grants“), topic to vesting situations set out within the phrases of the Grants and topic to disinterested shareholder approval of the Grants and of the Firm’s new omnibus fairness incentive plan.

• The Firm entered into an escrow settlement with Odyssey Belief Firm and sure administrators and officers of the Firm offering for the escrow of an mixture of 35,604,000 Shares, 110,000 Choices, 500,000 PSUs, 600,000 RSUs and as much as 7,160,265 Deferred Consideration Shares, all on a post-Consolidation foundation, to be launched on a Tier 2 escrow launch schedule in accordance with TSXV insurance policies.

• An mixture of 11,868,000 post-Consolidation Shares issued as a part of the Securities Alternate might be topic to Seed Share Resale Restrictions (as outlined within the TSXV insurance policies), with 20% launched on every of the date of the Closing Bulletin and the dates which might be 3, 6, 9 and 12 months thereafter.

Instantly following the closing of the Transaction, there are roughly 68,949,286 post-Consolidation Shares issued and excellent.

As a part of the Consolidation, shareholders holding bodily certificates are required to change their present share certificates for brand new certificates in accordance with the directions of the letters of transmittal which might be mailed to them. Different shareholders are usually not required to take any motion with respect to the identify change or the Consolidation.

Following the closing of the Transaction (“Closing“), the Board of Administrators of the Firm contains Daniel Sutton, Alexander Canon Bryan, John Kutsch, Anna Pagliaro and Steve Oldham.

Administration of the Firm contains Daniel Sutton (Chief Government Officer), Grant Tanaka (Chief Monetary Officer), Alexander Canon Bryan (Chief Improvement Officer), John Kutsch (Chief Engineer) and Jennifer Hanson (Company Secretary).

The total particulars of the Transaction and the Firm are described within the submitting assertion of the Firm dated November 30, 2025 in respect of the Transaction (the “Submitting Assertion“), which incorporates the knowledge required pursuant to itemizing assertion necessities underneath the insurance policies of the TSXV. A duplicate of the Submitting Assertion is out there on SEDAR+ (www.sedarplus.ca) underneath the Firm’s issuer profile.

Acquisitions by Daniel Sutton, Alexander Canon Bryan and John Kutsch

As a part of and in reference to the Transaction, sure shareholders acquired post-Consolidation Shares pursuant to the Share Alternate and Amalgamation leading to every of them buying greater than 10% of the voting securities of the Firm, as follows:

1. Daniel Sutton of Vancouver, British Columbia (“Sutton“) acquired 11,868,000 Shares and 375,000 PSUs pursuant to the Securities Alternate, 933,500 Choices pursuant to the Grants and could also be issued as much as 2,386,755 Deferred Consideration Shares;
2. Alexander Canon Bryan of Vancouver, British Columbia (“Bryan“) acquired 11,868,000 Shares and 125,000 PSUs pursuant to the Securities Alternate, and 543,400 Choices pursuant to the Grants and could also be issued as much as 2,386,755 Deferred Consideration Shares; and
3. John Kutsch of Harvard, Illinois (“Kutsch“) acquired 11,868,000 Shares pursuant to the Securities Alternate, 3,715,467 Shares pursuant to the Amalgamation, 100,000 RSUs and 543,400 Choices pursuant to the Grants and could also be issued as much as 2,386,755 Deferred Consideration Shares.

The Shares issued to Sutton, Bryan and Kutsch pursuant to the Share Alternate have a deemed difficulty worth of $0.375 per post-Consolidation Share and an mixture worth of $445,000 for every of them; these Shares have been issued in change for the Pre-Transaction Syntholene Shares held by every of them. Within the case of Kutsch, the Shares he was issued pursuant to the Amalgamation even have a deemed difficulty worth of $0.375 per post-Consolidation Share and an mixture worth of $1,393,000 and have been issued in change for FinCo frequent shares that have been acquired for money paid by Kutsch in the identical quantity. The Grants have been made to those people in recognition of their companies to Pre-Transaction Syntholene and to the Firm, and within the case of the PSUs pursuant to the phrases of the Share Alternate Settlement. The Choices are non-transferrable and have an train worth of $0.375 per post-Consolidation Share every and are exercisable for 3 years.

Instantly previous to Closing, every of Sutton, Bryan and Kutsch didn’t beneficially personal, straight or not directly, any securities of the Firm.

Instantly following the Closing, all on a post-Consolidation foundation:

1. Sutton beneficially owns, straight or not directly, 11,868,000 Shares, 933,500 Choices and 375,000 PSUs, representing roughly 17.21% of the issued and excellent Shares on a non-diluted foundation and, assuming the settlement of the 375,000 PSUs into Shares, train of the 933,500 Choices into Shares and issuance of all 2,386,755 Deferred Consideration Shares (and settlement of all different PSUs and issuance of all different Deferred Consideration Shares issuable pursuant to the Securities Alternate Settlement), roughly 18.95% of the issued and excellent Shares on {a partially} diluted foundation;
2. Bryan beneficially owns, straight or not directly, 11,868,000 Shares, 543,400 Choices and 125,000 PSUs, representing roughly 17.21% of the issued and excellent Shares on a non-diluted foundation and, assuming the settlement of the 125,000 PSUs into Shares, train of the 543,000 Choices into Shares and issuance of all 2,386,755 Deferred Consideration Shares (and settlement of all different PSUs and issuance of all different Deferred Consideration Shares issuable pursuant to the Securities Alternate Settlement), roughly 18.2% of the issued and excellent Shares on {a partially} diluted foundation; and
3. Kutsch beneficially owns, straight or not directly, 15,583,467 Shares, 543,400 Choices and 100,000 RSUs, representing roughly 22.6% of the issued and excellent Shares on a non-diluted foundation and, assuming the settlement of the 100,000 RSUs into Shares, train of the 543,400 Choices into Shares and issuance of all 2,386,755 Deferred Consideration Shares (and settlement of all different PSUs and issuance of all different Deferred Consideration Shares issuable pursuant to the Securities Alternate Settlement), roughly 22.77% of the issued and excellent Shares on {a partially} diluted foundation.

The securities of the Firm held by every of Sutton, Byan and Kutsch are held for funding functions and have been acquired pursuant to the phrases of the Share Alternate Settlement and Amalgamation Settlement. Every of Sutton, Byan and Kutsch has a long-term view of the funding and will purchase extra securities of the Firm both on the open market, by means of non-public acquisitions or as compensation or promote the securities on the open market or by means of non-public tendencies sooner or later relying on market situations, normal financial and business situations, the Firm’s enterprise and monetary situation, reformulation of plans and/or different related components. Sure securities held by Sutton, Bryan and Kutsch are topic to Tier 2 escrow in accordance with TSXV insurance policies as described within the Submitting Assertion.

A duplicate of every of Sutton, Bryan and Kutsch’s early warning report might be filed on the Firm’s profile on SEDAR+ (www.sedarplus.ca) and might also be requested by mail at Syntholene Power Corp. Suite 1723, 595 Burrard Road, Vancouver, BC V7X 1J1, Consideration: Company Secretary or cellphone at 604-684-6730.

The Shares and PSU issued, as relevant, and the Deferred Consideration Shares issuable, to Sutton, Bryan and Kutsch are usually not topic to minority approval or valuation necessities underneath Multilateral Instrument 61-101 Safety of Minority Safety Holders in Particular Transactions (“MI 61-101“) as every of them have been arm’s size events to the Firm previous to completion of the Share Alternate and Amalgamation. The next Grants have been made on Closing of the Transaction to sure administrators and officers of the Firm: (i) Sutton was issued 933,500 Choices, (ii) Bryan was issued 543,400 Choices, (iii) Kutsch was issued 100,000 RSUs topic to Tier 2 TSXV escrow and 543,400 Choices, (iv) Grant Tanaka was issued 300,000 RSUs topic to Tier 2 TSXV escrow, (v) Anna Pagliaro was issued 100,000 RSUs topic to Tier 2 TSXV escrow, (vi) Steve Oldham was issued 50,000 Choices, and (vii) Jen Hanson was issued 100,000 RSUs topic to Tier 2 TSXV escrow (collectively, the “Associated Social gathering Grants“). The Associated Social gathering Grants are exempt from the valuation necessities of MI 61-101 pursuant to paragraph 5.5(b) because the Firm is just not listed on a specified market. The Associated Social gathering Grants are exempt from the minority approval necessities of MI 61-101 pursuant to paragraph 5.7(1)(a) and the truthful market worth of every of the Associated Social gathering Grants is just not greater than 25% of the market capitalization of the Firm and the time of grant. The Associated Social gathering Grants stay topic to disinterested shareholder approval underneath TSXV insurance policies, and shall not vest or be exercisable till such approval is obtained.

Investor Relations and Market-Making Providers

Pre-Transaction Syntholene entered into an investor relations settlement dated August 28, 2025 (the “Kin Settlement“) with Kin Communications Inc. (“Kin“), a full-service investor relations company specializing within the junior mining exploration and growth sector (Suite 100 – 736 Granville Road, Vancouver, BC V6Z 1G3). Pre-Transaction Syntholene engaged Kin to offer investor relations companies till August 28, 2026 (the “Kin Preliminary Time period“), after which the Kin Settlement will proceed on a month-to-month foundation until in any other case agreed by Pre-Transaction Syntholene and Kin. Pre-Transaction Syntholene can pay and grant to Kin (i) a month-to-month price of $15,000, (ii) $500 for every day every worker of Kin attends a convention or occasion on behalf of Pre-Transaction Syntholene which falls on a weekend or vacation or which exceeds a complete 5 enterprise days per calendar quarter and (iii) 500,000 post-Consolidation Choices at an train worth of $0.375 per post-consolidation Share till December 9, 2028. The Kin Settlement could also be terminated by Pre-Transaction Syntholene or Kin (i) for breach of the Kin Settlement and (ii) following the Kin Preliminary Time period, by offering 30 days prior discover to the opposite social gathering. Kin and its principal, John Arlen Hansen, beneficially personal, straight or not directly, an mixture of 500,000 post-Consolidation Choices. Kin is arm’s-length to the Firm and isn’t engaged in market-making actions.

Pre-Transaction Syntholene entered right into a shopper companies settlement dated November 15, 2025 (the “SmallCap Settlement“) with SmallCap Communications Inc. (“SmallCap“), a full-service investor advertising agency for public corporations (306-310 Water Road, Vancouver, BC V6B 1B2). Pre-Transaction Syntholene engaged SmallCap to offer digital advertising companies till the sooner of (i) November 15, 2026 and (ii) the date that the prices related to the availability of companies exceeds the compensation thereunder. Pre-Transaction Syntholene can pay to SmallCap an mixture of $300,000, of which $150,000 is payable on every of (i) Closing and (ii) January 8, 2026. SmallCap and its principal, Rebecca Kerswell, don’t beneficially personal, straight or not directly, any securities of the Firm. SmallCap is arm’s-length to the Firm and isn’t engaged in market-making actions.

Pre-Transaction Syntholene entered into an investor relations settlement dated December 1, 2025 (the “Milestone Settlement“) with Milestone Capital Companions (“Milestone“), a consultancy agency (IFZA Enterprise Park, DDP, Dubai Silicon Oasis, Dubai, United Arab Emirates). Pre-Transaction Syntholene engaged Milestone to offer advertising and different investor relations companies. Pre-Transaction Syntholene can pay and grant to Milestone (i) a price of €260,000 and (ii) 500,000 post-Consolidation Choices at an train worth of $0.375 per Submit-Consolidation Share till December 9, 2028. The time period of the Milestone Settlement is for 12 months and could also be terminated by (i) Pre-Transaction Syntholene for breach of the Milestone Settlement and (ii) Pre-Transaction Syntholene or Milestone by offering 14 days prior discover to the opposite social gathering. Milestone and its principal, Christian Klingebiel, beneficially personal, straight or not directly, an mixture of 503,096 Shares and 500,000 Choices, all on a post-Consolidation foundation. Milestone is arm’s-length to the Firm and isn’t engaged in market-making actions.

Pre-Transaction Syntholene entered into an issuer buying and selling companies settlement dated November 20, 2025 (the “GIACP Settlement“) with Technology IACP Inc. (“GIACP“), pursuant to which GIACP will present the Firm with sure issuer buying and selling companies, together with buying and selling the Shares with the target of contributing to market liquidity of the Shares and offering periodic reporting of the market buying and selling exercise of the Shares. The companies might be supplied on the TSXV or such different inventory change in Canada because the Ensuing Issuer Shares shall be traded on once in a while. GIACP will commit its personal funds to buy the Shares and will act as agent for others to take action. As consideration, Pre-Transaction Syntholene can pay to GIACP a month-to-month price of $8,500 with such price topic to a 3% enhance on every anniversary of the GIACP Settlement. The preliminary time period of the GIACP is till Might 9, 2026, topic to automated renewals for subsequent six-month phrases. Pre-Transaction Syntholene could terminate the GIACP Settlement with 30 days written discover and GIACP could terminate the GIACP Settlement at any time with written discover.

GIACP and its principals don’t beneficially personal, straight or not directly, any securities of the Firm, and GIACP is an arm’s size social gathering to the Firm

The Firm intends to proceed the engagements with Kin, SmallCap, Milestone Capital and GIACP following Closing. Sure proceeds of the concurrent financing accomplished in reference to the Transaction might be used in the direction of investor relations, advertising and communications bills.

About Syntholene Power Corp.

Syntholene is actively commercializing a brand new manufacturing pathway for low-cost clear gas synthesis. The goal output is ultrapure artificial jet gas, manufactured at 70% decrease value than the closest competing know-how. The Firm’s mission is to ship the world’s first actually high-performance, low-cost, and carbon-neutral artificial gas at an industrial scale.

Syntholene’s power-to-liquid technique harnesses thermal power to energy proprietary integrations of hydrogen manufacturing and gas synthesis. Syntholene has secured 20MW of devoted power to help the Firm’s upcoming demonstration facility and industrial scale-up.

Based by skilled operators throughout superior power infrastructure, nuclear know-how, low-emissions metal refining, course of engineering, and capital markets, Syntholene’s mission is to be the primary staff to ship a scalable modular manufacturing platform for cost-competitive artificial gas, thus accelerating the commercialization of carbon-neutral eFuels throughout world markets.

Contact Info: For extra info and to sign-up to the mailing checklist, please contact:

Dan Suttton
Chief Government Officer
Tel: 604-684-6730
E mail: comms@syntholene.com

Sure info set forth on this information launch incorporates “ahead‐wanting statements” and “ahead‐wanting info” throughout the which means of relevant Canadian securities laws and relevant United States securities legal guidelines (referred to herein as ahead‐wanting statements). Apart from statements of historic reality, sure info contained herein constitutes ahead‐wanting statements which incorporates, however is just not restricted to, statements with respect to the ultimate acceptance of the Transaction by the TSXV and the meant use of the accessible funds.

Ahead-looking statements are sometimes recognized by means of phrases resembling “could”, “will”, “may”, “would”, “anticipate”, “imagine”, “anticipate”, “intend”, “potential”, “estimate”, “price range”, “scheduled”, “plans”, “deliberate”, “forecasts”, “targets” and comparable expressions. Ahead-looking statements on this information launch embrace with out limitation statements relating to the Firm’s plans for growth of its enterprise, plans for commercialization, plans for a facility, anticipated advantages of artificial gas, capitalization, efficiency of the Firm and its merchandise relative to opponents, investor relations and advertising, use of proceeds of the concurrent financing, and different statements. Ahead-looking statements are based mostly on a lot of components and assumptions made by administration and thought of cheap on the time such info is supplied. Assumptions and components embrace with out limitation: the combination of the Firm and Pre-Transaction Syntholene following Closing, and realization of advantages therefrom; the Firm’s skill to hold out the marketing strategy of the ensuing issuer, together with however not restricted to an effects-test and industrial scaleup focusing on deployment in This autumn 2025; market acceptance of the Firm’s merchandise; efficacy of the artificial gas; the usage of accessible funds; and the Firm’s skill to proceed elevating crucial capital to finance operations. Ahead‐wanting statements essentially contain identified and unknown dangers and uncertainties, which can trigger precise efficiency and monetary ends in future intervals to vary materially from any projections of future efficiency or consequence expressed or implied by such ahead‐wanting statements. These dangers and uncertainties embrace, however are usually not restricted to: dangers associated to the itemizing on the TSXV, together with, however not restricted to, the flexibility to acquire crucial approvals in respect of the itemizing; integration dangers; dangers regarding the operation of a public firm; and normal enterprise, financial and aggressive uncertainties. Though the Firm has tried to establish necessary components that would trigger precise actions, occasions or outcomes to vary materially from these described within the forward-looking statements, there could also be different components that trigger actions, occasions or outcomes to not be as anticipated, estimated or meant.

There will be no assurance that ahead‐wanting statements will show to be correct, as precise outcomes and future occasions may differ materially from these anticipated in such statements. The Firm undertakes no obligation to replace ahead‐wanting statements if circumstances or administration’s estimates or opinions ought to change besides as required by relevant securities legal guidelines. The forward-looking statements contained herein are introduced for the needs of helping traders in understanding the Firm’s plans, aims and targets, together with with respect to the Transaction, and might not be acceptable for different functions. Ahead-looking statements are usually not ensures of future efficiency, and the reader is cautioned to not place undue reliance on ahead‐wanting statements. Extra dangers impacting the Firm and its enterprise are described within the Submitting Assertion and ought to be reviewed.

This information launch doesn’t represent a proposal to promote, or a solicitation of a proposal to purchase, any securities in the US. The securities haven’t been and won’t be registered underneath the US Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities legal guidelines and might not be provided or bought inside the US or to U.S. Individuals until registered underneath the U.S. Securities Act and relevant state securities legal guidelines or an exemption from such registration is out there.

Neither TSX Enterprise Alternate nor its Regulation Providers Supplier (as that time period is outlined in insurance policies of the TSX Enterprise Alternate) accepts accountability for the adequacy or accuracy of this launch.

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