Mr. Dan Sutton reports

SYNTHOLENE ENERGY CORP. CLOSES OVERSUBSCRIBED $3.75 MILLION NON-BROKERED PRIVATE PLACEMENT

Syntholene Energy Corp. has closed its previously announced non-brokered private placement for aggregate gross proceeds of $3.75-million.

"We are thrilled to have successfully closed this financing, which reflects strong investor confidence in Syntholene's technology and vision," said Daniel Sutton, chief executive officer. "These proceeds will accelerate the development of our demonstration facility in Iceland as we continue to advance our mission of delivering cost-competitive, carbon-neutral synthetic fuel."

An aggregate of 8,333,333 units were issued at a price of 45 cents per unit pursuant to the financing, with each unit comprising one common share of the company and one non-transferable common share purchase warrant. Each warrant is exercisable into one additional common share at an exercise price of 63 cents for a period of two years from the date of issuance, subject to an acceleration provision, whereby the company may accelerate the expiry date of the warrants if the daily trading price of the common shares equals or exceeds 90 cents on the TSX Venture Exchange for a period of 10 consecutive trading days, in which case the warrants will expire on the 30th day after the date on which notice is given by news release.

Gross proceeds from the financing are expected to be used toward the procurement and assembly of components for the company's planned demonstration facility in Iceland and toward corporate marketing initiatives, investor relations and working capital.

In connection with the financing, the company entered into a fiscal advisory agreement dated Feb. 11, 2026, with Canaccord Genuity Corp., pursuant to which the company and Canaccord agreed to extend the right of first refusal under the agency agreement between the company, Canaccord and other agents dated Sept. 18, 2025, to a period ending 18 months from closing of the financing, and for the company to pay certain fees to Canaccord in connection with the financing. On closing of the financing, Canaccord was paid a cash commission of $112,032 and issued 248,960 non-transferable broker warrants, 111,111 corporate finance shares and 111,111 non-transferable corporate finance warrants. Each broker warrant is exercisable into one common share at 45 cents per share for a period of two years from the date of issuance. Each corporate finance warrant is exercisable into one common share at 63 cents per share for a period of two years from the date of issuance, subject to the acceleration provision.

In addition, the company entered into a finder's fee agreement dated March 2, 2026, with Haywood Securities Inc., pursuant to which the company agreed to pay certain fees to Haywood in connection with the financing. On closing of the financing, Haywood was paid a cash commission of $7,992 and issued 17,760 non-transferable broker warrants. Each broker warrant is exercisable into one common share at 45 cents per share for a period of two years from the date of issuance.

All securities issued pursuant to the financing are subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

The financing constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as certain related parties of the company participated in the financing as follows: John Kutsch, director and officer, acquired 1,455,556 units for $655,000; Grant Tanaka, chief financial officer, acquired 111,111 units for $50,000; and Anna Pagliaro, director, acquired 22,222 units for $10,000. Pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, the financing is exempt from the requirement to obtain a formal valuation and minority shareholder approval in respect of this transaction as the company is not listed on the specified markets set out in MI 61-101 and the fair market value of the consideration from the related parties participating in the financing is not greater than 25 per cent of the market capitalization of the company. The aforementioned directors disclosed their interest in the financing to the board of directors of the company, and the disinterested members of the board approved the financing and related party transactions under applicable corporate law. In connection with the financing, each investor in the financing entered into a standard form of subscription agreement with the company containing customary terms for a private placement of the nature of the financing. The company did not file a material change report in respect of the financing at least 21 days before the closing of the financing, which the company deems reasonable in the circumstances in order to complete the financing in an expeditious manner.

Early warning disclosure -- acquisition by Mr. Kutsch

Mr. Kutsch, a director of the company, acquired 1,455,556 units pursuant to the financing for aggregate consideration of $655,000, representing a price of 45 cents per unit. Immediately prior to closing of the financing, Mr. Kutsch beneficially owned, directly or indirectly, 15,583,467 common shares, 543,400 options, 100,000 restricted share units (RSUs) and 2,386,755 deferred consideration shares (DCSs), representing approximately 22.6 per cent of the issued and outstanding common shares on a non-diluted basis and, assuming the settlement of all RSUs into common shares, exercise of all options into common shares and issuance of all DCSs, approximately 25.86 per cent of the issued and outstanding common shares on a partially diluted basis. Immediately following closing of the financing, Mr. Kutsch beneficially owns, directly or indirectly, 17,039,023 common shares, 543,400 options, 100,000 RSUs, 2,386,755 DCSs and 1,455,556 warrants, representing approximately 21.96 per cent of the issued and outstanding common shares on a non-diluted basis and, assuming the settlement of all RSUs into common shares, exercise of all options and warrants into common shares and issuance of all DCSs, approximately 26.23 per cent of the issued and outstanding common shares on a partially diluted basis. The common shares held by Mr. Kutsch are held for investment purposes and were acquired for investment. Mr. Kutsch has a long-term view of the investment and may acquire additional securities of the company either on the open market, through private acquisitions or as compensation or sell the securities on the open market or through private dispositions in the future, depending on market conditions, general economic and industry conditions, the company's business and financial condition, reformulation of plans, and/or other relevant factors. Certain securities held by Mr. Kutsch as subject to Tier 2 escrow in accordance with TSX-V policies, as described in the filing statement dated Nov. 30, 2025, a copy of which is filed on the company's profile on SEDAR+.

A copy of Mr. Kutsch's early warning report will be filed on the company's profile on SEDAR+ and may also be requested by mail at Syntholene Energy, Suite 1723, 595 Burrard St., Vancouver, B.C., V7X 1J1, attention: corporate secretary, or by phone at 604-684-6730.

About Syntholene Energy Corp.

Syntholene is actively commercializing its novel hybrid thermal production system for low-cost clean fuel synthesis. The target output is ultrapure synthetic jet fuel, manufactured at 70 per cent lower cost than the nearest competing technology today. The company's mission is to deliver the world's first truly high-performance, low-cost and carbon-neutral synthetic fuel at an industrial scale, unlocking the potential to produce clean synthetic fuel at lower cost than fossil fuels, for the first time.

Syntholene's power-to-liquid strategy harnesses thermal energy to power proprietary integrations of hydrogen production and fuel synthesis. Syntholene has secured 20 megawatts of dedicated energy to support the company's coming demonstration facility and commercial scale-up.

Founded by experienced operators across advanced energy infrastructure, nuclear technology, low-emissions steel refining, process engineering and capital markets, Syntholene aims to be the first team to deliver a scalable modular production platform for cost-competitive synthetic fuel, thus accelerating the commercialization of carbon-neutral e-fuels across global markets.

We seek Safe Harbor.