18:45:23 EDT Thu 27 Aug 2026
Enter Symbol
or Name
USA
CA



Syntholene Energy Corp.
Symbol ESAF
Shares Issued 82,638,274
Close 2026-08-27 C$ 0.395
Market Cap C$ 32,642,118
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ORIGINAL: Syntholene Energy Corp. Announces Closing of Upsized Non-Brokered Private Placement

2026-08-27 16:30 ET - News Release

Chicago, Illinois--(Newsfile Corp. - August 27, 2026) - Syntholene Energy Corp. (TSXV: ESAF) (FSE: 3DD0) (OTCQB: SYNTF) ("Syntholene" or the "Company") announced today the successful closing of the final tranche of its previously announced non-brokered private placement for aggregate gross proceeds of approximately $2.3 million (the "Offering").

An aggregate of 5,148,543 units of the Company ("Units") were issued at a price of $0.45 per Unit pursuant to the Offering, with each Unit comprised of one common share of the Company (a "Common Share") and one-half of one non-transferable Common Share purchase warrant (each full warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.63 for a period of two years from the date of issuance of the Warrant, subject to an acceleration provision in accordance with the terms of the Warrant (the "Acceleration Provision").

The Company intends to use the proceeds of the Offering for future testing and production at the Company's demonstration facility in Húsavík, Iceland (the "Demonstration Facility") and for general working capital.

In connection with the Offering, the Company entered into a fiscal advisory agreement with Canaccord Genuity Corp. ("Canaccord") 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 September 18, 2025, as amended from time to time, to a period ending eighteen months from closing of the Offering, and for the Company to pay certain fees to Canaccord in connection with the Offering. In connection with the Offering, Canaccord was paid an aggregate cash commission of $44,156 and issued 111,111 Common Shares, 55,555 Warrants and 98,124 non-transferable broker warrants ("Broker Warrants"). Each Broker Warrant is exercisable into one Common Share at $0.45 per share for a period of two years from the date of issuance. In connection with the Offering, the Company also issued other finders an aggregate of 63,137 Broker Warrants and paid other finders aggregate cash commissions of $46,664, which included a $18,252 cash commission to Milestone Capital Partners.

All securities issued pursuant to the Offering, and any Common Shares underlying the Warrants and Broker Warrants, will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

Pursuant to the Warrants' Acceleration Provision, the expiry date of the Warrants may be accelerated if the daily trading price of the Common Shares equals or exceeds $0.90 on the TSX Venture Exchange (or such other exchange on which the shares may then be traded) for a period of ten consecutive trading days in which event the Issuer may in its discretion accelerate the expiry date of the Warrants by giving notice via news release and, in such case, the Warrants will expire on the 30th day after the date on which the news release is disseminated.

The securities issued pursuant to the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, or for the account or benefit of U.S. persons, absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

The Offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as John Kutsch, a director and officer of the Company, acquired 78,333 Units for $35,249. Pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101, the Offering 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 Offering is not greater than 25% of the market capitalization of the Company. The aforementioned director disclosed his interest in the Offering to the board of directors of the Company, and the disinterested members of the board approved the Offering and related party transactions under applicable corporate law. In connection with the Offering, each investor in the Offering entered into a standard form of subscription agreement with the Company containing customary terms for a private placement of the nature of the Offering. The Company did not file a material change report in respect of the Offering at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

This announcement has been prepared for publication in Canada and may not be released to U.S. wire services or distributed in the United States.

About Syntholene

Syntholene is actively commercializing its novel Hybrid Thermal Production System for low-cost clean fuel synthesis. The target output is ultrapure synthetic jet fuel, which the Company seeks to manufacture at 70% 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 operates the world's first geothermally-integrated high temperature electrolysis demonstration facility in Husavik, Iceland, which is now producing 99.9%+ purity Hydrogen.

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 eFuels across global markets.

For further information, please contact:
Dan Sutton, CEO
comms@syntholene.com 
www.syntholene.com
+1 608-305-4835

X: @Syntholene
Linkedin: Syntholene Energy
Youtube: Syntholene Energy

Investor Relations
KIN Communications Inc.
604-684-6730
ESAF@kincommunications.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "aims", "continue", "estimate", "objective", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. All statements, other than statements of historical fact, including but not limited to statements regarding investor demand, the anticipated use of proceeds of the Offering, the exercise of the Acceleration Provision, testing and production planned at the Demonstration Facility, including the timing thereof and the proposed use of data from such testing, commercial scalability, offtakes, project financing, economic benefits of the Company's products relative to competitive products, the Company's ability to execute on its plans for advancement and commercialization of its technology, technical and economic viability, anticipated benefit of eFuel, and future commercial opportunities are forward-looking statements.

The forward-looking statements and information are not a guarantee of future performance and are based on certain key expectations and assumptions made by the Company, including without limitation the assumption that the Company will be able to execute its business plan in the manner and timeline set forth in its public disclosure or at all, including that it will use the proceeds of the Offering, if any, as described herein, that the Demonstration Facility will operate as expected, that the eFuel will have its expected benefits, that there will be market adoption, that the Company's review of the competitive landscape and that its understanding of being the world's first Company to have geothermal-SOEC integration remain accurate, that any potential competitors to the Company would not be able to develop or execute geothermal-SOEC integration as quickly or as well as the Company, that the Company will be able to produce the eFuel at competitive pricing in the range anticipated in this news release, or at all, that the proposed testing will be able to be completed, and that the results from such tests will validate the Company's technology and support further commercialization, that geothermal heat will be available to the Company at the necessary levels, that the Company will continue to have access to skilled personnel with relevant experience, that regulatory requirements remain favourable for the Company and that the Company will be able to access financing as needed to fund its business plan. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all or that such information will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature, they involve inherent risks and uncertainties.

Actual results could differ materially from those currently anticipated due to a number of factors and risks, including, without limitation, Syntholene's ability to operate the Demonstration Facility and complete planned testing, that the results of the testing will support continued commercialization and the Company's technology, that the engaged service providers do not have the necessary skills to and do not advance the Company's business plan, that there are competitors in geothermal-SOEC integration that are unknown to the Company, that the Company may not be able to produce eFuel at the targeted prices or at a price that is lower than potential competitors, the reliability of third party information, that definitive commercial purchase orders for Syntholene's eFuel may not materialize, Syntholene's ability to meet production targets, realize projected economic benefits, overcome technical challenges, secure financing, maintain regulatory compliance, manage geopolitical risks, and successfully negotiate definitive terms. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about the cost and pricing of the eFuel product that Syntholene is seeking to commercialize, which is subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this news release was made as of the date hereof and was provided for the purpose of describing the anticipated effects of advancement of Syntholene's business operations. Syntholene's actual results, performance or achievement could differ materially from those expressed in, or implied by, such FOFI. Syntholene disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained herein should not be used for purposes other than for which it is disclosed herein.

Readers are advised to exercise caution and not to place undue reliance on the forward-looking statements and FOFI in this news release.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/311877

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