Mr. Jon Ward reports

GK ENTERS INTO AGREEMENT WITH SYNTHOLENE ENERGY FOR REVERSE TAKEOVER

GK Resources Ltd. has entered into a securities exchange agreement, dated effective April 25, 2025, as amended from time to time, with Syntholene Energy Corp. and the securityholders of Syntholene. Pursuant to the securities exchange agreement, GK will, among other things, acquire all of the issued and outstanding securities of Syntholene.

It is anticipated that the transaction will constitute a change of business and reverse takeover for GK under Policy 5.2, Changes of Business and Reverse Takeovers, of the corporate finance manual of the TSX Venture Exchange.

Syntholene is a private company incorporated pursuant to the laws of the State of Delaware on Feb. 5, 2024.

Syntholene is commercializing a new pathway for high-efficiency fuel synthesis paired to dedicated, high-temperature geothermal resources. The target output is molecularly pure synthetic fuel, produced at a lower cost than fossil fuels, for the first time. The company's mission is to deliver the world's first truly high performance, low-cost and carbon-neutral synthetic fuel through its scalable modular production system.

Syntholene's fuels are drop-in substitutable for conventional fossil fuels and can be used in existing engines, turbines and pipelines without retrofit, enabling seamless integration. Syntholene's power-to-liquid strategy harnesses high-temperature geothermal energy to power proprietary processes for hydrogen production and fuel synthesis. Syntholene has secured a 20-megawatt energy offtake option partnership to support an effects-test and commercial scale-up targeting deployment in Q4 (fourth quarter) 2025.

Syntholene's founding team includes experienced developers of advanced energy infrastructure, including the Terrestrial Energy IMSR reactor, the Caldera green steel hydrogen facility and the Senreq Syngas waste-to-energy plant. Syntholene's engineers and executives bring decades of expertise in system design, infrastructure deployment and regulatory navigation.

Founded by experienced operators in energy technology, capital markets and process engineering, Syntholene is developing a scalable, modular production platform designed to accelerate commercialization of low-cost carbon-neutral fuels across global markets.

Summary of the transaction

It is the intention of the parties that GK, following the closing of the transaction (then referred to as the resulting issuer), will be listed on the TSX Venture Exchange as a Tier 2 technology issuer and that the business of the resulting issuer will be the business of Syntholene.

In connection with completion of the transaction, GK will consolidate its common shares on a basis of 1:5, whereby each holder of common shares will receive one postconsolidation common share for each five common shares held at the time of the consolidation. Following the consolidation, GK will have approximately 13,273,782 postconsolidation GK shares issued and outstanding, as well as incentive stock options entitling the holders thereof to purchase an aggregate of 560,000 postconsolidation GK shares.

Pursuant to the transaction, GK will issue: (a) an aggregate of 51,661,404 postconsolidation GK shares to the shareholders of Syntholene; and (b) an aggregate of 2,967,000 postconsolidation common share purchase warrants to the warrant holders of Syntholene. The postconsolidation GK shares issued to Syntholene shareholders have an aggregate deemed value of $19,373,025. In addition, GK has agreed to issue up to an aggregate of 10.75 million postconsolidation GK shares to the Syntholene shareholders upon satisfaction of certain business milestones. GK will enter into agreements with persons who will be entitled to receive up to an aggregate of 1.5 million postconsolidation GK shares upon the satisfaction of certain additional business milestones.

Certain postconsolidation GK shares to be issued pursuant to the transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSX-V, including the securities to be issued to principals (as defined under the TSX-V policies), which will be subject to the escrow requirements of the TSX-V.

It is anticipated that the resulting issuer will continue the business of Syntholene under the name Syntholene Energy Corp. and Syntholene will change its name to Syntholene U.S. Energy Corp. The business of the resulting issuer will be primarily focused on commercializing a new pathway for high-efficiency fuel synthesis paired to dedicated, high-temperature geothermal resources.

The securities exchange agreement includes a number of conditions precedent to the closing of the transaction, including, but not limited to, completion of the brokered financing (as defined herein), the consolidation and the name change, approval of the TSX-V, including the satisfaction of its listing requirements, and the satisfaction of other closing conditions customary to transactions of this nature. There can be no assurance that the transaction will be completed as proposed or at all. Following completion of the transaction, Syntholene will become a wholly owned subsidiary of GK, which will form the resulting issuer. The foregoing is a summary of the securities exchange agreement and is qualified in its entirety by the securities exchange agreement, a copy of which will be available under GK's profile on SEDAR+.

In connection with the transaction, GK has entered into a finder's fee agreement with Simon Dyakowski, an arm's-length party, for the finder's introduction of GK to Syntholene. GK has agreed to issue the finder 300,000 postconsolidation GK shares upon closing of the transaction, subject to the approval by the TSX-V.

It is expected that, upon completion of the transaction and the minimum financing (as defined below), the resulting issuer will have approximately 66,042,684 shares issued and outstanding on an undiluted basis. Upon completion of the transaction and the minimum financing, it is expected that: (i) the former shareholders of Syntholene will hold approximately 78.2 per cent of the resulting issuer shares; (ii) the former shareholders of GK will hold approximately 8.6 per cent of the resulting issuer shares; investors in the brokered financing will hold approximately 11.5 per cent of the resulting issuer shares; and (iii) the finder will hold 0.5 per cent of the resulting issuer shares, on an undiluted basis. On a pro forma basis, it is anticipated that the resulting issuer will have approximately $3-million (Canadian) (assuming completion of the minimum financing) in cash available upon the completion of the transaction.

Brokered financing

In connection with the transaction, GK intends to complete a brokered financing to raise minimum gross proceeds of $2-million (U.S.) and a maximum of $3.5-million (U.S.) by way of issuance of subscription receipts of GK, at a price of 7.5 cents per subscription receipt (on a preconsolidation basis). Each subscription receipt will automatically convert, without any further action by the holder thereof and for no additional consideration, into one preconsolidation common share upon closing of the transaction.

The net proceeds of the brokered financing will be used to advance Syntholene's engineering and development programs, including construction of its effects-test facility in Iceland, as well as for general working capital purposes.

Directors and officers of the resulting issuer

It is expected that at closing of the transaction, the following individuals will constitute the board and management of the resulting issuer.

Dan Sutton, chief executive officer and director

Mr. Sutton is the CEO of Syntholene. He has 15 years of executive and project management leadership in designing, building and operating first-of-a-kind (FOAK) manufacturing infrastructure. Mr. Sutton is also a specialist in recruitment, sales and government relations. Mr. Sutton served as the CEO of Tantalus Labs since founding it in 2012. He deployed 120,000 square feet of advanced greenhouse infrastructure, which his team designed, built and operated, built the team to 150 employees, and achieved over $50-million in all time revenues. Mr. Sutton has deep regulatory experience, including diverse stakeholder mapping, public relations support and government relations, with relationships across municipal, state and national regulators. Mr. Sutton has also been successful in securing government grants, including non-dilutive equity and zero-interest loans. As founder and CEO, Mr. Sutton built and managed a diverse work force across production, processing, quality assurance, distribution, institutional sales, B2B (business-to-business) sales and marketing.

Grant Tanaka, chief financial officer

Mr Tanaka is the CFO of GK. He brings over 15 years of financial leadership experience in the mining industry. He is also the CFO of Vizsla Copper Corp. and Vizsla Royalties Corp. Previously, he was the director, finance operations, with Ma'aden Gold & Base Metals. Prior to this, Mr. Tanaka held senior financial positions at Teck Resources Ltd., New Gold Inc., Copper Mountain Mining Corp. and Bisha Mining Share Company, an operating subsidiary of Nevsun Resources. He has experience at both the corporate and operational levels, having worked throughout North America, Mexico, Africa and the Middle East, in gold, base metals and coal operations. Mr. Tanaka has a bachelor's of business administration, specializing in entrepreneurial leadership, and is a Canadian chartered professional accountant (CPA).

Alexander Canon Bryan, director

Mr. Bryan is on the board of directors. He is a financial executive and founder with over 25 years of experience building energy and materials companies. Mr. Bryan has been a founding shareholder in multiple multibillion-dollar companies. He founded Terrestrial Energy in 2012, where he serves as CFO. Terrestrial is a global leader in commercial advanced nuclear power plant development and has announced plans to merge with a Nasdaq Stock Market-listed SPAC in Q4 (fourth quarter) 2025 at a combined pro forma equity value of over $1.1-billion. Mr. Bryan was a founder of NioCorp Developments in October, 2009. NioCorp is developing the largest and richest niobium deposit in North America, which has a projected NPV (net present value) of over $2.5-billion. Mr. Bryan was also a founder of Uranium Energy Corp. in August, 2004, where he served as vice-president (VP), corporate development, until October, 2007. UEC is the largest uranium mining company in the United States, with a current valuation over $2-billion. He has also served as CFO and on boards of directors, for private and public companies and non-profits in Canada and the U.S. Mr. Bryan sits on the board of directors and the CFO task force of the United Nations Global Compact.

John Kutsch, director and chief engineer

Mr. Kutsch is the chief engineer of Syntholene. He brings over 30 years of experience in systems design and implementation for large industrial companies. He has led innovation and design engineering across diverse advanced energy implementations, including the Senreq Syngas waste-to-energy plant in Morris, Ill., Caldera mine to metal in Pea Ridge, Mo., and NREL's Gratzel effect solar cells. He was also the lead designer of the Integral molten salt reactor (IMSR) fission reactor for one of the world's leading developers of Gen-IV nuclear systems, Terrestrial Energy. Mr. Kutsch is a design engineering project manager, a pro engineer (Wildfire, Creo, CAD) expert and design educator. In 1994, Mr. Kutsch left his role at Baxter International to start Whole World LLC, an engineering firm. For the last 30 years, he has built a strong consultancy and relationships with finite element analysis (FEA) engineers, electronic designers, programmable logic controllers (PLC) programmers, rapid prototypers, tool and die makers, and machinists. He has close relationships with a wide network of other leading and engineering and chemistry consultancies. This has led to an extensive career on military research projects, energy systems and medical product development, as well as hundreds of consumer-oriented products. Mr. Kutsch was also the principal founding member of the Thorium Energy Alliance, a 501(c)3 research advocacy group that is the leading advocate for thorium-based energy and materials solutions.

Anna Pagliaro, director

Ms. Pagliaro is a senior corporate leader with over a decade of experience in corporate governance, legal strategy and commercial operations across publicly listed companies. She is currently the director of commercial and risk at Vizsla Silver, where she oversees the company's legal affairs, project contracting and risk management functions during a critical transition from exploration to development. Ms. Pagliaro's career spans key leadership roles in both the public and private sectors. She previously served as senior manager of commercial operations at Ausenco Engineering, where she oversaw the implementation of commercial frameworks and governance protocols across a diverse portfolio of projects in mining, renewables and environmental infrastructure. Earlier in her career, she was legal adviser to Ausenco's North American mining group, supporting project development across Canada, the United States and Latin America. She began her career in the junior mining space, holding legal and corporate roles with Integra Gold Corp. and NexGen Energy Ltd. Ms. Pagliaro brings deep expertise in board governance, legal structuring and operational oversight within the mining industry. She holds a bachelor of laws from Adelaide University in South Australia.

The board of directors of the resulting issuer will include an additional nominee to be identified by Syntholene.

Shareholder approval

Pursuant to Section 4.1 of TSX-V Policy 5.2, GK will not be obtaining shareholder approval of the transaction as: (i) the transaction is not a related party transaction and does not involve any non-arm's-length parties (as such terms are defined in the policies of the TSX-V), and no other circumstances exist that may compromise the independence of GK or other interested parties with respect to the transaction; (ii) the TSX-V has confirmed to GK that, in its view, GK is without active operations; (iii) GK is not subject to, and, to the best of its knowledge will not be subject to, a cease trade order on completion of the transaction; and (iv) shareholder approval of the transaction is not required under applicable corporate and securities laws.

Sponsorship

Sponsorship of the transaction may be required by the TSX-V unless a waiver is granted by the exchange. GK intends to apply for a waiver of sponsorship; however, there can be no guarantee that a waiver will be granted.

Filing statement

In connection with the transaction and pursuant to the requirements of the TSX-V, GK intends on filing a filing statement on its issuer profile on SEDAR+, which will contain relevant details regarding the transaction, GK, Syntholene and the resulting issuer.

Trading halt

Trading in the common shares of GK has been halted, and will remain halted, pending the satisfaction of all applicable requirements of Policy 5.2 of the TSX-V. There can be no assurance that trading of common shares of GK will resume prior to the completion of the transaction.

Additional information

GK will issue a subsequent news release in accordance with the policies of the TSX-V summary financial information in respect of Syntholene, and to the extent not contained in this news release, additional information with respect to the brokered financing, history of Syntholene and the remaining information to be disclosed in accordance with the policies of the TSX-V.

About GK Resources Ltd.

GK is a reporting issuer incorporated under the laws of British Columbia and listed on the TSX-V under the symbol NIKL.H. GK is backed by the Inventa Capital group.

We seek Safe Harbor.