Mr. Jon Ward reports

GK RESOURCES AND SYNTHOLENE ENERGY ANNOUNCE BROKERED PRIVATE PLACEMENT OF UP TO C$4.0 MILLION

GK Resources Ltd. and Syntholene Energy Corp. have entered into an engagement letter agreement with Canaccord Genuity Corp., as the sole lead manager and sole bookrunner, on behalf of a syndicate of agents including Haywood Securities Inc. and Ventum Financial Corp., in connection with a commercially reasonable efforts basis, private placement offering of up to 53,333,333 subscription receipts of an affiliate of Syntholene (FinCo) at a price of 7.5 cents per subscription receipt for aggregate gross proceeds of up to $4-million.

The companies have granted the agents an option, exercisable at any time prior to the closing date (as defined below), to increase the size of the offering by up to 15 per cent.

The offering is being conducted in connection with the proposed reverse takeover (RTO) transaction between GK and Syntholene will result in the common shares of the resulting entity (the resulting issuer) being listed on the TSX Venture Exchange. Upon completion of the RTO, the current business of Syntholene will become the business of the resulting issuer. In connection with the RTO, FinCo will complete an amalgamation with a newly incorporated, wholly owned subsidiary of GK. Pursuant to the amalgamation, each one common share of FinCo will be exchanged for one common share of the resulting issuer.

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

Each subscription receipt will entitle the holder thereof, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of the escrow release conditions (as defined below) to receive one FinCo share.

The offering is anticipated to close on or before Sept. 15, 2025, or such other date as the companies and Canaccord may agree upon. The closing of the offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the exchange.

On the closing date, the gross proceeds of the offering less 50 per cent of the commission (as defined below) and all of the estimated expenses of the agents payable by the companies will be delivered to and held by an escrow agent mutually acceptable to the companies and Canaccord and invested in an interest-bearing account.

Upon the satisfaction of the following conditions the escrow agent will release from the escrowed funds: (i) to the agents, the remaining 50 per cent of the commission, and (ii) to FinCo, all remaining escrowed funds:

• Completion of the RTO;
• The common shares being approved for listing on the exchange;
• The receipt of all regulatory, shareholder and third party approvals, if any, required in connection with the RTO;
• Counsel to the resulting issuer having delivered an opinion addressed to the agents confirming, among other things, that the securities of GK issued in connection with the exchange of the securities of FinCo pursuant to the amalgamation will be free of any statutory hold periods in Canada upon the issue thereof;
• Satisfaction or waiver of all conditions precedent to the completion of the amalgamation;
• Each of the companies will not be in breach or default of any of its covenants or obligations and all conditions with respect to the offering will have been fulfilled.

If the escrow release conditions are not satisfied on or before Oct. 31, 2025, or, if prior to such time, the definitive agreements in respect of the RTO are terminated or Syntholene has advised the escrow agent and the agents, or announced to the public, that the RTO will not be completed, starting on the second business day following such date, the escrowed funds plus accrued interest will be used by Syntholene to repurchase the subscription receipts at a redemption price per subscription receipt equal to the offering price plus a pro rata amount of any interest accrued in respect of the escrowed funds to the date of redemption.

The agents will receive a commission equal to 6 per cent of the aggregate gross proceeds of the offering payable in cash or subscription receipts, or any combination of cash or subscription receipts at the option of Canaccord. The commission will be reduced to 3 per cent on the portion of the offering made available to purchasers identified by Syntholene.

The agents will also receive warrants exercisable at any time prior to the date that is 24 months from the date the escrow release conditions are satisfied to acquire that number of common shares which are equal to 6 per cent of the number of subscription receipts sold under the offering, at the offering price. The number of agents' warrants will be reduced to 3 per cent on the portion of the offering made available to purchasers on the president's list. Pursuant to a finder's fee agreement, a certain finder will be entitled to a fee equal to 1 per cent of the gross proceeds raised from certain purchasers on the president's list.

About GK Resources Ltd.

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

We seek Safe Harbor.