Mr. Dan Sutton reports
SYNTHOLENE ENERGY CORP. ANNOUNCES CLOSING OF UPSIZED NON-BROKERED PRIVATE PLACEMENT
Syntholene Energy Corp. has successfully closed the final tranche of its previously announced non-brokered private placement for aggregate gross proceeds of approximately $2.3-million.
An aggregate of 5,148,543 units of the company were issued at a price of 45 cents per unit pursuant to the offering, with each unit comprising one common share of the company and one-half of one non-transferable common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share at an exercise price of 63 cents 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 company intends to use the proceeds of the offering for future testing and production at the company's demonstration facility in Husavik, Iceland, and for general working capital.
In connection with the offering, the company entered into a fiscal advisory agreement 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, as amended from time to time, to a period ending 18 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. 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. 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 warrant acceleration provision, the expiry date of the warrants may be accelerated if the daily trading price of the common shares equals or exceeds 90 cents on the TSX Venture Exchange (or such other exchange on which the shares may then be traded) for a period of 10 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 offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, 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 per cent 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.
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, which the company seeks to manufacture 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 operates the world's first geothermally integrated high-temperature electrolysis demonstration facility in Husavik, Iceland, which is now producing 99.9-plus-per-cent-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 e-fuels across global markets.
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