Vancouver, British Columbia--(Newsfile Corp. - May 6, 2025) - GK Resources Ltd. (TSXV: NIKL.H) ("GK") is pleased to announce that it has entered into a securities exchange agreement (the "Securities Exchange Agreement"), dated effective April 25, 2025, as amended from time to time, with Syntholene Energy Corp ("Syntholene") 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 (the "Transaction").
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 (the "TSXV").
About Syntholene
Syntholene is a private company incorporated pursuant to the laws of the State of Delaware on February 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 20MW energy offtake option partnership to support an effects-test and commercial scaleup targeting deployment in Q4 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 TSXV 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 (the "GK Shares") on a basis of 5:1 (the "Consolidation"), whereby each holder of common shares will receive one post-Consolidation common share (a "Post-Consolidation GK Share") for each 5 common shares held at the time of the Consolidation. Following the Consolidation, GK will have approximately 13,273,782 Post-Consolidation GK Shares issued and outstanding, as well as incentive stock options entitling the holders thereof to purchase an aggregate of 560,000 Post-Consolidation GK Shares.
Pursuant to the Transaction, GK will issue (a) an aggregate of 51,661,404 Post-Consolidation GK Shares to the shareholders of Syntholene (the "Syntholene Shareholders"), and (b) an aggregate of 2,967,000 Post-Consolidation common share purchase warrants to the warrant holders of Syntholene. The Post-Consolidation 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 10,750,000 Post-Consolidation 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 1,500,000 Post-Consolidation GK Shares upon the satisfaction of certain additional business milestones.
Certain Post-Consolidation 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 TSXV, including the securities to be issued to principals (as defined under the TSXV policies), which will be subject to the escrow requirements of the TSXV.
It is anticipated that the Resulting Issuer will continue the business of Syntholene under the name "Syntholene Energy Corp." (the "Name Change") and Syntholene will change its name to "Syntholene US 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 TSXV, 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+ at www.sedarplus.ca.
In connection with the Transaction, GK has entered into a finder's fee agreement with Simon Dyakowski (the "Finder"), an arm's length party, for the Finder's introduction of GK to Syntholene. GK has agreed to issue the Finder 300,000 Post-Consolidation GK Shares upon closing of the Transaction, subject to the approval by the TSXV.
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 (each, a "Resulting Issuer Share") 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% of the Resulting Issuer Shares; (ii) the former shareholders of GK will hold approximately 8.6% of the Resulting Issuer Shares; investors in the Brokered Financing will hold approximately 11.5% of the Resulting Issuer Shares; and (iii) the Finder will hold 0.5% of the Resulting Issuer Shares, on an undiluted basis. On a proforma basis, it is anticipated that the Resulting Issuer will have approximately C$3,000,000 (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 (the "Brokered Financing") to raise minimum gross proceeds of US$2,000,000 (the "Minimum Financing") and a maximum of US$3,500,000 by way of issuance of subscription receipts (each, a "Subscription Receipt") of GK, at a price of C$0.075 per Subscription Receipt (on a pre-Consolidation basis). Each Subscription Receipt will automatically convert, without any further action by the holder thereof and for no additional consideration, into one Pre-Consolidation 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 - CEO and Director
Dan Sutton is the Chief Executive Officer of Syntholene. He has 15 years of executive and project management leadership in designing, building, and operating first-of-a-kind (FOAK) manufacturing infrastructure. Dan is also a specialist in recruitment, sales, and government relations. Dan 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. Dan has deep regulatory experience, including diverse stakeholder mapping, public relations support, and government relations with relationships across municipal, state, and national regulators. Dan has also been successful in securing government grants including non-dilutive equity and zero interest loans. As Founder and CEO, Dan built and managed a diverse workforce across production, processing, quality assurance, distribution, institutional sales, B2B sales, and marketing.
Grant Tanaka - CFO
Grant is the Chief Financial Officer of GK. He brings over 15 years of financial leadership experience in the mining industry. He is also the Chief Financial Officer of Vizsla Copper Corp. and Vizsla Royalties Corp. Previously, he was the Director, Finance Operations with Ma'aden Gold & Base Metals. Prior to this, Grant held senior financial positions at Teck Resources Limited, New Gold Inc., Copper Mountain Mining Corporation, 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. Grant has a Bachelor's of Business Administration, specializing in Entrepreneurial Leadership and is a Canadian Chartered Professional Accountant (CPA).
Alexander Canon Bryan - Director
Canon 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 chief financial officer. Terrestrial is a global leader in commercial advanced nuclear power plant development and has announced plans to merge with a NASDAQ-listed SPAC in Q4 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 of over $2.5 billion. Mr. Bryan was also a founder of Uranium Energy Corp. in August 2004, where he served as VP Corporate Development until October 2007. UEC is the largest uranium mining company in the USA, with a current valuation over $2 billion. He has also served as chief financial officer, and on boards of directors, for private and public companies and non-profits in Canada and the USA. Mr. Bryan sits on the board of directors and the CFO Task Force of the UN Global Compact.
John Kutsch - Director and Chief Engineer
John 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 Illinois, Caldera Mine to Metal in Pea Ridge Missouri, 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 John left his role at Baxter International to start Whole World LLC 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. John 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
Anna 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 & Risk at Vizsla Silver Corp., where she oversees the company's legal affairs, project contracting, and risk management functions during a critical transition from exploration to development. Anna'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 Advisor to Ausenco's North American mining group, supporting project development across Canada, the U.S., 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. Anna 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 TSXV 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 TSXV) and no other circumstances exist which may compromise the independence of GK or other interested parties with respect to the Transaction; (ii) the TSXV 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 TSXV 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 TSXV, GK intends on filing a filing statement on its issuer profile on SEDAR+ (www.sedarplus.ca), 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 TSXV. 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 press release in accordance with the policies of the TSXV summary financial information in respect of Syntholene, and to the extent not contained in this press 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 TSXV.
About GK
GK is a reporting issuer incorporated under the laws of British Columbia and listed on the TSXV under the symbol NIKL.H. GK is backed by the Inventa Capital group.
For further information, please contact:
Jon Ward, Chief Executive Officer
Telephone: (604) 355-0303
Email: jon@inventacapital.ca
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of GK should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Information
This news release may contain certain "Forward-Looking Statements" as defined under applicable Canadian securities laws. When or if used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to: the timing of the Transaction; statements concerning the Resulting Issuer following completion of the Transaction (including composition of the board of directors and management team); completion of the Transaction; and expectations for other economic, business, and/or competitive factors.
Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While management of GK considers these assumptions to be reasonable based on information currently available, there is no assurance that such expectations will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include: the ability to consummate the Transaction; the ability to obtain requisite regulatory and security holder approvals and to satisfy other conditions to the consummation of the Transaction on the terms and at the times proposed; the impact of the announcement or consummation of the Transaction on relationships; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; changes in government regulation and regulatory compliance; and the diversion of management time on the Transaction. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.
The forward-looking information contained in this news release is stated as of the date of this news release. GK does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/250976
SOURCE: GK Resources Ltd.