Vancouver, British Columbia--(Newsfile Corp. - November 18, 2025) - GK Resources Ltd. (TSXV: NIKL.H) ("GK" or the "Company") and Syntholene Energy Corp. ("Syntholene") (together, the "Parties") are pleased to announce, in connection with the previously announced reverse takeover transaction between the Parties (the "Transaction"):
- the completion of the second and final tranche (the "Second Tranche") of a brokered private placement of subscription receipts (the "Offering") of FinCo (as defined below); and
- GK's entry into the amalgamation agreement dated November 18, 2025 (the "Amalgamation Agreement") with a special purpose financing vehicle of Syntholene ("FinCo") and a wholly owned subsidiary of GK ("SubCo").
The Company received conditional acceptance from the TSX Venture Exchange (the "Exchange") for the Transaction on October 28, 2025. The Parties are working diligently to satisfy all remaining conditions to complete the Transaction, including the preparation of the Company's filing statement in respect of the Transaction and other final listing materials required by the Exchange.
Please refer to the Company's news releases dated May 6, 2025, May 16, 2025, July 9, 2025 and September 18, 2025 for additional information on the Transaction.
Under the Second Tranche, FinCo issued 27,807,798 subscription receipts ("Subscription Receipts") at a price of C$0.075 per Subscription Receipt for gross proceeds of C$2,085,585, for an aggregate of 46,518,522 Subscription Receipts for aggregate gross proceeds of C$3,488,889 under the Offering. An additional 759,430 broker warrants of FinCo (each a "FinCo Broker Warrant") were issued to a syndicate of agents led by Canaccord Genuity Corp., as lead agent, on behalf of Haywood Securities Inc. and Ventum Financial Corp. (collectively, the "Agents") in connection with the first tranche of the Offering (the "First Tranche"); no FinCo Broker Warrants were issued under the Second Tranche.
The net proceeds of the Offering will be used to advance Syntholene's engineering and development programs, including progress towards construction of its effects-test facility in Iceland, and for general working capital purposes.
FinCo completed the Offering pursuant to an agency agreement dated September 18, 2025 (the "Agency Agreement") between GK, Syntholene, FinCo and the Agents. In connection with the closing of the Transaction, each Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, into one common share of FinCo (a "FinCo Share") upon satisfaction or waiver of the escrow release conditions (the "Escrow Release Conditions") and other terms set out in the subscription receipt agreement dated September 18, 2025 (the "Subscription Receipt Agreement") between GK, Syntholene, FinCo, Odyssey Trust Company ("Odyssey") and the Lead Agent. Immediately following conversion of the Subscription Receipts into FinCo Shares, the FinCo Shares and FinCo Broker Warrants will be exchanged for pre-Consolidation (as defined below) common shares or warrants, as applicable, of GK on a one-for-one basis pursuant to a three-cornered amalgamation among GK, GK SubCo and FinCo on the terms and conditions of the Amalgamation Agreement.
Following completion of the Transaction and amalgamation, GK is expected to change its name to "Syntholene Energy Corp." (the "Resulting Issuer") and the common shares of the Resulting Issuer will be consolidated on the basis of five pre-consolidation common shares for one post-consolidation common share (the "Consolidation"), resulting in a deemed value of C$0.375 for each post-Consolidation common share (a "Resulting Issuer Share").
The gross proceeds of the Offering, net of the Agents' expenses and 50% of the Agents' commission in respect of the First Tranche and fees, are being held in escrow (the "Escrowed Funds") pursuant to the terms of the Subscription Receipt Agreement. Upon satisfaction or waiver of the Escrow Release Conditions on or before December 12, 2025 (the "Escrow Release Deadline"), the Escrowed Funds together with any interest earned thereon will be released to the Resulting Issuer (and to the Agents in respect of the remaining Agents' commission and fees). If the Escrow Release Conditions are not satisfied or waived on or before the Escrow Release Deadline, or if the Transaction is terminated, the Subscription Receipts will be cancelled without any further action and the Escrowed Funds and any interest earned thereon will be returned to subscribers on a pro rata basis, with any shortage of funds being paid by GK and Syntholene. Pursuant to the Agency Agreement, the Agents are entitled to receive (i) a corporate finance fee of C$31,250 which will be paid by the issuance of 83,333 Resulting Issuer Shares at a deemed price of C$0.375 per share and (ii) the remaining balance of cash commission of C$28,478 for the First Tranche. Each post-Consolidation Resulting Issuer broker warrant issued in exchange for the FinCo Broker Warrants (each, a "Broker Warrant") entitles the holder to acquire one Resulting Issuer Share at an exercise price of C$0.375 until the date that is 24 months following the date of the completion of the Transaction. The Resulting Issuer Shares and Broker Warrants issued pursuant to the Amalgamation in exchange for the FinCo Shares and FinCo Broker Warrants will not be subject to a statutory hold period.
Copies of the Agency Agreement and the Subscription Receipt Agreement are available, and a copy of the Amalgamation Agreement will be filed, on GK's SEDAR+ profile at www.sedarplus.ca.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor will there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
About Syntholene Energy Corp.
Syntholene is actively commercializing a new production pathway for low-cost clean fuel synthesis. The target output is ultrapure synthetic jet fuel, produced at low-cost for the first time. Syntholene's mission is to deliver the world's first truly high-performance, low-cost, and carbon-neutral synthetic fuel at industrial scale.
Syntholene's power-to-liquid strategy harnesses thermal energy to power proprietary processes for hydrogen production and fuel synthesis. Syntholene has secured a 20MW energy agreement to support Syntholene's upcoming demonstration facility and commercial scaleup.
Founded by experienced operators across advanced energy infrastructure, nuclear technology, low-emissions steel refining, process engineering, and capital markets, Syntholene's mission is to be the first team to deliver a truly scalable modular production platform for cost-competitive synthetic fuel, and to accelerate commercialization of carbon-neutral fuels across global markets.
About GK Resources Ltd.
GK Resources Ltd. is a mineral property exploration company that completed its initial public offering on March 21, 2019. On March 25, 2019, the shares of GK began trading on the TSX Venture Exchange under the stock symbol NIKL.
Contact Information: For more information and to sign-up to the mailing list, please contact:
Jon Ward
Chief Executive Officer
Tel: (604) 355-0303
Email: jon@inventacapital.ca
Certain information set forth in this news release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian securities legislation and applicable United States securities laws (referred to herein as forward-looking statements). Except for statements of historical fact, certain information contained herein constitutes forward-looking statements which includes, but is not limited to, statements with respect to: the closing of the Transaction, including receipt of all necessary approvals and the satisfaction of all conditions, and the timing thereof; the satisfaction or waiver of the Escrow Release Conditions by the Escrow Release Deadline; and the amount of proceeds therefrom; and the intended use of the net proceeds of the Offering.
Forward-looking statements are often identified by the use of words such as "may", "will", "could", "would", "anticipate", "believe", "expect", "intend", "potential", "estimate", "budget", "scheduled", "plans", "planned", "forecasts", "goals" and similar expressions. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided. Assumptions and factors include: the successful completion of the Transaction and the Amalgamation, the satisfaction or waiver of the Escrow Release Conditions by the Escrow Release Deadline, integration of GK and Syntholene, and realization of benefits therefrom; the Company's ability to carry out the business plan of the Resulting Issuer, including but not limited to an effects-test and commercial scaleup targeting deployment in Q4 2025; use of net proceeds of the Offering and the Resulting Issuer's ability to continue raising necessary capital to finance operations. Forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: risks related to the Transaction, including, but not limited to, the ability to obtain necessary approvals in respect of the Transaction and to consummate the Transaction; the ability to satisfy or waive the Escrow Release Conditions by the Escrow Release Deadline; integration risks; and general business, economic and competitive uncertainties. Although GK and Syntholene have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.
There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Neither GK nor Syntholene undertakes any obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The forward-looking statements contained herein are presented for the purposes of assisting investors in understanding GK's, Syntholene's and the Resulting Issuer's plans, objectives and goals, including with respect to the Transaction, and may not be appropriate for other purposes. Forward-looking statements are not guarantees of future performance, and the reader is cautioned not to place undue reliance on forward-looking statements.
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.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/275108
SOURCE: GK Resources Ltd.