NEX COMPANY
BULLETIN V2025-3995
SYNTHOLENE ENERGY CORP. ("ESAF")
[formerly, GK Resources Ltd. ("NIKL.H")]
BULLETIN TYPE: Reverse Takeover-Completed, Name Change and Consolidation, Graduation from NEX to TSX Venture, Resume Trading
BULLETIN DATE: December 10, 2025
NEX Company
Reverse Takeover-Completed:
The TSX Venture Exchange (the "Exchange") has accepted for filing Syntholene Energy Corp.'s (formerly, GK Resources Ltd.) (the "Company") filing statement dated November 30, 2025 (the "Filing Statement") which describes the Company's Reverse Takeover (the "Reverse Takeover"), which includes the following transactions:
Pursuant to an amended and restated share exchange agreement dated April 25, 2025, as amended, among the Company, Syntholene Energy Corp. and the Syntholene securityholders (the "SEA"), the Company has acquired all shares of Syntholene (the "Target Shares") in exchange for 53,511,804 common shares on a post-consolidation basis (described below) of the Company (each, a "Resulting Issuer Share") at a deemed price of $0.375 per share for an aggregate deemed value of approximately $20,066,936.50, excluding the concurrent financing of described below.
For further information, refer to the Company's closing news release dated December 10, 2025 and the Filing Statement.
In connection with the Reverse Takeover, a special purpose financing vehicle of Syntholene ("FinCo") completed a non-brokered private placement of subscription receipts (each, a "Subscription Receipt") by issuing 46,518,522 Subscription Receipts at a price of $0.075 per Subscription Receipt to raise aggregate gross proceeds of $3,488,889.15. Pursuant to an amalgamation agreement dated November 18, 2025 among FinCo, the Company and a wholly-owned subsidiary of the Company (the "GK Sub"), upon satisfaction of certain escrow release conditions relating to the Subscription Receipts, the Subscription Receipts were each converted into one common share of FinCo (a "FinCo Share") and the Company, GK Sub and FinCo completed three-cornered amalgamation whereby the FinCo Shares were exchanged for Resulting Issuer Shares at a deemed price of $0.375 per Resulting Issuer Share on the basis of five FinCo Shares for one Resulting Issuer Share. A total of 9,303,700 Resulting Issuer Shares were issued in exchange for FinCo shares, 83,333 corporate finance Resulting Issuer Shares were issued to a broker and 151,886 broker warrants, each of which is exercisable into one Resulting Issuer Share at $0.375 per share for three years, were also issued to brokers in connection with the concurrent financing.
Pursuant to the terms of the SEA, the following securities were also issued or are issuable: an aggregate of 350,000 Resulting Issuer Shares were issued to an arm's length finder as a finder's fee; 1,500,000 performance share units of the Resulting Issuer were issued (each, a "PSU"), with each PSU being convertible into one Resulting Issuer Share upon achievement of certain milestones as described in the Filing Statement; up to 10,750,000 Resulting Issuer Shares are issuable to the former shareholders of Syntholene as deferred consideration in tranches upon certain business milestones being achieved; 890,100 warrants of the Resulting Issuer (a "Resulting Issuer Warrant") were issued in exchange for Syntholene warrants, with each Resulting Issuer Warrant being exercisable into one Resulting Issuer share at $0.001685 until June 18, 2026.
Name Change and Consolidation:
Pursuant to a director's resolution dated August 20, 2025, the Company has consolidated its share capital on a 5 old for one 1 new basis, and the name of the Company has been changed to Syntholene Energy Corp.
Effective at the opening on December 12, 2025, the common shares of Syntholene Energy Corp. will be listed on the Exchange, and the common shares of GK Resources Ltd. will be delisted. The Company is classified as a Tier 2 'technology' company.
Capitalization: Unlimited number of common shares without par value of which
68,949,286 Shares are issued and outstanding
Escrow: 35,604,000 common shares will be subject to Tier 2 escrow
Transfer Agent: Odyssey Trust Company
Trading Symbol: ESAF (new)
CUSIP Number: 87170K106 (new)
Issuer Contact: Dan Sutton, Chief Executive Officer
Issuer Address: Suite 1723, 595 Burrard Street, Vancouver, BC V7X 1J1
Issuer Phone Number: 604-684-6730
Issuer email: info@syntholene.ca
NEX Reactivation:
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on open of trading on December 12, 2025, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Vancouver.
Resume Trading:
Effective at the opening on December 12, 2025, the trading symbol for the Company will change from "NIKL.H" to "ESAF" and the Company's shares will resume trading.
_______________________________________
|
|
