Syntheia and Veta Resources Announce Closing of Private Placement of Subscription Receipts in Syntheia

Toronto, Ontario--(Newsfile Corp. - September 16, 2024) - MetaWorld Corporation (dba Syntheia) ("Syntheia" ) and Veta Resources Inc. ("Veta" ) are pleased to announce that further to Veta's press releases on June 28, 2024 and August 21, 2024, Syntheia has closed the final tranche of its brokered private placement offering of subscription receipts (the "Subscription Receipts") through the issuance of 3,036,334 Subscription Receipts for gross proceeds of $1,062,716.90 (the "Financing").

The first tranche of the Financing closed on May 16, 2024, through the issuance of 8,144,199 Subscription Receipts for gross proceeds of $2,850,469.65. In the aggregate, Syntheia issued 11,180,533 Subscription Receipts for total gross proceeds of $3,913,186.55 with respect to the total Financing.

The Financing was carried out in connection with the proposed business combination transaction between Veta and Syntheia (the "Transaction") pursuant to the terms of a letter agreement (the "Letter Agreement") dated June 27, 2024. The resulting issuer following completion of the Transaction (the "Resulting Issuer") will continue to operate the business of Syntheia. Syntheia received conditional approval to list the common shares of the Resulting Issuer on the Canadian Securities Exchange (the "CSE") on August 21, 2024. Following the satisfaction of the CSE's customary listing conditions and the closing of the Transaction, the common shares of the Resulting Issuer will begin trading on the CSE.

Assuming the closing of the Transaction and satisfaction of the conditional listing requirements of the CSE, the net proceeds from the Financing will be used by the Resulting Issuer for operational expansion, business development and working capital purposes.

Pursuant to the Financing, Syntheia, First Republic Capital Corporation and Veta entered into a supplemental subscription receipt agreement (the "Subscription Receipt Agreement") dated September 16, 2024 with Endeavor Trust Corporation as subscription receipt agent (the "Subscription Receipt Agent").

The Financing was brokered by First Republic Capital Corp. as lead agent (the "Lead Agent") and Hampton Securities Ltd. (together with the Lead Agent, the "Agents"). In connection with the closing of the two tranches of the Financing, Syntheia paid 50% of: (a) a fee of $21,378.36 (the " Advisory Fee" ) for advisory services provided to Syntheia in connection with the Financing; (b) a corporate finance fee of $59,344.83 payable to the Lead Agent (the "Corporate Finance Fee"); (c) aggregate cash fees of $225,341.19 payable to the Agents and certain eligible persons (the "Commission" and together with the Advisory Fee and the Corporate Finance Fee the "Cash Compensation"); and (c) the Agents' expenses. The remaining 50% of the Cash Compensation and the Agents' expenses has been deposited into escrow with the Subscription Receipt Agent and shall be released upon satisfaction or waiver of the escrow release conditions set out in the Subscription Receipt Agreement, together with any interest earned thereon.