GK Enters into Agreement with Syntholene Energy for Reverse Takeover
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.