GK Enters into Agreement with Syntholene Energy for Reverse Takeover - Seite 2

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.