Syntheia Announces Closing of Private Placement

Toronto, Ontario--(Newsfile Corp. - June 17, 2025) - Syntheia Corp. (CSE: SYAI) (syntheia.ai) (the "Company"), is pleased to announce that further to its press release dated May 29, 2025, it has closed its non-brokered private placement financing for gross proceeds of $411,000 through the issuance of 4,110,000 units (each, a "Unit") at a price of $0.10 per Unit (the "Offering").

Each Unit is comprised of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant is exercisable to acquire one Common Share at a price of $0.13 until June 17, 2027 (the "Expiry Date"), subject to an accelerated expiry in the event the volume weighted average trading price of the Common Shares exceeds $0.13 for 20 consecutive trading days, the Company may, within 10 business days of the occurrence of such event, deliver a notice to the holders of the Warrants accelerating their Expiry Date to a date that is not less than 30 days following the date of such notice and the issuance of a press release by the Company announcing the acceleration notice (the "Accelerated Exercise Period"). Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.

In connection with the Offering, the Company paid: (i) a cash commission of $14,880; and (ii) 148,800 finder's warrants (each, a "Finder's Warrant") to certain finders (the "Finders"). Each Finder's Warrant is exercisable to purchase one additional Unit (each, a "Finder's Unit") at a price of $0.10 per Finder's Unit. The Finder's Unit have the same terms as the Units issued under the Offering.

Gross proceeds raised from the Offering will be used for working capital and general corporate purposes. All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

The Offering constituted a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as certain insiders of the Company subscribed for an aggregate of 1,500,000 Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.