Syntholene Energy Corp. Announces Closing of Upsized Non-Brokered Private Placement

Syntholene Energy Corp. (TSXV: ESAF,OTC:SYNTF) (FSE: 3DD0) (OTCQB: SYNTF) ("Syntholene" or the "Company") announced today the successful closing of the final tranche of its previously announced non-brokered private placement for aggregate gross proceeds of approximately $2.3 million (the "Offering").

An aggregate of 5,148,543 units of the Company ("Units") were issued at a price of $0.45 per Unit pursuant to the Offering, with each Unit comprised of one common share of the Company (a "Common Share") and one-half of one non-transferable Common Share purchase warrant (each full warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.63 for a period of two years from the date of issuance of the Warrant, subject to an acceleration provision in accordance with the terms of the Warrant (the "Acceleration Provision").

The Company intends to use the proceeds of the Offering for future testing and production at the Company's demonstration facility in Húsavík, Iceland (the "Demonstration Facility") and for general working capital.

In connection with the Offering, the Company entered into a fiscal advisory agreement with Canaccord Genuity Corp. ("Canaccord") pursuant to which the Company and Canaccord agreed to extend the right of first refusal under the agency agreement between the Company, Canaccord and other agents dated September 18, 2025, as amended from time to time, to a period ending eighteen months from closing of the Offering, and for the Company to pay certain fees to Canaccord in connection with the Offering. In connection with the Offering, Canaccord was paid an aggregate cash commission of $44,156 and issued 111,111 Common Shares, 55,555 Warrants and 98,124 non-transferable broker warrants ("Broker Warrants"). Each Broker Warrant is exercisable into one Common Share at $0.45 per share for a period of two years from the date of issuance. In connection with the Offering, the Company also issued other finders an aggregate of 63,137 Broker Warrants and paid other finders aggregate cash commissions of $46,664, which included a $18,252 cash commission to Milestone Capital Partners.

All securities issued pursuant to the Offering, and any Common Shares underlying the Warrants and Broker Warrants, will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

Pursuant to the Warrants' Acceleration Provision, the expiry date of the Warrants may be accelerated if the daily trading price of the Common Shares equals or exceeds $0.90 on the TSX Venture Exchange (or such other exchange on which the shares may then be traded) for a period of ten consecutive trading days in which event the Issuer may in its discretion accelerate the expiry date of the Warrants by giving notice via news release and, in such case, the Warrants will expire on the 30th day after the date on which the news release is disseminated.

The securities issued pursuant to the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, or for the account or benefit of U.S. persons, absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

The Offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as John Kutsch, a director and officer of the Company, acquired 78,333 Units for $35,249. Pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101, the Offering is exempt from the requirement to obtain a formal valuation and minority shareholder approval in respect of this transaction as the Company is not listed on the specified markets set out in MI 61-101 and the fair market value of the consideration from the related parties participating in the Offering is not greater than 25% of the market capitalization of the Company. The aforementioned director disclosed his interest in the Offering to the board of directors of the Company, and the disinterested members of the board approved the Offering and related party transactions under applicable corporate law. In connection with the Offering, each investor in the Offering entered into a standard form of subscription agreement with the Company containing customary terms for a private placement of the nature of the Offering. The Company did not file a material change report in respect of the Offering at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

This announcement has been prepared for publication in Canada and may not be released to U.S. wire services or distributed in the United States.

About Syntholene

Syntholene is actively commercializing its novel Hybrid Thermal Production System for low-cost clean fuel synthesis. The target output is ultrapure synthetic jet fuel, which the Company seeks to manufacture at 70% lower cost than the nearest competing technology today. The Company's mission is to deliver the world's first truly high-performance, low-cost, and carbon-neutral synthetic fuel at an industrial scale, unlocking the potential to produce clean synthetic fuel at lower cost than fossil fuels, for the first time.

Syntholene operates the world's first geothermally-integrated high temperature electrolysis demonstration facility in Husavik, Iceland, which is now producing 99.9%+ purity Hydrogen.

Founded by experienced operators across advanced energy infrastructure, nuclear technology, low-emissions steel refining, process engineering, and capital markets, Syntholene aims to be the first team to deliver a scalable modular production platform for cost-competitive synthetic fuel, thus accelerating the commercialization of carbon-neutral eFuels across global markets.

For further information, please contact:
Dan Sutton, CEO
comms@syntholene.com
www.syntholene.com
+1 608-305-4835

X: @Syntholene
Linkedin: Syntholene Energy
Youtube: Syntholene Energy

Investor Relations
KIN Communications Inc.
604-684-6730
ESAF@kincommunications.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "aims", "continue", "estimate", "objective", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. All statements, other than statements of historical fact, including but not limited to statements regarding investor demand, the anticipated use of proceeds of the Offering, the exercise of the Acceleration Provision, testing and production planned at the Demonstration Facility, including the timing thereof and the proposed use of data from such testing, commercial scalability, offtakes, project financing, economic benefits of the Company's products relative to competitive products, the Company's ability to execute on its plans for advancement and commercialization of its technology, technical and economic viability, anticipated benefit of eFuel, and future commercial opportunities are forward-looking statements.

The forward-looking statements and information are not a guarantee of future performance and are based on certain key expectations and assumptions made by the Company, including without limitation the assumption that the Company will be able to execute its business plan in the manner and timeline set forth in its public disclosure or at all, including that it will use the proceeds of the Offering, if any, as described herein, that the Demonstration Facility will operate as expected, that the eFuel will have its expected benefits, that there will be market adoption, that the Company's review of the competitive landscape and that its understanding of being the world's first Company to have geothermal-SOEC integration remain accurate, that any potential competitors to the Company would not be able to develop or execute geothermal-SOEC integration as quickly or as well as the Company, that the Company will be able to produce the eFuel at competitive pricing in the range anticipated in this news release, or at all, that the proposed testing will be able to be completed, and that the results from such tests will validate the Company's technology and support further commercialization, that geothermal heat will be available to the Company at the necessary levels, that the Company will continue to have access to skilled personnel with relevant experience, that regulatory requirements remain favourable for the Company and that the Company will be able to access financing as needed to fund its business plan. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all or that such information will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature, they involve inherent risks and uncertainties.

Actual results could differ materially from those currently anticipated due to a number of factors and risks, including, without limitation, Syntholene's ability to operate the Demonstration Facility and complete planned testing, that the results of the testing will support continued commercialization and the Company's technology, that the engaged service providers do not have the necessary skills to and do not advance the Company's business plan, that there are competitors in geothermal-SOEC integration that are unknown to the Company, that the Company may not be able to produce eFuel at the targeted prices or at a price that is lower than potential competitors, the reliability of third party information, that definitive commercial purchase orders for Syntholene's eFuel may not materialize, Syntholene's ability to meet production targets, realize projected economic benefits, overcome technical challenges, secure financing, maintain regulatory compliance, manage geopolitical risks, and successfully negotiate definitive terms. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about the cost and pricing of the eFuel product that Syntholene is seeking to commercialize, which is subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this news release was made as of the date hereof and was provided for the purpose of describing the anticipated effects of advancement of Syntholene's business operations. Syntholene's actual results, performance or achievement could differ materially from those expressed in, or implied by, such FOFI. Syntholene disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained herein should not be used for purposes other than for which it is disclosed herein.

Readers are advised to exercise caution and not to place undue reliance on the forward-looking statements and FOFI in this news release.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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Syntholene Energy

Advancing high-performance synthetic fuels at scale

Advancing high-performance synthetic fuels at scale Keep Reading...

Investor Insight

Syntholene Energy is advancing a proprietary synthetic fuel production platform designed to produce high-performance, low-cost synthetic hydrocarbons using renewable electricity, geothermal heat and captured carbon. Following successful prototype-scale validation in 2022, the company is now operating its Iceland demonstration facility as it plans commercial-scale production capable of serving aviation, transportation, industrial energy and other hard-to-abate fuel markets.

Overview

Syntholene Energy ((TSXV:ESAF,FSE:3DD0, OTC:SYNTF) is a synthetic fuel production company company focused on developing high-performance, low-cost synthetic liquid fuels. The company is commercializing its proprietary Hybrid Thermal Production System, which combines renewable electricity, geothermal heat, water and captured carbon to produce synthetic hydrocarbons that can serve as direct replacements for conventional petroleum-derived fuels.

$Syntholene's \u200bH\u00fasav\u00edk Power Station$

Unlike many alternative energy solutions that require extensive changes to existing infrastructure, synthetic fuels can be transported, stored and utilized through today’s fuel supply chains. The resulting fuels are molecularly pure, free from many contaminants associated with conventional fuels and compatible with existing engines, turbines, storage systems and transportation infrastructure. Produced using renewable electricity, hydrogen and captured carbon, the fuels can deliver over 90 percent lower lifecycle emissions while maintaining the energy density and performance characteristics required across multiple industries.

At the core of the company’s platform is its Hybrid Thermal Production System, which combines high-temperature solid oxide electrolysis with industrially proven fuel synthesis reactors. By incorporating low-cost thermal energy into critical production stages, Syntholene seeks to reduce electricity consumption, the largest cost component for most eFuel producers. This approach underpins the company’s targeted 70 percent cost advantage relative to competing technologies and supports its objective of producing cost-competitive synthetic fuels at commercial scale.

Syntholene Hybrid Thermal Production System

The technology builds upon advancements in high-temperature electrolysis, including work undertaken at Idaho National Laboratory. Following successful prototype-scale validation in 2022, Syntholene is progressing toward field-scale demonstration in Iceland. The company believes a successful demonstration will support future commercial deployment across a range of synthetic fuel applications.

Market demand for low-emission liquid fuels continues to expand across multiple sectors. Sustainable aviation fuel represents Syntholene’s initial commercial focus, supported by increasing airline decarbonization commitments, regulatory mandates, and fuel-blending requirements. Beyond aviation, the broader global eFuel market is projected to grow from US$8.89 billion in 2024 to more than US$215 billion by 2032, creating opportunities across transportation, shipping, industrial energy, and other sectors that depend on liquid hydrocarbon fuels.

Syntholene’s leadership team combines expertise across climate technology, synthetic fuels, industrial engineering, energy infrastructure, project development and resource industries. Recent additions to the advisory board, including former Shell and Suncor executive Marc Mageau and energy industry veteran HY Lee, further strengthen the company’s capabilities as it advances toward commercialization.

Company Highlights

Addressing a multi-layered growth opportunity: The company is initially targeting sustainable aviation fuel while developing a technology platform capable of serving a substantially larger global liquid fuels market spanning transportation, industrial energy and other hard-to-electrify sectors.
Proprietary hybrid thermal production system: Syntholene’s technology integrates high-temperature solid oxide electrolysis with industrially proven fuel synthesis reactors, utilizing both electricity and thermal energy to improve efficiency and reduce production costs.
Targeting a 70 percent cost advantage: By introducing low-cost thermal energy into critical stages of production, the company aims to produce synthetic fuels at 70 percent lower cost than competing eFuel technologies.
Pathway to cost-competitive synthetic fuels: The company believes its technology provides a credible pathway toward producing synthetic fuels that can compete economically with conventional petroleum-derived fuels at scale.
High-performance fuel characteristics: Synthetic fuels are molecularly pure and free from many contaminants associated with conventional fuels, including sulfur, nitrogen and heavy metals, while remaining compatible with existing infrastructure.
Over 90 percent lower lifecycle emissions: Synthetic fuels produced from renewable electricity, hydrogen and captured carbon can deliver over 90 percent lower lifecycle emissions than conventional alternatives.
Prototype validation completed: The company’s production process was successfully demonstrated at prototype scale in 2022 and is now operating a world-first geothermally-integrated demonstration facility in Husavik, Iceland.
Demonstration facility advancing ahead of schedule: The Húsavík, Iceland facility is now operating, with efficiency and technoeconomic results expected in Q4 2026.
Strategic geothermal platform: The Iceland project benefits from low-cost geothermal electricity, thermal energy, industrial infrastructure, deep-water port access and an existing 200 MW+ regional grid expansion permitting framework.
Scalable commercial development strategy: Following demonstration, the company intends to advance a 20,000-tonne-per-year commercial facility design and subsequently scale production through facilities ranging from tens to hundreds of megawatts.

Flagship Project

Húsavík Demonstration Facility, Iceland

$Syntholene \u200bH\u00fasav\u00edk Demonstration Facility, Iceland$

Syntholene’s flagship project is its geothermal-integrated demonstration facility located in Húsavík, northern Iceland. The facility is designed to validate the integration of geothermal heat, high-temperature solid oxide electrolysis and synthetic fuel production technologies under real-world operating conditions. Construction has advanced six months ahead of schedule, with first operations initiated on June 22nd 20266 and efficiency and technoeconomic results expected in Q4 2026.

The project leverages northern Iceland’s abundant geothermal resources, providing access to both low-cost electricity and high-temperature steam. Unlike intermittent renewable energy sources, geothermal energy offers reliable baseload power and thermal energy that can be utilized continuously throughout the fuel production process. The location also benefits from established industrial infrastructure, a skilled workforce, proximity to a deep-water port and a favorable regulatory environment.

Syntholene Demo Footprint

A key objective of the demonstration facility is to validate the company’s thermal integration strategy and confirm that efficiencies achieved during laboratory and prototype testing can be replicated under commercial operating conditions. The facility incorporates Syntholene’s proprietary Thermal Coupling technology, which converts geothermal steam into high-purity industrial steam suitable for use throughout the fuel production process. Management believes this technology is central to achieving the targeted 70 percent cost advantage relative to competing synthetic fuel pathways.

The project also benefits from significant expansion potential. Iceland has completed environmental permitting associated with a 200 MW regional grid expansion, supporting future industrial development in the region. Following a successful demonstration, Syntholene intends to advance a 20,000-tonne-per-year commercial facility design and subsequently scale production through facilities ranging from tens to hundreds of megawatts. Management believes the Húsavík location alone has the potential to support development capable of generating approximately US$500 million in annual revenue.

Management Team

Dan Sutton – Chief Executive Officer

Dan Sutton has spent the last 15 years founding and leading sustainable infrastructure businesses. As founder and CEO of Tantalus Labs, he designed, built and operated SUNLAB, scaled the company to 150 employees and grew annual revenue to approximately US$20 million. His expertise spans infrastructure deployment, project development, government relations, public markets and executive leadership.

Steve Oldham – Director

Steve Oldham is a globally recognized leader in carbon management and climate technology commercialization. As former CEO of Carbon Engineering, he helped establish direct air capture as a commercial industry and led the company through its acquisition by Occidental Petroleum at a US$1.6 billion valuation. He currently serves as CEO of Captura.

Canon Bryan – Director

Canon Bryan is a founder and company builder with more than 25 years of experience across advanced energy and resource development. He co-founded Terrestrial Energy, Uranium Energy and NioCorp and brings expertise in finance, corporate development, economic modelling and strategic planning.

John Kutsch – Chief Engineer

John Kutsch leads the integration and optimization of Syntholene’s fuel production platform. He brings more than 30 years of experience across industrial systems design, chemical processing, advanced energy technologies and reactor development, including work supporting high-temperature synthetic fuel systems.

Jack Williams – Head Engineer

Jack Williams specializes in high-temperature and high-pressure reactor systems and synthetic fuel technologies. His research at the University of Cambridge focused on electrolysis systems, catalytic reactor design, CO₂ capture and synthetic fuel production processes.

Grant Tanaka – Chief Financial Officer

Grant Tanaka has more than 15 years of senior financial leadership experience across the global natural resources sector. His background includes senior finance roles at Teck Resources, New Gold and Copper Mountain Mining, combining financial discipline with operational performance management. He was also appointed Corporate Secretary in May 2026.

Anna Pagliaro – Director

Anna Pagliaro is a senior commercial and risk management executive with extensive experience across the energy and mining sectors. Her career includes leadership positions at Vizsla Silver, Ausenco, NexGen Energy and Integra Gold, where she focused on governance, commercial strategy, negotiations and risk management.

Marc Mageau – Advisory Board Member

Marc Mageau joined the Advisory Board in June 2026. He brings more than three decades of operational leadership experience from Shell and Suncor, including expertise in refining, oil sands operations, logistics, infrastructure development and industrial asset management.

HY Lee – Advisory Board Member

HY Lee joined the Advisory Board in May 2026, adding further industrial, operational and strategic expertise as Syntholene advances toward commercial deployment of its synthetic fuel platform.