Syntholene Energy Corp. Closes Oversubscribed $3.75 Million Non-Brokered Private Placement

Proceeds to be used to Accelerate Procurement and Component Assembly for Demonstration Facility Deployment in Iceland

Syntholene Energy CORP. (TSXV: ESAF,OTC:SYNTF) (FSE: 3DD0) (OTCQB: SYNTF) (the "Company" or "Syntholene") is pleased to announce that it has closed its previously announced non-brokered private placement for aggregate gross proceeds of $3,750,000 (the "Financing").

"We are thrilled to have successfully closed this financing, which reflects strong investor confidence in Syntholene's technology and vision," said Daniel Sutton, Chief Executive Officer. "These proceeds will accelerate the development of our demonstration facility in Iceland as we continue to advance our mission of delivering cost-competitive, carbon-neutral synthetic fuel."

An aggregate of 8,333,333 units (each, a "Unit") were issued at a price of $0.45 per Unit pursuant to the Financing, with each Unit comprised of one common share of the Company (a "Common Share") and one non-transferable common share purchase warrant (a "Warrant"). Each Warrant is exercisable into one additional Common Share at an exercise price of $0.63 for a period of two years from the date of issuance, subject to an acceleration provision whereby the Company may accelerate the expiry date of the Warrants if the daily trading price of the Common Shares equals or exceeds $0.90 on the TSX Venture Exchange for a period of ten consecutive trading days, in which case the Warrants will expire on the 30^th day after the date on which notice is given by news release (the "Acceleration Provision").

Gross proceeds from the Financing are expected to be used toward the procurement and assembly of components for the Company's planned demonstration facility in Iceland, and toward corporate marketing initiatives, investor relations and working capital.

In connection with the Financing, the Company entered into a fiscal advisory agreement dated February 11, 2026 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 to a period ending 18 months from closing of the Financing, and for the Company to pay certain fees to Canaccord in connection with the Financing. On closing of the Financing, Canaccord was paid a cash commission of $112,032, issued 248,960 non-transferable broker warrants, 111,111 corporate finance shares and 111,111 non-transferrable corporate finance 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. Each corporate finance warrant is exercisable into one Common Share at $0.63 per share for a period of two years from the date of issuance, subject to the Acceleration Provision.

In addition, the Company entered into a finders' fee agreement dated March 2, 2026 with Haywood Securities Inc. ("Haywood"), pursuant to which the Company agreed to pay certain fees to the Canaccord in connection with the Financing. On closing of the Financing, Haywood was paid a cash commission of $7,992 and issued 17,760 non-transferrable 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.

All securities issued pursuant to the Financing are subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws. The securities offered pursuant to the Financing 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 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.

The Financing 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 certain related parties of the Company participated in the Financing as follows: John Kutsch, director and officer acquired 1,455,556 Units for $655,000, Grant Tanaka, Chief Financial Officer acquired 111,111 Units for $50,000, and Anna Pagliaro, director acquired 22,222 Units for $10,000. Pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101, the Financing 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 Financing is not greater than 25% of the market capitalization of the Company. The aforementioned directors disclosed their interest in the Financing to the board of directors of the Company, and the disinterested members of the board approved the Financing and related party transactions under applicable corporate law. In connection with the Financing, each investor in the Financing entered into a standard form of subscription agreement with the Company containing customary terms for a private placement of the nature of the Financing. The Company did not file a material change report in respect of the Financing at least 21 days before the closing of the Financing, which the Company deems reasonable in the circumstances in order to complete the Financing in an expeditious manner.

Early Warning Disclosure - Acquisition by John Kutsch

John Kutsch, a director of the Company, acquired 1,455,556 Units pursuant to the Financing for aggregate consideration of $655,000 representing a price of $0.45 per Unit. Immediately prior to closing of the Financing, Mr. Kutsch beneficially owned, directly or indirectly, 15,583,467 Common Shares, 543,400 Options, 100,000 RSUs and 2,386,755 deferred consideration shares ("DCSs"), representing approximately 22.6% of the issued and outstanding Common Shares on a non-diluted basis and, assuming the settlement of all RSUs into Common Shares, exercise of all Options into Common Shares and issuance of all DCSs, approximately 25.86% of the issued and outstanding Common Shares on a partially diluted basis. Immediately following closing of the Financing, Mr. Kutsch beneficially owns, directly or indirectly, 17,039,023 Common Shares, 543,400 Options, 100,000 RSUs, 2,386,755 DCSs and 1,455,556 Warrants, representing approximately 21.96% of the issued and outstanding Common Shares on a non-diluted basis and, assuming the settlement of all RSUs into Common Shares, exercise of all Options and Warrants into Common Shares and issuance of all DCSs, approximately 26.23% of the issued and outstanding Common Shares on a partially diluted basis. The Common Shares held by Mr. Kutsch are held for investment purposes and were acquired for investment. Mr. Kutsch has a long-term view of the investment and may acquire additional securities of the Company either on the open market, through private acquisitions or as compensation or sell the securities on the open market or through private dispositions in the future depending on market conditions, general economic and industry conditions, the Company's business and financial condition, reformulation of plans and/or other relevant factors. Certain securities held by Mr. Kutsch as subject to Tier 2 escrow in accordance with TSXV policies, as described in the Filing Statement dated November 30, 2025, a copy of which is filed on the Company's profile on SEDAR+.

A copy of John Kutsch's early warning report will be filed on the Company's profile on SEDAR+ (www.sedarplus.ca) and may also be requested by mail at Syntholene Energy Corp. Suite 1723, 595 Burrard Street, Vancouver, BC V7X 1J1, Attention: Corporate Secretary or phone at 604-684-6730.

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, manufactured 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's power-to-liquid strategy harnesses thermal energy to power proprietary integrations of hydrogen production and fuel synthesis. Syntholene has secured 20MW of dedicated energy to support the Company's upcoming demonstration facility and commercial scale-up.

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

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 press 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 the proposed use of proceeds of the Financing, development of the test facility, commercial scalability, technical and economic viability, anticipated geothermal power availability, anticipated benefit of eFuel, and future commercial opportunities, are forward-looking statements.

The forward-looking statements and information 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, including that it will use the proceeds of the Financing, if any, as described herein, that the Company will be able to advance its planned test facility, that the eFuel will have its expected benefits, that there will be market adoption, 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 because the Company can give no assurance that they 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 meet production targets, realize projected economic benefits, overcome technical challenges, secure financing, maintain regulatory compliance, manage geopolitical risks, and successfully negotiate definitive terms. Syntholene does not undertake any obligation to update or revise these forward-looking statements, except as required by applicable securities laws.

Readers are advised to exercise caution and not to place undue reliance on these forward-looking statements.

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

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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.

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