Syntholene Energy Corp. (TSXV: ESAF) - Completes reverse takeover and prepares for TSXV trading as ESAF

Overview

Syntholene Energy Corp. has completed the acquisition of Syntholene Energy Corp., a private Delaware corporation, under an amended and restated securities exchange agreement, resulting in a reverse takeover of the company under TSXV policies. Final acceptance of the transaction by the TSXV is expected upon issuance of the final bulletin, anticipated on or about December 10, 2025, with post-consolidation trading under the new name "Syntholene Energy Corp." and symbol "ESAF" on or about December 12, 2025. The company has implemented a share consolidation, restructured its capital through share issuances, warrants and a convertible note, and now has approximately 68,949,286 post-consolidation shares outstanding. Syntholene positions itself as a synthetic fuel business targeting high-performance, low-cost, carbon-neutral eFuels at industrial scale.

Key Highlights

• Completed the acquisition of Pre-Transaction Syntholene pursuant to an amended and restated securities exchange agreement dated April 25, 2025, resulting in a reverse takeover of the company under TSXV policies.
• TSXV final bulletin for the transaction is expected on or about December 10, 2025, with trading on a post-consolidation basis under the new name "Syntholene Energy Corp." and symbol "ESAF" on or about December 12, 2025.
• Implemented a consolidation of common shares on the basis of five pre-consolidation shares for one post-consolidation share, with no fractional shares issued; the new CUSIP is 87170K106 and the new ISIN is CA87170K1066.
• Issued 53,511,804 post-consolidation shares at a deemed price of $0.375 per share and 890,100 share purchase warrants exercisable at $0.001685 per post-consolidation share until June 18, 2026, in connection with the securities exchange.
• Up to 10,750,000 post-consolidation deferred consideration shares are issuable upon completion of specified business milestones, and the company assumed a $180,000 convertible note bearing 12.5% simple interest per annum and convertible at $0.30 per post-consolidation share with a maturity date of March 30, 2027.
• Completed a three-cornered amalgamation with FinCo and SubCo, issuing 9,303,700 post-consolidation shares at a deemed price of $0.375 per share, plus 83,333 post-consolidation shares as a corporate finance fee and 151,886 non-transferable broker warrants exercisable at $0.375 per share until December 9, 2027.
• Issued 350,000 post-consolidation shares at a deemed price of $0.375 per share to an arm’s length finder in respect of the transaction.
• Granted an aggregate of 6,195,700 stock options, 1,500,000 performance share units and 5,025,000 restricted share units on a post-consolidation basis to directors, officers and consultants, subject to vesting conditions, disinterested shareholder approval and the company’s new omnibus equity incentive plan.
• Entered into an escrow agreement that places 35,604,000 shares, 110,000 options, 500,000 performance share units, 600,000 restricted share units and up to 7,160,265 deferred consideration shares under Tier 2 escrow in accordance with TSXV policies, with an additional 11,868,000 post-consolidation shares subject to Seed Share Resale Restrictions.
• Immediately following closing, there are approximately 68,949,286 post-consolidation shares issued and outstanding, with significant positions held by Daniel Sutton, Alexander Canon Bryan and John Kutsch, each initially acquiring more than 10 percent of the voting securities through the transaction.
• Board of directors following closing comprises Daniel Sutton, Alexander Canon Bryan, John Kutsch, Anna Pagliaro and Steve Oldham, with management including Daniel Sutton as Chief Executive Officer, Grant Tanaka as Chief Financial Officer, Alexander Canon Bryan as Chief Development Officer, John Kutsch as Chief Engineer and Jennifer Hanson as Corporate Secretary.
• Pre-Transaction Syntholene entered into investor relations, marketing and market-making arrangements with Kin Communications Inc., SmallCap Communications Inc., Milestone Capital Partners and Generation IACP Inc., with cash fees, option grants and defined terms disclosed in the release.

Strategic / Operational Context

The reverse takeover and TSXV listing are intended to establish Syntholene as a publicly traded synthetic fuel company, with the CEO describing the listing as "important and impactful for Syntholene and the broader eFuels sector." The company emphasizes a power-to-liquid strategy that integrates hydrogen production and fuel synthesis, supported by 20MW of dedicated energy for an upcoming demonstration facility and commercial scale-up. Board and management composition reflects experience across advanced energy infrastructure, nuclear technology, low-emissions steel refining, process engineering and capital markets, aligning governance with the company’s technical and commercialization objectives.

Resources / Financials

• Post-transaction capital structure includes 53,511,804 post-consolidation shares issued at a deemed price of $0.375 per share, 890,100 warrants exercisable at $0.001685 per share until June 18, 2026, and up to 10,750,000 deferred consideration shares tied to business milestones.
• The company assumed a $180,000 convertible note bearing 12.5 percent simple interest per annum, maturing March 30, 2027, convertible into post-consolidation shares at $0.30 per share.
• An additional 9,303,700 post-consolidation shares were issued at a deemed price of $0.375 per share under the amalgamation with FinCo, alongside 83,333 post-consolidation shares as a corporate finance fee and 151,886 broker warrants exercisable at $0.375 per share until December 9, 2027.
• An arm’s length finder received 350,000 post-consolidation shares at a deemed price of $0.375 per share in respect of the transaction.
• Tier 2 escrow applies to 35,604,000 shares, 110,000 options, 500,000 performance share units, 600,000 restricted share units and up to 7,160,265 deferred consideration shares, while 11,868,000 post-consolidation shares are subject to Seed Share Resale Restrictions with 20 percent released on each of the date of the final bulletin and 3, 6, 9 and 12 months thereafter.
• Immediately following closing, Sutton beneficially owns 11,868,000 shares, 933,500 options and 375,000 performance share units, Bryan beneficially owns 11,868,000 shares, 543,400 options and 125,000 performance share units, and Kutsch beneficially owns 15,583,467 shares, 543,400 options and 100,000 restricted share units, with corresponding non-diluted and partially diluted ownership percentages detailed in the release.
• Kin Communications Inc. is engaged to provide investor relations services until August 28, 2026, for a $15,000 monthly fee, additional day-rate fees and 500,000 post-consolidation options exercisable at $0.375 per share until December 9, 2028.
• SmallCap Communications Inc. is engaged to provide digital marketing services for aggregate cash consideration of $300,000, with $150,000 payable on closing and $150,000 payable on January 8, 2026, and with a term to the earlier of November 15, 2026 or when service costs exceed the agreed compensation.
• Milestone Capital Partners is engaged for 12 months for a fee of €260,000 and 500,000 post-consolidation options exercisable at $0.375 per share until December 9, 2028.
• Generation IACP Inc. will provide issuer trading services, including trading the shares to support liquidity and periodic reporting, for a monthly fee of $8,500 subject to a 3 percent annual increase, with an initial term to May 9, 2026 and automatic six-month renewals.

What to Watch Next

• Final TSXV bulletin regarding the transaction is expected on or about December 10, 2025, which will trigger commencement of trading on a post-consolidation basis under the name "Syntholene Energy Corp." and symbol "ESAF" on or about December 12, 2025.
• Seed Share Resale Restrictions contemplate 20 percent of the 11,868,000 affected shares being released on the date of the final bulletin and at 3, 6, 9 and 12 months thereafter.
• Investor relations and marketing mandates with Kin, SmallCap, Milestone and Generation IACP Inc. extend through various dates in 2026, establishing an ongoing schedule of investor outreach and trading support.
• The company’s forward-looking disclosure refers to an effects-test and commercial scale-up targeting deployment in Q4 2025 as part of its business plan, subject to the risks and assumptions outlined in the forward-looking statements section of the release.

Commentary

Completion of the reverse takeover and associated financings positions Syntholene as a TSXV-listed synthetic fuel issuer with a defined post-consolidation capital structure and concentrated insider ownership. Escrow, resale restrictions and equity incentive grants create a staged release of equity and align management and key shareholders with longer-term performance milestones. The suite of investor relations, marketing and market-making agreements suggests a structured effort to build awareness and support liquidity as trading in ESAF commences.

About Syntholene Energy Corp.

Syntholene Energy Corp. is focused on commercializing a new production pathway for low-cost clean fuel synthesis, targeting ultrapure synthetic jet fuel manufactured at significantly lower cost than competing technologies. The company’s power-to-liquid strategy uses thermal energy to drive proprietary integrations of hydrogen production and fuel synthesis, supported by 20MW of dedicated energy for a planned demonstration facility and subsequent commercial scale-up. Syntholene is led by operators with backgrounds in advanced energy infrastructure, nuclear technology, low-emissions steel refining, process engineering and capital markets, and aims to deploy a scalable modular platform for cost-competitive synthetic fuel to accelerate adoption of carbon-neutral eFuels globally.

ArcStone Financial Pulse Team

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