공시 • May 08
Syntholene Energy Corp entered into a securities exchange agreement to acquire GK Resources Ltd. (TSXV:NIKL.H) in a reverse merger transaction.
Syntholene Energy Corp entered into a securities exchange agreement to acquire GK Resources Ltd. (TSXV:NIKL.H) in a reverse merger transaction on April 25, 2025. 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 (CAD 26,752,985). 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. 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. It is expected that, upon completion of the Transaction and the Minimum Financing, the Resulting Issuer will have approximately 66,042,684 shares issued and outstanding (each, a "Resulting Issuer Share") on an undiluted basis. Upon completion of the Transaction and the Minimum Financing, it is expected that: (i) the former shareholders of Syntholene will hold approximately 78.2% of the Resulting Issuer Shares; (ii) the former shareholders of GK will hold approximately 8.6% of the Resulting Issuer Shares; investors in the Brokered Financing will hold approximately 11.5% of the Resulting Issuer Shares; and (iii) the Finder will hold 0.5% of the Resulting Issuer Shares, on an undiluted basis. On a proforma basis, it is anticipated that the Resulting Issuer will have approximately CAD 3,000,000 (assuming completion of the Minimum Financing) in cash available upon the completion of the Transaction. 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. It is the intention of the parties that GK, following the closing of the Transaction (then referred to as the "Resulting Issuer"), will be listed on the TSXV as a Tier 2 technology issuer, and that the business of the Resulting Issuer will be the business of Syntholene. 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.". It is anticipated that the Transaction will constitute a "Change of Business" and "Reverse Takeover" for GK under Policy 5.2 – Changes of Business and Reverse Takeovers of the Corporate Finance Manual of the TSX Venture Exchange.
It is expected that at closing of the Transaction, the following individuals will constitute the board and management of the Resulting Issuer: Dan Sutton – CEO and Director, Grant Tanaka – CFO, Alexander Canon Bryan – Director, John Kutsch – Director and Chief Engineer, Anna Pagliaro – Director. The board of directors of the Resulting Issuer will include an additional nominee to be identified by Syntholene.