GK Resources Provides Update on RTO with Syntholene Energy and Announces Closing of First Tranche of Subscription Receipt Financing

Vancouver, British Columbia--(Newsfile Corp. - September 18, 2025) - GK Resources Ltd. (TSXV: NIKL.H) ("GK" or the "Company") is pleased to announce that it continues to advance its previously announced reverse takeover transaction (the "Transaction") with Syntholene Energy Corp. ("Syntholene"). The parties are working collaboratively toward satisfying the conditions of the definitive agreement, including preparation of listing materials for submission to the TSX Venture Exchange (the "Exchange").

The Transaction represents an important step in positioning the combined company to pursue the development of Syntholene's clean fuel demonstration facility. GK and Syntholene remain focused on meeting all necessary requirements to advance toward closing of the Transaction which is expected in Q4 2025. The Company looks forward to providing further updates as the Transaction advances.

Subscription Receipt Financing

In connection with the Transaction, the Company is also pleased to announce that its special purpose financing vehicle of Syntholene ("FinCo") has closed the first tranche of its subscription receipt financing (the "Offering"), led by Canaccord Genuity Corp., as lead agent (the "Lead Agent"), on behalf of Haywood Securities Inc. and Ventum Financing Corp. (collectively, the "Agents"), for aggregate gross proceeds of approximately C$1.4 million. The Offering, which is being completed in connection with the Transaction which will result in the common shares of the resulting entity (the "Resulting Issuer") being listed on the Exchange.

The net proceeds of the Offering will be used to advance Syntholene's engineering and development programs, including progress towards construction of its effects-test facility in Iceland, and for general working capital purposes.

FinCo completed the Offering pursuant to an agency agreement dated September 18, 2025, between GK, Syntholene, FinCo and the Agents (the "Agency Agreement"). Under the terms of the Offering, FinCo issued 18,710,724 subscription receipts ("Subscription Receipts") at a price of $0.075 per Subscription Receipt for gross proceeds of $1,403,304. Immediately prior to the closing of the Transaction - as described in GK's previous press release dated May 6, 2025 - and provided the escrow release conditions in the Subscription Receipt Agreement dated September 18, 2025 (the "Subscription Receipt Agreement") between GK, Syntholene, FinCo, Odyssey Trust Company ("Odyssey") and the Lead Agent are satisfied or waived, each Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, into one common share of FinCo (a "FinCo Share"). In connection with the Transaction, FinCo will complete an amalgamation (the "Amalgamation") with a newly-incorporated, wholly-owned subsidiary of GK. Pursuant to the Amalgamation, each one FinCo Share will be exchanged for one pre-consolidation common share of the Resulting Issuer (a "Common Share"). Following completion of the Transaction and Amalgamation, the Common Shares will be consolidated on the basis of five pre-consolidation shares for one post-consolidation share (the "Consolidation"), resulting in a deemed value of $0.375 for each post-Consolidation Share.

The gross proceeds of the Offering, net of the Agents' expenses and 50% of the Agents' commission and fees (the "Escrowed Funds"), are being held in escrow pursuant to the terms of the Subscription Receipt Agreement. Upon satisfaction or waiver of the escrow release conditions as set out in the Subscription Receipt Agreement (the "Escrow Release Conditions") on or before December 1, 2025 (the "Escrow Release Deadline"), the Escrowed Funds together with any interest earned thereon will be released to the Resulting Issuer (and to the Agents in respect of the remaining Agents' commission and fees). If the Escrow Release Conditions are not satisfied or waived on or before the Escrow Release Deadline, or if the Transaction is terminated, the Subscription Receipts will be cancelled without any further action and the Escrowed Funds and any interest earned thereon will be returned to subscribers on a pro rata basis, with any shortage of funds being paid by GK and Syntholene. Pursuant to the Agency Agreement, the Agents are entitled to a cash commission of 6% on the Subscription Receipts sold pursuant to the Offering (3% on president's list subscriptions), and to broker warrants (each a "Broker Warrant") representing 6% of the number of Subscription Receipts issued (3% on president's list subscriptions) An aggregate of 759,430 Broker Warrants were issued to the Agents in connection with Closing of the Offering, and each Broker Warrant entitles the holder to acquire one Finco Share (or a pre-Consolidation Common Share following the Amalgamation) for an exercise price of $0.075 per Finco Share (or a pre-Consolidation Common Share following the Amalgamation) until the date that is 24 months following the date of the completion of the Transaction.

Copies of the Agency Agreement and the Subscription Receipt Agreement will be filed on GK's SEDAR+ profile at www.sedarplus.ca.

All securities issued pursuant to the first tranche of the Offering, and any shares that may be issuable on exercise of any Broker Warrants, will be subject to a statutory hold period until January 19, 2026. FinCo intends to complete a further tranche of the Offering on or before December 1, 2025, and will provide further information once complete.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor will there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About GK Resources Ltd.

GK Resources Ltd. is a mineral property exploration company that completed its initial public offering on March 21, 2019. On March 25, 2019, the shares of the Company began trading on the TSX Venture Exchange under the stock symbol NIKL.

Contact Information: For more information and to sign-up to the mailing list, please contact:

Jon Ward
Chief Executive Officer
Tel: (604) 355-0303
Email: jon@inventacapital.ca

Certain information set forth in this news release contains "forward‐looking statements" and "forward‐looking information" within the meaning of applicable Canadian securities legislation and applicable United States securities laws (referred to herein as forward‐looking statements). Except for statements of historical fact, certain information contained herein constitutes forward‐looking statements which includes, but is not limited to, statements with respect to: the closing of the Transaction, including receipt of all necessary approvals, and the timing thereof; information concerning the timing of subsequent closings of the Offering and the amount of proceeds therefrom; and the intended use of the net proceeds from the sale of Subscription Receipts.

Forward-looking statements are often identified by the use of words such as "may", "will", "could", "would", "anticipate", "believe", "expect", "intend", "potential", "estimate", "budget", "scheduled", "plans", "planned", "forecasts", "goals" and similar expressions. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided. Assumptions and factors include: the successful completion of the Transaction, the Offering, the integration of GK and Syntholene, and realization of benefits therefrom; the Company's ability to carry out the business plan of the Resulting Issuer, including but not limited to an effects-test and commercial scaleup targeting deployment in Q4 2025; use of net proceeds of the Offering; and the Resulting Issuer's ability to continue raising necessary capital to finance operations. Forward‐looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward‐looking statements. These risks and uncertainties include, but are not limited to: risks related to the Transaction, including, but not limited to, the ability to obtain necessary approvals in respect of the Transaction and to consummate the Transaction; integration risks; and general business, economic and competitive uncertainties. Although GK and Syntholene have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

There can be no assurance that forward‐looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Neither GK nor Syntholene undertakes any obligation to update forward‐looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The forward-looking statements contained herein are presented for the purposes of assisting investors in understanding the GK's, Syntholene's and the Resulting Issuer's plans, objectives and goals, including with respect to the Transaction, and may not be appropriate for other purposes. Forward-looking statements are not guarantees of future performance and the reader is cautioned not to place undue reliance on forward‐looking statements.

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.

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