Synex Renewable Energy Corporation Files Circular for Special Meeting of Shareholders and Announces Receipt of Interim Court Order for Plan of Arrangement

Vancouver, British Columbia--(Newsfile Corp. - April 29, 2025) - Synex Renewable Energy Corporation (TSX: SXI) ("Synex" or the "Company"), announced today that it has filed and commenced mailing its management information circular (the "Circular") and related materials for its special meeting (the "Meeting") of the holders ("Shareholders") of common shares ("Common Shares") to be held on May 27, 2025, at 12:00 p.m. (Toronto time), at the offices of Dentons Canada LLP located at 77 King Street West, Suite 400, Toronto, Ontario, M5K 0A1. Synex also announces that the Supreme Court of British Columbia (the "Court") has granted an interim order dated April 24, 2025, providing for the calling and holding of the Meeting and other procedural matters relating to the Arrangement (as defined herein).

The Meeting

At the Meeting, Shareholders will be asked to consider and vote on a special resolution (the "Arrangement Resolution") approving the previously announced statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia) (the "Arrangement"), subject to the terms and conditions of an arrangement agreement dated March 27, 2025, as amended (the "Arrangement Agreement"), entered into between Synex and Sitka Power Inc. ("Sitka").

Under the terms of the Arrangement Agreement, Sitka will acquire all of the issued and outstanding Common Shares, with each Shareholder receiving C$2.40 in cash per Common Share (the "Cash Consideration"). Immediately following the completion of the Arrangement, Synex will be delisted from the Toronto Stock Exchange ("TSX") and become a wholly-owned subsidiary of Sitka.

For the Arrangement to become effective, the Arrangement Resolution must first be approved at the Meeting by: (i) at least two-thirds of the votes cast by Shareholders at the Meeting; and (ii) a majority of the votes cast by Shareholders at the Meeting (excluding the votes cast by persons whose votes may not be included in determining minority approval of a "business combination" in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions).

The board of directors of the Company (the "Board") and the independent special committee of the Board unanimously recommend that Shareholders vote FOR the Arrangement Resolution.

The Circular provides important information about the Arrangement, as well as related matters, including voting procedures and instructions for Shareholders unable to attend the Meeting. Shareholders are urged to read the Circular and its appendices carefully and in their entirety. The Circular is available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Subject to obtaining the requisite Shareholder approval for the Arrangement, receipt of all required regulatory approvals relating to the Arrangement, including from the British Columbia Utilities Commission and British Columbia Hydro and Power Authority, and the satisfaction of other customary closing conditions, including final approval of the Court, all as more particularly described in the Circular, the Arrangement is expected to close during the second half of 2025.

About Synex Renewable Energy Corporation

Synex is a Vancouver, British Columbia based company engaged in the development, acquisition, ownership, and operation of renewable energy projects in Canada. It has ownership interests in 11 MW of operating hydro projects in British Columbia and owns a Vancouver Island grid connection and utility carrying on business as Kyuquot Power Ltd. The Company also has 9.4 MW of construction ready run-of-river projects, applications, and land tenures on another 24 potential hydroelectric sites totaling over 150 MW of capacity, and approximately 16 wind development sites that could provide up to 4,700 MW of clean power in British Columbia.

For further information, visit www.synex.com.

About Sitka Power Inc.

Sitka is a small scale Canadian renewable energy developer and independent power producer, headquartered in Calgary, Alberta, who is active in British Columbia, Alberta, Saskatchewan, and Ontario.

For further information, visit www.sitka-power.ca.

Forward-Looking Statements

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Such forward-looking information or statements ("FLS") are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such FLS may be identified by words such as "proposed", "expects", "intends", "may", "will", and similar expressions. FLS contained or referred to in this press release includes, but is not limited to, the proposed timing and various steps contemplated in respect of the Arrangement, the holding of, and approval by the Shareholders of the Arrangement at, the Meeting and the results of the completion of the Arrangement, the likelihood that the Arrangement will be consummated, receipt of required regulatory and Court approvals, payment of the Cash Consideration, the possibility of any termination of the Arrangement Agreement in accordance with its terms, and delisting of the Common Shares.

FLS is based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although the Company believes that the expectations reflected in such FLS is reasonable, undue reliance should not be placed on FLS because the Company can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ materially from those described in such FLS include, without limitation, the following factors, many of which are beyond the Company's control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder, Court and regulatory approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (c) risks relating to the abilities of the parties to satisfy conditions precedent to the Arrangement; (d) a third party superior proposal materializing prior to the completion of the Arrangement; (e) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates or tax rates; (f) changes and trends in the Company's industry and the global economy; and (g) the identified risk factors included in the Company's public disclosure, including the annual information form dated September 27, 2024, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca. If any of these risks or uncertainties materialize, or if the assumptions underlying the FLS prove incorrect, actual results or future events might vary materially from those anticipated in the FLS. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in FLS, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such FLS. The FLS in this press release reflect the current expectations, assumptions, judgements and/or beliefs of the Company based on information currently available to the Company, and are subject to change without notice.

Any FLS speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any FLS, whether as a result of new information, future events or results or otherwise, except as required under applicable securities laws. The FLS contained in this press release are expressly qualified by this cautionary statement. For more information on the Company, please review the Company's continuous disclosure filings that are available under the Company's profile at www.sedarplus.ca.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The TSX accepts no responsibility for the adequacy or accuracy of this release.

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