Synex Renewable Energy Corporation Announces Voting Results from the Special Meeting of Shareholders

Vancouver, British Columbia--(Newsfile Corp. - May 27, 2025) - Synex Renewable Energy Corporation (TSX: SXI) ("Synex" or the "Company") announced today that the shareholders of the Company (the "Shareholders") have approved the previously announced statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia) (the "Arrangement"), whereby Sitka Power Inc. ("Sitka") will acquire all of the issued and outstanding common shares of the Company (the "Common Shares") for C$2.40 in cash per Common Share (the "Cash Consideration").

3,676,638 votes, or approximately 82.74% of the votes cast at the special meeting of the Shareholders held on May 27, 2025 (the "Meeting"), were cast in favour of the special resolution approving the Arrangement. 3,553,838 votes, or approximately 82.25% of the votes cast at the Meeting, excluding votes casts 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 ("MI 61‐101"), were cast in favour of the Arrangement.

Pursuant to the arrangement agreement dated March 27, 2025, as amended (the "Arrangement Agreement"), entered into between the Company and Sitka, the special resolution approving the Arrangement was required to be passed by (i) at least two-thirds (66 2/3%) of the votes cast by Shareholders at the Meeting, and (ii) a majority of the votes cast by Shareholders at the Meeting (excluding votes casts by persons whose votes may not be included in accordance with MI 61-101). Details of the voting results will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca.

The Company will seek a final order approving the Arrangement from the Supreme Court of British Columbia (the "Court") which is expected to take place on May 29, 2025. Subject to receiving all required regulatory approvals relating to the Arrangement, including from the British Columbia Utilities Commission and British Columbia Hydro and Power Authority, and satisfaction of other customary closing conditions, including final approval of the Court, the Arrangement is expected to close during the second half of 2025. Immediately following the completion of the Arrangement, the Company will be delisted from the Toronto Stock Exchange ("TSX") and become a wholly-owned subsidiary of Sitka.

Further details regarding the Arrangement, including the regulatory approvals, closing conditions and the benefits for the Shareholders, can be found in the Company's management proxy circular dated April 24, 2025, in respect of the Meeting, which can be found under the Company's SEDAR+ profile at www.sedarplus.ca.

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 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 and the 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 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) 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; (e) changes and trends in the Company's industry and the global economy; and (f) 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.

For more information, please contact:

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/253582