Syntheia Announces Shares for Debt Transaction

Toronto, Ontario--(Newsfile Corp. - November 14, 2025) - Syntheia Corp. (CSE: SYAI) ("Syntheia" or the "Company") (syntheia.ai) is pleased to announce that it intends to settle an aggregate of $590,768.28 of indebtedness to certain creditors of the Company through the issuance of 4,923,069 common shares in the capital of the Company (the "Common Shares") at a price of $0.12 per Common Share (the "Debt Settlement"). The indebtedness related to fees for services, expenses and payments made relating to consulting agreements with certain officers and consultants of the Company. The Common Shares issued pursuant to the debt settlement are subject to a four-month hold period and completion of the transaction remains subject to final acceptance of the Canadian Securities Exchange.

The Debt Settlement constituted a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as insiders of the Company received an aggregate of 4,923,069 Common Shares. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of such Common Shares nor the Debt Settlement exceeds 25% of the Company's market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Debt Settlement, which the Company deems reasonable.

About Syntheia

Syntheia is an artificial intelligence technology company which is developing and commercializing proprietary algorithms to deliver human-like conversations and deploying our technology to enhance customer satisfaction while dramatically reducing turnover and traditional staffing issues.

Cautionary Statement

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Forward-looking statements in this news release includes, but are not limited to, the synergies derived from the acquisition of the assets in the Transaction. Readers are cautioned that forward‐looking information is not based on historical facts but instead reflects the Company's management's expectations, estimates or projections concerning the business of the Company's future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made.

Although the Company believes that the expectations reflected in such forward‐looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements. Please refer to the Company's listing statement available on SEDAR+ for a list of risks and key factors that could cause actual results to differ materially from those projected in the forward‐looking information. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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