CEO.CA Chairman's Briefing

Toronto, Ontario--(Newsfile Corp. - September 10, 2026) - Syntheia Corp. (CSE: SYAI) ("Syntheia" or the "Company") a leading provider of conversational AI solutions for inbound telephone call management, announces that it has entered into a definitive asset purchase agreement dated September 9, 2026 (the "Definitive Agreement") with Beyond the Call Inc. (the "Purchaser"), to sell its call centre assets (the "Call Centre Assets"), to Beyond the Call Inc., a company owned and controlled by a related party of the Company, the current President of the Company (the "Proposed Transaction"). The Call Centre Assets consist primarily of employees and customers related to the Call Centre Assets.

Sale Terms:

Subject to the fulfillment of certain closing conditions, including approval of the Proposed Transaction by shareholders of the Company, pursuant to the terms of the Definitive Agreement and MI 61-101 as described below, the Call Centre Assets will be sold for consideration to Syntheia primarily consisting of:

• the return for cancellation of 10,000,000 common shares in the capital of the Company held by the current President of the Company;

• the right of the Company to receive 40% of any consideration paid by a subsequent purchaser of the Call Centre Assets in the first year following the sale of the Call Centre Assets (the "Resale Participation Right"); and

• the termination and release from any and all obligations related to any consulting agreements entered into by the President of the Company.

Pursuant to the Resale Participation Right, if the Purchaser sells all or any part of the Call Centre Assets within one (1) year from the closing date of the Proposed Transaction, the Purchaser agrees to pay the Company an amount equal to forty per cent (40%) of the consideration received in respect of such sale with such payment to be made ten (10) business days of the Purchaser's receipt of such consideration.

Upon the return for cancellation of 10,000,000 common shares of the Company held by the related party, representing less than 10% of the Company's current issued and outstanding shares, the number of issued and outstanding shares of the Company will be reduced by 10,000,000, with such shares currently having an aggregate value of approximately $150,000.

The Proposed Transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Imran Butt, the President and a director of the Company, owns and controls the Purchaser. Accordingly, pursuant to MI 61-101, the Proposed Transaction is subject to the minority shareholder approval and the formal valuation requirements of MI 61-101. The Company has not received any valuations with respect to the Proposed Transaction and is relying on the exemption from the valuation requirement set out in Section 5.5(b) of MI 61-101, due to the fact that that the Company is not listed on one of the specified markets set out in Section 5.5(b) of MI 61-101 at a special meeting to be held by the Company at a date to be determined. The Company will be seeking the approval of the disinterested shareholders to approve the Proposed Transaction. Pursuant to the minority shareholder approval requirements of MI 61-101, the votes attached to common shares held by the related party will be excluded from voting on the Proposed Transaction. Pursuant to MI 61-101, the resolution approving the Proposed Transaction must be approved by a simple majority of affirmative votes cast by the shareholders, other than votes attaching to Common Shares held by the related party, present in person or represented by Proxy and entitled to vote at the Shareholder Meeting, in accordance with the "minority approval" requirements of 61-101.

The Call Centre Assets currently represent approximately 33% of the Company's net loss. The Proposed Transaction, if completed, is expected to effect the Company's business by reducing the revenues to nil, reducing expenses of approximately $2.2M on an annual basis and write off $5.8M of assets and $4.8M of liabilities.

The independent members of the Company's board of directors have approved the Definitive Agreement. Additional information regarding the Proposed Transaction, including the background to the Proposed Transaction, the review and recommendations of the independent directors, and the interests of related parties, will be included in the management information circular to be mailed to shareholders. The parties anticipate closing the Proposed Transaction on or before December 31, 2026.

The Company also announces that it intends to settle an aggregate of $53,680 of indebtedness to an arm's length creditor of the Company through the issuance of 2,147,200 common shares (the "Common Shares") in the capital of the Company with a deemed price of $0.025 per share (the "Debt Settlement").

The Debt Settlement remains subject to receipt of all necessary corporate and regulatory approvals, including the approval of the Canadian Securities Exchange. The Common Shares issued pursuant to the debt settlement will be subject to a four-month hold period.

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. 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.

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