Syntheia Signs Non-Binding LOI for Call Center Acquisition

Syntheia Corp. (CSE :SYAI) (‘Syntheia’ or the ‘Company’) (Syntheia.ai), a leading provider of conversational AI solutions for inbound telephone call management, is pleased to announce that it has entered into a non-binding letter of intent dated May 6, 2025 (the ‘LOI’), to acquire Beyond The Call Inc. (‘BTC’), an arm’s length party, and certain of its assets, a call Center in Ontario (the ‘Proposed Transaction’).

Traditional call centers are inefficient legacy businesses with high staff turnover (~ 70%) that have challenges maintaining consistent service quality, maintaining high call volumes, increasing cost of labour along with shortage of qualified labour.

With our platform built and operational, management of both Company’s envision an opportunity to integrate the Company’s technology with BTC’s business to significantly improve operations and customer satisfaction as demands evolve with Syntheia’s AI Engine.

Acquisitions Terms:

It is anticipated that BTC will be acquired for consideration from Syntheia of $10M in a combination of:

• $6,000,000 cash to be financed through a debt financing on terms to be determined; and
• $2,000,000 performance earn out based on to be determined milestones.

No finder fees will be paid in connection with the Proposed Transaction.

The LOI contemplates that the parties will draft, finalize and execute a binding definitive agreement (a ‘Definitive Agreement‘) respecting the Proposed Transaction and the entering into of a Definitive Agreement are subject to mutual due diligence investigations. The Company expects to provide an update respecting the Proposed Transaction, any required shareholder and regulatory approvals, any concurrent financings and the status of the Definitive Agreement in due course.

The Proposed Transaction will be subject to the following conditions:

• the terms outlined in the LOI must be incorporated into the Definitive Agreement, which is expected to be executed following completion of each company’s due diligence investigations;
• the Proposed Transaction is conditional upon satisfactory due diligence by both parties, including but not limited to legal, corporate, financial and technical due diligence;
• all common shares of the Company to be issued to the shareholders of BTC pursuant to the terms of the Proposed Transaction will be subject to a four-month statutory hold period from the date of issuance; and
• the Proposed Transaction is subject to standard regulatory and stock exchange approvals.

About Syntheia

Syntheia is an artificial intelligence technology company which is developing and commercializing proprietary algorithms to deliver human-like conversations.

Syntheia is now acquiring call centers and deploying our technology to enhance customer satisfaction while dramatically reducing turnover and traditional staffing issues.

Syntheia pursuing a roll up strategy of call centers globally.

For further information, please contact:

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 BTC. 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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