Syntheia Signs Definitive Agreement for Call Center Acquisition

Syntheia Corp. (CSE: SYAI) (‘Syntheia’ or the ‘Company’) (syntheia.ai), today announced that it has entered into an amended and restated agreement dated September 25, 2025 (the ‘Restated Agreement‘) with Call Center Guys Inc. (‘CCG‘), to amend and restate the terms of an asset purchase agreement dated July 4, 2025 (the ‘Initial Agreement‘), whereby the Company agreed to acquire certain assets from CCG (the ‘CCG Assets‘). The Initial Agreement required the issuance of 20,000,000 common shares and the cash payment of CDN$8,000,000 less the Canadian equivalent of USD$1,485,000 payable to a third party to complete a further strategic acquisition of assets.

Under the terms of the Restated Agreement, the Company has now agreed to issue to CCG and its principal the following:

• 10,000,000 common shares in the capital of the Company issued at a deemed price per share of $0.10 subject to an 18-month escrow with twenty-five percent of the shares released on closing of the Transaction and twenty-five percent released every six-months thereafter with the final release occurring 18-months from the closing of the Transaction;
• Cash payment of CDN$750,000; and
• A secured 10% promissory note whereby the Company will agree to pay CDN$7,250,000 less the amount paid in Canadian dollars to a third-party for a strategic acquisition to occur following closing of the Transaction, such obligation to pay subject to the closing of the strategic acquisition.

No finder fees will be paid in connection with the Transaction. It is expected that the closing of the Transaction will occur in the upcoming weeks.

All common shares of the Company to be issued in connection with the Transaction pursuant to the terms of the Definitive Agreement will be subject to a four-month and a day statutory hold period from the date of issuance.

‘This acquisition, upon completion will bring an immediate $10M+ in revenue with a projected $2.2M+ of EBITDA on annual basis. When we then combine with our Syntheia conversational AI platform, we expect savings and efficiencies resulting from deploying our technology of 30% while increasing the customer experience. Welcome to the power of AI,’ commented Tony Di Benedetto CEO of Syntheia. ‘We look to continue this industry wide roll out across North America deploying our conversational AI platform in call center acquisitions where we can enhance revenue growth, realize savings, increase customer satisfaction, and create consistent accretive shareholder value. Stay tuned!’ said Tony Di Benedetto, Chief Executive Officer.

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.

For further information, please contact:

Tony Di Benedetto
Chief Executive Officer
Tel: (844) 796-8434

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.

Source

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