Syntheia Signs Non-Binding LOI for SATCOM Acquisition

Syntheia Corp. (CSE: SYAI,OTC:SYAIF) (‘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 (the ‘LOI’), dated January 12, 2026, with CX1 Capital Inc. to acquire Wunderlich Group LLC, dba Satcom (collectively, known as ‘Satcom’), and certain of its assets (the ‘Proposed Transaction’). The Proposed Transaction is expected to be structured as a share purchase of Satcom, but is subject to the receipt of tax, corporate and securities law advice by both parties.

Acquisitions Terms:

It is anticipated that Satcom will be acquired for consideration from Syntheia of US$5.5M in a combination of:

• US$1,450,000 cash payment on closing pro rata to the Satcom shareholders;
• Promissory notes to be issued pro rata to the shareholders of Satcom in the aggregate amount of US$2,220,000; and

The Company will also pay up to US$4,500,000 in a performance earn-out to Satcom to be satisfied through a combination of additional cash, promissory notes and issuance of common shares.

‘With the CCG acquisition now fully integrated and revenue producing, we are pleased to announce our second proposed acquisition, Satcom,’ commented Tony Di Benedetto, CEO of Syntheia.

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 related financings and the status of the Definitive Agreement in due course.

The common shares of the Company issuable in the Proposed Transaction will be issued subject to applicable securities laws, the policies of the CSE and such escrow, pooling, voluntary stock restriction, earn-out or similar agreements as the parties may agree upon. No finder’s fees are payable by either party in connection with the Proposed Transaction. The Proposed Transaction is subject to a number of conditions, including but not limited to, the parties successfully entering into the Definitive Agreement; the receipt of all necessary approvals, including the approval of the CSE; and certain other closing conditions, including the completion of satisfactory due diligence by both the Company and Satcom.

About Satcom

For more than two decades, SatCom has been a trusted partner in delivering customer engagement solutions. Today, as SatCom CX, we are reinvented — powered by a new leadership team, modern technology, and an expanded global footprint. With operational hubs in San Salvador (El Salvador) and Port of Spain (Trinidad) alongside our U.S. headquarters in Fort Myers, Florida and our Canadian headquarters in Toronto, Canada — we are uniquely positioned to serve clients across the Americas and beyond.

About Syntheia

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/280139