{"success":true,"data":{"pressRelease":{"id":"141078","rtpr_id":"nNFC4G8C5f-20260910","ticker":"SYAI","exchange":"","all_tickers":["SYAI"],"title":"Syntheia Signs Definitive Agreement for Sale of Call Center Assets and Announces Shares for Debt Transaction","author":"Newsfile Corp","published_at":"2026-09-10T21:15:11.642Z","article_body":"Toronto, Ontario--(Newsfile Corp. - September 10, 2026) - Syntheia Corp. (CSE:\nSYAI) (\"Syntheia\" or the \"Company\") a leading provider of conversational AI\nsolutions for inbound telephone call management, announces that it has entered\ninto a definitive asset purchase agreement dated September 9, 2026 (the\n\"Definitive Agreement\") with Beyond the Call Inc. (the \"Purchaser\"), to sell\nits call centre assets (the \"Call Centre Assets\"), to Beyond the Call Inc., a\ncompany owned and controlled by a related party of the Company, the current\nPresident of the Company (the \"Proposed Transaction\"). The Call Centre Assets\nconsist primarily of employees and customers related to the Call Centre\nAssets.\n\nSale Terms:\n\nSubject to the fulfillment of certain closing conditions, including approval\nof the Proposed Transaction by shareholders of the Company, pursuant to the\nterms of the Definitive Agreement and MI 61-101 as described below, the Call\nCentre Assets will be sold for consideration to Syntheia primarily consisting\nof:\n*\nthe return for cancellation of 10,000,000 common shares in the capital of the\nCompany held by the current President of the Company;\n*\nthe right of the Company to receive 40% of any consideration paid by a\nsubsequent purchaser of the Call Centre Assets in the first year following the\nsale of the Call Centre Assets (the \"Resale Participation Right\"); and\n*\nthe termination and release from any and all obligations related to any\nconsulting agreements entered into by the President of the Company.\n\nPursuant to the Resale Participation Right, if the Purchaser sells all or any\npart of the Call Centre Assets within one (1) year from the closing date of\nthe Proposed Transaction, the Purchaser agrees to pay the Company an amount\nequal to forty per cent (40%) of the consideration received in respect of such\nsale with such payment to be made ten (10) business days of the Purchaser's\nreceipt of such consideration.\n\nUpon the return for cancellation of 10,000,000 common shares of the Company\nheld by the related party, representing less than 10% of the Company's current\nissued and outstanding shares, the number of issued and outstanding shares of\nthe Company will be reduced by 10,000,000, with such shares currently having\nan aggregate value of approximately $150,000.\n\nThe Proposed Transaction constitutes a \"related party transaction\" within the\nmeaning of Multilateral Instrument 61-101 - Protection of Minority Security\nHolders in Special Transactions (\"MI 61-101\") as Imran Butt, the President and\na director of the Company, owns and controls the Purchaser. Accordingly,\npursuant to MI 61-101, the Proposed Transaction is subject to the minority\nshareholder approval and the formal valuation requirements of MI 61-101. The\nCompany has not received any valuations with respect to the Proposed\nTransaction and is relying on the exemption from the valuation requirement set\nout in Section 5.5(b) of MI 61-101, due to the fact that that the Company is\nnot listed on one of the specified markets set out in Section 5.5(b) of MI\n61-101 at a special meeting to be held by the Company at a date to be\ndetermined. The Company will be seeking the approval of the disinterested\nshareholders to approve the Proposed Transaction. Pursuant to the minority\nshareholder approval requirements of MI 61-101, the votes attached to common\nshares held by the related party will be excluded from voting on the Proposed\nTransaction. Pursuant to MI 61-101, the resolution approving the Proposed\nTransaction must be approved by a simple majority of affirmative votes cast by\nthe shareholders, other than votes attaching to Common Shares held by the\nrelated party, present in person or represented by Proxy and entitled to vote\nat the Shareholder Meeting, in accordance with the \"minority approval\"\nrequirements of 61-101.\n\nThe Call Centre Assets currently represent approximately 33% of the Company's\nnet loss. The Proposed Transaction, if completed, is expected to effect the\nCompany's business by reducing the revenues to nil, reducing expenses of\napproximately $2.2M on an annual basis and write off $5.8M of assets and $4.8M\nof liabilities.\n\nThe independent members of the Company's board of directors have approved the\nDefinitive Agreement. Additional information regarding the Proposed\nTransaction, including the background to the Proposed Transaction, the review\nand recommendations of the independent directors, and the interests of related\nparties, will be included in the management information circular to be mailed\nto shareholders. The parties anticipate closing the Proposed Transaction on or\nbefore December 31, 2026.\n\nThe Company also announces that it intends to settle an aggregate of $53,680\nof indebtedness to an arm's length creditor of the Company through the\nissuance of 2,147,200 common shares (the \"Common Shares\") in the capital of\nthe Company with a deemed price of $0.025 per share (the \"Debt Settlement\").\n\nThe Debt Settlement remains subject to receipt of all necessary corporate and\nregulatory approvals, including the approval of the Canadian Securities\nExchange. The Common Shares issued pursuant to the debt settlement will be\nsubject to a four-month hold period.\n\nAbout Syntheia\n\nSyntheia is an artificial intelligence technology company which is developing\nand commercializing proprietary algorithms to deliver human-like conversations\nand deploying our technology to enhance customer satisfaction while\ndramatically reducing turnover and traditional staffing issues.\n\nFor further information, please contact:\n\nTony Di Benedetto\nChief Executive Officer\nTel: (844) 796-8434\n\nCautionary Statement\n\nNeither the Canadian Securities Exchange nor its Market Regulator (as that\nterm is defined in the policies of the Canadian Securities Exchange) accepts\nresponsibility for the adequacy or accuracy of this news release.\n\nThis news release contains certain \"forward-looking information\" within the\nmeaning of applicable securities law. Forward-looking information is\nfrequently characterized by words such as \"plan\", \"expect\", \"project\",\n\"intend\", \"believe\", \"anticipate\", \"estimate\", \"may\", \"will\", \"would\",\n\"potential\", \"proposed\" and other similar words, or statements that certain\nevents or conditions \"may\" or \"will\" occur. These statements are only\npredictions. Forward-looking information is based on the opinions and\nestimates of management at the date the information is provided and is subject\nto a variety of risks and uncertainties and other factors that could cause\nactual events or results to differ materially from those projected in the\nforward-looking information. Readers are cautioned that forward‐looking\ninformation is not based on historical facts but instead reflects the\nCompany's management's expectations, estimates or projections concerning the\nbusiness of the Company's future results or events based on the opinions,\nassumptions and estimates of management considered reasonable at the date the\nstatements are made.\n\nAlthough the Company believes that the expectations reflected in such\nforward‐looking information are reasonable, such information involves risks\nand uncertainties, and undue reliance should not be placed on such\ninformation, as unknown or unpredictable factors could have material adverse\neffects on future results, performance or achievements. Please refer to the\nCompany's listing statement available on SEDAR+ for a list of risks and key\nfactors that could cause actual results to differ materially from those\nprojected in the forward‐looking information. Should one or more of these\nrisks or uncertainties materialize, or should assumptions underlying the\nforward‐looking information prove incorrect, actual results may vary\nmaterially from those described herein as intended, planned, anticipated,\nbelieved, estimated or expected.\n\nAlthough the Company has attempted to identify important risks, uncertainties\nand factors which could cause actual results to differ materially, there may\nbe others that cause results not to be as anticipated, estimated or intended.\nThe Company undertakes no obligation to update forward-looking information if\ncircumstances or management's estimates or opinions should change unless\nrequired by law. The reader is cautioned not to place undue reliance on\nforward-looking information.\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/313884","article_body_html":"","raw_payload":{"data":{"id":"nNFC4G8C5f-20260910","title":"Syntheia Signs Definitive Agreement for Sale of Call Center Assets and Announces Shares for Debt Transaction","author":"Newsfile Corp","ticker":"SYAI","created":"2026-09-10T21:15:11.642Z","tickers":["SYAI"],"exchange":"","article_body":"Toronto, Ontario--(Newsfile Corp. - September 10, 2026) - Syntheia Corp. (CSE:\nSYAI) (\"Syntheia\" or the \"Company\") a leading provider of conversational AI\nsolutions for inbound telephone call management, announces that it has entered\ninto a definitive asset purchase agreement dated September 9, 2026 (the\n\"Definitive Agreement\") with Beyond the Call Inc. (the \"Purchaser\"), to sell\nits call centre assets (the \"Call Centre Assets\"), to Beyond the Call Inc., a\ncompany owned and controlled by a related party of the Company, the current\nPresident of the Company (the \"Proposed Transaction\"). The Call Centre Assets\nconsist primarily of employees and customers related to the Call Centre\nAssets.\n\nSale Terms:\n\nSubject to the fulfillment of certain closing conditions, including approval\nof the Proposed Transaction by shareholders of the Company, pursuant to the\nterms of the Definitive Agreement and MI 61-101 as described below, the Call\nCentre Assets will be sold for consideration to Syntheia primarily consisting\nof:\n*\nthe return for cancellation of 10,000,000 common shares in the capital of the\nCompany held by the current President of the Company;\n*\nthe right of the Company to receive 40% of any consideration paid by a\nsubsequent purchaser of the Call Centre Assets in the first year following the\nsale of the Call Centre Assets (the \"Resale Participation Right\"); and\n*\nthe termination and release from any and all obligations related to any\nconsulting agreements entered into by the President of the Company.\n\nPursuant to the Resale Participation Right, if the Purchaser sells all or any\npart of the Call Centre Assets within one (1) year from the closing date of\nthe Proposed Transaction, the Purchaser agrees to pay the Company an amount\nequal to forty per cent (40%) of the consideration received in respect of such\nsale with such payment to be made ten (10) business days of the Purchaser's\nreceipt of such consideration.\n\nUpon the return for cancellation of 10,000,000 common shares of the Company\nheld by the related party, representing less than 10% of the Company's current\nissued and outstanding shares, the number of issued and outstanding shares of\nthe Company will be reduced by 10,000,000, with such shares currently having\nan aggregate value of approximately $150,000.\n\nThe Proposed Transaction constitutes a \"related party transaction\" within the\nmeaning of Multilateral Instrument 61-101 - Protection of Minority Security\nHolders in Special Transactions (\"MI 61-101\") as Imran Butt, the President and\na director of the Company, owns and controls the Purchaser. Accordingly,\npursuant to MI 61-101, the Proposed Transaction is subject to the minority\nshareholder approval and the formal valuation requirements of MI 61-101. The\nCompany has not received any valuations with respect to the Proposed\nTransaction and is relying on the exemption from the valuation requirement set\nout in Section 5.5(b) of MI 61-101, due to the fact that that the Company is\nnot listed on one of the specified markets set out in Section 5.5(b) of MI\n61-101 at a special meeting to be held by the Company at a date to be\ndetermined. The Company will be seeking the approval of the disinterested\nshareholders to approve the Proposed Transaction. Pursuant to the minority\nshareholder approval requirements of MI 61-101, the votes attached to common\nshares held by the related party will be excluded from voting on the Proposed\nTransaction. Pursuant to MI 61-101, the resolution approving the Proposed\nTransaction must be approved by a simple majority of affirmative votes cast by\nthe shareholders, other than votes attaching to Common Shares held by the\nrelated party, present in person or represented by Proxy and entitled to vote\nat the Shareholder Meeting, in accordance with the \"minority approval\"\nrequirements of 61-101.\n\nThe Call Centre Assets currently represent approximately 33% of the Company's\nnet loss. The Proposed Transaction, if completed, is expected to effect the\nCompany's business by reducing the revenues to nil, reducing expenses of\napproximately $2.2M on an annual basis and write off $5.8M of assets and $4.8M\nof liabilities.\n\nThe independent members of the Company's board of directors have approved the\nDefinitive Agreement. Additional information regarding the Proposed\nTransaction, including the background to the Proposed Transaction, the review\nand recommendations of the independent directors, and the interests of related\nparties, will be included in the management information circular to be mailed\nto shareholders. The parties anticipate closing the Proposed Transaction on or\nbefore December 31, 2026.\n\nThe Company also announces that it intends to settle an aggregate of $53,680\nof indebtedness to an arm's length creditor of the Company through the\nissuance of 2,147,200 common shares (the \"Common Shares\") in the capital of\nthe Company with a deemed price of $0.025 per share (the \"Debt Settlement\").\n\nThe Debt Settlement remains subject to receipt of all necessary corporate and\nregulatory approvals, including the approval of the Canadian Securities\nExchange. The Common Shares issued pursuant to the debt settlement will be\nsubject to a four-month hold period.\n\nAbout Syntheia\n\nSyntheia is an artificial intelligence technology company which is developing\nand commercializing proprietary algorithms to deliver human-like conversations\nand deploying our technology to enhance customer satisfaction while\ndramatically reducing turnover and traditional staffing issues.\n\nFor further information, please contact:\n\nTony Di Benedetto\nChief Executive Officer\nTel: (844) 796-8434\n\nCautionary Statement\n\nNeither the Canadian Securities Exchange nor its Market Regulator (as that\nterm is defined in the policies of the Canadian Securities Exchange) accepts\nresponsibility for the adequacy or accuracy of this news release.\n\nThis news release contains certain \"forward-looking information\" within the\nmeaning of applicable securities law. Forward-looking information is\nfrequently characterized by words such as \"plan\", \"expect\", \"project\",\n\"intend\", \"believe\", \"anticipate\", \"estimate\", \"may\", \"will\", \"would\",\n\"potential\", \"proposed\" and other similar words, or statements that certain\nevents or conditions \"may\" or \"will\" occur. These statements are only\npredictions. Forward-looking information is based on the opinions and\nestimates of management at the date the information is provided and is subject\nto a variety of risks and uncertainties and other factors that could cause\nactual events or results to differ materially from those projected in the\nforward-looking information. Readers are cautioned that forward‐looking\ninformation is not based on historical facts but instead reflects the\nCompany's management's expectations, estimates or projections concerning the\nbusiness of the Company's future results or events based on the opinions,\nassumptions and estimates of management considered reasonable at the date the\nstatements are made.\n\nAlthough the Company believes that the expectations reflected in such\nforward‐looking information are reasonable, such information involves risks\nand uncertainties, and undue reliance should not be placed on such\ninformation, as unknown or unpredictable factors could have material adverse\neffects on future results, performance or achievements. Please refer to the\nCompany's listing statement available on SEDAR+ for a list of risks and key\nfactors that could cause actual results to differ materially from those\nprojected in the forward‐looking information. Should one or more of these\nrisks or uncertainties materialize, or should assumptions underlying the\nforward‐looking information prove incorrect, actual results may vary\nmaterially from those described herein as intended, planned, anticipated,\nbelieved, estimated or expected.\n\nAlthough the Company has attempted to identify important risks, uncertainties\nand factors which could cause actual results to differ materially, there may\nbe others that cause results not to be as anticipated, estimated or intended.\nThe Company undertakes no obligation to update forward-looking information if\ncircumstances or management's estimates or opinions should change unless\nrequired by law. The reader is cautioned not to place undue reliance on\nforward-looking information.\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/313884"},"type":"article","timestamp":"2026-09-10T21:15:11.708322181Z","server_sent_at_ms":1789074911708},"received_at":"2026-09-10T21:15:11.767Z","source_url":"https://www.newsfilecorp.com/release/313884"},"analysis":{"id":"129915","press_release_id":"141078","analysis_json":{"industry":{"label":"Software","sector":"Information Technology"},"redFlags":["Related-party sale: purchaser is owned and controlled by the company's own President/director (Imran Butt)","No formal valuation obtained; company relies on MI 61-101 Section 5.5(b) exemption","Sale reduces revenues to nil — company becomes pre-revenue post-closing","Total consideration for operating assets is only ~$150,000 in share cancellation plus a contingent 40% resale participation right","Additional dilution via debt settlement shares priced at a deemed $0.025 per share"],"eventType":"m_and_a","narrative":"Syntheia has signed a definitive agreement to sell its call centre assets to Beyond the Call Inc., a company owned and controlled by Syntheia President and director Imran Butt, making it a related-party transaction that requires disinterested minority shareholder approval under MI 61-101.\n\nConsideration consists primarily of the cancellation of 10 million Syntheia shares held by the President, valued at approximately $150,000, plus a 40% participation right in any resale of the assets within one year and release from his consulting obligations.\n\nThe call centre assets account for roughly 33% of the company's net loss; once the sale closes, revenues fall to nil while annual expenses drop about $2.2M and $5.8M of assets and $4.8M of liabilities are written off. Closing is anticipated on or before December 31, 2026.\n\nSeparately, Syntheia will settle $53,680 owed to an arm's-length creditor by issuing 2,147,200 shares at a deemed price of $0.025 per share, subject to a four-month hold period and CSE approval.","sentiment":"bearish","agentHooks":{"shouldPost":true,"suggestedAngle":"Insider buys the company's revenue-generating assets for ~$150K in share cancellation, leaving Syntheia a revenueless AI shell — watch the minority shareholder vote."},"keyFigures":{"dealValueUsd":150000,"customDimensions":{"expected_closing":"on or before December 31, 2026","shares_cancelled":10000000,"assets_written_off":5800000,"deemed_share_price":0.025,"debt_settlement_amount":53680,"debt_settlement_shares":2147200,"liabilities_written_off":4800000,"expense_reduction_annual":2200000,"resale_participation_pct":"40%","resale_participation_window":"first year after closing","shares_cancelled_pct_outstanding":"less than 10%","pct_of_net_loss_from_call_centre_assets":"33%"}},"quotedText":"The Proposed Transaction, if completed, is expected to effect the\nCompany's business by reducing the revenues to nil, reducing expenses of\napproximately $2.2M on an annual basis and write off $5.8M of assets and $4.8M\nof liabilities.","namedEntities":{"people":[{"name":"Imran Butt","role":"President and director of Syntheia; owner and controller of the Purchaser (Beyond the Call Inc.)"},{"name":"Tony Di Benedetto","role":"Chief Executive Officer"}],"products":[],"companies":[{"name":"Syntheia Corp.","ticker":"SYAI","relationship":"filer / seller of call centre assets"},{"name":"Beyond the Call Inc.","relationship":"related-party purchaser, owned and controlled by Syntheia's President"}],"dollarAmounts":[{"amount":"$150,000","context":"aggregate value of the 10,000,000 shares to be returned for cancellation"},{"amount":"$2.2M","context":"expected annual expense reduction from the sale"},{"amount":"$5.8M","context":"assets to be written off upon completion"},{"amount":"$4.8M","context":"liabilities to be written off upon completion"},{"amount":"$53,680","context":"indebtedness to be settled via share issuance"},{"amount":"$0.025","context":"deemed price per share for the debt settlement"}]},"materialImpact":{"score":4,"reasoning":"Transformative divestiture: the sale of the call centre assets to an insider-controlled buyer takes revenues to nil and effectively hollows out the company. Absolute consideration is tiny (~$150,000 in share cancellation) and closing remains conditional on minority shareholder approval under MI 61-101, keeping it below a 5."},"tickerRelevance":{"others":[],"primary":"SYAI"},"globalImportance":22,"audienceRelevance":10,"eventTypeSecondary":["dilution"],"importanceComponents":{"tickerTier":"micro-cap (CSE-listed)","eventGravity":"related-party divestiture zeroing out revenue","conditionality":"subject to MI 61-101 minority shareholder approval","absoluteDollarSize":"~$150K consideration; $2.2M annual expense reduction","retailFavoriteBoost":false,"relatedPartyTransaction":true}},"event_type":"m_and_a","event_type_secondary":["dilution"],"sentiment":"bearish","material_impact_score":4,"narrative":"Syntheia has signed a definitive agreement to sell its call centre assets to Beyond the Call Inc., a company owned and controlled by Syntheia President and director Imran Butt, making it a related-party transaction that requires disinterested minority shareholder approval under MI 61-101.\n\nConsideration consists primarily of the cancellation of 10 million Syntheia shares held by the President, valued at approximately $150,000, plus a 40% participation right in any resale of the assets within one year and release from his consulting obligations.\n\nThe call centre assets account for roughly 33% of the company's net loss; once the sale closes, revenues fall to nil while annual expenses drop about $2.2M and $5.8M of assets and $4.8M of liabilities are written off. Closing is anticipated on or before December 31, 2026.\n\nSeparately, Syntheia will settle $53,680 owed to an arm's-length creditor by issuing 2,147,200 shares at a deemed price of $0.025 per share, subject to a four-month hold period and CSE approval.","key_figures":{"dealValueUsd":150000,"customDimensions":{"expected_closing":"on or before December 31, 2026","shares_cancelled":10000000,"assets_written_off":5800000,"deemed_share_price":0.025,"debt_settlement_amount":53680,"debt_settlement_shares":2147200,"liabilities_written_off":4800000,"expense_reduction_annual":2200000,"resale_participation_pct":"40%","resale_participation_window":"first year after closing","shares_cancelled_pct_outstanding":"less than 10%","pct_of_net_loss_from_call_centre_assets":"33%"}},"named_entities":{"people":[{"name":"Imran Butt","role":"President and director of Syntheia; owner and controller of the Purchaser (Beyond the Call Inc.)"},{"name":"Tony Di Benedetto","role":"Chief Executive Officer"}],"products":[],"companies":[{"name":"Syntheia Corp.","ticker":"SYAI","relationship":"filer / seller of call centre assets"},{"name":"Beyond the Call Inc.","relationship":"related-party purchaser, owned and controlled by Syntheia's President"}],"dollarAmounts":[{"amount":"$150,000","context":"aggregate value of the 10,000,000 shares to be returned for cancellation"},{"amount":"$2.2M","context":"expected annual expense reduction from the sale"},{"amount":"$5.8M","context":"assets to be written off upon completion"},{"amount":"$4.8M","context":"liabilities to be written off upon completion"},{"amount":"$53,680","context":"indebtedness to be settled via share issuance"},{"amount":"$0.025","context":"deemed price per share for the debt settlement"}]},"model_name":"glm-5.3-flash","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-09-10T21:16:05.011Z","global_importance":22,"audience_relevance":10,"importance_components":{"tickerTier":"micro-cap (CSE-listed)","eventGravity":"related-party divestiture zeroing out revenue","conditionality":"subject to MI 61-101 minority shareholder approval","absoluteDollarSize":"~$150K consideration; $2.2M annual expense reduction","retailFavoriteBoost":false,"relatedPartyTransaction":true}},"durationMs":53310,"modelName":"glm-5.3-flash"}}