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Judge blocks Trump National Guard deployment in Los Angeles

A federal judge on Wednesday blocked President Donald Trump’s deployment of National Guard troops to Los Angeles and ordered them returned to the control of California Gov. Gavin Newsom. 

The order, handed down by U.S. District Court Judge Charles Breyer, is a blow to the Trump administration, and comes six months after the president in June deployed thousands of federalized National Guard troops to the city in response to a wave of immigration protests.

Breyer on Wednesday rejected the Trump administration’s claim that the demonstrations in Los Angeles amount to a ‘rebellion’ sufficient to justify the president’s continued deployment of National Guard troops in the city under U.S.C. Section 12406, which allows a sitting president to call up or federalize National Guard troops during instances of a foreign invasion or in instances when the president is ‘unable to execute the law.’

Breyer said in the 35-page order that the deployment runs ‘contrary to law’ and risks ‘creating a national police force made up of state troops.’ 

‘The founders designed our government to be a system of checks and balance,’ Breyer said Wednesday. ‘Defendants, however, make clear that the only check they want is a blank one.’

White House officials told Fox News Digital on Wednesday that they looked forward to ‘ultimate victory’ on the issue, suggesting they are likely to appeal the order to a higher court for review. 

‘President Trump exercised his lawful authority to deploy National Guard troops to support federal officers and assets following violent riots that local leaders like ‘Newscum’ refused to stop,’ White House spokesperson Abigail Jackson told Fox News Digital in response to the ruling. ‘We look forward to ultimate victory on the issue.’

Breyer, the brother of retired Supreme Court Justice Stephen Breyer, had issued a temporary restraining order in June blocking Trump’s National Guard deployment from immediately taking effect in California. 

That order was quickly stayed by the 9th Circuit U.S. Court of Appeals, and Trump ultimately deployed roughly 5,000 troops in Los Angeles over the summer, as the protests continued, including 4,000 California National Guard troops and roughly 700 U.S. Marines.

‘Six months after they first federalized the California National Guard, Defendants still retain control of approximately 300 Guardsmen, despite no evidence that execution of federal law is impeded in any way—let alone significantly,’ Breyer said Wednesday.

In anticipation of another appeal, Breyer stayed the new preliminary injunction from taking force through Dec. 15.  

The new order comes as Trump’s National Guard deployment has sparked fierce backlash from officials from California and other Democratic-led states where Trump launched similar federalization efforts this year, including Oregon and Illinois. 

Newsom, who immediately sued to block the effort in his state, has continued to assail the effort as both unprecedented and illegal. 

Senior Trump administration officials have argued that the deployment is a necessary step to crack down on what they say is an uptick in violent crime and protect against threats from protesters, including anti-ICE demonstrations in many downtown areas, including Los Angeles.

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Moderate Republicans stage Obamacare rebellion as health cost frustrations erupt in House

A group of moderate Republicans is defying House GOP leaders to try and force a vote on extending enhanced Obamacare subsidies that expire at the end of this year.

Republicans led by Rep. Brian Fitzpatrick, R-Pa., on Wednesday filed a measure known as a discharge petition, a mechanism designed to force a vote on legislation over the wishes of leadership, provided it gets support from a majority of House lawmakers.

A dramatic series of events unfolded on the House floor as House GOP leaders worked to win support for an unrelated vote that first appeared poised to fail.

While a group of conservatives threatened to mutiny Republicans on that vote for separate reasons, several moderates also appeared to withhold their votes altogether, and Fox News Digital witnessed them in tense discussions with Speaker Mike Johnson, R-La., and other GOP leaders.

Those moderates eventually voted in favor of passing the legislation at hand before marching to the front of the House chamber to file their discharge petition. They lined up one by one to sign the document that would move their healthcare agenda full steam ahead despite Johnson signaling little appetite to entertain it.

So far, the petition has support from six House Republicans and two Democrats but is expected to grow in numbers as the clock ticks on the looming healthcare cost cliff awaiting millions across the country.

‘We know we need a temporary extension of the tax credits — with reforms — and then we can do more serious things, but we’re not gonna do serious changes to the [Affordable Care Act] in the next two or three weeks,’ Rep. Don Bacon, R-Neb., one of the signatories, told Fox News Digital. ‘So, we just felt like, since there doesn’t seem to be any impetus to do this, we’re gonna try to force the issue.’

Asked if he believed they would get House GOP leaders’ blessing, Bacon said, ‘Probably not.’

Fitzpatrick’s bill is aimed at advancing a two-year extension of Obamacare subsidies that Democrats expanded during the COVID-19 pandemic.

Democrats in Congress voted twice during the pandemic to expand the availability of premium tax credits for Obamacare, also called the Affordable Care Act (ACA), to make sure more Americans had access to healthcare coverage.

A majority of House Republicans have signaled they are not open to extending them, at least not without significant reforms. Conservatives in particular have panned the enhanced subsidies as a COVID-19-era relic that benefited insurance companies rather than Americans.

But some GOP lawmakers have joined Democrats in warning that failing to extend them at least temporarily at this point will result in millions of Americans seeing their healthcare premiums skyrocket while Congress refuses to act.

Rep. Ryan Mackenzie, R-Pa., another Republican who signed the petition, said House GOP leaders signaled they would be ‘putting forward’ a number of healthcare reforms ‘that are very positive in nature,’ but ‘an extension of the ACA tax credits was not included in that package.’

‘So, we have been talking about and advocating for that to move forward, and so this seems like the best vehicle to do that,’ Mackenzie said. 

He told Fox News Digital, ‘The reason we’re in this mess to begin with is that things were done in a partisan fashion. And, so, I think if we want longevity and reforms and changes, we should be doing it in a bipartisan fashion.

‘It’s a time-sensitive matter, and it’s an existential matter for people back home who we care about where this is a very real problem,’ Fitzpatrick told reporters. ‘You try to do things through the normal course, you try to do things through regular order. When all those remedies are exhausted, then you’ve got to go this route, unfortunately.’

Asked if it was spurred at all by moderates’ conversation on the House floor with Johnson, Rep. Mike Lawler, R-N.Y., said, ‘It was clear that, given the timeframe and given some of the differences within our conference on particular issues, that a bill was not going to be put forward. And so I think we all recognize the importance of getting an extension passed.’

But it’s not clear whether House Democratic leaders, who have their own discharge petition for a three-year extension of the Obamacare subsidies, will support the bill. It likely will not succeed without buy-in from all House Democrats.

Asked if his leaders would back it, Rep. Jared Golden, D-Maine, said, ‘Go ask them. But I think they ought to.’

Johnson, for his part, told reporters discharge petitions were ‘typically used as a tool against the majority’ but said he was ‘very sympathetic’ to moderate Republicans’ concerns.

‘We have spent many, many hours trying to find a way out of the conundrum that we’re in. With regard to those extensions, there’s a lot of people who are very concerned about Obamacare and the fact that the subsidies were created by Democrats for COVID-era limited use,’ Johnson said.

‘We just can’t get Republican votes on that for lots of reasons, not enough of them. And, so, look, my colleagues have made a decision. I don’t take it against them personally, I don’t operate that way. I have great respect for those guys, I understand the situation they’re in for their districts, and we’ll see how it plays out.’

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Lavrov warns Europe of retaliation as Zelenskyy opens reconstruction talks with Trump officials

Russian Foreign Minister Sergey Lavrov warned on Wednesday that Moscow will retaliate if European governments deploy troops to Ukraine or seize frozen Russian assets to support Kyiv, according to Reuters.

Lavrov delivered the remarks before the Federation Council, Russia’s upper house of parliament, outlining Moscow’s stance on the war and its clash with the West. Reuters reported that Lavrov insisted Russia does not seek war with Europe but is prepared to act if it views Western countries as escalating the conflict.

‘We will respond to any hostile steps, including the deployment of European military contingents in Ukraine and the expropriation of Russian assets. And we are already prepared for this response,’ Lavrov said, according to Reuters.

Lavrov also praised President Donald Trump’s approach to a potential settlement, calling him the ‘only Western leader’ who understands what he described as the reasons the war was ‘inevitable.’ He said Moscow appreciates Trump’s interest in dialogue but noted Trump is ‘not only in no hurry to lift, but is actually increasing’ sanctions on Russia, Reuters reported.

His comments referenced Trump’s criticism of Europe earlier this week. In an interview with Politico on Monday, Trump said European leaders ‘talk but they don’t produce,’ describing them as ‘weak’ and focused on being ‘politically correct.’ He added that he plans to continue endorsing European political figures who share his views, even if it ‘provokes pushback.’

European Council President António Costa rebuked Trump’s remarks, telling an audience at the Jacques Delors Institute conference in Paris on Monday: ‘If we are allies, we must act as such — and allies do not threaten to interfere in each other’s domestic political life and democratic choices,’ according to Reuters. Costa added that Europe and the U.S. ‘no longer share’ the same vision of the international order.

As Lavrov accused Europe of obstructing peace efforts, Ukrainian President Volodymyr Zelenskyy announced what he called the first formal meeting with senior Trump administration officials on Ukraine’s reconstruction.

In a post on X on Wednesday, Zelenskyy wrote: ‘Together with our team, I held a productive discussion with the American side… In fact, this could be considered the first meeting of the group that will work on a document concerning the reconstruction and economic recovery of Ukraine.’

He said they discussed ‘key elements for recovery, various mechanisms, and visions for reconstruction’ and reviewed updates to the ’20 points of the framework document for ending the war.’ Zelenskyy added that ‘overall security… will determine economic security and underpin a safe business environment.’

The Ukrainian president said both sides agreed to continue talks, adding: ‘As always, there will be no delays on our side. We are working to deliver results.’ He closed by thanking Trump, writing: ‘I thank President Trump and his team for their substantive work and support.’

Reuters contributed to this article.

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Trump says US seizes massive Venezuelan oil tanker as showdown with Maduro erupts into new phase

The U.S. has seized a Venezuelan oil tanker, President Donald Trump announced Wednesday, marking a sharp escalation in tensions with Caracas.

‘We’ve just seized a tanker on the coast of Venezuela. Large tanker, very large. Largest one ever seized action. And, other things are happening. So you’ll be seeing that later. And you’ll be talking about that later with some other people,’ Trump said at the White House.

The move is likely to further strain relations with Nicolás Maduro’s government, which already is subject to extensive U.S. sanctions targeting Venezuela’s oil sector. It comes after U.S. military strikes have targeted alleged narcotraffickers near Venezuela at least 22 times since September, killing 87 people.

The seizure was led by the Coast Guard and supported by the Navy, a U.S. official told the Associated Press. The Coast Guard and U.S. Southern Command directed Fox News Digital back to the White House, which could not be reached for comment. 

The Trump administration is considering launching land strikes on Venezuelan territory in an effort to further ramp up pressure on Maduro, who the U.S. views as the illegitimate leader of Venezuela and the leader of the Cartel de Los Soles drug trafficking cartel. 

Trump recently said Maduro’s ‘days are numbered’ and refused to rule out a ground operation in the South American country. 

‘I don’t want to rule in or out,’ Trump told Politico. ‘I don’t talk about it.’ 

Venezuela has some of the largest oil reserves in the world and exports close to 750,000 barrels per day. Around half goes to China, according to Kplr data. 

Prior to broad sanctions, Venezuela was historically a major crude-oil supplier for the U.S.

After sanctions on Venezuela’s state oil company Petróleos de Venezuela SA (PDVSA) in 2019, imports dropped sharply. Limited sanctions relief and occasional licensing, notably for Chevron, allowed some Venezuelan crude to flow again to U.S. refineries in 2024 and 2025. Trump revoked Chevron’s license to purchase oil from Caracas earlier in 2025. 

The region around Venezuela has seen the largest U.S. military buildup in decades, including the presence of the world’s largest aircraft carrier, USS Gerald R. Ford, and the deployment of 10 F-35 jets to Puerto Rico to support Southern Command operations. On Tuesday, two F/A-18 flew over the waters north of Venezuela in training. 

In November, President Trump directed airlines to steer clear of the area — a move that raised speculation among analysts that Washington was preparing for land strikes. 

Trump and Maduro recently held a phone call, but the two sides failed to come to an agreement that would have seen Maduro leave power.

Oil revenue remains the central pillar of Venezuela’s collapsing economy, with the country relying heavily on discounted exports to China and other buyers willing to navigate sanctions exposure.

The nation moves much of its crude through a shadow network of reflagged tankers, shell companies and ship-to-ship transfers designed to conceal the origin of its oil. Many vessels operate with their transponders off or spoofing locations to avoid detection.

This is a developing story. Please check back for updates.

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Senate GOP barrels past blockade to advance nearly 100 Trump nominees

Senate Republicans rammed through the first procedural hurdle on their road to confirming nearly 100 of President Donald Trump’s nominees on Wednesday.

The move tees up a later vote on 97 of Trump’s picks and marks the third time Senate Republicans advanced a bloc of the president’s nominees since changing the confirmation rules in September.

The final vote to confirm the latest tranche of picks is expected next week. Once Republicans clear this latest package, they will have confirmed over 400 of Trump’s picks during the first year of his second term.

That benchmark would place him well ahead of former President Joe Biden, who at the same point in his presidency had 350 of his nominees confirmed.

Among the list of nominees are former Rep. Anthony D’Esposito, R-N.Y., to serve as inspector general at the Department of Labor, and two picks for the National Labor Relations Board, James Murphy and Scott Mayer, among several others across nearly every federal agency.

The inclusion of Murphy and Mayer in the package comes after Trump fired National Labor Relations Board member Gwynne Wilcox, a move that was ultimately found to be legal by the Supreme Court earlier this year.

It’s also Senate Republicans’ second attempt to move this package after Sen. Michael Bennet, D-Colo., objected last week in a bid to derail the process.

Senate Republicans went nuclear and changed the rules surrounding the confirmation process in a bid to break through Senate Democrats’ monthslong blockade of Trump’s nominees and limited the scope to only sub-Cabinet-level positions that would be advanced through a simple, 50-vote majority.

But one of the nominees in the original package, Sara Carter, a former Fox News contributor whose legal name is Sara Bailey, was considered a ‘Level 1’ nominee, meaning she would hold a Cabinet-level position.

Trump tapped Carter in March to be his drug czar as director of the Office of National Drug Control Policy.

Carter’s inclusion in the package meant that if Republicans wanted to confirm the 87 other nominees and her, they would have to break the 60-vote filibuster threshold. That outcome was highly unlikely, given Senate Democrats’ near-universal disapproval of several of Trump’s picks and accusations that many were not qualified to serve in the positions they had been tapped to fill.

Senate Republicans took advantage of the opportunity, however, and moved instead to offer a new, more beefed-up package that added nine more nominees.

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Trump admin weighs terrorism sanctions against UN Palestinian aid agency over Hamas allegations

The Trump administration is weighing whether to pursue terrorism-related sanctions against the United Nations Relief and Works Agency (UNRWA), as officials review allegations the agency has ties to Hamas and consider steps that could further pressure its leadership and operations, two sources with direct knowledge of the matter told Reuters. 

The United Nations agency provides aid, schooling, healthcare, shelter and social services to millions of Palestinians in Gaza, the West Bank, Lebanon, Jordan and Syria. U.N. officials have described UNRWA as the backbone of Gaza’s aid effort during the two-year war between Israel and Hamas, but the Trump administration has accused the group of ties to Hamas – an allegation the agency vehemently disputes.

Washington, once UNRWA’s biggest donor, froze funding in January 2024 after Israel accused roughly a dozen staff members of involvement in the Oct. 7, 2023, Hamas attack that triggered the war.

In October, Secretary of State Marco Rubio referred to UNRWA as a subsidiary of Hamas.

‘UNRWA’s not going to play any role in it,’ Rubio said at the time when asked whether the agency would assist in delivering humanitarian aid to Gaza. ‘The United Nations is here. They’re on the ground. We’re willing to work with them if they can make it work, but not UNRWA. UNRWA became a subsidiary of Hamas.’

Reuters reported it was unclear whether recent internal discussions focused on sanctioning the entire agency or specific officials or operations, and that U.S. officials have not yet settled on what type of sanctions they might pursue.

The sources said the State Department has discussed declaring UNRWA a ‘foreign terrorist organization,’ or FTO – a step that would financially isolate the agency.

Any broad move against UNRWA could disrupt refugee aid across the region, as the agency is already facing a severe funding crisis. Such sanctions would be highly unusual, since the U.S. is both a U.N. member and the host nation of the body that created the agency in 1949.

William Deere, who heads UNRWA’s Washington office, said the group would be ‘disappointed’ if officials were discussing an FTO designation, calling such a step ‘unprecedented and unwarranted.’

He pointed to multiple investigations – including one by the U.S. National Intelligence Council – that concluded UNRWA remains a neutral and essential humanitarian actor.

The White House and State Department did not immediately respond to Fox News Digital’s request for comment. The U.S. and Israel have maintained tough positions towards the agency, particularly in the aftermath of the Oct. 7, 2023, massacre.

President Donald Trump in February reaffirmed that the U.S. would not fund UNRWA. In the executive order, Trump said that ‘UNRWA has reportedly been infiltrated by members of groups long designated by the Secretary of State as foreign terrorist organizations, and UNRWA employees were involved in the October 7, 2023, Hamas attack on Israel.’

When the International Court of Justice (ICJ) in April 2025 demanded Israel work with UNRWA, Washington backed Israel, saying it was under no obligation to work with the agency and had ‘ample grounds to question UNRWA’s impartiality.’

UNRWA announced in August 2024 the end of an investigation by the Office of Internal Oversight Services into whether its staff participated in the attacks, as Israel claimed.

The probe examined 19 employees and resulted in nine dismissals over evidence that ‘could indicate’ involvement. The investigation found one case with no evidence of involvement and nine others in which ‘the evidence obtained by OIOS was insufficient’ to prove participation, the agency said.

Fox News Digital’s Rachel Wolf and Reuters contributed to this report.

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Ukrainian woman charged over Russian-backed cyberattacks; $10M reward offered for others

The Department of Justice (DOJ) has charged a Ukrainian woman with helping to carry out dozens of cyberattacks on critical U.S. infrastructure, working with Russian-backed hackers, according to newly unsealed indictments.

The State Department’s Rewards for Justice program is also offering up to $10 million for information leading to others tied to one of the pro-Russia hacking groups she was allegedly affiliated with.

Victoria Eduardovna Dubranova, 33, was arraigned Tuesday on a second federal indictment after being extradited to the U.S. earlier this year.

Dubranova, also known as Vika, Tory and SovaSonya, pleaded not guilty to charges related to her alleged work with two Russian-backed operations, CyberArmyofRussia_Reborn (CARR) and NoName057(16).

Prosecutors say both groups receive backing from Russian government bodies to push Russian geopolitical interests.

According to the DOJ, CARR was founded and funded by Russia’s military intelligence agency, the GRU, and operated a popular Telegram channel with more than 75,000 followers.

Officials allege the group’s attacks caused real-world harm, including damage to public water systems that spilled hundreds of thousands of gallons of drinking water.

They also cited a November 2024 breach at a Los Angeles meat processing plant that spoiled thousands of pounds of product and released ammonia.

‘Today’s actions demonstrate the Department’s commitment to disrupting malicious Russian cyber activity — whether conducted directly by state actors or their criminal proxies — aimed at furthering Russia’s geopolitical interests,’ said Assistant Attorney General for National Security John A. Eisenberg. 

‘We remain steadfast in defending essential services, including food and water systems Americans rely on each day, and holding accountable those who seek to undermine them.’

NoName057(16) is described as a Russia-linked hacktivist group responsible for more than 1,500 attacks between March 2022 and June 2025.

Its targets included government agencies, telecommunications firms, the military, financial institutions and transportation authorities across Ukraine, Estonia, Finland, Lithuania, Norway, Poland and Sweden.

The group also claimed responsibility for cyberattacks on Dutch infrastructure ahead of and during the 2025 NATO Summit in The Hague.

These groups ‘are actively engaging in opportunistic, low-sophistication malicious cyber activity to gain notoriety and create mayhem,’ said Chris Butera, CISA’s acting deputy executive assistant director for cybersecurity.

Dubranova faces up to five years in the NoName case and as many as 27 years in the CARR matter. Trials are set for February and April 2026.

Rewards for Justice announced its $10 million reward with a pointed message aimed at other NoName participants: ‘They call themselves ‘NoName.’ But maybe YOU can name some names,’ it said.

Fox News Digital has reached out to the DOJ for further comment.

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Venezuelan opposition leader Machado reappears in Norway after months in hiding

Venezuelan opposition leader María Corina Machado appeared in public Thursday for the first time in 11 months in Norway as her daughter accepted the Nobel Peace Prize award on her behalf.

Machado had been in hiding since Jan. 9, when she was briefly detained after joining supporters in Venezuela’s capital, Caracas. Her recognition came after mounting a peaceful challenge to Venezuelan President Nicolás Maduro’s government.

The crowd chanted, ‘Freedom!’ as Machado stepped onto the hotel balcony in Oslo, Norway, and waved to her supporters before joining them in singing Venezuela’s national anthem.

In an audio recording of a phone call published on the Nobel website, Machado said she wouldn’t be able to arrive to Oslo in time for the award ceremony, but that many people had ‘risked their lives’ to get her there.

‘I am very grateful to them, and this is a measure of what this recognition means to the Venezuelan people,’ she said.

Her daughter, Ana Corina Sosa, accepted the Nobel Prize in her place, saying that her mother ‘wants to live in a free Venezuela’ and ‘will never give up on that purpose.’ 

‘That is why we all know, and I know, that she will be back in Venezuela very soon,’ Sosa added.

Outside the hotel, Machado interacted and hugged people in the crowd, as they snapped pictures and sprinkled her with chants of ‘President! President!’

‘I want you all back in Venezuela,’ Machado said.

Machado’s appearance came after President Donald Trump on Wednesday announced the U.S. seized a Venezuelan oil tanker, a move that could further strain relations with Maduro’s government, which already is subject to extensive U.S. sanctions targeting the country’s oil sector.

Since September, U.S. military strikes have targeted alleged narcotraffickers near Venezuela at least 22 times, killing 87 people. Trump has also recently said Maduro’s ‘days are numbered’ and refused to rule out a ground operation in Venezuela. 

Steve Yates, senior research fellow for China and national security policy at The Heritage Foundation, said on ‘Fox News @ Night’ on Wednesday thatMachado’svisitoverseaswas an opportunity to get ‘greater international support’ for her cause, adding that Trump might benefit from having more of America’s allies in Europe support a ‘non-invasion’ approach.

The Venezuelan opposition leader has previously been outspoken in her support for the Trump administration’s actions against Maduro’s regime and the country’s narcotrafficking network.

After the award was announced in October, the newly minted Nobel Peace Prize winner dedicated the award to both Trump and the ‘suffering people of Venezuela.’

Machado said during a ‘Fox & Friends Weekend’ interview last month that Venezuela was standing at the ‘threshold of freedom,’ highlighting her new ‘freedom manifesto’ that envisions a future without the Maduro regime.

Fox News Digital’s Morgan Phillips and The Associated Press contributed to this report.

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Gold Price Soars Above US$4,200 as Fed Cuts Rates, Silver Hits New High

The US Federal Reserve held its last meeting of 2025 from Tuesday (December 9) to Wednesday (December 10) amid growing division between doves and hawks as labor market and inflation concerns rise.

The central bank met analysts’ expectations by lowering the federal funds rate by 25 basis points to the 3.5 to 3.75 percent range. It marks the third time this year that the Fed has cut interest rates.

Interest rates haven’t been at this level since mid-2022.

Preceding the October rate decision, the Fed Board of Governors was reportedly split between those concerned with preventing a further slowdown in the US labor market and those fearing the fight against inflation is far from over.

Lowering rates in turn lowers the cost of borrowing, which can provide businesses with more runway to grow their workforce. However, increasing available money supply by easing access to borrowing can also increase inflation.

The split between doves and hawks is still plaguing the Fed heading into the new year, which promises to see current Fed Chair Jerome Powell replaced with someone more likely to be on board with the much lower rate environment favored by the Trump administration. Two Fed board members cast dissenting votes against cutting rates this time around, while Trump loyalist Governor Stephen Miran favored a 0.5 percent cut.

By the end of the year, US President Donald Trump intends to announce a replacement for Powell, whose term expires in May 2026. Trump has criticized the Fed and Powell in particular, saying they haven’t lowered rates quickly enough.

On October 27, US Secretary of the Treasury Scott Bessent announced a shortlist of candidates to replace Powell, including Fed Governors Christopher Waller and Michelle Bowman, National Economic Council Director Kevin Hassett, former Fed Governor Kevin Warsh and BlackRock (NYSE:BLK) executive Rick Rieder.

The US government shutdown delayed the study and release of key economic data, which has left the Fed flying blind when it comes to planning the best course of action for the country’s economy. Even though the shutdown ended on November 12, Reuters states that there is still a bottleneck in economic reports and the Fed board will not receive a large tranche of data from statistical agencies, ‘including job and inflation reports for November that could help resolve the core debate among central bankers,’ until days after Wednesday rate announcement.

Looking at what data is available, the September unemployment rate ticked up to 4.4 percent, while the core inflation rate was 2.8 percent, still above the Fed’s 2 percent target. Despite this higher inflationary environment, a weakening labor market has become the focus of the Fed’s dual mandate of stable prices and maximum employment.

In his speech to reporters, Powell blamed sticky inflation on Trump’s tariffs. “These readings are higher than earlier in the year, as inflation for goods has picked up, reflecting the effects of tariffs,” he said.

Powell is taking the view that this effect may be short lived if the Fed can mitigate the risk of a more entrenched inflationary environment: “Our obligation is to make sure that a one-time increase in the price level does not become an ongoing inflation problem, but with downside risks to employment having risen in recent months, the balance of risks has shifted. Our framework calls for us to take a balanced approach in promoting both sides of our dual mandate.’

At its October meeting, the Fed said it would put a stop to its quantitative tightening activities as of December 1.

For the past three years, the independent government agency has been working to reduce its balance sheet from US$9 trillion in 2022 to US$6.6 trillion today. On Wednesday, the Fed signaled it will once again be buying US Treasuries, to the tune of US$40 billion starting on Friday (December 12).

“The Committee judges that reserve balances have declined to ample levels and will initiate purchases of shorter-term Treasury securities as needed to maintain an ample supply of reserves on an ongoing basis,” said the Fed.

The gold price traded in a right range around the US$4,200 per ounce level in the lead up to the Fed’s decision, spiking as high as US$4,230 following Powell’s speech. Lower interest rate environments lead to lower returns on fixed-income investments like bonds, which makes gold a more attractive investment. Silver spiked to a new all-time high above US$61 per ounce on Wednesday morning and managed to stay above US$61 following Powell’s statement.

Julia Khandoshko, CEO at the broker Mind Money, advised investors that US trade policy may matter more for gold in the coming year than the Fed’s monetary policies.

‘This is a thing that can change the rules of the game much more than a single meeting of the regulator. It is also unpredictable, unlike the other political or economic events. Therefore, it is important to monitor the Fed, but building a strategy solely around its decisions is no longer always justified,’ added Khandoshko

Equities reactions were fairly mixed following Powell’s statement on Wednesday, with the S&P 500 (INDEXSP:INX) up 0.47 percent to reach 6,872.35. Meanwhile, the Nasdaq-100 (INDEXNASDAQ:NDX) gained 0.08 percent to come in at 23,594.07, and the Dow Jones Industrial Average (INDEXDJX:DJI) was down 0.89 percent, coming to 47,982.86.

The next Fed interest rate decision will come on January 28, the first Fed meeting for 2026.

Securities Disclosure: I, Melissa Pistilli, hold no direct investment interest in any company mentioned in this article.

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Syntholene Energy Announces Completion of Reverse Takeover

Syntholene Energy Corp. (TSXV: ESAF) (formerly, GK Resources Ltd.) (the ‘Company‘ or ‘Syntholene‘) is pleased to announce that, further to its news releases dated May 6, 2025, May 16, 2025, July 9, 2025, September 18, 2025, November 18, 2025 and December 3, 2025, it has completed the acquisition of Syntholene Energy Corp., a private Delaware corporation (‘Pre-Transaction Syntholene‘), pursuant to the amended and restated securities exchange agreement entered into between the Company, Pre-Transaction Syntholene and the securityholders of Pre-Transaction Syntholene on April 25, 2025, as amended from time to time (the ‘Securities Exchange Agreement‘), which resulted in the reverse takeover of the Company by Pre-Transaction Syntholene (the ‘Transaction‘) pursuant to the policies of the TSXV Venture Exchange (the ‘TSXV‘).

Final acceptance by the TSXV of the Transaction will occur upon issuance of the final bulletin in respect of the Transaction by the TSXV (the ‘Final Bulletin‘) which is expected on or about December 10, 2025. Subject to issuance of the Final Bulletin, trading on a post-Consolidation (as defined below) basis will commence on the TSXV under the Company’s new name ‘Syntholene Energy Corp.’ and new trading symbol ‘ESAF’ on or about December 12, 2025.

‘This milestone is important and impactful for Syntholene and the broader eFuels sector. Being the first publicly traded pure-play synthetic fuel company on any exchange worldwide sets up Syntholene to build value with shareholders from day one of this new era for high-performance, low-cost, and carbon-negative eFuels.’ said Dan Sutton, Chief Executive Officer of the Company.

Syntholene is actively commercializing a new production pathway for low-cost clean fuel synthesis. The target output is ultrapure synthetic jet fuel, manufactured at 70% lower cost than the nearest competing technology. The Company’s mission is to deliver the world’s first truly high-performance, low-cost, and carbon-neutral synthetic fuel at an industrial scale.

Syntholene’s power-to-liquid strategy harnesses thermal energy to power proprietary integrations of hydrogen production and fuel synthesis. Syntholene has secured 20MW of dedicated energy to support the Company’s upcoming demonstration facility and commercial scale-up.

Founded by experienced operators across advanced energy infrastructure, nuclear technology, low-emissions steel refining, process engineering, and capital markets, Syntholene’s mission is to be the first team to deliver a scalable modular production platform for cost-competitive synthetic fuel, thus accelerating the commercialization of carbon-neutral eFuels across global markets.

As part of and in connection with the Transaction:

  • The Company changed its name to ‘Syntholene Energy Corp.’ and consolidated the common shares of the Company (the ‘Shares‘) on the basis of five pre-consolidation common shares for one post-consolidation common share (the ‘Consolidation‘). No fractional Shares were issued as a result of the Consolidation. Fractional Shares equal to or greater than one-half (1/2) were rounded up to the nearest whole number. Fractional Shares equal to less than one-half (1/2) were cancelled without any repayment of capital or other compensation. The new CUSIP number for the post-Consolidation Common Shares is 87170K106 and the new ISIN is CA87170K1066.
  • Pursuant to the Securities Exchange Agreement, the Company acquired all of the securities of Pre-Transaction Syntholene, whereby Pre-Transaction Syntholene became a wholly-owned subsidiary of the Company and the securityholders of Pre-Transaction Syntholene received securities of the Company in exchange for their securities of Pre-Transaction Syntholene at an exchange ratio of 5.934 post-Consolidation Shares for each Pre-Transaction Syntholene share (subject to adjustments in accordance with the Securities Exchange Agreement) (the ‘Securities Exchange‘).

Pursuant to the Securities Exchange:

  • the Company issued a total of 53,511,804 post-Consolidation Shares at a deemed price of $0.375 per share and 890,100 Share purchase warrants (‘Warrants‘), with each Warrant exercisable to acquire one post-Consolidation Share at a price of $0.001685 until June 18, 2026;
  • up to 10,750,000 post-Consolidation Shares (the ‘Deferred Consideration Shares‘) are issuable to former shareholders of Pre-Transaction Syntholene upon the completion of certain business milestones in accordance with the Securities Exchange Agreement; and
  • the Company assumed a convertible note in the principal amount of $180,000 with a maturity date of March 30, 2027 and bearing simple interest at a rate of 12.5% per annum, which is convertible into post-Consolidation Shares at a price of $0.30 per share.
  • Pursuant to the amalgamation agreement dated November 18, 2025 (the ‘Amalgamation Agreement‘) among the Company, a special purpose financing vehicle of Syntholene (‘FinCo‘) and a wholly owned subsidiary of GK (‘SubCo‘), the Company acquired all of the securities of Finco by means of a ‘three-cornered amalgamation’, whereby SubCo and Finco amalgamated and continued as a wholly-owned subsidiary of the Company and the securityholders of Finco received securities of the Company in exchange for their securities of Finco at an exchange ratio of one post-Consolidation Share for every five FinCo common shares (subject to adjustments in accordance with the Amalgamation Agreement) (the ‘Amalgamation‘).
  • Pursuant to the Amalgamation, the Company issued a total of 9,303,700 post-Consolidation Shares at a deemed price of $0.375 per share to the former shareholders of FinCo.

In connection with the Amalgamation, the Company issued 83,333 post-Consolidation Shares, representing a corporate finance fee, to Canaccord Genuity Corp. and issued an aggregate of 151,886 non-transferable broker Warrants, with each Warrant exercisable to acquire one post-Consolidation Share at a price of $0.375 until December 9, 2027.

  • The Company issued 350,000 post-Consolidation Shares to an arm’s length finder in respect of the Transaction at a deemed price of $0.375 per share.
  • The Company granted an aggregate of 6,195,700 stock options of the Company (‘Options‘), 1,500,000 performance share units of the Company (‘PSUs‘) which are tied to achievement of certain listing milestones described in the Securities Exchange Agreement, and 5,025,000 restricted share units of the Company (‘RSUs‘), all on a post-Consolidation basis, to certain directors, officers and consultants of the Company (collectively, the ‘Grants‘), subject to vesting conditions set out in the terms of the Grants and subject to disinterested shareholder approval of the Grants and of the Company’s new omnibus equity incentive plan.
  • The Company entered into an escrow agreement with Odyssey Trust Company and certain directors and officers of the Company providing for the escrow of an aggregate of 35,604,000 Shares, 110,000 Options, 500,000 PSUs, 600,000 RSUs and up to 7,160,265 Deferred Consideration Shares, all on a post-Consolidation basis, to be released on a Tier 2 escrow release schedule in accordance with TSXV policies.
  • An aggregate of 11,868,000 post-Consolidation Shares issued as part of the Securities Exchange will be subject to Seed Share Resale Restrictions (as defined in the TSXV policies), with 20% released on each of the date of the Final Bulletin and the dates that are 3, 6, 9 and 12 months thereafter.

Immediately following the closing of the Transaction, there are approximately 68,949,286 post-Consolidation Shares issued and outstanding.

As part of the Consolidation, shareholders holding physical certificates are required to exchange their existing share certificates for new certificates in accordance with the instructions of the letters of transmittal which will be mailed to them. Other shareholders are not required to take any action with respect to the name change or the Consolidation.

Following the closing of the Transaction (‘Closing‘), the Board of Directors of the Company comprises Daniel Sutton, Alexander Canon Bryan, John Kutsch, Anna Pagliaro and Steve Oldham.

Management of the Company comprises Daniel Sutton (Chief Executive Officer), Grant Tanaka (Chief Financial Officer), Alexander Canon Bryan (Chief Development Officer), John Kutsch (Chief Engineer) and Jennifer Hanson (Corporate Secretary).

The full particulars of the Transaction and the Company are described in the filing statement of the Company dated November 30, 2025 in respect of the Transaction (the ‘Filing Statement‘), which contains the information required pursuant to listing statement requirements under the policies of the TSXV. A copy of the Filing Statement is available on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile.

Acquisitions by Daniel Sutton, Alexander Canon Bryan and John Kutsch

As part of and in connection with the Transaction, certain shareholders acquired post-Consolidation Shares pursuant to the Share Exchange and Amalgamation resulting in each of them acquiring more than 10% of the voting securities of the Company, as follows:

  1. Daniel Sutton of Vancouver, British Columbia (‘Sutton‘) acquired 11,868,000 Shares and 375,000 PSUs pursuant to the Securities Exchange, 933,500 Options pursuant to the Grants and may be issued up to 2,386,755 Deferred Consideration Shares;
  2. Alexander Canon Bryan of Vancouver, British Columbia (‘Bryan‘) acquired 11,868,000 Shares and 125,000 PSUs pursuant to the Securities Exchange, and 543,400 Options pursuant to the Grants and may be issued up to 2,386,755 Deferred Consideration Shares; and
  3. John Kutsch of Harvard, Illinois (‘Kutsch‘) acquired 11,868,000 Shares pursuant to the Securities Exchange, 3,715,467 Shares pursuant to the Amalgamation, 100,000 RSUs and 543,400 Options pursuant to the Grants and may be issued up to 2,386,755 Deferred Consideration Shares.

The Shares issued to Sutton, Bryan and Kutsch pursuant to the Share Exchange have a deemed issue price of $0.375 per post-Consolidation Share and an aggregate value of $445,000 for each of them; these Shares were issued in exchange for the Pre-Transaction Syntholene Shares held by each of them. In the case of Kutsch, the Shares he was issued pursuant to the Amalgamation also have a deemed issue price of $0.375 per post-Consolidation Share and an aggregate value of $1,393,000 and were issued in exchange for FinCo common shares that were acquired for cash paid by Kutsch in the same amount. The Grants were made to these individuals in recognition of their services to Pre-Transaction Syntholene and to the Company, and in the case of the PSUs pursuant to the terms of the Share Exchange Agreement. The Options are non-transferrable and have an exercise price of $0.375 per post-Consolidation Share each and are exercisable for three years.

Immediately prior to Closing, each of Sutton, Bryan and Kutsch did not beneficially own, directly or indirectly, any securities of the Company.

Immediately following the Closing, all on a post-Consolidation basis:

  1. Sutton beneficially owns, directly or indirectly, 11,868,000 Shares, 933,500 Options and 375,000 PSUs, representing approximately 17.21% of the issued and outstanding Shares on a non-diluted basis and, assuming the settlement of the 375,000 PSUs into Shares, exercise of the 933,500 Options into Shares and issuance of all 2,386,755 Deferred Consideration Shares (and settlement of all other PSUs and issuance of all other Deferred Consideration Shares issuable pursuant to the Securities Exchange Agreement), approximately 18.95% of the issued and outstanding Shares on a partially diluted basis;
  2. Bryan beneficially owns, directly or indirectly, 11,868,000 Shares, 543,400 Options and 125,000 PSUs, representing approximately 17.21% of the issued and outstanding Shares on a non-diluted basis and, assuming the settlement of the 125,000 PSUs into Shares, exercise of the 543,000 Options into Shares and issuance of all 2,386,755 Deferred Consideration Shares (and settlement of all other PSUs and issuance of all other Deferred Consideration Shares issuable pursuant to the Securities Exchange Agreement), approximately 18.2% of the issued and outstanding Shares on a partially diluted basis; and
  3. Kutsch beneficially owns, directly or indirectly, 15,583,467 Shares, 543,400 Options and 100,000 RSUs, representing approximately 22.6% of the issued and outstanding Shares on a non-diluted basis and, assuming the settlement of the 100,000 RSUs into Shares, exercise of the 543,400 Options into Shares and issuance of all 2,386,755 Deferred Consideration Shares (and settlement of all other PSUs and issuance of all other Deferred Consideration Shares issuable pursuant to the Securities Exchange Agreement), approximately 22.77% of the issued and outstanding Shares on a partially diluted basis.

The securities of the Company held by each of Sutton, Byan and Kutsch are held for investment purposes and were acquired pursuant to the terms of the Share Exchange Agreement and Amalgamation Agreement. Each of Sutton, Byan and Kutsch has a long-term view of the investment and may acquire additional securities of the Company either on the open market, through private acquisitions or as compensation or sell the securities on the open market or through private dispositions in the future depending on market conditions, general economic and industry conditions, the Company’s business and financial condition, reformulation of plans and/or other relevant factors. Certain securities held by Sutton, Bryan and Kutsch are subject to Tier 2 escrow in accordance with TSXV policies as described in the Filing Statement.

A copy of each of Sutton, Bryan and Kutsch’s early warning report will be filed on the Company’s profile on SEDAR+ (www.sedarplus.ca) and may also be requested by mail at Syntholene Energy Corp. Suite 1723, 595 Burrard Street, Vancouver, BC V7X 1J1, Attention: Corporate Secretary or phone at 604-684-6730.

The Shares and PSU issued, as applicable, and the Deferred Consideration Shares issuable, to Sutton, Bryan and Kutsch are not subject to minority approval or valuation requirements under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (‘MI 61-101‘) as each of them were arm’s length parties to the Company prior to completion of the Share Exchange and Amalgamation. The following Grants were made on Closing of the Transaction to certain directors and officers of the Company: (i) Sutton was issued 933,500 Options, (ii) Bryan was issued 543,400 Options, (iii) Kutsch was issued 100,000 RSUs subject to Tier 2 TSXV escrow and 543,400 Options, (iv) Grant Tanaka was issued 300,000 RSUs subject to Tier 2 TSXV escrow, (v) Anna Pagliaro was issued 100,000 RSUs subject to Tier 2 TSXV escrow, (vi) Steve Oldham was issued 50,000 Options, and (vii) Jen Hanson was issued 100,000 RSUs subject to Tier 2 TSXV escrow (collectively, the ‘Related Party Grants‘). The Related Party Grants are exempt from the valuation requirements of MI 61-101 pursuant to paragraph 5.5(b) as the Company is not listed on a specified market. The Related Party Grants are exempt from the minority approval requirements of MI 61-101 pursuant to paragraph 5.7(1)(a) and the fair market value of each of the Related Party Grants is not more than 25% of the market capitalization of the Company and the time of grant. The Related Party Grants remain subject to disinterested shareholder approval under TSXV policies, and shall not vest or be exercisable until such approval is obtained.

Investor Relations and Market-Making Services

Pre-Transaction Syntholene entered into an investor relations agreement dated August 28, 2025 (the ‘Kin Agreement‘) with Kin Communications Inc. (‘Kin‘), a full-service investor relations agency specializing in the junior mining exploration and development sector (Suite 100 – 736 Granville Street, Vancouver, BC V6Z 1G3). Pre-Transaction Syntholene engaged Kin to provide investor relations services until August 28, 2026 (the ‘Kin Initial Term‘), after which the Kin Agreement will continue on a month-to-month basis unless otherwise agreed by Pre-Transaction Syntholene and Kin. Pre-Transaction Syntholene will pay and grant to Kin (i) a monthly fee of $15,000, (ii) $500 for each day each employee of Kin attends a conference or event on behalf of Pre-Transaction Syntholene which falls on a weekend or holiday or which exceeds a total five business days per calendar quarter and (iii) 500,000 post-Consolidation Options at an exercise price of $0.375 per post-consolidation Share until December 9, 2028. The Kin Agreement may be terminated by Pre-Transaction Syntholene or Kin (i) for breach of the Kin Agreement and (ii) following the Kin Initial Term, by providing 30 days prior notice to the other party. Kin and its principal, John Arlen Hansen, beneficially own, directly or indirectly, an aggregate of 500,000 post-Consolidation Options. Kin is arm’s-length to the Company and is not engaged in market-making activities.

Pre-Transaction Syntholene entered into a client services agreement dated November 15, 2025 (the ‘SmallCap Agreement‘) with SmallCap Communications Inc. (‘SmallCap‘), a full-service investor marketing firm for public companies (306-310 Water Street, Vancouver, BC V6B 1B2). Pre-Transaction Syntholene engaged SmallCap to provide digital marketing services until the earlier of (i) November 15, 2026 and (ii) the date that the costs associated with the provision of services exceeds the compensation thereunder. Pre-Transaction Syntholene will pay to SmallCap an aggregate of $300,000, of which $150,000 is payable on each of (i) Closing and (ii) January 8, 2026. SmallCap and its principal, Rebecca Kerswell, do not beneficially own, directly or indirectly, any securities of the Company. SmallCap is arm’s-length to the Company and is not engaged in market-making activities.

Pre-Transaction Syntholene entered into an investor relations agreement dated December 1, 2025 (the ‘Milestone Agreement‘) with Milestone Capital Partners (‘Milestone‘), a consultancy firm (IFZA Business Park, DDP, Dubai Silicon Oasis, Dubai, United Arab Emirates). Pre-Transaction Syntholene engaged Milestone to provide marketing and other investor relations services. Pre-Transaction Syntholene will pay and grant to Milestone (i) a fee of €260,000 and (ii) 500,000 post-Consolidation Options at an exercise price of $0.375 per Post-Consolidation Share until December 9, 2028. The term of the Milestone Agreement is for 12 months and may be terminated by (i) Pre-Transaction Syntholene for breach of the Milestone Agreement and (ii) Pre-Transaction Syntholene or Milestone by providing 14 days prior notice to the other party. Milestone and its principal, Christian Klingebiel, beneficially own, directly or indirectly, an aggregate of 503,096 Shares and 500,000 Options, all on a post-Consolidation basis. Milestone is arm’s-length to the Company and is not engaged in market-making activities.

Pre-Transaction Syntholene entered into an issuer trading services agreement dated November 20, 2025 (the ‘GIACP Agreement‘) with Generation IACP Inc. (‘GIACP‘), pursuant to which GIACP will provide the Company with certain issuer trading services, including trading the Shares with the objective of contributing to market liquidity of the Shares and providing periodic reporting of the market trading activity of the Shares. The services will be provided on the TSXV or such other stock exchange in Canada as the Resulting Issuer Shares shall be traded on from time to time. GIACP will commit its own funds to purchase the Shares and may act as agent for others to do so. As consideration, Pre-Transaction Syntholene will pay to GIACP a monthly fee of $8,500 with such fee subject to a 3% increase on each anniversary of the GIACP Agreement. The initial term of the GIACP is until May 9, 2026, subject to automatic renewals for subsequent six-month terms. Pre-Transaction Syntholene may terminate the GIACP Agreement with 30 days written notice and GIACP may terminate the GIACP Agreement at any time with written notice.

GIACP and its principals do not beneficially own, directly or indirectly, any securities of the Company, and GIACP is an arm’s length party to the Company

The Company intends to continue the engagements with Kin, SmallCap, Milestone Capital and GIACP following Closing. Certain proceeds of the concurrent financing completed in connection with the Transaction will be used towards investor relations, marketing and communications expenses.

About Syntholene Energy Corp.

Syntholene is actively commercializing a new production pathway for low-cost clean fuel synthesis. The target output is ultrapure synthetic jet fuel, manufactured at 70% lower cost than the nearest competing technology. The Company’s mission is to deliver the world’s first truly high-performance, low-cost, and carbon-neutral synthetic fuel at an industrial scale.

Syntholene’s power-to-liquid strategy harnesses thermal energy to power proprietary integrations of hydrogen production and fuel synthesis. Syntholene has secured 20MW of dedicated energy to support the Company’s upcoming demonstration facility and commercial scale-up.

Founded by experienced operators across advanced energy infrastructure, nuclear technology, low-emissions steel refining, process engineering, and capital markets, Syntholene’s mission is to be the first team to deliver a scalable modular production platform for cost-competitive synthetic fuel, thus accelerating the commercialization of carbon-neutral eFuels across global markets.

Contact Information: For more information and to sign-up to the mailing list, please contact:

Dan Suttton
Chief Executive Officer
Tel: 604-684-6730
Email: comms@syntholene.com

Certain information set forth in this news release contains ‘forward‐looking statements’ and ‘forward‐looking information’ within the meaning of applicable Canadian securities legislation and applicable United States securities laws (referred to herein as forward‐looking statements). Except for statements of historical fact, certain information contained herein constitutes forward‐looking statements which includes, but is not limited to, statements with respect to the final acceptance of the Transaction by the TSXV and the intended use of the available funds.

Forward-looking statements are often identified by the use of words such as ‘may’, ‘will’, ‘could’, ‘would’, ‘anticipate’, ‘believe’, ‘expect’, ‘intend’, ‘potential’, ‘estimate’, ‘budget’, ‘scheduled’, ‘plans’, ‘planned’, ‘forecasts’, ‘goals’ and similar expressions. Forward-looking statements in this news release include without limitation statements regarding the Company’s plans for development of its business, plans for commercialization, plans for a facility, expected benefits of synthetic fuel, capitalization, performance of the Company and its products relative to competitors, investor relations and marketing, use of proceeds of the concurrent financing, and other statements. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided. Assumptions and factors include without limitation: the integration of the Company and Pre-Transaction Syntholene following Closing, and realization of benefits therefrom; the Company’s ability to carry out the business plan of the resulting issuer, including but not limited to an effects-test and commercial scaleup targeting deployment in Q4 2025; market acceptance of the Company’s products; efficacy of the synthetic fuel; the use of available funds; and the Company’s ability to continue raising necessary capital to finance operations. Forward‐looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward‐looking statements. These risks and uncertainties include, but are not limited to: risks related to the listing on the TSXV, including, but not limited to, the ability to obtain necessary approvals in respect of the listing; integration risks; risks relating to the operation of a public company; and general business, economic and competitive uncertainties. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

There can be no assurance that forward‐looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward‐looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The forward-looking statements contained herein are presented for the purposes of assisting investors in understanding the Company’s plans, objectives and goals, including with respect to the Transaction, and may not be appropriate for other purposes. Forward-looking statements are not guarantees of future performance, and the reader is cautioned not to place undue reliance on forward‐looking statements. Additional risks impacting the Company and its business are described in the Filing Statement and should be reviewed.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘U.S. Securities Act‘) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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