Syntheia Corp. (CSE: SYAI), a Toronto-based conversational AI company, has entered into a definitive agreement dated September 9, 2026, to sell its call centre assets to Beyond the Call Inc., a company owned and controlled by Syntheia's current President, Imran Butt. The transaction is structured as a related-party deal requiring minority shareholder approval under Multilateral Instrument 61-101. Separately, the company announced a shares-for-debt settlement totalling $53,680. Investors will be watching both developments closely given their potential impact on Syntheia's cost structure and share capital.

Key Points

  • Syntheia Corp. (CSE: SYAI) is a Toronto-based conversational AI technology company listed on the Canadian Securities Exchange.
  • Syntheia has signed a definitive agreement to sell its call centre assets to Beyond the Call Inc., controlled by the company's President, in a related-party transaction.
  • Consideration includes cancellation of 10,000,000 common shares (valued at approximately $150,000), a 40% resale participation right for one year, and release from consulting obligations; the transaction is expected to reduce annual expenses by approximately $2.2 million.
  • Minority shareholder approval is required; the parties anticipate closing on or before December 31, 2026.

Syntheia's Call Centre Asset Sale Structure and Related-Party Considerations

The definitive agreement calls for Beyond the Call Inc. — owned and controlled by President and director Imran Butt — to acquire Syntheia's call centre assets, which consist primarily of employees and customers. Because Butt controls the purchaser, the transaction is classified as a related-party transaction under MI 61-101. Minority shareholder approval at a special meeting, date yet to be determined, is required. Butt's votes will be excluded from the approval process. The independent members of Syntheia's board have approved the agreement, and a management information circular will be mailed to shareholders ahead of the vote.

Financial Impact: Expense Reduction, Asset Write-Offs, and the Resale Participation Right

If completed, the transaction is expected to reduce Syntheia's annual expenses by approximately $2.2 million while reducing revenues to nil. The disclosure states the company would write off $5.8 million in assets and $4.8 million in liabilities. The call centre assets currently represent approximately 33% of the company's net loss. A notable feature is the Resale Participation Right: if Beyond the Call Inc. sells the assets within one year of closing, Syntheia is entitled to 40% of any consideration received, payable within ten business days of receipt.

Share Cancellation and Separate Debt Settlement via Share Issuance

As part of the transaction consideration, 10,000,000 common shares held by Butt — representing less than 10% of current issued and outstanding shares and carrying an aggregate value of approximately $150,000 — will be returned for cancellation, reducing the total share count accordingly. Separately, Syntheia announced plans to settle $53,680 of arm's-length debt by issuing 2,147,200 common shares at a deemed price of $0.025 per share. The debt settlement remains subject to Canadian Securities Exchange approval, and the issued shares will carry a four-month hold period.