Synodon Announces Closing of Non-Brokered Private Placement

EDMONTON, ALBERTA–(Marketwired – Dec. 11, 2015) –

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND MAY NOT BE DISTRIBUTED TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATED IN THE UNITED STATES.

Synodon Inc. (the “Corporation”) (TSX VENTURE:SYD), is pleased to announce the completion of its previously announced private placement of units (the “Units”) at a price of $0.05 per Unit, for aggregate gross proceeds of $1,593,963.50 (the “Offering”). The Units are comprised of one Class A common share (the “Shares”) and one Share purchase warrant (the “Warrants”). Each Warrant will entitle the holder to purchase one additional Share of the Corporation at a price of $0.065 per Share until December 11, 2018.

The Shares and Warrants comprising the Units are subject to a four month statutory hold period which expires on April 12, 2016.

In connection with the closing of the Offering, finder’s fees totaling $29,200 were paid and 584,000 warrants, having terms the same as the Warrants, were issued in accordance with the policies of the TSX Venture Exchange. The proceeds will be used by the Corporation for general working capital.

A material change report was not filed 21 days in advance of the closing of the Offering on the basis that many of the subscriptions for the Offering were not available to the Corporation until shortly before the closing. The indirect and direct participation in the Offering by insiders of the Corporation constitutes a “related party transaction” as such term is defined under Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). An insider of the Corporation subscribed for 100,000 Units, for $5,000, comprising 0.3% of the total amount raised in the Offering on the same basis as other participants.

Related party transactions are generally subject to the formal valuation and minority approval requirements set out in MI 61-101, unless exemptions are available. The distribution of an information circular to shareholders, the preparation and distribution of a formal valuation and the seeking of shareholder approval for, and in connection with, the insider’s subscription are not required in the circumstances under MI 61-101, because the Corporation is relying on the exemptions set out in subsection 5.5(a) and paragraph 5.7(1)(a) of MI 61-101 from such requirements as the fair market value of the consideration for the securities of the Corporation to be issued to the insider does not exceed 25% of its market capitalization.

The Corporation is also pleased to announce that it has entered into an amending agreement to its previously announced Bridge Loan with Cranberry Capital Inc. (“Cranberry”) and that Cranberry and the Corporation have agreed to amend the use of proceeds of the Offering such that the Corporation can use the net proceeds for general working capital as opposed to having to pay down the Bridge Loan.

The news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in the United States or any other jurisdiction outside of Canada in which such offer, solicitation or sale would be unlawful. The securities of the Corporation have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.

Synodon Inc. (www.synodon.com) provides advanced aerial integrity management services to oil and gas pipeline operators including natural gas and liquid hydrocarbon leak detection, pipeline threat assessment, vegetation encroachment, water crossing analysis and other custom services.

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