Sintana Energy Inc. Announces Publication of Scheme Document in Connection with Acquisition of Challenger Energy Group plc

Executive Summary

• Sintana Energy Inc. announced the publication of the Scheme Document for its proposed acquisition of Challenger Energy Group plc, to be effected via a Court‑sanctioned scheme of arrangement.
• The Scheme sets out detailed timelines, shareholder voting requirements, and regulatory steps required before the transaction can close, with key dates spanning November 2025 through June 2026.
• Independent advisers (Gneiss Energy, Pareto, legal counsel) have issued fairness opinions and recommend that shareholders vote in favour of the Scheme; the terms are deemed fair and reasonable.

Key Details

• Scheme Document Publication: Available on 3 Nov 2025 at Sintana’s and Challenger’s investor websites.
• Court Meeting & General Meeting: Both scheduled for 26 Nov 2025 at Sintana’s registered office (Court Meeting 12:00 p.m., General Meeting 12:15 p.m.).
• Shareholder Approvals Required:
• Majority of Scheme Shareholders must approve the Court‑meeting resolution.
• Majority of Challenger shareholders must approve a Special Resolution at the General Meeting.
• Independent Recommendations:
• Independent Challenger Directors (advised by Gneiss Energy) unanimously recommend voting in favour of the Scheme.
• Special Committee of Sintana directors (Keith Spickelmier, Douglas Manner) received a fairness opinion from Pareto and voted unanimously to approve the acquisition.
• Key Parties & Roles:
• Financial Advisers: Gneiss Energy (Challenger), Pareto (Sintana).
• Legal Advisers: Clyde & Co LLP, SW Legal Limited (Challenger); Pinsent Masons LLP, Fogler Rubinoff LLP (Sintana).
• Timetable Highlights (Indicative):

• Share Structure Changes:
• Post‑effective date, new Sintana shares will be admitted to the TSX‑V and potentially AIM.

• Challenger’s AIM admission will be cancelled; shares will be de‑registered and become a private limited company.

• Regulatory & Takeover Code Compliance:

• Gneiss Energy provided independent advice under Rule 3 of the UK Takeover Code.
• Required Opening Position and Dealing Disclosures outlined per Rules 8.3(a)–(b).

Notable Quotes

“The Independent Challenger Directors consider the terms of the Acquisition to be fair and reasonable.” – Gneiss Energy (advising Independent Challenger Directors)

All boilerplate, forward‑looking statements, and disclaimer sections have been omitted for clarity.