Challenger Energy Group plc Acquisition an Update Letter to Shareholders

Executive Summary

• Sintana Energy Inc. released a Scheme Document outlining the all‑share acquisition of Challenger Energy Group plc and announced that the document has been sent to Challenger shareholders.
• The transaction is driven by diversification into Uruguay offshore licences, expansion of an existing partnership with Chevron, and exposure to high‑impact frontier assets in Namibia and South America.
• A special committee of disinterested directors oversaw the deal, received a fairness opinion from Pareto Securities, and obtained unanimous board approval; regulatory approvals (UK Takeover Panel, Canadian securities regulators) are ongoing.

Key Details

• Scheme Document Publication: Made available to Challenger shareholders on 3 Nov 2025 via https://sintanaenergy.com/investor/business‑combination‑disclosure/.
• Transaction Structure: All‑share acquisition of Challenger Energy Group plc; details disclosed in the Scheme of Arrangement.
• Strategic Rationale:
• Diversification – adds Uruguay offshore licences (2 of 7) to existing Namibia portfolio.
• Geographic expansion – exposure to South Atlantic conjugate margin (Uruguay) complementing Namibian assets.
• Partnership deepening – expands Chevron relationship from Namibia (PEL 90, PEL 82) to Uruguay (OFF‑1).
• Regulatory Timeline: Completion of Sintana’s AIM listing scheduled for end of Q4 2025; acquisition timing linked to UK and Canadian regulatory processes.
• Governance & Conflict Management:
• Special committee formed of disinterested directors, chaired by Executive Chairman Keith Spickelmier.
• CEO Robert Bose recused from negotiations and voting due to conflicts.
• Pareto Securities provided a fairness opinion; external UK and Canadian counsel advised throughout.
• Shareholder Interests & Related Party Exposure:
• Charlestown holds ~21 M Sintana shares (≈5.7%); Robert Bose holds ~1.5 M shares + options (~5 M RSUs) at C$0.11‑C$1.23, total ≈C$15 M.
• Charlestown committed a US$4 M non‑equity working‑capital facility for the combined entity.
• Charlestown holds 9 M Challenger shares (≈US$1.9 M) and ~2 M Challenger warrants (GBP 0.10); Robert Bose holds ~1.5 M Challenger options (GBP 0.08‑0.24), total implied value ≈US$2.2 M.
• Regulatory Disclosure Requirements: The release notes obligations under the UK Takeover Code (Rule 8.3/8.4) for opening position and dealing disclosures by interested parties.
• Shareholder Vote: No shareholder vote required from Sintana shareholders under Canadian MI 61‑101; a detailed legal analysis has been submitted to regulators.

Notable Quotes

“The acquisition uniquely combines diversification, exposure to high‑impact frontier exploration, and an expanded partnership with Chevron – a truly strategic opportunity for our shareholders.” – Keith Spickelmier, Executive Chairman

All forward‑looking statements are subject to risks and uncertainties detailed in the release.