Sintana Energy Inc. Announces Scheme of Arrangement Becomes Effective

Executive Summary

• Court‑sanctioned scheme of arrangement completing Sintana’s acquisition of 100% of Challenger’s issued share capital, making Challenger a wholly‑owned subsidiary.
• Consideration: each Challenger share converted into 0.4705 new Sintana shares; settlement to occur no later than 30 Dec 2025.
• Board restructuring completed – several Challenger directors resign, new members join the Sintana board; existing Sintana executives retain their roles.

Key Details

• Court order sanctioning the scheme was delivered on 12 Dec 2025; all conditions of the Scheme Document have been satisfied or waived, rendering the acquisition effective.
• Consideration: 0.4705 new Sintana shares per Challenger share. Settlement to be effected within 14 days (by 30 Dec 2025).
• Share‑exchange mechanics:
• Certificated shareholders receive Direct Registration System statements.
• Uncertificated shareholders in CREST will have New Sintana Shares credited via Computershare as Depositary Interests, subject to dual‑listing completion.
• Listing changes:
• Challenger AIM admission cancelled by 17 Dec 2025; New Sintana shares expected to begin trading on TSXV around 23 Dec 2025.
• Sintana will apply for AIM admission of its (including new) shares shortly after the effective date, also anticipated around 23 Dec 2025.
• Board & constitutional changes:
• Challenger directors Iain McKendrick, Simon Potter and Stephen Bizzell resigned; Eytan Uliel and Robert Bose remain as directors of Challenger (now a subsidiary).
• Sintana board now comprises: Keith Spickelmier (Non‑Executive Chairman), Robert Bose (CEO & Executive Director), Eytan Uliel (President & Exec. Dir.), Iain McKendrick (Senior Independent Non‑Exec Dir.), Doug Manner (Non‑Exec Dir.) and Knowledge Katti (Non‑Exec Dir.).
• Existing Sintana non‑executive directors Bruno Maruzzo and Dean Gendron resigned; Keith Spickelmier moved to Non‑Executive Chairman.
• Advisors & legal counsel:
• Financial advisers: Gneiss Energy (Challenger), Cavendish Capital Markets & Pareto Securities (Sintana).
• Nominees/Brokers: Zeus Capital (both parties).
• Legal advisers: Clyde & Co LLP, SW Legal Limited (Challenger); Pinsent Masons LLP, Fogler Rubinoff LLP (Sintana).
• Regulatory & procedural notes:
• The acquisition is subject to Isle of Man law, UK Takeover Code, AIM Rules, TSXV requirements, FCA oversight and related securities regulations.
• US and Canadian holders are warned about differing regulatory regimes and potential tax implications; the New Sintana shares will not be registered in the U.S.

Notable Quotes

• “The successful sanction of the Scheme marks a pivotal step in consolidating our position and unlocking value for shareholders,” – Robert Bose, CEO, Sintana Energy Inc.