Sintana Energy Inc. Announces Results of Court Meeting and General Meeting

Executive Summary

• Sintana and the Independent Challenger Directors announced that shareholders approved a court‑sanctioned scheme of arrangement to acquire 100 % of Challenger’s ordinary share capital.
• The Scheme received the required ≥75 % value approval at the Court Meeting (26 Nov 2025) and a 97.6 % “for” vote on the Special Resolution at the General Meeting (26 Nov 2025).
• Subject to remaining conditions and court sanction, the acquisition is expected to become effective on 11 Dec 2025, after which Challenger’s AIM listing will be cancelled and Sintana will seek TSXV admission for the new shares.

Key Details

• Scheme Approval – Court Meeting (26 Nov 2025)
• Votes cast: 115,540,436 Scheme Shares (100 % of voting rights).
• For: 113,276,238 shares (98.04 % of shares voted; 87.50 % of shareholders) representing 45.44 % of issued share capital.

• Against: 2,264,198 shares (1.96 %).

• Scheme Approval – General Meeting (26 Nov 2025)

• Total Challenger Shares outstanding: 249,312,660.
• For the Special Resolution: 113,086,530 votes (97.60 % of total votes).
• Against: 2,780,284 votes (2.40 %).

• Withheld votes: 114,686 (not counted in percentages).

• Conditions Satisfied

• Conditions 2.1 and 2.2 of Part A, Part 3 of the Scheme Document have been satisfied following the meeting outcomes.

• Remaining Conditions & Timeline

• Completion remains subject to court sanction at a Court Sanction Hearing and satisfaction/waiver of any other remaining conditions.

• Expected Effective Date: 11 Dec 2025, provided all conditions are met.

• Post‑Effective Actions

• Listing Changes:
  • Application to TSXV for admission of the new Sintana Shares; trading expected to commence the business day after the Effective Date.
  • Challenger will apply to the London Stock Exchange to cancel its AIM admission, with last AIM trading day anticipated on 10 Dec 2025. Share certificates for Challenger will cease to be valid by 12 Dec 2025.

• Corporate Structure: Challenger is expected to be re‑registered as a private limited company after de‑listing.

• Future Dual Listing: Sintana intends to seek AIM admission for its shares after the Effective Date, though this is not a condition of the Scheme.

Notable Quotes

• “The outcome of the Court Meeting and the General Meetings means that Conditions 2.1 and 2.2… have been satisfied,” – Eytan Uliel, CEO, Challenger plc.
• “We look forward to completing the Scheme and advancing our combined growth strategy across Namibia and Colombia,” – Robert Bose, CEO, Sintana Energy Inc.