Sintana Energy Inc. Announces Court Sanction of Scheme of Arrangement and Issue of Shares

Executive Summary

• The TSXV condition for Sintana’s proposed acquisition of all Challenger shares has been satisfied; the Court‑sanctioned scheme is now approved and set to become effective on 16 December 2025.
• Upon effectiveness, Challenger shareholders recorded at the Scheme Record Time (15 Dec 2025) will receive New Sintana Shares, and trading of Challenger shares on AIM will be suspended and cancelled.
• New Challenger Shares (20,043,463) will be issued to holders of Challenger options/warrants under Rule 15 proposals and admitted to AIM trading on 15 December 2025; the combined share count for Challenger post‑scheme will be 269,356,123 ordinary shares.

Key Details

• Scheme Approval: Court order sanctioning the scheme received; TSXV condition satisfied. Effective upon delivery of court order to Isle of Man Companies Registry (expected 16 Dec 2025).
• Record Date: Scheme Record Time – 6:00 p.m., 15 December 2025. Shareholders on Challenger’s register at that time will receive New Sintana Shares.
• Trading Suspension: Challenger shares trading on AIM to be suspended from 7:30 a.m., 16 Dec 2025; last dealing day 15 Dec 2025. Cancellation of AIM admission expected by 8:00 a.m., 17 Dec 2025.
• New Sintana Shares Admission: Expected to commence normal settlement on TSXV at/after 8:00 a.m. Toronto time, 23 December 2025; AIM admission for New Sintana Shares also anticipated around 23 December 2025.
• Rule 15 Proposals: Holders of Challenger Share Plan and Warrants cancelled those securities in exchange for 20,043,463 new Challenger shares (1 penny each). These will be exchanged for New Sintana Shares on the same basis as existing Challenger shares.
• New Challenger Shares Admission: Application made to AIM; admission expected effective 15 December 2025; will rank pari‑passu with existing Challenger ordinary shares.
• Post‑Scheme Share Count (Challenger): 269,356,123 ordinary shares of 1 penny each (ISIN IM00BPLZ1D89); no treasury shares. Total voting rights equal to share count.
• Advisors & Legal Counsel:
• Challenger – Gneiss Energy Ltd (financial adviser), Zeus Capital Ltd (nominated adviser), Clydes & Co LLP (UK legal), SW Legal Ltd (Isle of Man legal).
• Sintana – Cavendish Capital Markets Ltd & Pareto Securities (joint financial advisers), Pinsent Masons LLP (UK legal), Fogler Rubinoff LLP (Canadian legal).
• Forward‑Looking Statements: Include expectations that the scheme will close on schedule, satisfy all regulatory and shareholder approvals, and that the acquisition will be completed on the announced terms.

Notable Quotes

“The satisfaction of the TSXV condition marks a pivotal step toward completing our strategic acquisition of Challenger, positioning Sintana for enhanced growth and value creation.” – Robert Bose, CEO, Sintana Energy Inc.