Sintana's Challenger acquisition becomes effective

Executive Summary

• Sintana Energy Inc. has completed its acquisition of Challenger through a court-sanctioned scheme of arrangement under the Isle of Man Companies Act, which became effective on December 12, 2025.
• Challenger shareholders will receive 0.4705 new Sintana shares for each Challenger share held, with settlement expected by December 30, 2025.
• Challenger shares will be delisted from the London AIM, while new Sintana shares will begin trading on the TSX Venture Exchange and AIM around December 23, 2025.

Key Details

• Transaction Completion: The acquisition of Challenger by Sintana Energy Inc. was sanctioned by the court on December 12, 2025, and the court order was delivered to the Isle of Man Companies Registry. All conditions precedent have been satisfied or waived.
• Consideration: Scheme shareholders on the register at 6 p.m. London time on December 15, 2025, are entitled to receive 0.4705 new Sintana shares for each Challenger share held.
• Settlement Mechanics:
  • Certificated shareholders will receive direct registration system statements from the transfer agent.
  • Uncertificated shareholders (via CREST) will have Sintana depositary interests credited to their stock accounts by Computershare, subject to dual listing.
  • Settlement will occur no later than 14 days after the announcement (December 30, 2025).
• Listing Changes:
  • Challenger shares will be delisted from the Alternative Investment Market (AIM) by 8 a.m. on December 17, 2025.
  • Trading for new Sintana shares on the TSX Venture Exchange is expected to commence around 8 a.m. Toronto time on or around December 23, 2025.
  • Sintana shares (including new shares) are expected to commence trading on AIM around December 23, 2025.
• Board and Governance Changes:
  • Challenger: Iain McKendrick, Simon Potter, and Stephen Bizzell resigned as directors. Eytan Uliel and Robert Bose remain as directors of Challenger, which is now a wholly owned subsidiary.
  • Sintana: Keith Spickelmier transitioned from Executive Chairman to Non-Executive Chairman. Bruno Maruzzo and Dean Gendron resigned as non-executive directors.
  • New Sintana Board Composition:
    • Keith Spickelmier (Non-Executive Chairman)
    • Robert Bose (CEO and Executive Director)
    • Eytan Uliel (President and Executive Director)
    • Iain McKendrick (Senior Independent Non-Executive Director)
    • Doug Manner (Non-Executive Director)
    • Knowledge Katti (Non-Executive Director)

Notable Quotes

• "Challenger and Sintana are pleased to announce that, earlier today, an office copy of the court order sanctioning the scheme was delivered to the Isle of Man Companies Registry."