Sintana receives TSX-V OK for Challenger acquisition

Executive Summary

• Sintana Energy Inc. has received court sanction for its acquisition of Challenger, satisfying the TSX Venture Exchange (TSX-V) condition for closing.
• The scheme of arrangement is expected to become effective on December 16, 2025, with Challenger shares suspended from AIM trading on that date and Sintana shares expected to commence trading on the TSX-V on December 23, 2025.
• As part of the transaction, 20,043,463 new Challenger shares were issued to cancel options and warrants under Rule 15 proposals, bringing Challenger's total issued share capital to 269,356,123 ordinary shares.

Key Details

• Transaction Status: The recommended acquisition of Challenger by Sintana Energy Inc. via a court-sanctioned scheme of arrangement under the Isle of Man Companies Act 1931 has been sanctioned by the court and approved by the TSX-V.
• Effective Date: The scheme becomes effective upon delivery of the court order to the Isle of Man Companies Registry, expected on December 16, 2025.
• Scheme Record Time: December 15, 2025, at 6 p.m. Shareholders on the register at this time are entitled to receive new Sintana shares upon effectiveness.
• Trading Suspension (Challenger): Trading in Challenger shares on the AIM is suspended effective 7:30 a.m. on December 16, 2025. December 15, 2025, is the last day for dealings and transfer registration.
• Listing Cancellation (Challenger): Admission to trading on AIM is expected to be cancelled by no later than 8 a.m. on December 17, 2025.
• New Listing (Sintana on TSX-V): Admission to trading for new Sintana shares on the TSX-V is expected to commence at or shortly after 8 a.m. Toronto time on December 23, 2025.
• New Listing (Sintana on AIM): Sintana will apply for admission to the AIM; expected commencement of trading is on or around December 23, 2025.
• Rule 15 Proposals (Warrant/Option Cancellation): Participants in the Challenger share plan and warrant holders elected to cancel their instruments in exchange for new Challenger shares.
• New Share Issuance: 20,043,463 new Challenger shares were issued pursuant to the Rule 15 proposals. These shares are subject to the scheme and will be exchanged for new Sintana shares.
• Admission of New Shares: An application was made for admission of the 20,043,463 new Challenger shares to trading on AIM, expected to become effective on December 15, 2025.
• Post-Transaction Share Capital: Following the admission of new shares, Challenger will have 269,356,123 ordinary shares of one pence each in issue and admitted to trading on AIM.
• ISIN: The ISIN for Challenger's ordinary shares is IM00BPLZ1D89.
• Legal Advisers:
  • Challenger: Clyde & Co LLP (UK) and SW Legal Ltd. (Isle of Man).
  • Sintana: Pinsent Masons LLP (UK) and Fogler Rubinoff LLP (Canada).