RCS - Sintana Energy Inc - Publication of Admission Document

Challenger EnergyAnnouncement

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RNS Number : 1426M  Sintana Energy Inc  18 December 2025

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INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.

 

The information contained in this announcement does not constitute or form
part of an offer to sell or issue or a solicitation of an offer to subscribe
for or buy any securities nor should it be relied upon in connection with any
contract or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any transferable securities referred to in this
announcement except solely on the basis of the information contained in the
admission document, including the risk factors set out therein, published by
Sintana Energy Inc today in connection with the admission of the common shares
of the Company to trading on AIM, a market operated by London Stock Exchange
plc (the "Admission Document").

 

Sintana Energy Inc

 

("Sintana", the "Company", and, together with its subsidiaries, the "Sintana
Group")

 

Publication of Admission Document

Uruguay Update

Proposed Share Issuance for Severance

 

Sintana Energy Inc (TSXV:SEI, OTCQX:SEUSF), has today published the Admission
Document in relation to the admission of its common shares represented by
depositary interests ("Common Shares") to trading on the AIM market of the
London Stock Exchange plc ("Admission"). Admission is expected to take place
and dealings in the Common Shares are expected to commence at 8.00 a.m. on
Tuesday 23 December 2025.

 

Following Admission, the Common Shares will continue to be listed and traded
on the TSX Venture Exchange ("TSXV") in Canada under the symbol "SEI", and on
the OTCQX market in the United States of America under the symbol "SEUSF".

 

Robert Bose, CEO of Sintana, commented: "Following the scheme becoming
effective in relation to our transformational acquisition of Challenger Energy
Group and our related commitment to provide local liquidity to AIM based
shareholders, we will have arrived at a key milestone.  We look forward to
our expected admission for trading and upcoming first day of dealings."

 

Information on Sintana

 

The Sintana Group holds a portfolio of direct and indirect interests in
high-impact assets in multiple jurisdictions and basins.  Specifically, this
includes interests in eight licences in two countries, Namibia and Uruguay, as
well as a pending indirect interest in a licence in Angola (and legacy assets
in Colombia and The Bahamas), thus providing diversified exposure to a range
of geologic plays, basins, operators, regulators, jurisdictions and
geopolitical regimes. The portfolio is anchored by an indirect interest in the
significant discoveries at Mopane (contained in petroleum exploration licence
("PEL") 83 in the Orange Basin, Namibia), together with additional high-impact
exploration catalysts across multiple other assets.

 

The Board believes that the Sintana Group's portfolio of interests has the
following attributes:

A diversified portfolio

·    Interests in eight licences in two countries, Namibia and Uruguay, as
well as a pending interest in a licence in Angola (and legacy assets in
Colombia and The Bahamas), thus providing diversified exposure to a range of
geologic plays, basins, operators, regulators, jurisdictions and geopolitical
regimes. The portfolio is anchored by an interest in the significant
discoveries at Mopane (PEL 83, Orange Basin, Namibia), together with
additional high-impact exploration catalysts across multiple other assets.

Exposure to near-term high value activity

·    The Sintana Group's portfolio is currently focussed on Namibia and
Uruguay - both jurisdictions considered to be global exploration "hot spots",
where significant exploration activity, including seismic campaigns and well
drilling, is expected to continue over the next 24 months.

Established partnerships in place

·    In Namibia, the Sintana Group holds interests in licences benefitting
from established partnerships with well-regarded operators including Chevron,
Galp, Pancontinental and NAMCOR. In Uruguay, the Sintana Group is partnered
with Chevron on the AREA OFF-1 block and in Angola, the Sintana Group will be
partnered with Corcel plc on the KON-16 block (subject to completion of the
transaction to acquire an interest in that block).

Reduced capital exposure through carries

·    The Sintana Group's strategy is to create and maintain a portfolio of
its interests that are predominantly carried through exploration, appraisal
and development by experienced, international operators, thereby providing the
Sintana Group's shareholders with exposure to projects and prospects where
comparatively limited capital is required from Sintana. Currently, the Sintana
Group benefits from full or partial carried interest positions in relation to
four of its five offshore licence interests in Namibia (including on PEL 83
where the Mopane discoveries have been made), as well as on AREA OFF-1 in
Uruguay.

Execution capability

·    The Sintana Group considers that it has strong technical and
commercial capabilities that can be brought to bear on managing its portfolio
and ultimately creating significant returns. In particular, Sintana has a
board and management team with deep sector experience and expertise.

Scale and funding efficiency

·    Sintana's market capitalisation on Admission is expected to be
approximately £107 million, offering a scaled, differentiated player in the
"small-cap" exploration space, with significant carry support on key licences,
cash and liquid resources in excess of US$10 million, and an improved capacity
to access funding as and when required or opportune to fully exploit its
existing portfolio and strategically grow its business.

Potential realisation opportunities

·    The Sintana Group's portfolio provides exposure to highly prospective
exploration prospects and, in the case of Mopane, discoveries of significant
scale. The resulting ability to potentially realise multiple value uplifts
from prospect to discovery via monetisation (including sale or divestment of
key assets) significantly enhances the opportunities for shareholder returns.

Summary Portfolio

 

Sintana Group's portfolio currently comprises of:

·    indirect interests in four large, highly prospective PELs in the
Orange Basin, offshore Namibia, including an indirect carried interest in PEL
83, home of the Mopane discoveries that were made in 2023 and 2024, as well as
indirect interests in PELs 79, 87 and 90;

·    an indirect interest in one PEL offshore Namibia in the Walvis Basin
(PEL 82), and one PEL onshore Namibia in the Waterberg Basin (PEL 103);

·    direct interests in two offshore blocks in Uruguay, being AREA OFF-1
in the Punta del Este Basin and AREA OFF-3 in the Pelotas Basin (these
interests having become part of the Sintana Group's portfolio on completion of
the acquisition of the Challenger Group on 16 December 2025 (the
"Acquisition"));

·    an indirect interest in the KON-16 licence in the onshore Kwanza
Basin in Angola (subject to completion of the transaction to acquire that
interest, which was entered into by Sintana in May 2025, with completion
expected in H1 2026); and

·    legacy assets onshore in the Middle Magdalena Basin, Colombia, and
offshore The Bahamas.

 

Admission Document

 

The Admission Document is available to view on the Company's website at:
https://sintanaenergy.com/ (https://sintanaenergy.com/)

 

Zeus Capital Limited will be appointed Nominated Adviser and Joint Broker to
the Company upon Admission.

 

Cavendish Capital Markets Limited will be appointed Joint Broker to the
Company upon Admission.

 

Unless otherwise indicated, capitalised terms in this announcement have the
meaning given to them in the Admission Document.

 

Uruguay Update

On 10 December 2025, the Uruguayan Ministry of Environment issued permits to
four seismic vendors to enable seismic acquisition in the territorial waters
of Uruguay, following an extensive consultation and permitting process. On 17
December 2025, the Company received notification of a legal action that has
been initiated by two local Uruguayan environmental groups, seeking to enjoin
all licencees of the Uruguayan offshore O&G industry from conducting any
work relating to their licenses, including seismic acquisition, as a
preliminary measure to a determination as to the validity of licences issued
by the Uruguayan State. The legal action has named ANCAP (the Uruguayan
regulator and national oil company), every industry participant in Uruguay
(including the Company and Chevron) and the four approved seismic vendors as
respondents. The judge declined to consider the injunction request on an ex
parte basis, and has instead ordered the industry to submit responses, which
are due on 26 December 2025. The Group considers the proceedings to be without
merit, and is working alongside ANCAP, Chevron and other industry participants
to respond accordingly. Thereafter, the judge will determine the appropriate
course for further hearings (if any) and ultimate resolution of the matter -
further updates will be provided as appropriate.

 

Proposed share issuance for severance

By way of update to the announcement dated 9 December 2025, Sintana announces
that it now propose to issue an aggregate of 2,512,943 common shares in the
capital of the Company (the "Severance Shares") at a deemed issue price of
CDN$0.52 to the below directors and officers (the "Recipients") of Sintana and
Challenger in lieu of all or part of the severance payments totalling
CDN$1,417,030 owing to same as a result of their loss of office or
directorship in connection with the Acquisition.

 Name               Common Shares  Severance Amount (CDN$)
 Keith Spickelmier  327,500        280,600
 Doug Manner        620,558        322,690
 Eytan Uliel        1,564,885      813,750

The Severance Shares are expected to be issued pursuant to applicable
prospectus exemptions under Canadian securities laws, and outside of the
Company's equity incentive plan as a one-time inducement and/or severance
payment paid in accordance with the terms of Section 6.4 of TSXV Policy 4.4. -
Security Based Compensation. The Severance Shares are expected to be subject
to a hold period of four months and one day from the date of issuance,
expiring on 24 April 2026, pursuant to the policies of the TSXV and Canadian
securities laws.

Each Recipient other than Mr. Uliel is a "related party" of the Company within
the meaning of MI 61-101 by virtue of their roles as executive chairman (Keith
Spickelmier) and director (Doug Manner) of Sintana. As a result, the issuance
of the Severance Shares is expected to constitute a "related party
transaction" (as defined in MI 61-101). Despite being a "related party
transaction" (as defined in MI 61-101), the issuance of the Severance Shares
is expected to be exempt from formal valuation and minority shareholder
approval under MI 61-101 by the application of the exemptions under Sections
5.5(b) and 5.7(1)(a) of MI 61-101 as the fair market value of the Severance
Shares (and the consideration therefor), insofar as it involves interested
parties, are not expected to exceed 25% of the Company's market
capitalization.

The issuance of the Severance Shares is not expected to be a Non-Arm's Length
Party Transaction under the policies of the TSXV.

The TSXV has conditionally approved the issuance of the Severance Shares, and
final approval remains subject to the filing and dissemination of a
comprehensive news release.

 

Enquiries

 

 Sintana Energy Inc                                Tel: +1 212 201 4125

 Robert Bose, Chief Executive Officer

 Eytan Uliel, President

 Jonathan Paterson, IR                             +1 475 477 9401

 Zeus - Nomad and Joint Broker                     Tel: +44 (0) 20 3829 5000

 Antonio Bossi / Darshan Patel / George Duxberry

 Simon Johnson (Broking)

 Cavendish Capital Markets Limited - Joint Broker  Tel: +44 (0) 20 3493 8000

 Neil McDonald / Derrick Lee / Pearl Kellie

 

 

About Sintana

 

Sintana, the Canadian parent company of a group of companies, is focused on
the acquisition, exploration, potential development, and ultimately the
monetisation of a diversified portfolio of interests in high-impact assets
with significant hydrocarbon resource potential in emerging "frontier"
geographies. Specifically, this includes interests in eight licences in two
countries, Namibia and Uruguay, as well as a pending indirect interest in a
licence in Angola (and legacy assets in Colombia and The Bahamas), providing
diversified exposure to a range of geologic plays, basins, operators,
regulators, jurisdictions and geopolitical regimes.

 

 

IMPORTANT NOTICES

 

This press release does not constitute an offer to purchase securities. The
securities to be offered in the offering have not been and will not be
registered under the United States Securities Act of 1933, as amended, or any
state securities laws and may not be offered or sold in the United States or
to, or for the benefit or account of, a U.S. person, except pursuant to an
available exemption from such registration requirements.

 

This announcement does not constitute, or form part of, any offer or
invitation to sell, allot or issue, or any solicitation of any offer to
purchase or subscribe for, any securities in the Company in any jurisdiction
nor shall it, or any part of it, or the fact of its distribution, form the
basis of, or be relied on in connection with or act as an inducement to enter
into, any contract or commitment therefor.

 

No reliance may be placed, for any purpose whatsoever, on the information or
opinions contained in this announcement or on its accuracy, fairness or
completeness. To the fullest extent permitted by applicable law or regulation,
no undertaking, representation or warranty, express or implied, is given by or
on behalf of the Company, Zeus Capital Limited ("Zeus"), Cavendish Capital
Markets Limited ("Cavendish"), or their respective parent or subsidiary
undertakings or the subsidiary undertakings of any such parent undertakings or
any of their respective directors, officers, partners, employees, agents,
affiliates, representatives or advisers or any other person as to the
accuracy, sufficiency, completeness or fairness of the information, opinions
or beliefs contained in this announcement and no responsibility or liability
is accepted by any of them for any errors, omissions or inaccuracies in such
information, opinions or beliefs or for any loss, cost or damage suffered or
incurred, howsoever arising, from any use, as a result of the reliance on, or
otherwise in connection with, this announcement.

 

Zeus and Cavendish, each of which are authorised and regulated by the
Financial Conduct Authority, are acting only for the Company in connection
with Admission and are not acting for or advising any other person, or
treating any other person as their client, in relation thereto, or giving
advice to any other person in relation to the matters contained herein. Such
persons should seek their own independent legal, investment and tax advice as
they see fit. Zeus' responsibilities, as the Company's nominated adviser under
the AIM Rules for Nominated Advisers and AIM Rules for Companies will be owed
solely to the London Stock Exchange and not to the Company, to any of its
directors or to any other person in respect of a decision to subscribe for or
otherwise acquire Common Shares in reliance on the Admission Document. No
representation or warranty, express or implied, is made by Zeus, Cavendish or
the Company or their respective affiliates, directors, officers, employees or
advisers as to any of its contents.

 

This announcement does not form the basis of or constitute any offer or
invitation to sell or issue, or any solicitation of any offer to purchase or
subscribe for any Common Shares or any other securities nor shall it (or any
part of it) or the fact of its distribution, form the basis of, or be relied
on in connection with, any contract or commitment therefor. No offer or sale
of the Common Shares has been and will not be registered under the applicable
securities laws of the United States, Australia, Canada, Japan or the Republic
of South Africa. Subject to certain exceptions, the Common Shares may not be
offered or sold in the United States, Australia, Canada, Japan or the Republic
of South Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan or the
Republic of South Africa. There will be no public offer of the Common Shares
in the United States, Australia, Canada, Japan or the Republic of South
Africa.

 

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These statements reflect
beliefs of the Directors (including based on their expectations arising from
pursuit of the Company's strategy) as well as assumptions made by the
Directors and information currently available to the Company. Although the
Directors consider that these beliefs and assumptions are reasonable, by their
nature, forward-looking statements involve known and unknown risks,
uncertainties, assumptions and other factors that may cause the Company's
actual financial condition, results of operations, cash flows, liquidity or
prospects to be materially different from any future such metric expressed or
implied by such statements. Past performance cannot be relied upon as a guide
to future performance and should not be taken as a representation that trends
or activities underlying past performance will continue in the future.
Forward-looking statements speak only as of the date they are made. No
representation is made or will be made that any forward-looking statements
will come to pass or prove to be correct.

 

Whilst the contents of this announcement are believed to be true and accurate
as at the date of its publication, no representation or warranty is made as to
such contents continuing to be true and accurate at any point in the future.

 

For the avoidance of doubt, the contents of the Company's website and social
media accounts are not incorporated by reference into, and do not form part
of, this announcement.

 

Forward-Looking Statements

The information provided in this announcement contains certain forward-looking
statements and information (collectively, "forward-looking statements") within
the meaning of applicable securities laws. Such forward-looking statements
include, without limitation, forecasts, estimates, expectations and objectives
for future operations that are subject to assumptions, risks and
uncertainties, many of which are beyond the control of Sintana or Challenger.
Forward-looking statements are predictive in nature, depend upon or refer to
future events or conditions, or include words such as "expect", "plan",
"anticipate", "believe", "intend", "maintain", "continue to", "pursue",
"design", "result in", "sustain" "estimate", "potential", "growth",
"near-term", "long-term", "forecast", "contingent" and similar expressions, or
are events or conditions that "will", "would", "may", "could" or "should"
occur or be achieved. The forward-looking statements contained in this
announcement speak only as of the date hereof and are expressly qualified by
this cautionary statement.

 

Forward-looking statements are based upon, among other things, factors,
expectations and assumptions that Sintana and Challenger have made as at the
date of this announcement regarding, among other things: the receipt of all
applicable regulatory approvals and the issuance of the Severance Shares.

 

Undue reliance should not be placed on the forward-looking statements because
no assurance can be given that they will prove to be correct. Since
forward-looking statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. These risks include, but
are not limited to, the ability of Sintana and Challenger to receive all
necessary regulatory approvals and issue of the Severance Shares

 

Except as may be required by applicable securities laws, neither Sintana nor
Challenger assume any obligation or intent to update publicly or revise any
forward-looking statements made herein, whether as a result of new
information, future events or otherwise.

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined
in the policies of the TSXV) accepts responsibility for the adequacy or
accuracy of this release.

 

 

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