REG - Sintana Energy Inc - MI 61-101 Disclosure

Sintana EnergyAnnouncement

12/01/2026 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260112:nRSL4099Oa&default-theme=true

RNS Number : 4099O  Sintana Energy Inc  12 January 2026

12 January 2026

 

Sintana Energy Inc

 

("Sintana", or the "Company")

 

 

SINTANA ENERGY INC. PROVIDES MI 61-101 DISCLOSURE IN CONNECTION WITH
CHALLENGER ACQUISITION

 

 

Sintana Energy Inc. (TSX-V: SEI, AIM: SEI, OTCQX: SEUSF) provides, at the
request of the TSX Venture Exchange, the following details regarding the
requirements of Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101") in connection with the
Company's previously completed acquisition of Challenger Energy Group plc
("Challenger") by way of scheme of arrangement that became effective on 16
December 2025 (the "Transaction").

 

The Transaction was an Arm's Length Transaction (as defined in the TSXV Policy
Manual), other than as a result of the fact that Sintana's CEO, Mr. Robert
Bose (i) acted as a director of Challenger and a director and officer of the
Company, and (ii) was a direct and indirect shareholder of each of Challenger
and the Company, holding less than 10% of the issued and outstanding shares of
each such entity prior to closing.

 

Accordingly, the Transaction was exempt from the shareholder approval and
valuation requirements of MI 61-101, as (i) Challenger was not a "related
party" of the Company within the meaning of MI 61-101, and (ii) while Mr. Bose
was a "related party" of the Company within the meaning of MI 61-101, the
exchange of ordinary shares in the capital of Challenger (the "Challenger
Shares") held by Mr. Bose for common shares in the capital of the Company (the
"Common Shares") pursuant to the terms of the Transaction was exempt from the
valuation and minority shareholder approval requirements of MI 61-101 on the
basis that the value thereof, insofar as it involved interested persons, did
not exceed 25% of the Company's market capitalization, pursuant to Sections
5.5(a) and 5.7(1)(a) of MI 61-101. The Transaction was also not a "business
combination" as defined in MI 61-101, as it was not, in respect of the
Company, an amalgamation, arrangement, consolidation, or amendment to the
terms of a class of equity securities or any other transaction as a
consequence of which the interest of a holder of an equity security of the
Company may be terminated without the holder's consent, regardless of whether
the equity security is replaced with another security.

 

Immediately prior to completion of the Transaction, Mr. Bose beneficially
owned, directly and indirectly, an aggregate of 23,205,412 pre-Transaction
common shares in the capital of the Company, representing approximately 6.1%
of the issued and outstanding pre-Transaction common shares of the Company on
an undiluted basis (and 28,155,412 pre-Transaction common shares (6.9%) on a
fully diluted basis), as well as an aggregate of 12,580,000 Challenger Shares,
representing approximately 4.7% of the pre-Transaction issued and outstanding
Challenger Shares on an undiluted and fully diluted basis.

 

Following completion of the Transaction, Mr. Bose beneficially owns, directly
and indirectly, an aggregate of 27,578,415 Common Shares, representing
approximately 5.4% of the issued and outstanding Common Shares on an undiluted
basis (and 32,528,415 Common Shares, representing approximately 6.1% of the
531,206,240 issued and outstanding Common Shares on a fully diluted basis).

 

The Transaction was approved by the board of directors at a meeting held on 5
October 2025, where Mr. Bose declared his interest in the Transaction and
abstained from voting in respect thereof. In addition, the board of directors
of the Company formed a special committee comprised entirely of non-interested
directors (the "Special Committee") to review and make recommendations with
respect to the Transaction. The Special Committee commissioned, received and
reviewed a third-party valuation and fairness opinion and unanimously
recommended approval of the Transaction. The Transaction is exempt from the
formal valuation and minority shareholder approval requirements of applicable
securities laws as at the time it was agreed to as noted above. A material
change report was filed in connection with Mr. Bose's exchange of Challenger
Shares for Common Shares less than 21 days in advance of closing of the
Transaction, as the exact number of shares to be exchanged was not known
during this time.

 

Enquiries

 

"Robert Bose"

Chief Executive Officer

 

For additional information or to sign-up to receive periodic updates about
Sintana's projects, and corporate activities, please visit the Company's
website at www.sintanaenergy.com

 

Corporate
Contacts:
Communications & Investor Relations Advisor:

Robert Bose
                                       Jonathan Paterson

Chief Executive Officer
 
Founder & Managing Partner

212-201-4125
                                   Harbor Access

 
 
 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 ENERGY:

 

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.

 

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT
TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCUPURCGUPQGMB



            Copyright 2019 Regulatory News Service, all rights reserved