REG - Sintana Energy Inc - Proposed Offering of Common Shares
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RNS Number : 6098E Sintana Energy Inc 15 May 2026
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into THE UNITED STATES, AUSTRALIA, Japan OR the republic of SOUTH AFRICA OR IN
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OR REGULATION.
THIS ANNOUNCEMENT, INCLUDING APPENDIX I, IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT ITSELF CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR CONTAIN ANY
OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO
BUY, ACQUIRE OR SUBSCRIBE FOR) COMMON SHARES TO ANY PERSON. IN PARTICULAR,
THIS ANNOUNCEMENT, INCLUDING APPENDIX I, DOES NOT CONSTITUTE OR CONTAIN ANY
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CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION
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KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)
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POSSESSION OF INSIDE INFORMATION.
Sintana Energy, Inc.
("Sintana" or the "Company")
Proposed Offering of Common Shares
Sintana Energy, Inc. (TSXV:SEI, AIM:SEI, OTCQX:SEUSF), is pleased to announce
that it proposes to complete a private placement ("Fundraise") pursuant to
which it shall issue up to 49,565,690 new common shares of no par value in the
Company ("Common Shares") (the "New Common Shares") at a price of C$0.41 per
share (the "Issue Price") (approximately 22.5 pence per share) to raise
minimum aggregate gross proceeds of US$11.5 million (C$15.6 million, £8.6
million).
Key Highlights
· Significant near-term catalysts over the next 24 months, with
drilling activity including a fully carried three well drilling programme at
Mopane (PEL 83) during 2026/2027 operated by TotalEnergies, a Chevron-operated
exploration well on PEL 90 in late 2026/early 2027, and a carried
basin-opening well on PEL 82 with Chevron as operator. In addition, ongoing
seismic activity in Uruguay and Angola, farm-out activity across the portfolio
and opportunities for portfolio expansion offer multiple wider value
catalysts.
· The Company intends to use the net proceeds of the Fundraise,
alongside existing balance sheet cash and expected 2026 cash proceeds from the
Exxon settlement in Colombia and other available funds, to fund: (i) its share
of the Chevron-operated Nabba-1 exploration well in PEL 90 on the neighbouring
block to Mopane; (ii) the cash proportion of consideration for the closing of
the acquisition of an interest in PEL 37 in the Walvis Basin; (iii) the cash
proportion of consideration for the closing of the acquisition of an
interest in the KON-16 licence in the Angolan Kwanza basin, as well as the
Company's share of work programme costs on that block; and (iv) for general
corporate purposes.
· Robert Bose and Eytan Uliel, CEO and President of the Company
respectively, have indicated that they will subscribe for an aggregate amount
of C$0.5 million in the Fundraise.
· The Fundraise is being conducted as a placing on AIM and a listed
issuer financing exemption ("LIFE") offering in Canada.
The Fundraise is subject to the terms and conditions set out in Appendix I to
this Announcement (which forms part of this Announcement).
Stifel Nicolaus Europe Limited ("Stifel") is acting as sole bookrunner to the
Company on the Fundraise, and Zeus Capital Limited ("Zeus") is acting as
Nomad, joint broker and co-lead manager to the Company on the Fundraise
(together, the "Banks"). Cavendish Capital Markets Limited ("Cavendish") is
acting as joint broker and co-lead manager to the Company on the Fundraise.
The New Common Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Existing Common Shares, including the
right to receive all dividends and other distributions declared, made or paid
on or in respect of such shares after the date of issue.
Application will be made for Admission of the New Common Shares and it is
expected that Admission will take place at 8.00 a.m. (BST) on or around 27
May 2026 (or such later time and/or date as may be agreed between the
Company and the Banks, being not later than 8.00 a.m. (BST) on 30 June
2026). The Fundraise is conditional upon, inter alia, Admission becoming
effective. The Fundraise is also conditional upon the placing agreement
entered into between the Company and the Banks on the date of this
Announcement not otherwise being terminated in accordance with its terms.
Subject to compliance with applicable regulatory requirements and in
accordance with National Instrument 45-106 - Prospectus Exemptions ("NI
45-106"), the New Common Shares sold pursuant to the Fundraise will be issued
pursuant to the Listed Issuer Financing Exemption under Part 5A of NI 45-106,
and accordingly such securities will not be subject to a hold period pursuant
to applicable Canadian securities laws. There is an offering document related
to this Fundraise dated as of 15 May 2026, as may be amended from time to time
(the "Offering Document") that can be accessed under the Company's profile at
www.sedarplus.ca and at https://sintanaenergy.com. Prospective investors
should read this Offering Document before making an investment decision. The
Fundraise remains subject to the approval of the TSX Venture Exchange.
The Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "IMPORTANT NOTICES"
section and the detailed terms and conditions described in Appendix I.
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms in Appendix I of this Announcement,
unless the context requires otherwise.
Further information:
Sintana Energy Inc Tel: +44 (0) 747 845 987
Robert Bose, Chief Executive Officer
Eytan Uliel, President
Stifel Nicolaus Europe Limited (Sole Bookrunner) Tel: +44 (0) 20 7710 7600
Callum Stewart / Simon Mensley / Ashton Clanfield
Zeus (Nomad, Joint Broker and Co-Lead Manager) Tel: +44 (0) 20 3829 5000
Antonio Bossi / Darshan Patel / George Duxberry
Simon Johnson / Alex Bartram (Broking)
Cavendish Capital Markets Limited (Joint Broker and Co-Lead Manager) Tel: +44 (0) 20 3493 8000
Neil McDonald / Derrick Lee / Pearl Kellie
Jonathan Paterson - Investor Relations Tel: +1 475 477 9401
jonathan.paterson@harbor-access.com
(mailto:jonathan.paterson@harbor-access.com)
CAMARCO - Financial PR Tel: +44 (0) 20 3757 4980
Billy Clegg / Georgia Edmonds / Sam Morris
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.
Background to the Company
Sintana holds a diversified portfolio of direct and indirect interests in
high-impact assets with significant hydrocarbon resource potential in emerging
"frontier" geographies. Sintana offers investors a unique, capital-efficient
vehicle to gain exposure to high-potential blocks in Namibia, Uruguay, and
Angola. The Company's business model is built on securing interests in
major-operated assets where drilling and development costs are predominantly
carried by industry-leading partners, with current partners including
TotalEnergies, Chevron, and Galp Energia.
With a multi-well catalyst work programme throughout 2026-2027 and with
significant carried exposure providing material upside with minimised cost
exposure, Sintana is positioned for a potential step-change in valuation
driven by exploration successes across three distinct regions.
The portfolio is anchored by an interest in the world-class Mopane complex on
PEL 83 in Namibia's Orange Basin, an asset on track for final investment
decision in 2028, with the value of Sintana's Mopane interest alone supporting
the Company's current market capitalisation.
The Board believes that the Sintana portfolio provides diversified exposure to
high-impact exploration, appraisal and development with asymmetric upside
exposure:
1. Diversified portfolio with multiple upside opportunities, underpinned
by Mopane
Sintana's portfolio comprises diversified exposure across ten direct, indirect
and potential acquisition assets. This provides a large number of options for
potential value creation, offering a highly diversified portfolio of
exploration and appraisal assets in some of the most prospective basins
globally. Importantly, Sintana's portfolio is underpinned by its 4.9% indirect
interest in the Mopane complex discoveries on PEL 83, with the Company fully
carried until first oil, three wells expected to be drilled between 2026 and
2027, and a final investment decision target indicated by TotalEnergies for
2028.
2. Exposure to near-term high value activity
Sintana's core portfolio in Namibia, Uruguay and Angola is located in key
global exploration "hot spots", offering exposure to some of the most
prospective acreage for new oil and gas discoveries globally. With a
diversified portfolio across multiple assets and opportunities, the Sintana
portfolio will see multiple catalysts in the coming 24 months including
multi-well drilling programmes, seismic studies, potential farm-outs and
acquisition opportunities.
3. Established partnerships with Tier-1 operators
Sintana has a proven track-record of partnering with leading industry
participants on its licences. Today, Sintana partners with Chevron,
TotalEnergies, Galp Energia, Qatar Energy, Pancontinental and NAMCOR in
Namibia, Chevron on the AREA OFF-1 block in Uruguay and Corcel in Angola
(subject to completion of the transaction to acquire an interest in the KON-16
block). These partnerships provide Tier-1 operating teams with significant
resources and industry-leading capabilities, de-risking project execution.
4. Reduced capital exposure through carries
Sintana's strategy is to create and maintain a portfolio of interests with
minimised capital exposure, protected downside, and asymmetric upside
exposure. The Company's assets benefit from significant carried interest
arrangements with full or partial carried interest positions in relation to
four of its five offshore licence interests in Namibia and in AREA OFF-1 in
Uruguay. In particular, Sintana's indirect exposure to the world-class Mopane
complex via its interest in PEL 83 benefits from a full carry through to first
oil, underpinning the Company's base value whilst offering significant upside
potential on both PEL 83 and across the wider portfolio.
5. Potential realisation opportunities
Sintana'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.
Sintana's portfolio comprises the following interests:
Asset Basin Operator Sintana Interest
Namibia
PEL 83 Mopane Orange Basin TotalEnergies(1) 4.9% indirect interest
PEL 90 Orange Basin Chevron 4.9% indirect interest
PEL 87 Orange Basin Pancontinental 7.35% indirect interest
PEL 79 Orange Basin NAMCOR 16.17% indirect interest
PEL 82 Walvis Basin Chevron 4.9% indirect interest
PEL 37 Walvis Basin Paragon(2) 30% indirect interest
PEL 103 Waterberg Basin Apprentice Investments (Pty) Ltd 13.23% indirect interest
Uruguay
AREA OFF-1 Punta del Este Basin Chevron 40% direct interest
AREA OFF-3 Pelotas Basin Sintana 100% direct interest
Angola
KON-16 Kwanza Basin Corcel(3) 5% indirect interest
1. TotalEnergies is operator elect, subject to completion of Galp Energia's
announced farm-out of a 40% interest and operatorship to TotalEnergies -
transaction subject to regulatory approvals in Namibia.
2. Letter of intent has been entered into for exclusivity on the potential
indirect investment in PEL 37, with the transaction pending due diligence, and
formal documentation, formal entry into the transaction is expected in H1 2026
with completion expected to follow thereafter in H22026.
3. Heads of terms entered into for the acquisition of the interest in KON-16
in Angola, with the transaction pending formal documentation and completion,
which is expected in H2 2026.
Note: the core portfolio set out above does not include legacy assets in
Colombia (currently in the process of being monetized) and The Bahamas (both
of which offer potential for value / monetisation)
1. Namibia: The Orange, Walvis and Waterberg Basins
a. PEL 83 (Mopane Discoveries)
Sintana holds a 4.9% indirect interest in PEL 83, which is operated by
TotalEnergies (operator-elect). This flagship asset sits in the heart of the
Orange Basin and is home to the world-class Mopane discoveries, where five
successful wells have already confirmed a 1.4 billion boe (3C) resource. The
asset provides a robust valuation floor for the Company, with the first phase
of Mopane alone carrying an indicative value of US$195(1) - US$242 million(2),
effectively underpinning Sintana's entire market capitalisation. Sintana
benefits from a full financial carry through the Final Investment Decision
("FID") and until first production, shielding the Company from development
capital expenditures. Near-term catalysts include three well appraisal program
in 2026/27 to define the full scale of the complex ahead of a targeted FID in
2028.
b. PEL 90
In PEL 90, to the west of PEL 83, Sintana maintains a 4.9% indirect interest.
PEL 90 is operated by Chevron. This high-impact exploration block offers
exposure to basin-floor fans which are believed to be analogous to the
multi-billion-barrel Venus discovery to the south. Chevron is currently
maturing targets for the Nabba-1 deepwater exploration well, planned for late
2026 or early 2027. This well represents a significant valuation catalyst,
with an indicative success-case value to Sintana of approximately US$161
million(3). The Company's current financial exposure is limited to an
estimated investment of US$6 - US$9 million, offering investors highly
asymmetric upside potential.
c. PEL 82
Sintana holds a 4.9% indirect interest in PEL 82, which is located in the
Walvis Basin and operated by Chevron. Recognised as one of the most
technically advanced opportunities in Namibia outside of the Orange Basin, PEL
82 features an active petroleum system confirmed by previous drilling. Chevron
is evaluating drilling a potentially basin-opening exploration well -
Gemsbok-1 - in 2027, which is expected would target resources with
Mopane-scale potential. Sintana is fully carried on the drilling of this well,
offering an indicative success-case value of US$149 million(4) net to the
Company for nil investment.
d. PEL 87
Sintana retains a 7.35% indirect interest in PEL 87, which is operated by
Pancontinental. PEL 87 contains the Saturn turbidite complex that spans
approximately2,400 square km and has significant oil potential. Sintana's
interest is carried through final investment decision, providing Sintana with
significant upside potential but limited near-term capital need. The operator
is currently conducting a farm-out process seeking to bring in an additional
partner, minimise cost exposure and accelerate the drilling of this
high-potential asset.
e. PEL 79
Sintana holds a 16.17% indirect interest in PEL 79, where the national oil
company NAMCOR is the operator. This asset further diversifies Sintana's
exposure within the Orange Basin, providing additional scale in a region that
has become the global focal point for offshore exploration.
f. PEL 103
Sintana holds a 13.23% indirect interest in PEL 103, located onshore
North-East Namibia in the Waterberg Basin. Thick Permian Karoo Supergroup
sediments are present in the Waterberg Basin, which provide a favourable
setting for hydrocarbon exploration. Only a small portion of the basin has
been drilled to date and more untested sub-basins are likely to exist.
g. PEL 37 (Potential Asset Interest)
Sintana announced on 21 January 2026, that it had entered into a Letter of
Intent providing for a period of exclusivity in relation to a potential
investment to secure an indirect 30% interest in PEL 37 in the Walvis Basin,
offshore Namibia. PEL 37 is adjacent to the Chevron-operated PEL 82 licence,
which is expected to see a basin-opening well drilled in 2027. Any success on
PEL 82 would significantly increase the potential value of PEL 37 and is
expected to positively position future farm-out discussions on PEL 37. The
Letter of Intent contemplates an acquisition of a 30% interest from current
operator Paragon Oil & Gas for total consideration of US$6 million, to be
paid in a combination of cash and shares. The transaction is pending
finalisation of due diligence and formal documentation; formal entry into the
transaction is expected in H1 2026 with completion expected to follow
thereafter in H2 2026.
2. Uruguay
a. AREA OFF-1
Sintana holds a 40% direct interest in AREA OFF-1, operated by Chevron. This
block is offshore Uruguay and contains two primary prospects, Teru Teru and
Anapero, with a combined Pmean prospective resource of approximately 1.3
billion barrels and upside potential of 2.8 billion barrels (P10 case).
Sintana is fully carried through the current 3D seismic acquisition campaign
being acquired by Chevron and benefits from a 50% carry on the first
exploration well. The indicative success-case value for Sintana's interest in
AREA OFF-1 is estimated at US$271 million(5), assuming a future farm-down to a
10% interest in exchange for a full carry to first oil.
b. AREA OFF-3
Sintana maintains a 100% direct interest and acts as the operator for AREA
OFF-3. This block features two primary prospects, Benteveo and Amalia, with a
Pmean prospective resource of 418 million barrels and significant upside
potential (955 MMbbls upside (P10) case). The Company is currently running an
active farm-out process with a view to securing a major partner to progress
exploration and appraisal activities on the licence. Value is expected to be
unlocked in the near term through partner selection and read-across from
drilling activities on the OFF-6 licence by APA, which is expected for 2027.
It is noted that Qatar Energy and Chevron recently farmed into adjacent
acreage on both sides of AREA OFF-3.
3. Angola: The Kwanza Basin
a. KON-16
Sintana is in the process of completing the acquisition of a 5% indirect
interest in the KON-16 block, which is operated by Corcel. Located in the
onshore Kwanza Basin, this asset offers offshore-scale upside potential in pre
and post-salt reservoirs - estimated at up to 400 million barrels - but with
the significantly lower cost structure typical of an onshore development.
Corcel has recently completed a 2D seismic acquisition campaign and is
expected will undertake a farm in process in late 2026, with a view to
securing a partner for an initial exploration well in 2027. Sintana's interest
in KON-16 provides a low-cost catalyst with an indicative success-case value
of US$76 million (net to Sintana). Completion of this transaction is expected
in the second half of 2026, further diversifying the Company's high-impact
African portfolio.
1. Based on Galp Energia farm-out value of US$4.6/bbl
2. Broker consensus (Zeus (30 Mar 2026), Auctus (24 Mar 2026), Cavendish (16
Feb 2026) and Pareto (15 Jan 2026)).
3. Reflects gross resources of 800 mmbbls and per barrel value of US$4.1/bbl,
reflecting US$/bbl metrics for Mopane per Welligence Feb 2026 production and
cost assumptions and Sintana's cash flow model, adjusted for three-year lag,
using a discount rate of 10% (Mopane discovered in 2024, Nabba-1 to be
drilled late 2026-2027).
4. Reflects gross resources of 800 mmbbls and per value of US$3.8/bbl,
reflecting US$/bbl metrics for Mopane per Welligence Feb 2026 production and
cost assumptions and Sintana's cash flow model, adjusted for four-year lag,
using a discount rate of 10% (Mopane discovered in 2024, Gemsbok-1 to be
drilled late 2026-2027 and Walvis Basin a new basin for developments so
additional year added).
5. The figures used to calculate the value of area OFF-1 include a gross
resource discovered (Teru Teru Pmean) of 683 MMbbls which is based on Sproule
CPR 18 Dec 2025; does not include prospective gas resource, The calculation
assumes an eventual farm-down to a 10% interest with carry to first oil. Value
based on US$ / bbl metrics of Mopane based on Welligence Feb 2026 production
and cost assumptions and Sintana's cash flow model, adjusted for five-year lag
using a discount rate of 0% (Mopane discovered in 2024, initial exploration
well to potentially be drilled 2028-2029 and Punta del Este Basin a new basin
for developments
Use of Proceeds
The Company is proposing to raise minimum gross proceeds of US$11.5 million
(before expenses) pursuant to the Fundraise.
The net proceeds from the Fundraise, alongside existing balance sheet cash and
the expected 2026 proceeds from the Exxon settlement in Colombia and other
funds, are expected to be used to fund the Company's share of drilling
activities on PEL 90, fund the cash portion of consideration to acquire
interests in PEL 37 and KON-16, and for general corporate purposes.
Sources and uses of funds (next 24 months):
Sources US$m
Cash (at 31/03/2026) ~8
Fundraise (gross) ~11.5
Exxon settlement (balance due, gross) ~6
Other contractually committed inflows ~1
Total Sources ~26.5
Sources do not include:
1. Release of restricted cash balances in support of Uruguay work
program commitments -US $0.7m
2. Any assumed additional income from successful asset sales or
farm-downs
Uses Description US$m
Mopane 3 well program ~0
PEL 83 Potential exploration well ~0
PEL 90 Exploration well ~6 - 9
PEL 82 Potential exploration activity ~0
PEL 37 Proposed acquisition ~2.5
Uruguay OFF-1 Current 3D seismic program ~0 - low
Angola KON-16 Acquisition and share of work program ~3
G&A (2 years at US$4m pa) 2 years at US$4m pa ~8
Cash buffer / other - ~4 - 7
Totals ~26.5
The Fundraise is not underwritten by Stifel, Zeus, Cavendish or any other
person.
Competent Person Statement
Technical work referred to in this announcement has been undertaken by various
independent third-party specialist advisors. This technical work has been
overseen by Mr. Randolph Hiscock the Company's Technical Lead.
In accordance with the AIM Note for Mining and Oil & Gas Companies,
Sintana discloses that Mr. Randolph Hiscock is the qualified person who has
reviewed the technical information contained in this presentation. He has a
Master's in Science (Geology) and is a member of the AAPG & PESGB, and has
over 35 years' experience in the oil and gas industry. Randolph Hiscock
consents to the inclusion of the information in the form and context in which
it appears.
IMPORTANT INFORMATION
This Announcement is released by the Company and contains inside information
for the purposes of Article 7 of UK MAR. It is disclosed in accordance with
the Company's obligations under Article 17 of UK MAR.
No action has been, or will be, taken by the Company or the Banks, or any of
their respective affiliates, that would, or which is intended to, permit a
public offer of the New Common Shares in any jurisdiction or the possession or
distribution of this Announcement or any other offering or publicity material
relating to the New Common Shares in any jurisdiction where action for that
purpose is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions. Persons
into whose possession this Announcement comes shall inform themselves about,
and observe, such restrictions.
No prospectus has been, or will be, made available in connection with the
matters contained in this Announcement and no such prospectus is required (in
accordance with the EU Prospectus Regulation or the PRM) to be published.
The New Common Shares will not be admitted to trading on any stock exchange,
other than the AIM market operated by the London Stock Exchange, the TSX-V in
Canada and quoted on the OTCQX in the United States.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement, other than as expressly set forth herein.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED
STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE
INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES.
Information for Distributors
UK product governance
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Rules) may
otherwise have with respect thereto, the New Common Shares have been subject
to a product approval process, which has determined that the New Common Shares
are: (i) compatible with an end target market of investors who meet the
criteria of retail and professional clients and eligible counterparties, each
defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii)
eligible for distribution through all distribution channels as are permitted
by the UK Product Governance Rules (the "UK Target Market Assessment").
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MIFID II Product Governance
Requirements) may otherwise have with respect thereto, the New Common Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of investors who
meet the criteria of retail and professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II.
The issuer for the Fundraise has not published sufficient data for the
manufacturer to determine whether an investment in the Fundraise is compatible
for investors who have expressed sustainability related objectives with their
investments based on that which i) is an environmentally sustainable
investment under the EU Taxonomy Regulation, ii) represents a sustainable
investment under the SFDR, and/or iii) takes into consideration any Principle
Adverse Impacts on sustainably factors as per the SFDR. (the "EU Target Market
Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the New Common Shares
may decline and investors could lose all or part of their investment; the New
Common Shares offer no guaranteed income and no capital protection; and an
investment in New Common Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. Each of the
UK Target Market Assessment and the EU Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Proposals. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, the Banks will only procure investors who meet the criteria of
professional clients and eligible counterparties, as defined under COBS or
MiFID II, as applicable.
For the avoidance of doubt, neither the UK Target Market Assessment nor the EU
Target Market Assessment constitutes: (a) an assessment of suitability or
appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or
MiFID II, as applicable; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the New Common Shares pursuant to the Fundraise.
Each distributor is responsible for undertaking its own target market
assessment in respect of the New Common Shares and determining appropriate
distribution channels.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FUNDRAISE. THIS
ANNOUNCEMENT (INCLUDING APPENDIX I) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
COMMON ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO
ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE REGULATION
(EU) 2017/1129 ("EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF PART
2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS
2024 ("POATR") AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR FALL WITHIN THE DEFINITION
OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE
49(2) (A) TO (D) OF THE ORDER; OR (C) ANY OTHER PERSON TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED
TO PARTICIPATE IN THE FUNDRAISE BY STIFEL ZEUS AND/OR CAVENDISH (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE NEW COMMON SHARES.
THE PRICE OF THE COMMON SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN
AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A
DISPOSAL OF THEIR COMMON SHARES.
THIS ANNOUNCEMENT (INCLUDING APPENDIX I) AND THE INFORMATION CONTAINED HEREIN
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Fundraise and/or the issue of
the New Common Shares in certain jurisdictions may be restricted by law. No
action has been, or will be, taken by the Company, the Banks or any of their
respective affiliates, agents, directors, officers or employees that would
permit an offer of the New Common Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such New
Common Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and the Banks to inform themselves about and to observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in Australia, Japan, or the Republic of South
Africa or any other jurisdiction in which the same would be unlawful. No
public offering of the New Common Shares is being made in any jurisdiction.
This Announcement is only directed at persons in Australia, who it is lawful
to offer the New Common Shares to be issued under the Fundraise without
disclosure under Chapter 6D of the Australian Corporations Act 2001 (Cth)
("Australian Corporations Act") (including those who are "sophisticated
investors" within the ambit of section 708(8) of the Australian Corporations
Act or who are "professional investors" within the ambit of section 708(11) of
the Australian Corporations Act), and where such action complies with all
applicable laws, regulations and directives and does not require any document
to be lodged with the Australian Securities and Investments Commission.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been, or will be, lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance and the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the New Common Shares and the New Common Shares have not
been, nor will they be, registered under the securities laws of any state,
province or territory of Australia, Canada, Japan, or the Republic of South
Africa. Accordingly, the New Common Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, or the
Republic of South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results, including statements with respect to the anticipated
Fundraise and any proceeds to be raised pursuant thereto, future proposed
exploration and development activities, potential future shareholder returns,
proposed acquisitions of interests in PEL 37 and KON-16 and the prospectivity
of the Company's property interests. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of
similar meaning. By their nature, all forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances which
are beyond the control of the Company, including amongst other things, risks
associated with the oil and gas industry in general (e.g. operational risks in
exploration, development and production; the uncertainty of reserve estimates;
and health, safety and environmental risks), constraint in the availability of
services or equipment, commodity price fluctuations, changes in legislation
impacting the oil and gas industry, adverse weather conditions and
uncertainties resulting from potential delays or changes in plans with respect
to exploration or development projects or capital expenditures, domestic and
global economic business conditions, market-related risks such as fluctuations
in interest rates and exchange rates, the policies and actions of governmental
and regulatory authorities, the effect of competition, inflation, deflation,
the timing effect and other uncertainties of future acquisitions or
combinations within relevant industries, the effect of tax and other
legislation and other regulations in the jurisdictions in which the Company
and its respective affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, the effect of operational risks; and the loss of
key personnel.
As a result, the actual future financial condition, performance and results of
the Company may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. Any forward-looking statements made
in this Announcement by or on behalf of the Company speak only as of the date
they are made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the New Common Shares. Any investment decision to subscribe New
Common Shares in the Fundraise must be made solely on the basis of information
contained in this Announcement and the Offering Document, as applicable.
This Announcement has not been approved by any competent regulatory authority.
Zeus is nominated adviser, joint broker and co-lead manager to the Company,
authorised and regulated by the FCA in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the Fundraising
and will not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Fundraise and Admission or any
other matters referred to in this Announcement and Zeus will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Fundraise, Admission or any other matters referred to in this
Announcement.
Stifel, which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for the Company as joint broker and sole bookrunner for the
purposes of the Fundraising and is not acting for any other persons in
relation to it and accordingly will not be responsible to anyone else in
relation to the matters described in this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on Stifel by
the FSMA or the regulatory regime established under it, Stifel does not accept
any responsibility whatsoever for the contents, completeness or accuracy of
this Announcement, and no representation or warranty, express or implied, is
made by Stifel with respect to the accuracy or completeness of this
Announcement, or any part of it.
Cavendish is joint broker and co-lead manager to the Company, authorised and
regulated by the FCA in the United Kingdom and is acting exclusively for
the Company and no one else in connection with the Fundraise and will not
regard any other person (whether or not a recipient of this Announcement) as a
client in relation to the Fundraise and Admission or any other matters
referred to in this Announcement and Cavendish will not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Fundraise, Admission or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be
accepted by the Banks or by any of their respective affiliates or their
affiliates' agents, directors, officers and employees, respectively, as to, or
in relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor (whether in
tort, contract or otherwise) is expressly disclaimed.
No statement in this Announcement or in any previous announcement or in any
previous presentation issued by the Company was or is intended to be a profit
forecast or estimate, and no statement in this Announcement nor in any
previous announcement or in any previous presentation issued by the Company
should be interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed the
historical published earnings per share of the Company.
The price of the Common Shares and any income expected from them may go down
as well as up and investors may not get back the full amount invested upon
disposal of the Common Shares. Past performance is no guide to future
performance, and persons needing advice should consult an independent
financial adviser.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Banks or by any of their respective affiliates or agents as to
or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly
disclaimed.
APPENDIX I - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO
PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT ELIGIBLE PERSONS UNDER NATIONAL INSTRUMENT 45-106 -
PROSPECTUS EXEMPTIONS ("NI 45-106") AND/OR ONTARIO SECURITIES COMMISSION RULE
72-503 - DISTRIBUTIONS OUTSIDE CANADA ("OSC Rule 72-503"), INCLUDING PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA (THE "EEA") WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF
THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) (THE "EU PROSPECTUS
REGULATION") ("EU QUALIFIED INVESTORS"); (B) PERSONS IN THE UNITED KINGDOM,
WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF
PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO
TRADING REGULATIONS 2024 ("POATR"), AND WHO: (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER");
OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED
INVESTORS"); OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(EACH SUCH PERSON IN (A), (B) AND (C), A "RELEVANT PERSON").
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE IN MEMBER STATES OF THE EEA ONLY TO EU QUALIFIED INVESTORS AND, IN
THE UNITED KINGDOM, ONLY TO UK QUALIFIED INVESTORS, AND WILL BE ENGAGED IN
ONLY WITH EU QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA AND UK QUALIFIED
INVESTORS IN THE UNITED KINGDOM. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS
ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN MEMBER STATES OF
THE EEA WHO ARE NOT EU QUALIFIED INVESTORS OR BY PERSONS IN THE UNITED KINGDOM
WHO ARE NOT UK QUALIFIED INVESTORS.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, THE TSX-V, THE OTCQX MARKET OR AN AUTHORISED PERSON WITHIN THE
MEANING OF FSMA OR ANY SECURITIES COMMISSIONS OR REGULATORY AUTHORITY IN
CANADA, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED. RELIANCE ON THIS
ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE
AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER
ASSETS INVESTED.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY
SECURITIES IN SINTANA ENERGY INC (THE "COMPANY").
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST, PRIOR TO DOING SO, SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO AND WITHOUT REQUIRING THE FILING OF A
PROSPECTUS OR REGISTRATION STATEMENT OR DELIVERING AN OFFERING MEMORANDUM OR
SIMILAR DISCLOSURE DOCUMENT UNDER ALL APPLICABLE SECURITIES LAWS. EACH PLACEE
SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED
ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in or into the United States absent registration under the
securities act or pursuant to an available exemption from the registration
requirements of the Securities Act. Accordingly, the Placing Shares will be
offered and sold only (i) outside of the United States in "offshore
transactions" (as such term is defined in Regulation S under the Securities
Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance
with applicable laws; and (ii) in the United States to persons that are
reasonably believed to be "qualified institutional buyers" (as defined in rule
144a under the Securities Act) ("QIB") and that have executed and delivered to
the Company and the Banks a US investor representation letter substantially in
the form provided to it, in each case, pursuant to an exemption from
registration under the Securities Act.
There is an offering document related to the offering of the New Common Shares
dated as of 15 May 2026 as the same may be amended from time to time (the
"Offering Document") that can be accessed under the Company's profile at
www.sedarplus.ca, and that prospective investors should read this Offering
Document before making an investment decision.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING
MADE IN THE UNITED KINGDOM, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER RESTRICTED JURISDICTION (AS
DEFINED BELOW) OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Jurisdiction or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of any Restricted
Jurisdiction. The Placing Shares have not been qualified for distribution by a
prospectus in Canada and may not be offered or sold in Canada during the
course of their distribution except pursuant to a Canadian prospectus or
prospectus exemption, and no securities commission or similar regulatory
authority in Canada has reviewed or passed on the merits of the Placing
Shares, and in particular no governmental agency or authority, stock exchange
or other regulatory body or any other entity has made any finding or
determination as to the merit for investment of, nor have any such agencies,
authorities, exchanges, bodies or other entities made any recommendation or
endorsement with respect to, the Placing Shares. The Placing Shares have not
been, nor will they be registered under the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold, delivered,
or distributed, directly or indirectly, in or into or through a market in
Australia, Canada, Japan or the Republic of South Africa.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate independent advice before taking any
action.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Banks, any of their respective affiliates or any person acting
on their behalf as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any party or its advisers, and any liability therefore
is expressly disclaimed.
By participating in the Bookbuild and the Placing, each Placee by whom or on
whose behalf a commitment to acquire Placing Shares is given will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained herein.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to each of the Company and the Banks that:
a) if it is in the United Kingdom, it is: (i) a UK Qualified Investor; and (ii) an eligible person satisfying the requirements of a prospectus exemption under NI 45-106 or OSC Rule 72-503 (including, without limitation, it is, or is deemed to be, purchasing the Placing Shares as principal for its own account in accordance with Canadian Securities Laws, for investment only and not with a view to resale or redistribution);
b) if it is in an EEA country, it is: (i) an EU Qualified Investor; and (ii) an eligible person satisfying the requirements of a prospectus exemption under NI 45-106 or OSC Rule 72-503, and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business in compliance with all applicable securities laws, including all applicable resale and transfer restrictions;
c) it is acquiring the Placing Shares with investment intent and not with a view to distribution, and as principal for its own account or is acquiring the Placing Shares for a fully managed account with respect to which it exercises sole investment discretion without requiring a client's express consent to a transaction and has the authority to make and does make the representations, warranties, indemnities, agreements and acknowledgements, contained in these terms and conditions;
d) if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, that it understands the resale and transfer restrictions set out in this Appendix I and that any Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to EU Qualified Investors or in the United Kingdom to UK Qualified Investors, or in circumstances in which the prior consent of the Banks has been given to each such proposed offer or resale;
e) it understands (or if acting for a fully managed account of another person, such person has confirmed that such person understands) that the Placing Shares are subject to certain resale and transfer restrictions under applicable securities laws, including the resale and transfer restrictions set out in this Appendix I;
f) in the case of a person in Canada who acquires any Placing Shares pursuant to the Placing: (i) it is, or is deemed to be, purchasing the Placing Shares as principal for its own account in accordance with Canadian Securities Laws, for investment only and not with a view to resale or redistribution; and (ii) such person acknowledges that the Offering Document can be accessed under the Company's profile at
www.sedarplus.ca (http://www.sedarplus.ca)
and that prospective investors should read this Offering Document before making an investment decision; and
g) in the case of a person in Australia who acquires any Placing Shares pursuant to the Placing, it is: (i) a "sophisticated investor" within the meaning of section 708(8) of the Australian Corporations Act 2001 (Cth) ("Corporations Act"); or (ii) a "professional investor" within the meaning of section 708(11) of the Corporations Act; or (iii) a person to whom an offer of securities under Chapter 6D of the Corporations Act does not apply.
Unless otherwise stated, defined terms used in this Appendix I are set out in
Appendix II.
1) Details of the Placing Agreement and the Placing Shares
Stifel are acting as sole bookrunner, and Zeus are acting as joint broker and
co-lead manager, in connection with the Placing. Cavendish Capital Markets
Limited ("Cavendish") is acting as joint broker and co-lead manager in
connection with the Placing pursuant to the terms of a separate engagement
between the Company and Cavendish. Cavendish is not a party to the Placing
Agreement and has no obligations or liabilities thereunder.
The Banks have entered into the Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the Placing
Agreement, the Banks, as agents for and on behalf of the Company, have agreed
to use their respective reasonable endeavours to procure placees for the
Placing Shares. The Placing is not being underwritten by the Banks or any
other person.
The price per Placing Share at which the Placing Shares are to be placed is
CA$0.41 (the "Issue Price") (approximately 22.5 pence per share). The timing
of the closing of the book and allocations are at the discretion of the
Company and the Banks. Details of the total number of Placing Shares will be
announced by the Company in the announcement of the results of the Placing
(the "Placing Results Announcement"). While the Company has set out an
expected amount to be raised pursuant to the Fundraising, in the event that
the demand exceeds this such that the Company could raise an amount in excess
of the stated amount, the Company shall have the discretion, with the prior
agreement of the Banks, to increase the number of Placing Shares to be issued
pursuant to the Fundraising, subject to the receipt of all applicable
regulatory approvals.
The Placing Shares will be allotted and issued utilising the Company's
existing share issuance authorities.
The Placing Shares have been, or will be duly authorised and will, when issued
by the Company, subject to receipt by the Company in full of the consideration
for such Placing Shares, be credited as fully paid and non-assessable and will
be issued subject to the articles and by-laws of the Company and rank pari
passu in all respects with the Existing Common Shares, including the right to
receive all dividends and other distributions declared, made or paid on or in
respect of the Shares after the date of issue of the Placing Shares, and will
on issue be free of all pre-emption rights, claims, liens, charges,
encumbrances and equities other than applicable restrictions on transfer or
resale imposed by applicable securities laws, including the TSXV Rules and the
AIM Rules.
2) Application for listing and admission to trading
Applications will be made to the TSX-V and the London Stock Exchange for
admission of the New Common Shares to trading on the TSX-V and AIM. It is
expected that AIM Admission will occur at 8.00 a.m. (BST) on 27 May 2026 (or
such later time or date as the Banks may agree with the Company, being no
later than 8.00 a.m. (BST) on the Long Stop Date) and that dealings in the
Enlarged Share Capital will commence at that time.
3) Participation in, and principal terms of, the Placing
The Banks are arranging the Placing as agents of the Company.
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by any of the Banks without
requiring the filing of a prospectus or registration statement or delivering
an offering memorandum or similar disclosure document under all applicable
securities laws. Each of the Banks may itself agree to be a Placee in respect
of all or some of the Placing Shares or may nominate any member of its group
to do so.
The Bookbuild will establish the aggregate amount payable to the Banks, as
settlement agents for the Company, by all Placees whose orders are accepted.
The number of Placing Shares will be agreed by the Banks (in consultation with
the Company) following completion of the Bookbuild. The number of Placing
Shares to be issued (in aggregate) will be announced on a Regulatory
Information Service following the completion of the Bookbuild in the Placing
Results Announcement. While the Company has set out an expected amount to be
raised pursuant to the Fundraising, in the event that the demand exceeds this
such that the Company could raise an amount in excess of the stated amount,
the Company shall have the discretion, with the prior agreement of the Banks,
to increase the number of Placing Shares to be issued pursuant to the
Fundraising, subject to the receipt of all applicable regulatory approvals.
Prospective Placees are required to communicate their order orally by
telephone or in writing to the relevant Banks. Each order should state the
number of Placing Shares up to which the prospective Placee wishes to
subscribe for at the Issue Price. A request to participate in the Bookbuild is
made on the terms and subject to the conditions in this Appendix I and shall
constitute a legally binding offer from the Placee on behalf of which it is
made. Such offer will not be capable of variation or revocation after the time
at which it is submitted, except with the relevant Bank's consent. The Banks
reserve the right not to accept orders or to accept orders in part rather than
in whole without further consultation with the prospective Placees. The
acceptance of the orders shall be at the Banks' absolute discretion, subject
to agreement with the Company.
The Bookbuild is expected to close no later than 6.00 a.m. (BST) on 18 May
2026 but may be closed earlier or later at the discretion of the Banks (after
consultation with the Company). The Banks may, in agreement with the Company,
accept orders that are received after the Bookbuild has closed. The Company
reserves the right (upon the prior agreement of the Banks) to reduce or
increase the number of Shares to be issued pursuant to the Placing, in its
absolute discretion, subject to the receipt of all applicable regulatory
approvals.
Allocations of the Placing Shares will be determined by the Banks after
consultation with the Company (and in accordance with the relevant Bank's
allocation policy as has been supplied by each Bank to the Company in advance
of such consultation). Allocations will be confirmed orally by the relevant
Banks to the Placee, and a Form of Confirmation will be despatched as soon as
possible thereafter. The Bank's oral confirmation to such Placee shall trigger
the immediate, separate, irrevocable and binding obligation for such person
(who will at that point become a Placee) to subscribe for the number of
Placing Shares allocated to it and to pay or procure payment in cleared funds
an amount equal to the Issue Price in respect of each Placing Share that such
Placee has agreed to acquire on the terms and conditions set out in this
Appendix I and in accordance with the Company's articles and by-laws.
Each Placee's allocation and commitment will be evidenced by a Form of
Confirmation issued to such Placee. The terms of this Appendix I will be
deemed incorporated in that Form of Confirmation.
Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be subscribed for
or purchased pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
All obligations under the Bookbuild and the Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Right to terminate under the Placing
Agreement" prior to Admission.
By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
To the fullest extent permissible by law, none of the Banks, the Company nor
any of their respective affiliates, agents, directors, officers,
representatives or employees shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Banks, the Company, nor any of their
respective affiliates, agents, directors, officer's representatives or
employees shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of each Bank's conduct of
the Placing.
The Placing Shares will be issued subject to the terms and conditions of this
Announcement and each Placee's commitment to subscribe for Placing Shares on
the terms set out herein will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and Placees will
have no right to be consulted or require that their consent be obtained with
respect to the Company's or the Bank's conduct of the Placing.
All times and dates in this Announcement may be subject to amendment. The
Banks shall notify the Placees and any person acting on behalf of the Placees
of any changes.
Each potential Placee: (i) who is located or resident in Canada, is an
eligible purchaser satisfying the requirements of an available exemption under
either NI 45-106 or OSC Rule 72-503; (iii) who is located or resident in
Australia, must be a "sophisticated investor" within the meaning of section
708(8) of the Corporations Act, or a "professional investor" within the
meaning of section 708(11) of the Corporations Act, or a person to whom an
offer of securities under Chapter 6D of the Corporations Act does not apply;
or (iv) who is located in the United States must qualify as a QIB and
allocation of Placing Shares to it shall be conditional on its delivery of a
US investor representation letter in the form provided to it.
4) Conditions of the Placing
The Placing and Admission is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its terms. The
obligations of the Banks under the Placing Agreement in respect of the Placing
Shares are conditional on customary conditions, including (amongst others):
1. the Company having complied with its obligations which fall to
be performed on or prior to Admission under the Placing Agreement;
2. the Subscription Agreements having been duly executed by the
parties thereto and having become unconditional in all respects, save for any
conditions relating to Admission having occurred, and not having lapsed or
been breached, varied or terminated;
3. the Company allotting the Placing Shares and the Subscription
Shares, subject only to Admission;
4. receipt of TSXV Conditional Approval in respect of the Placing
Shares and the Subscription Shares prior to Admission;
5. none of the Banks having terminated the Placing Agreement; and
6. Admission occurring no later than 8.00 a.m. (BST) on 27 May 2026
(or such later time or date as the Banks may otherwise agree with the Company,
being no later than 8.00 a.m. (BST) on the Long Stop Date),
(the "Conditions").
The Banks may, jointly, at their discretion and upon such terms as they think
fit, waive compliance by the Company with the whole or any part of any of
their obligations in relation to the Conditions or extend the time or date
provided for fulfilment of any such Conditions in respect of all or any part
of the performance thereof, save in respect of any condition relating to the
allotment of the Placing Shares and the Subscription Shares, Admission, or
TSXV Conditional Approval. Any such extension or waiver will not affect
Placees' commitments as set out in this Appendix I.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
the Banks by the relevant time or date specified (or such later time or date
as the Banks may agree with the Company, being no later than the Long Stop
Date); or (ii) the Placing Agreement is terminated in the circumstances
specified below under "Right to terminate under the Placing Agreement" prior
to Admission, the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by it
or on its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
None of the Banks or the Company, or any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they may make as to the satisfaction of
any Condition or in respect of the Placing generally, and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of Banks.
5) Right to terminate under the Placing Agreement
Any of the Banks is entitled, at any time before Admission, to terminate the
Placing Agreement in accordance with its terms in certain circumstances,
including (amongst other things):
1. if any of the Conditions which has not been waived (if capable
of waiver), is not satisfied or becomes incapable, for any reason, of being
satisfied or in the good faith opinion of the Banks is unlikely to be
satisfied before Admission;
2. where the Company has, in the opinion of the Banks in their
absolute discretion, failed to comply in any material respect with any of its
obligations under the Placing Agreement or a breach of the Placing Agreement
shall have occurred;
3. where, in the opinion of the Banks in their absolute discretion,
any of the Warranties are not, or has ceased to be, true and accurate in any
material respect;
4. where, it has come to the notice of any of the Banks that any
statement contained in the Placing Documents has become untrue, incorrect or
misleading in any respect or that statements have been omitted from the
Placing Documents which, in any such case, in the opinion of the Banks in
their absolute discretion, is material;
5. where London Stock Exchange or TSX-V announces that any
securities of the Company will be delisted or suspended from quotation by AIM,
TSX-V or any other order, action or proceeding which ceases trades or
otherwise operates to prevent or restrict the trading of the Shares or any
other securities of the Company is made or threatened by a securities
regulatory authority (other than a temporary halt of stock in connection with
the bookbuild);
6. where a matter has arisen which has or might reasonably be
expected to give rise to a claim under any of the indemnities set out in the
Placing Agreement;
7. where there shall have occurred or come into effect any event or
omission which in the opinion of the Banks in their absolute discretion is
materially adverse in the context of Admission;
8. where a Subscription Agreement has been terminated or is
otherwise no longer in full force and effect; and/or
9. where there has occurred or is reasonably likely to occur any
adverse change which, in the opinion of the Banks, would be materially adverse
to the success of Admission or would render proceeding with Admission
impracticable or inadvisable.
Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees with the Company and the
Banks that: (i) the exercise by the Banks of any right of termination or of
any other discretion under the Placing Agreement shall be within the absolute
discretion of the Banks and that they need not make any reference to, or
consult with, Placees and that they (nor any of them) shall have no liability
to Placees whatsoever in connection with any such exercise or failure to so
exercise; and (ii) its rights and obligations terminate only in the
circumstances described above under "Right to terminate under the Placing
Agreement" and "Conditions of the Placing", and its participation will not be
capable of rescission or termination by it after oral confirmation by the
Banks of the allocation and commitments following the close of the Bookbuild.
6) Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: CA82938H1073)
following Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"), using the delivery versus
payment mechanism, subject to certain exceptions. The Banks reserve the right
to require settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that they may deem necessary if
delivery or settlement is not possible or practicable within the CREST system
or would not be consistent with the regulatory requirements in the Placee's
jurisdiction.
In order to enable Placees in the United Kingdom to settle their securities
through CREST, the Company has appointed Computershare Investor Services plc
to act as a depositary (the "Depositary") to hold the Shares and issue
dematerialised depositary interests representing the underlying Shares
("Depositary Interests"). The Depositary will hold the Shares on trust for the
relevant shareholders.
The Depositary Interests are independent English securities and held on a
register maintained by the Depositary. The Depositary Interests have the same
security code and ISIN number as the underlying Shares which they represent
and do not require a separate admission to AIM. Any references to Placing
Shares in this Announcement shall include any Depositary Interests issued in
relation to the same.
The Banks are acting as settlement banks. Following the close of the
Bookbuild, each Placee to be allocated Placing Shares in the Placing will be
sent a Form of Confirmation stating the number of Placing Shares allocated to
them at the Issue Price, the aggregate amount owed by such Placee to a Bank
and settlement instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions in respect of the
Placing Shares that it has in place with a Bank.
The Company will deliver (or will procure the delivery of) the Placing Shares
to CREST accounts operated by the Banks as agents for the Company and the
Banks will each enter its respective delivery instruction into the CREST
system. The input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant Placing Shares to that Placee against
payment. It is expected that settlement in respect of the Placing Shares will
take place at 8.00 a.m. (BST) on or about 27 May 2026.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the prevailing Sterling Overnight Index Average
(SONIA) as determined by the Banks.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Banks may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, from the
Bank's account and benefit, an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and will be
required to bear any stamp duty or stamp duty reserve tax or other taxes or
duties (together with any interest or penalties) imposed in any jurisdiction
which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Form of Confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing
Shares), neither the Banks or the Company shall be responsible for payment
thereof.
7) No Prospectus
No action has been taken in relation to the Fundraising to register, or to
otherwise permit a public offering of, any Shares under any applicable
securities laws. The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a way as to
require any prospectus or other offering document to be published other than
the Offering Document. Other than the Offering Document, no prospectus or
other offering document has been or will be submitted to be approved by the
FCA or submitted to the London Stock Exchange or TSX-V or any securities
commission or other regulatory body in Canada, the United Kingdom, Australia
or the United States of America in relation to the Placing or the Placing
Shares and Placees' commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based on the
information contained in this Announcement, the Offering Document and any
information publicly announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms set forth
in the Form of Confirmation sent to Placees by the Banks to confirm their
acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other information
(other than the Publicly Available Information), representation, warranty or
statement made by or on behalf of the Banks or the Company or any other person
and none of the Banks, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall have any
responsibility or liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or statement
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). Each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any information in
this Announcement or the Offering Document to be legal, tax or business
advice. Each Placee should consult its own legal adviser, tax adviser and
business adviser for legal, tax and business advice regarding an investment in
the Placing Shares. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
8) Representations, warranties, undertakings and acknowledgements
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be, for itself and for any such
prospective Placee, save where the Banks expressly agree in writing to the
contrary) with each of the Banks (in their capacity as Banks in respect of the
Placing) and the Company, in each case as a fundamental term of its
application for Placing Shares, the following:
1. it has read and understood this Announcement in its entirety
and its subscription for Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements, agreements
and undertakings and other information contained herein and it has not relied
on, and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares or otherwise other than the
information contained in the Placing Documents and the Publicly Available
Information;
2. the Shares are admitted to trading on AIM and the TSX-V and are
quoted on the OTCQX market in the United States of America and that the
Company is therefore required to publish certain business and financial
information in accordance with the AIM Rules and TSXV Rules which includes a
description of the Company's business and the Company's financial information,
including balance sheets and income statements, and that it is able to obtain
or has access to such information without undue difficulty, and is able to
obtain and has obtained access to such information or comparable information
concerning any other publicly traded companies, without undue difficulty;
3. it will be bound by the terms of the articles and by-laws of the
Company;
4. the person whom it specifies for registration as holder of the
Placing Shares will be: (a) itself; or (b) its nominee, as the case may be;
5. neither the Banks or the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar taxes or
duties imposed in any jurisdiction (including interest and penalties relating
thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of
such Placee agrees to indemnify the Banks and the Company on an after-tax
basis in respect of any Indemnified Taxes;
6. neither the Banks nor any of their respective affiliate's agents,
directors, officers, representatives or employees accept any responsibility
for any acts or omissions of the Company or any of the directors of the
Company or any other person in connection with the Placing;
7. time is of the essence as regards its obligations under this
Appendix I;
8. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to a Banks;
9. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any other
presentational or other material concerning the Placing (including electronic
copies thereof) to any person or entity in any Restricted Jurisdiction and
represents that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such documents to any person or entity in any
Restricted Jurisdiction;
10. it is a Relevant Person and therefore no prospectus or other
offering document (other than the Offering Document) is required under
applicable securities laws, including Canadian Securities Laws, Australian
securities laws, the EU Prospectus Regulation or POATR, nor will one be
prepared in connection with the Bookbuild, the Placing or the Placing Shares
and it has not received and will not receive a prospectus or other offering
document (other than the Offering Document) in connection with the Bookbuild,
the Placing or the Placing Shares and therefore certain protections, rights
and remedies provided in applicable securities laws, including statutory
rights of rescission or damages, may not be available to it;
11. neither this Announcement nor any other materials distributed by
the Company in relation to the Placing Shares, constitute an offer of
securities for sale or subscription or any solicitation for any offer to buy
or subscribe for any securities in any Restricted Jurisdiction;
12. in connection with the Placing, the Banks and any of their
respective affiliates acting as an investor for their own account may
subscribe for Placing Shares in the Company and in that capacity may retain,
purchase or sell for their own account such Placing Shares in the Company and
any securities of the Company or related investments and may offer or sell
such securities or other investments otherwise than in connection with the
Placing. Accordingly, references in this Announcement to the Placing Shares
being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Banks or any of its
affiliates acting in such capacity;
13. the Banks and their affiliates may enter into financing arrangements
and swaps with investors in connection with which the Banks and any of their
affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares;
14. the Banks do not intend to disclose the extent of any investment or
transactions referred to in paragraphs 12 and 13 above otherwise than in
accordance with any legal or regulatory obligation to do so;
15. the Banks do not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
16. its participation in the Placing is on the basis that:
a. it is not and will not be a client of the Banks or any of them in
connection with its participation in the Placing;
b. the Banks do not have duties or responsibilities to any Placee for
providing the protections afforded to their clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of their rights
and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
17. the content of the Placing Documents and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company (and such other persons specifically identified as accepting
responsibility to certain parts thereto) and to the extent permitted by
applicable laws and regulations, none of the Banks nor any of their
affiliates, agents, directors, officers or employees nor any person acting on
behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, the Placing Documents, the Publicly Available
Information or otherwise nor will they be liable for any Placee's decision to
participate in the Placing based on any information, representation, warranty
or statement contained in the Placing Documents, the Publicly Available
Information or otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;
18. the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for Placing Shares is
contained in the Placing Documents or any Publicly Available Information (save
that in the case of Publicly Available Information, a Placee's right to rely
on that information is limited to the right that such Placee would have as a
matter of law in the absence of this paragraph 18), such information being all
that such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares;
19. other than the Offering Document, it has neither received nor relied
on any other information given, or representations, warranties or statements,
express or implied, made, by the Banks nor the Company nor any of their
respective affiliates, agents, directors, officers, representatives or
employees acting on behalf of any of them (including in any management
presentation delivered in respect of the Bookbuild) with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of any information contained in the Placing Documents, or the
Publicly Available Information or otherwise;
20. neither the Banks nor the Company nor any of their respective
affiliates, agents, directors, officers, representatives or employees or any
person acting on behalf of any of them has provided, nor will provide, it with
any material or information regarding the Placing Shares or the Company or any
other person other than the information in the Placing Documents or the
Publicly Available Information; nor has it requested any of the Banks or the
Company or any of their respective affiliates or any person acting on behalf
of any of them to provide it with any such material or information;
21. neither the Banks nor the Company will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement, provided that nothing in this paragraph
excludes the liability of any person for fraudulent misrepresentation made by
that person;
22. it may not rely, and has not relied, on any investigation that the
Banks, or any of their respective affiliates or any person acting on their
behalf, may have conducted with respect to the Placing Shares, the terms of
the Placing or the Company, and none of such persons has made any
representation, express or implied, with respect to the Company, the Placing,
the Placing Shares or the accuracy, completeness or adequacy of the
information in the Placing Documents, the Publicly Available Information or
any other information;
23. in making any decision to subscribe for Placing Shares it:
a. has such knowledge and experience in financial and business matters to
be capable of evaluating the merits and risks of subscribing for the Placing
Shares;
b. will not look to any Bank for all or part of any such loss it may
suffer;
c. is experienced in investing in securities of this nature in this sector
and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
d. is able to sustain a complete loss of an investment in the Placing
Shares;
e. has no need for liquidity with respect to its investment in the Placing
Shares;
f. has made its own assessment and has satisfied itself concerning the
relevant tax, legal, currency and other economic considerations relevant to
its investment in the Placing Shares in consultation with its independent
advisors; and
g. has conducted its own due diligence, examination, investigation and
assessment of the Company and Group, the Placing Shares and the terms of the
Placing and has satisfied itself that the information resulting from such
investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
24. it is subscribing for the Placing Shares as principal for its own
account or for a fully managed account with respect to which it exercises sole
investment discretion without requiring a client's express consent to a
transaction and has the authority to make and does make the acknowledgements,
representations and agreements contained in this Appendix I;
25. it is acting as principal only in respect of the Placing or, if it
is acting for a fully managed account with respect to which it exercises sole
investment discretion without requiring a client's express consent to a
transaction, it:
a. is duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of each such
person; and
b. will remain liable to the Company and/or the Banks for the performance
of all its obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person);
26. it and any person acting on its behalf is entitled to subscribe for
the Placing Shares under the laws and regulations of all relevant
jurisdictions that apply to it and that it has fully observed such laws and
regulations, has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will honour such
obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Appendix I) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in the Banks or the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in connection with
the Placing;
27. where it is subscribing for Placing Shares for one or more fully
managed accounts with respect to which it exercises sole investment discretion
without requiring a client's express consent to a transaction, it is
authorised in writing by each such managed account to subscribe for the
Placing Shares for each such managed account;
28. it irrevocably appoints any duly authorised officer of the Banks as
its agent for the purpose of executing and delivering to the Company and/or
its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares for which it agrees to
subscribe for upon the terms of this Appendix I;
29. the Placing Shares have not been and will not be registered or
otherwise qualified and that a prospectus will not be cleared in respect of
any of the Placing Shares under the securities laws or legislation of the
Restricted Jurisdictions, or any state, province, territory or jurisdiction
thereof or elsewhere;
30. absent an available exemption, the Placing Shares may not be
offered, sold, delivered or distributed, directly or indirectly, in or into or
through a market in (subject to certain limited exceptions) the Restricted
Jurisdictions or any jurisdiction in which it would be unlawful to do so and
no action has been or will be taken by any of the Company or the Banks or any
person acting on behalf of the Company or the Banks that would, or is intended
to, permit a public offer of the Placing Shares in the Restricted
Jurisdictions or any country or jurisdiction, or any state, province,
territory or jurisdiction thereof, where any such action for that purpose is
required;
31. no action has been or will be taken by any of the Company or the
Banks or any person acting on behalf of the Company or the Banks that would,
or is intended to, permit a public offer of the Placing Shares in any country
or jurisdiction where any such action for that purpose is required;
32. unless otherwise specifically agreed with the Banks, it is not and
at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, located in or a resident of,
nor have an address in, Australia, Japan, the Republic of South Africa or any
province or territory of Canada;
33. it may be asked to disclose in writing or orally to a Banks and the
Company:
a. if he or she is an individual, his or her nationality and jurisdiction
of residence; or
b. if he or she is a discretionary fund manager, the jurisdiction in which
the funds are managed or owned;
34. it understands that any investment or investment activity to which
this Announcement relates is available only to, in the United Kingdom, UK
Qualified Investors, in any EEA member state, EU Qualified Investors, and to
other eligible participants in other applicable jurisdictions, and will be
engaged in only with such persons, and further understands that this
Announcement must not be acted on or relied on by persons who are not, in the
United Kingdom, UK Qualified Investors and, in any EEA member state, EU
Qualified Investors, or in other eligible jurisdictions;
35. it has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA except to EU Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;
36. if a financial intermediary, as that term is used in Article 5(1) of
the EU Prospectus Regulation, the Placing Shares subscribed for/purchased by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in a member state of the EEA which has implemented the EU Prospectus
Regulation other than EU Qualified Investors or persons in the United Kingdom
other than UK Qualified Investors, or in circumstances in which the prior
consent of the Banks has been given to each proposed offer or resale;
37. if in the United Kingdom, that it is a person: (i) who is a
'Qualified Investor', being a person falling within the meaning of paragraph
15 of Part 2 of Schedule 1 of POATR; and who: (a) has professional experience
in matters relating to investments who falls within the definition of
"investment professionals" in Article 19(5) of the Order; or (b) falls within
Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order; or (c) to whom it may otherwise lawfully be
communicated;
38. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that the Placing Documents have not and will not have
been approved by the Banks in their respective capacity as authorised persons
under section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a financial promotion
by an authorised person;
l
39. if in Australia, that it is a "sophisticated investor" within the
meaning of section 708(8) of the Corporations Act; or (ii) a "professional
investor" within the meaning of section 708(11) of the Corporations Act; or
(iii) a person to whom an offer of securities under Chapter 6D of the
Corporations Act does not apply;
40. it has complied and will comply with all applicable laws with
respect to anything done by it or on its behalf in relation to the Placing
Shares (including all applicable provisions in FSMA and UK MAR) in respect of
anything done in, from or otherwise involving, the United Kingdom;
41. if it is a pension fund or investment company, its subscription
for/purchase of Placing Shares is in full compliance with applicable laws and
regulations;
42. it has complied with its obligations under the Criminal Justice Act
1993 and Articles 8, 10 and 12 of UK MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
43. in order to ensure compliance with the Regulations, the Banks (for
themselves and as agents on behalf of the Company) or the Company's registrars
may, in their absolute discretion, require verification of its identity.
Pending the provision to the Banks or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the Placing
Shares may be retained at a Bank's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
a Bank's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identify a Bank (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to them, either a
Bank and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally debited;
44. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depositary receipts and clearance services) and that the Placing Shares are
not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance service;
45. it (and any person acting on its behalf) has the funds available to
pay for the Placing Shares for which it has agreed to subscribe and
acknowledges and agrees that it will make payment in respect of the Placing
Shares allocated to it in accordance with this Appendix I on the due time and
date set out herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as a Bank may in its sole discretion determine
and without liability to such Placee, who will remain liable for any amount by
which the net proceeds of such sale falls short of the product of the relevant
Issue Price and the number of Placing Shares allocated to it and will be
required to bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placee's Placing Shares;
46. any money held in an account with a Bank on behalf of the Placee
and/or any person acting on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections conferred
by the client money rules: as a consequence, this money will not be segregated
from a Bank's money in accordance with the client money rules and will be held
by it under a banking relationship and not as trustee;
47. its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to subscribe
for, and that the Bank or the Company may call upon it to subscribe for a
lower number of Placing Shares (if any), but in no event in aggregate more
than the aforementioned maximum;
48. none of the Banks nor any of their respective affiliates, nor any
person acting on behalf of them, is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in
connection with the Placing;
49. if it has received any 'inside information' (for the purposes of UK
MAR and section 56 of the Criminal Justice Act 1993) in relation to the
Company and its securities in advance of the Placing, it confirms that it has
received such information within the market soundings regime provided for in
article 11 of UK MAR and associated delegated regulations and it has not:
a. used that inside information to acquire or dispose of securities of the
Company or financial instruments related thereto or cancel or amend an order
concerning the Company's securities or any such financial instruments;
b. used that inside information to encourage, require, recommend or induce
another person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order concerning the
Company's securities or such financial instruments; or
c. disclosed such information to any person, prior to the information
being made publicly available;
50. the rights and remedies of the Company and the Banks under the terms
and conditions in this Appendix I are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others;
51. these terms and conditions of the Placing and any agreements entered
into by it pursuant to the terms and conditions of the Placing, and all
non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the laws of
England and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the English courts
as regards any claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or termination of
such contract or relating to any non- contractual or other obligation arising
out of or in connection with such contract), except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by either
the Company or the Banks in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
52. it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the Form of Confirmation, contract
note or other (oral or written) confirmation will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Bank's conduct;
53. it has been advised to consult, and has so consulted or elected not
to consult, its own independent advisers with respect to all applicable laws
in respect of the Placing Shares, including applicable securities laws and
resale and transfer restrictions, and it acknowledges and agrees that it is
solely responsible for complying with all such laws, including applicable
securities laws and resale and transfer restrictions;
54. the Company is relying on an exemption from the requirement to
provide the Placee with a prospectus under Canadian Securities Laws and, as a
consequence of acquiring the Placing Shares pursuant to such exemption: (i)
certain protections, rights and remedies provided by Canadian Securities Laws,
including statutory rights of rescission and certain statutory remedies
against an issuer, underwriters, auditors, directors and officers that are
available to investors who acquire securities offered by a prospectus, will
not be available to the Placee; (ii) the common law may not provide investors
with an adequate remedy in the event that they suffer investment losses in
connection with securities acquired in a private placement; (iii) the Placee
may not receive information that would otherwise be required to be given under
Canadian Securities Laws; and (iv) the Company is relieved from certain
obligations that would otherwise apply under Canadian Securities Laws;
55. that it acknowledges that the distribution of the Placing Shares in
Canada is being made on an exempt distribution basis and that any resale of
the Placing Shares in Canada must be made through an appropriately registered
dealer or in accordance with an available exemption from the dealer
registration requirements of Canadian Securities Laws, and in accordance with,
or pursuant to an exemption from, the prospectus requirements of such laws;
56. the Company is relying on an exemption from the requirement to
provide the Placee with a prospectus under applicable Australian securities
laws and, as a consequence of acquiring the Placing Shares pursuant to such
exemption: (i) certain protections, rights and remedies provided by applicable
Australian securities laws, including certain statutory remedies against an
issuer, underwriters and directors that are available to investors who acquire
securities offered by a prospectus, will not be available to the Placee; (ii)
the common law may not provide investors with an adequate remedy in the event
that they suffer investment losses in connection with securities acquired in a
private placement; (iii) the Placee may not receive information that would
otherwise be required to be given under applicable Australian securities laws;
and (iv) the Company is relieved from certain obligations that would otherwise
apply under applicable Australian securities laws;
57. that it acknowledges that the distribution of the Placing Shares in
Australia is being made on an exempt distribution basis and that any resale of
the Placing Shares in Australia will be restricted for the period of 12 months
after the date of issue by applicable Australian securities laws, and must be
in accordance with, or pursuant to an exemption from, the prospectus
requirements of such laws;
58. it understands that certain personal information may be collected by
the Company for the purposes of completing the Placing, which includes,
without limitation, determining its eligibility to purchase the Placing Shares
under Canadian Securities Laws and other applicable securities laws and
completing filings required by any securities commission or other regulatory
authority; that its personal information may be disclosed by the Company to:
(i) securities commissions or stock exchanges; (ii) the Canada Revenue Agency
or other taxing authorities, and (iii) any of the other parties involved in
the Placing, including legal counsel to the Company and the Banks and may be
included in record books in connection with the Placing; and that by
purchasing the Placing Shares, it will be deemed to have consented to the
foregoing collection, use and disclosure of its personal information and the
filing of copies or originals of any of its documents submitted hereunder as
may be required to be filed with any securities commission or stock exchange
in connection with the transactions contemplated hereby. If required by
Canadian Securities Laws (including any policies of the TSX-V), it will
execute, deliver and file or assist the Company in filing such reports,
undertakings and other documents relating to the purchase of the Placing
Shares as may be required;
59. it is acquiring the Placing Shares for investment purposes and is
not acquiring the Placing Shares with a view to, or for offer and sale in
connection with, any distribution thereof; and
60. it understands that certain information provided by it, including
its name, address, telephone number and email address, the number of Placing
Shares being purchased, the exemption being relied upon by it in purchasing
the Placing Shares and its registrant or insider status, if applicable, will
be disclosed to the applicable securities regulatory authorities, such
information is being collected by such securities regulatory authorities under
the authority granted to each of them under securities legislation and it will
be deemed to have authorised the indirect collection of such information by
such securities regulatory authorities. This information is being collected
for the purposes of the administration and enforcement of the securities
legislation of such jurisdictions. In the event the Placee has any questions
with respect to the indirect collection of such information by such securities
regulatory authorities and regulators, it should contact the applicable
securities regulatory authority or regulator using the contact information set
out below:
Alberta Securities Commission
Suite 600, 250 - 5th Street SW
Calgary, Alberta T2P 0R4
Telephone: 403-297-6454
Facsimile: 403-297-6156
Toll free in Canada: 1-877-355-0585
Public official contact regarding indirect collection of information: FOIP
Coordinator
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
Inquiries: 604-899-6854
Toll free in Canada: 1-800-373-6393
Facsimile: 604-899-6506
Email: FOI-privacy@bcsc.bc.ca
Public official contact regarding indirect collection of information: Privacy
Officer
Ontario Securities Commission
20 Queen Street West, 22nd Floor
Toronto, Ontario M5H 3S8
Telephone: 416-593-8314
Toll free in Canada: 1-877-785-1555
Facsimile: 416-593-8122
Email: exemptmarketfilings@osc.gov.on.ca
Public official contact regarding indirect collection of information:
Inquiries Officer
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
each of the Banks and are irrevocable. The Banks, the Company and their
respective affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings.
Each prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and the Banks to produce this Announcement,
pursuant to, in connection with, or as may be required by any applicable law
or regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, the Banks and their respective affiliates, agents, directors,
officers, representatives and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and expenses) arising
out of or in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix I or incurred by the
Banks, the Company or any of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placees' obligations
as set out in this Announcement, and further agrees that the provisions of
this Appendix I shall survive after completion of the Placing.
Where any Placee is acting in its capacity as a discretionary investment
manager on behalf of its underlying clients, then it is the discretionary
investment manager that is to be regarded as the Placee for the purpose of
this Announcement and not the underlying client. For the avoidance of doubt,
the representations and warranties given are to be taken as made on behalf of
the Placee itself and not their underlying client.
9) Taxation
The agreement to allot and issue certain of the Placing Shares by the Company
to Placees (and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their allotment
and issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question.
There should be no liability to UK stamp duty or SDRT arising on the allotment
of the Placing Shares by the Company. The registration of and the issue of
definitive share certificates to Shareholders should not give rise to any
liability to stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the
transfers/sale of Shares on AIM (including instruments transferring Shares
and agreements to transfer Shares).
Such agreement also assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the Placing
Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties
may be payable, for which neither the Company nor the Banks will be
responsible and the Placees shall indemnify the Company and the Banks on an
after-tax basis for any stamp duty or stamp duty reserve tax or other similar
taxes or duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or the Banks in respect of any such
arrangements or dealings. If this is the case, each Placee should seek its own
advice and notify the Banks s accordingly. Placees are advised to consult with
their own advisers regarding the tax aspects of the subscription for Placing
Shares.
The Company and the Banks are not liable to bear any taxes that arise on a
sale of Placing Shares subsequent to their acquisition by Placees, including
any taxes arising otherwise than under the laws of any country in the EEA.
Each prospective Placee should, therefore, take its own advice as to whether
any such tax liability arises and notify their Bank and the Company
accordingly. Furthermore, each Placee agrees to indemnify on an after-tax
basis and hold the Bank and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation to stamp
duty, stamp duty reserve tax and all other similar duties or taxes in any
jurisdiction to the extent that such interest, fines or penalties arise from
the unreasonable default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, and the TSX-V.
APPENDIX II
The following definitions apply to this Announcement as the context shall
admit:
"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence" are to the lawful currency of the UK
Admission AIM Admission and admission of the New Common Shares for trading on the TSX-V
(or one of them as the context may require)
AIM AIM, a market of that name operated by the London Stock Exchange
AIM Admission admission of the New Common Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules;
AIM Rules the "AIM Rules for Companies" published by the London Stock Exchange governing
admission to AIM and the regulation of companies whose securities are admitted
to trading on AIM (including any guidance notes), as each may be amended or
reissued from time to time;
AIM Rules for Nominated Advisers the "AIM Rules for Nominated Advisers" published by the London Stock Exchange
governing the eligibility and ongoing responsibilities of and certain
disciplinary matters in relation to Nominated Advisers, as amended or reissued
from time to time;
Announcement this announcement, including the appendices and the terms and conditions of
the Placing set out in Appendix I
Banks Stifel and Zeus and "Bank" means all or one of them as the context requires
Board the board of directors of the Company from time to time
Bookbuild the bookbuild process run by the Banks to determine demand for participation
in the Placing by potential Placees at the Issue Price
Business Day a day (other than a Saturday, Sunday or public holiday (in England)) on which:
(i) each of the London Stock Exchange and the TSX-V are open for business; and
(ii) clearing banks are generally open for a full range of banking
transactions in the City of London and the City of Toronto
Canadian Securities Laws all applicable Canadian securities laws and the respective rules and
regulations under such laws, together with published policy statements,
notices and orders of the securities commissions of any applicable
jurisdiction of Canada
Certificated or in Certificated form not in uncertificated form (that is, not in CREST)
Common Shares or Shares Common shares of no par value each in the capital of the Company
Company or Sintana Sintana Energy Inc. a company existing under the laws of Alberta, Canada with
business number 2015615707, whose registered office is at 3300, 421 7th Avenue
S. W. Calgary, Alberta, T2P4K9
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
Depositary Computershare Investor Services plc, a company incorporated in England and
Wales
Depositary Interests the dematerialised depositary interests representing the New Common Shares to
be admitted to trading on AIM and issued by the Depositary, which will hold
legal title to the underlying New Common Shares
Director Subscribers each of Robert Bose and Eytan Uliel
EEA European Economic Area
Enlarged Share Capital the Existing Common Shares, together with the Placing Shares and the
Subscription Shares, being the issued share capital of the Company immediately
following Admission
EU Prospectus Regulation Regulation (EU) 2017/1129
EU Qualified Investor qualified investors as defined in Article 2(e) of the EU Prospectus Regulation
EU Taxonomy Regulation Regulation (EU) 2020/852 of the European Parliament and of the Council of 18
June 2020 on the establishment of a framework to facilitate sustainable
investment, and amending Regulation (EU) 2019/2088
Euroclear Euroclear UK & International Limited
Existing Common Shares the 516,581,240 Shares which are issued and outstanding at the date of this
Announcement
FCA the Financial Conduct Authority of the United Kingdom
Form of Confirmation the form of confirmation to be dispatched to the Placees by a Bank or the
contract note made between a Bank and the Placees, in each case which
incorporate by reference the terms and conditions of the Placing contained in
this Announcement
FSMA the Financial Services and Markets Act 2000
Fundraising together the Placing and the Subscription
Group the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly)
Issue Price CA$0.41(approximately 22.5 pence per share)
London Stock Exchange London Stock Exchange plc
Long Stop Date 30 June 2026
New Common Shares the Placing Shares and the Subscription Shares
NI 45-106 National Instrument 45-106 - Prospectus Exemptions
Order the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
OSC Rule 72-503 Ontario Securities Commission Rule 72-503 - Distributions Outside Canada
OTCQX the stock exchange in the United States of America operated by OTC Markets
Group Inc., where the Existing Common Shares are quoted
Placees a person procured by or on behalf of a Bank who agrees to subscribe for
Placing Shares at the Issue Price
Placing the conditional placing by the Bank or on behalf of each Bank (or its
respective agents) as an agent of the Company of the Placing Shares at the
Issue Price, in accordance with the Placing Agreement
Placing Agreement the agreement entered into on 15 May 2026 between the Company and the Banks
relating to the Placing
Placing Documents this Announcement, the Offering Document and the Presentation, collectively
Placing Results Announcement the announcement of the results of the Bookbuild through a Regulatory
Information Service
Placing Shares the new Shares expected to be issued pursuant to the Placing
POATR the Public Offers and Admissions to Trading Regulations 2024
Presentation the presentation slides prepared by the Company and used by it in meetings
with institutional investors in connection with the Placing
PRM the FCA's Prospectus Rules: Admission to Trading on a Regulated Market
sourcebook
Publicly Available Information any information publicly announced through a Regulatory Information
Service by or on behalf of the Company on or prior to the date of this
Announcement
QIB a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act
Regulation S Regulation S promulgated under the Securities Act
Regulatory Information Service a regulatory information service that is approved by the FCA as meeting the
FCA's Primary Information Provider and that is on the list of Authorised
Regulatory Information Service Providers maintained by the FCA
Restricted Jurisdictions Australia, Canada, the Republic of South Africa, Japan or in any jurisdiction
in which such publication or distribution is unlawful or would require the
filing of a prospectus or registration statement or delivering an offering
memorandum or similar disclosure document under applicable securities laws
SDRT Stamp Duty Reserve Tax
Securities Act the US Securities Act of 1933, as amended
Shareholder a holder of Existing Common Shares
Shares the common shares of no par value in the capital of the Company
Stifel Stifel Nicolaus Europe Limited, a company incorporated in England and Wales
with company number 03719559, whose registered office is at 4th Floor, 150
Cheapside, London, England, EC2V 6ET, in its role as joint broker and sole
bookrunner for the Company in connection with the Fundraising
Subscribers subscriber for the Subscription Shares who is not a Director Subscriber
Subscription the subscription by the Director Subscribers and Subscribers for Subscription
Shares, in accordance with the Subscription Agreements
Subscription Agreements the subscription agreements entered into on or around the date of the
agreement relating to the Subscriptions
Subscription Shares the new Shares to be issued by the Company pursuant to the Subscription as
described in this Announcement
subsidiary or subsidiary undertaking have the meaning given to such term in the Companies Act 2006
TSX-V TSX Venture Exchange
TSXV Conditional Approval all necessary conditional approvals from the TSX-V in respect of the
completion of all of the transactions contemplated by the Placing Agreement,
which approvals shall include, without limitation, Conditional Acceptance
(within the meaning of Policy 4.1 of the TSXV Rules)
TSX Venture Exchange TSX Venture Exchange Inc
TSXV Rules the rules, regulations and policies of the TSX-V including the TSX Venture
Exchange Corporate Finance Manual
uncertificated or in uncertificated form in respect of a share or other security, where that share or other security is
recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which may be transferred by
means of CREST
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK MAR the Market Abuse Regulation (EU 596/2014) as implemented into English law
pursuant to the EU (Withdrawal) Act 2018 (as amended) and the regulations,
rules and guidelines promulgated thereunder
UK Qualified Investor persons falling within article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, as amended
Warranties the warranties given by the Company to the Banks in the Placing Agreement
Zeus Zeus Capital Limited, a company incorporated in England and Wales with company
number 04417845, whose registered office is at 82 King Street, Manchester,
England, M2 4WQ, in its role as joint broker and co-lead manager for the
Company in connection with the Fundraising
APPENDIX III- TECHNICAL GLOSSARY OF TERMS
1C / 2C / 3C low, best and high estimates of contingent resources respectively
3D three dimensional
Boe barrel of oil equivalent
P10 high case (probabilistic) estimate (there should be a 10 per cent. probability
of exceeding this estimate)
Pmean probability-weighted average
MMbbls million barrels
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