TORONTO, ON — January 9, 2026 — Leads & Copy — Sintana Energy Inc. (TSX-V:SEI)(AIM:SEI)(OTCQX:SEUSF) is providing details regarding Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) in connection with the company’s completed acquisition of Challenger Energy Group plc (“Challenger”). The information is provided at the request of the TSX Venture Exchange.
The acquisition was completed by way of a scheme of arrangement that became effective on December 16, 2025 (the “Transaction”).
The Transaction was an Arm’s Length Transaction (as defined in the TSXV Policy Manual), except that Sintana’s CEO, Robert Bose, (i) acted as a director of Challenger and a director and officer of Sintana, and (ii) was a direct and indirect shareholder of each of Challenger and Sintana, holding less than 10% of the issued and outstanding shares of each entity prior to closing.
Because Challenger was not a “related party” of Sintana within the meaning of MI 61-101, the transaction was exempt from shareholder approval and valuation requirements.
Mr. Bose was a “related party” of Sintana within the meaning of MI 61-101, the exchange of ordinary shares in the capital of Challenger (the “Challenger Shares”) held by Mr. Bose for common shares in the capital of Sintana (the “Common Shares”) pursuant to the terms of the Transaction was exempt from the valuation and minority shareholder approval requirements of MI 61-101, on the basis that the value thereof, insofar as it involved interested persons, did not exceed 25% of Sintana’s market capitalization, pursuant to Sections 5.5(a) and 5.7(1)(a) of MI 61-101.
The Transaction was also not a “business combination” as defined in MI 61-101, as it was not, in respect of Sintana, an amalgamation, arrangement, consolidation, or amendment to the terms of a class of equity securities or any other transaction as a consequence of which the interest of a holder of an equity security of Sintana may be terminated without the holder’s consent, regardless of whether the equity security is replaced with another security.
Immediately prior to completion of the Transaction, Mr. Bose beneficially owned 23,205,412 pre-Transaction common shares in Sintana, representing approximately 6.1% of the issued and outstanding pre-Transaction common shares of Sintana on an undiluted basis (and 28,155,412 pre-Transaction common shares (6.9%) on a fully diluted basis), as well as 12,580,000 Challenger Shares, representing approximately 4.7% of the pre-Transaction issued and outstanding Challenger Shares on an undiluted and fully diluted basis.
Following completion of the Transaction, Mr. Bose beneficially owns 27,578,415 Common Shares, representing approximately 5.4% of the issued and outstanding Common Shares on an undiluted basis (and 32,528,415 Common Shares, representing approximately 6.1% of the 531,206,240 issued and outstanding Common Shares on a fully diluted basis).
The transaction was approved by the board of directors at a meeting held on October 5, 2025, where Mr. Bose declared his interest in the Transaction and abstained from voting. The board of directors of Sintana also formed a special committee comprised entirely of non-interested directors (the “Special Committee”) to review and make recommendations with respect to the Transaction.
The Special Committee commissioned, received, and reviewed a third-party valuation and fairness opinion and unanimously recommended approval of the Transaction. The Transaction is exempt from the formal valuation and minority shareholder approval requirements of applicable securities laws as at the time it was agreed to.
A material change report was filed in connection with Mr. Bose’s exchange of Challenger Shares for Common Shares less than 21 days in advance of closing of the Transaction, as the exact number of shares to be exchanged was not known during this time.
Sintana Energy Inc. is focused on the acquisition, exploration, potential development, and monetization of a diversified portfolio of interests in high-impact assets with significant hydrocarbon resource potential in emerging “frontier” geographies. This includes interests in eight licenses in two countries, Namibia and Uruguay, as well as a pending indirect interest in a license in Angola and legacy assets in Colombia and The Bahamas.
Contact:
Robert Bose
Chief Executive Officer
Jonathan Paterson
Founder & Managing Partner
212-201-4125
Harbor Access
475-477-9401
Source: Sintana Energy Inc.
