Sintana Energy Inc. (TSXV:SEI) reached an agreement to acquire Challenger Energy Group PLC (AIM:CEG) from group of shareholders for £44.7 million on October 9, 2025. Under the terms of the Acquisition, Challenger Shareholders shall be entitled to receive for each Challenger Share: 0.4705 New Sintana Shares. Under the terms of the Acquisition, Challenger Shareholders will, in aggregate, receive approximately 126,732,056 New Sintana Shares. Immediately following completion of the Acquisition, it is expected that Challenger Shareholders will own approximately 25% of the issued share capital of the Combined Group (based on the existing issued common share capital of Sintana and the fully diluted ordinary share capital of Challenger as at October 8, 2025. The Acquisition represents an implied value of £0.1661 per Challenger Share (approximately CAD 0.31 per Challenger Share), valuing the entire issued and to be issued share capital of Challenger at approximately £44.72 million (approximately CAD 83.63 million) on a fully diluted basis. As noted above, Sintana has received irrevocable undertakings from each of the Independent Challenger Directors who hold Challenger Shares to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 18,077,719 Challenger Shares, representing approximately 7.25% stake and Sintana has also received in respect of a total of 67,189,951 Challenger Shares representing, in aggregate, approximately 26.95% of Challenger's existing issued ordinary share capital on the Latest Practicable Date. Therefore received irrevocable undertakings in respect of a total of 85,267,670 Challenger Shares representing, 34.20% stake. In connection with the Acquisition, Sintana also intends to seek admission of the Sintana Shares to trading on AIM in the fourth quarter of 2025 (the ?Admission?). Sintana will now commence the process of obtaining such admission, including the publication of an admission document. Obtaining the Admission is not a condition to the completion of the Acquisition. In connection with the Acquisition, Sintana has entered into a loan agreement with Charlestown, a shareholder in Sintana and Challenger, pursuant to which Charlestown has agreed to provide Sintana with a working capital facility of $4 million (£2.98308 million) from the closing of the Acquisition.

Upon completion of the Acquisition, it is intended that Eytan Uliel (the current Challenger Chief Executive Officer) will be appointed as President and executive director of Sintana, and Iain McKendrick (the current Challenger Non-Executive Chairman) will be appointed as a nonexecutive director of Sintana. It is also intended that upon closing, existing Sintana Executive Chairman, Keith Spickelmier, will transition to the role of Non-Executive Chairman; existing Sintana non-executive directors, Doug Manner and Knowledge Katti, will continue in their current roles; existing Sintana non-executive directors, Bruno Maruzzo and Dean Gendron, will resign from their positions; Robert Bose, existing Sintana Chief Executive Officer (and also currently a director of Challenger) will continue in his role with Sintana; Jonathan Gilmore, currently the Finance Director of Challenger, will assume the role of Chief Financial Officer of Sintana; David Cherry, currently the Chief Operating Officer of Sintana, will cease his employment with Sintana; and Doug Manner, currently President of Sintana, will cease his employment in that capacity but shall continue on as a non-executive director of Sintana.

The transaction is subject to the approval of the Scheme by a majority in number of the Scheme Shareholders present and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders present and voting; the resolutions required to approve and implement the Scheme being duly passed by Challenger Shareholders representing the requisite majority or majorities of votes cast at the General Meeting (or any adjournment thereof); the approval of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Challenger and Sintana) and the delivery of an office copy of the Court Order to the Companies Registry and registration of such Court Order by the Companies Registry; the receipt of conditional approval of the Acquisition by the TSXV; the receipt of conditional approval of Admission by the TSXV, if applicable; ANCAP having provided its written consent to the Acquisition under the terms of the ANCAP Licences in a form and subject to conditions (if any) that are reasonably satisfactory to ANCAP; an exempt transaction notice having been made and accepted (or otherwise not objected to) by Chevron under the terms of the Chevron JOA; and confirmation having been received by Challenger of the approval by the Minister responsible for petroleum in the Bahamas and the Exchange Control Department of the Central Bank of The Bahamas, if required pursuant to section 19 of the Petroleum Act and Petroleum Regulations of The Bahamas. The transaction is expected to close by the end of the fourth quarter of 2025. The deal has been unanimously approved by the Challenger Energy's board. As of October 21, 2025, the Board of Challenger filed a Claim Form in the High Court of Justice of the Isle of Man, Civil Division, Chancery Procedure to convene on November 26, 2025. As of November 3, 2025, A Scheme Document in relation to a Scheme of Arrangement which details the elements and substance of the acquisition was published and sent to Challenger shareholders. As of November 26, 2025, the transaction has received court approval and Challenger Energy Group shareholders approval. The scheme will become effective on December 11, 2025. As of December 09, 2025 The scheme will become effective on December 16, 2025.

Sigurd-Erik Nissen-Meyer and Bjørn Herbern Sestøl of Pareto Securities AS and Neil McDonald and Henrik Persson of Cavendish Capital Markets Limited acted as financial advisors, Zeus Capital Limited is acting as nominated advisor, Pinsent Masons LLP and Fogler, Rubinoff LLP acted as legal advisors for Sintana Energy Inc. James Joyce and James Bavister of Zeus Capital Limited and Jon Fitzpatrick, Paul Weidman and Luke Kanczes of Gneiss Energy Limited acted as financial advisors, MUFG Corporate Markets Limited acted as registrar, SW Legal Limited and Clyde & Co LLP acted as legal advisors for Challenger Energy Group PLC. Sintana expects to incur £850,000 for financial and corporate broking advice, £875,000 for legal advice, and £20,000 for other costs and expenses. Challenger anticipates incurring £500,000 for financial and corporate broking advice, £484,000 for legal advice, £25,000 for public relations, and £130,000 for other costs and expenses.

Sintana Energy Inc. (TSXV:SEI) completed the acquisition of Challenger Energy Group PLC (AIM:CEG) from group of shareholders on December 16, 2025. The admission to trading of Challenger Shares on AIM will be cancelled on December 17, 2025. As part of the acquisition, Sintana will apply for the admission of Sintana Shares (including the New Sintana Shares) to trading on AIM as soon as practicable after the effective date. It is expected that admission will become effective, and dealings for normal settlement in the Sintana Shares (including the New Sintana Shares) on AIM will commence on or around December 23, 2025.