Sintana Finalizes Challenger Takeover, Forging Atlantic Margin Powerhouse

TORONTO, ON – December 12, 2025 – Sintana Energy Inc. (TSX-V: SEI) has secured the final legal and regulatory approvals for its acquisition of Challenger Energy Group PLC (AIM: CEG), a pivotal move that creates a consolidated exploration entity with a strategic focus on the highly prospective Southern Atlantic conjugate margin.

In an announcement today, Sintana confirmed it has received court sanction from the Isle of Man and final approval from the TSX Venture Exchange for the all-share transaction. The deal, structured as a scheme of arrangement, is now set to become effective on December 16, 2025. This clears the path for the creation of a larger, more diversified company with a commanding portfolio of exploration assets across both Namibia and Uruguay, two of the world's most watched emerging hydrocarbon regions.

Challenger shares are scheduled to be suspended from London's AIM market on December 16, with a full cancellation expected by December 17. In their place, former Challenger shareholders will receive new Sintana shares, which are expected to begin trading on the TSXV and, crucially, on AIM around December 23, 2025. This dual-listing strategy is a key component of the deal, designed to provide a seamless transition for Challenger's UK-based investor community.

Forging an Atlantic Exploration Leader

The strategic rationale behind the acquisition is clear: to build a leading independent exploration company focused on the geologic mirror images of the South Atlantic. By combining Sintana's extensive interests in Namibia’s Orange Basin with Challenger’s significant offshore acreage in Uruguay, the merged entity gains a diversified portfolio of high-impact, de-risked exploration opportunities.

Sintana already holds a significant position in Namibia, a country experiencing an exploration boom following major discoveries by supermajors like TotalEnergies, Shell, and Galp. Its portfolio provides exposure to this activity, often through carried interests where partners fund the capital-intensive drilling operations.

The acquisition of Challenger adds a complementary set of assets on the other side of the Atlantic. Challenger brings a 40% working interest in Uruguay’s AREA OFF-1 block, operated by Chevron, and a 100% operated interest in the adjacent AREA OFF-3 block. This makes the combined company a significant player in Uruguay's nascent offshore play and deepens its relationship with industry giants like Chevron, a partner Sintana also works with in Namibia. This aligns perfectly with Sintana’s established strategy of gaining what CEO Robert Bose has previously termed “asymmetric exposure to success” by partnering with majors who bear the brunt of exploration costs.

This consolidation creates a more resilient enterprise, better equipped to navigate the volatile exploration sector. The combined technical expertise and expanded portfolio are expected to attract greater investor interest and provide more pathways to unlock value through farm-outs, seismic campaigns, and eventual drilling.

The Financial Architecture of the Deal

Valued at approximately £44.72 million (Cdn$83.63 million) at the time of its initial announcement, the all-share transaction represented a substantial premium for Challenger’s investors. Under the terms, Challenger shareholders will receive 0.4705 Sintana common shares for each Challenger share they hold, resulting in them owning approximately 25% of the enlarged Sintana group.

The financial strength of the combined company is a cornerstone of the merger's appeal. With pro-forma cash resources expected to exceed $10 million and a debt-free balance sheet, the new Sintana is well-capitalized to advance its portfolio without immediate financing pressures. This enhanced financial capacity is critical in the world of offshore exploration, where operational costs for activities like 3D seismic surveys and deepwater drilling can be immense.

For Sintana, which like many junior explorers is a pre-revenue company, the acquisition bolsters its asset base and strengthens its investment proposition. The value for shareholders is not in current cash flow but in the vast discovery potential held within its licenses. By increasing its scale and diversifying its risk across two promising basins, the company enhances its ability to access capital markets for future projects and strengthens its negotiating position with potential farm-in partners.

Mastering a Complex Cross-Border Merger

The execution of the deal itself is a case study in navigating the complexities of modern, multi-jurisdictional M&A. The transaction was structured as a Court-sanctioned scheme of arrangement under Isle of Man law, a sophisticated legal mechanism often used in UK-centric takeovers. This required approvals from shareholders, the courts, and multiple stock exchanges.

The decision for Sintana, a Canadian-listed company, to pursue a dual listing on London's AIM market is a strategically vital element of the transaction. It provides continuity and liquidity for Challenger's substantial UK and European shareholder base, mitigating the disruption of Challenger's delisting. This move demonstrates a keen understanding of investor relations in cross-border mergers and broadens Sintana’s own access to European capital pools.

As the final administrative steps are completed, with Challenger's shares being suspended and new Sintana shares issued, the focus will pivot from corporate integration to operational execution. The market will now be watching for catalysts from the combined portfolio, including progress on the extensive seismic data acquisition programs planned for both the Namibian and Uruguayan blocks. The ultimate success of this merger will be measured not by the seamless execution of the deal, but by the drill bit, as the new entity works to convert its vast exploration potential into tangible discoveries.