TORONTO, Nov. 26, 2025 (GLOBE NEWSWIRE) — On October 9, 2025, the board of directors of Sintana and the independent directors of Challenger announced that they have reached an agreement on the terms of Sintana's recommended acquisition of all of the issued and to be issued common share capital of Challenger (“Acquisition“), which will be implemented by means of a court approved structure of organization in accordance with Part IV (section 152) of the Isle of Man Companies Act 1931, as amended from time to time (“Scheme“).
Terms used but not otherwise defined in this announcement have the meanings given to them in the Outline Document (defined below). All time references in this advertisement are to London, UK time unless otherwise stated.
Results of the court hearing and general meeting
The independent directors of the bidders are pleased to announce that at the hearing and general meeting held earlier today in connection with the Acquisition:
- the required majority of the Scheme Shareholders voted in person or by proxy to approve the Scheme, constituting at least 75 per cent of the number of Scheme Shareholders present and voting in person or by proxy. at the value of the Scheme Shares voted by such holders at the court meeting held on 26 November 2025; And
- the required majority of Challenger shareholders voted in person or by proxy to approve the Special Resolution for the implementation of the Scheme, including amendments to the Articles, at a General Meeting held on 26 November 2025.
Details of the resolutions adopted are set out in the notices of hearing and general meeting contained in the circular in respect of the Scheme sent to shareholders of the applicants on 3 November 2025 (“Document outline“), which is available on the Sintana and Challenger websites (subject to any restrictions applicable to persons residing in a limited jurisdiction) at: https://sintanaenergy.com/investor/business-combination-disclosure/ And https://www.cegplc.com/documents-disclaimer/.
Voting results of the court session
The table below shows the results of the survey at the court hearing. Each Scheme Shareholder present, in person or by proxy, was entitled to one vote for each Scheme Share held at the time the vote was recorded.
| Results of the trial | Scheme No. Shares voted |
% scheme Shares voted(1) |
Scheme No. Shareholders who voted |
% scheme Shareholders who voted(1) |
Scheme No. Shares voted in % of issued share capital(1) |
| For | 113 276 238 | 98.04% | 126 | 87.50% | 45.44% |
| Against | 2 264 198 | 1.96% | 18 | 12.50% | 0.91% |
| General | 115 540 436 | 100.00% | 144 | 100.00% | 46.34% |
(1) Rounded to two decimal places.
Voting results of the General Meeting
The table below shows the results of the poll voting held at the General Meeting. Each shareholder of the bidder present, in person or through a representative, was entitled to one vote for each share of the bidder held at the time the vote was recorded.
| For(2) | Against | General(3) | Held(3) | |||
| Special Resolution | Number of votes | % of votes(1) | Number of votes | % of votes(1) | Number of votes | Number of votes |
| For the purposes of the Scheme: (a) the directors of the Company are authorized to take all such actions as they may consider necessary or appropriate for the implementation of the Scheme; (b) the Company's articles of association are amended. | 113 086 530 | 97.60% | 2780284 | 2.40% | 115 866 814 | 114,686 |
(1) Rounded to two decimal places.
(2) Includes discretionary votes.
(3) A disallowed vote is not a vote of law and is not taken into account when calculating the percentage of votes for or against a special resolution.
The total number of Challenger shares in issue at the time the vote was recorded was 249,312,660. Challenger holds no shares of common stock in the treasury. Accordingly, the total number of voting rights in Challenger at the time the vote was recorded was 249,312,660.
Updated terms and conditions
The result of the hearing and general meetings means that Conditions 2.1 and 2.2 set out in Part A of Part 3 of the Scheme Document have been satisfied.
Completion of the Acquisition remains subject to the sanction of the Court at the Sanctions Hearing and satisfaction or (if waiver is possible) waiver of the other Conditions set out in Part 3 of the Scheme Document.
Subject to the satisfaction or (subject to waiver) waiver of the remaining Conditions, Challenger and Sintana expect the Scheme to commence on 11 December 2025. The Scheme Document contains the expected timetable of key events associated with the Scheme, which is also set out in the Appendix to this announcement. If any of the dates and/or times on this expected schedule change, Challenger shareholders will be notified of the revised dates and/or times by announcement through the Regulatory Information Service, which announcement will also be available on Challenger's website at: https://www.cegplc.com/documents-disclaimer/.
Listing of new Sintana shares and withdrawal of Challenger shares from AIM
An application will be made to the TSXV for admission of the new Sintana shares. The Admission is expected to become effective and normal settlement transactions in the New Sintana Shares will commence on or shortly thereafter at 8:00 a.m. (Toronto time) on the Business Day following the Effective Date.
Before the Scheme comes into force, Challenger will apply to the London Stock Exchange to withdraw the admission of the Challenger Shares to AIM with effect on or shortly after the Effective Date. The last day of trading of Challenger shares on AIM is expected to be 10 December 2025, the business day immediately preceding the Effective Date, and no transfers will be recorded after 18:00 on that date. By 8:00 a.m. on December 12, 2025, the share certificates in respect of the Challenger Shares will cease to be valid and the rights to the Challenger Shares held in CREST will be cancelled.
It is also proposed that, after the Effective Date and following the delisting of its shares, Challenger will be re-registered as a private limited company.
Login to Shintana AIM
As part of the Acquisition, Sintana intends to seek admission of the Sintana Shares (including the New Sintana Shares) to trading on AIM as soon as practicable after the Effective Date. Obtaining a dual listing is not a condition of participation in the Scheme.
The person responsible for the announcement on behalf of Challenger is Eitan Uliel, CEO.
ABOUT SINTAN ENERGY:
The company is engaged in the exploration and development of oil and natural gas in five large, highly prospective onshore and offshore oil and gas fields in Namibia and the Magdalena River Basin in Colombia. Sintana's exploration strategy is to acquire, explore, develop and produce assets of the highest quality with significant value-add potential.
On behalf of Sintana Energy Inc.,
“Robert Bose”
Director of the company
For more information or to subscribe to receive periodic updates about Sintana's projects and corporate activities, visit the company's website at: www.sintanaenergy.com
| Corporate contacts: | Communications and Investor Relations Advisor: |
| Robert Bose | Jonathan Paterson |
| Director of the company | Founder and Managing Partner |
| 212-201-4125 | Harbor access |
| 475-477-9401 | |
Forward-Looking Statements
Certain information in this press release constitutes forward-looking statements. Forward-looking statements consist of statements that are not purely historical, including statements regarding beliefs, plans, expectations or intentions for the future, and include, but are not limited to, statements regarding the forward-looking nature of the Company's property interests. Such statements are subject to risks and uncertainties that could cause actual results, performance or developments to differ materially from those contained in the statements, including, without limitation, risks associated with the receipt of all applicable regulatory approvals, the results of exploration activities, the ability to find joint venture partners and exploration financing, permits and governmental approvals, and other risks identified from time to time in the Company's public disclosure documents. Readers are cautioned that the assumptions used in the preparation of such information, although believed to be reasonable at the time of preparation, may prove to be imprecise and therefore undue reliance should not be placed on forward-looking statements. The Company undertakes no obligation to update such information except as required by law.
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.
