Horizon Petroleum Ltd. press release
Sintana Energy Inc. Provides Update on Conditions and Timetable
TSXV - TSX Venture Exchange · Natural Gas · Oil · Canada
TORONTO, Dec. 09, 2025 (GLOBE NEWSWIRE) -- Sintana Energy Inc. (TSX-V: SEI, OTCQX: SEUSF) (“ Sintana ” or the “ Company ”) announces that on October 9 2025, the board of Sintana (TSXV: SEI) and the Independent Challenger Directors announced they had reached agreement on the terms of a recommended acquisition by Sintana for the entire issued and to be issued ordinary share capital of Challenger (the " Acquisition "), to be implemented by way of a Court-sanctioned scheme of arrangement under Part IV (section 152) of the Isle of Man Companies Act 1931 as amended from time to time (the “ Scheme ”).
The circular in relation to the Scheme (the “ Scheme Document ”) was sent to Challenger Shareholders on 3 November 2025. Terms used but not otherwise defined in this announcement shall have the meanings given to them in the Scheme Document.
On 26 November 2025, Challenger announced that the Scheme had been approved by the requisite majority of Scheme Shareholders at the Court Meeting held on that date and that the Special Resolution relating to the implementation of the Scheme had been approved by the requisite majority of Challenger Shareholders at the General Meeting also held on that date.
The Acquisition is subject to the conditions set out in Part 3 of the Scheme Document.
ANCAP has now provided its written consent to the Acquisition under the terms of the ANCAP Licences (the “ ANCAP Condition ”). Sintana has therefore confirmed that the ANCAP Condition has now been satisfied. Further, an exempt transaction notice was made by Challenger and not objected to by Chevron under the terms of the Chevron JOA.
Completion of the Acquisition remains subject to receipt by Sintana of the final approval of the Acquisition by the TSXV (the “ TSXV Condition ”), which is expected in the near term.
Next steps and updated timetable
The Scheme remains subject to certain other conditions, including sanction by the Court at the Court Sanction Hearing, which was scheduled for earlier today, 9 December 2025, and the delivery of a copy of the Court Order to the Companies Registry.
The ANCAP Condition was satisfied after the originally scheduled Court Sanction Hearing. Given the short delay in receiving the approvals to satisfy the ANCAP Condition (which have subsequently been received and the ANCAP Condition thus met) and the TSXV Condition, the further hearing of the Claim was adjourned and the Court Sanction Hearing has been rescheduled for 12 December 2025.
Subject to the Scheme receiving the sanction of the Court, the delivery of a copy of the Court Order to the Companies Registry and the satisfaction or (if capable of waiver) waiver of the other Conditions set out in Part 3 of the Scheme Document, the Scheme is expected to become effective on 16 December 2025.
The Appendix to this announcement contains an updated expected timetable of principal events in relation to the Scheme. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Challenger Shareholders by an announcement through a Regulatory Information Service, with such announcement also being made available on Challenger's website at https://www.cegplc.com/documents-disclaimer/ .
Proposed issue of Severance Shares by Sintana
In connection with the Acquisition and following the Scheme becoming effective, Sintana proposes to issue an aggregate of 4,262,962 common shares in the capital of Sintana (the " Severance Shares ") at a deemed issue price of CDN$0.52 per share to the below directors and officers (the " Recipients ") of Sintana and Challenger in lieu of the CDN$2,216,740 owing to such individuals as part of their loss of office or directorship in connection with the Acquisition.
| Name | Severance Amount (CDN$) | Common Shares | | Keith Spickelmier | 280,600 | 539,615 | | Doug Manner | 322,690 | 620,558 | | David Cherry | 322,690 | 620,558 | | Dean Gendron | 140,300 | 269,808 | | Bruno Maruzzo | 140,300 | 269,808 | | Simon Potter | 98,210 | 188,865 | | Stephen Bizzell | 98,210 | 188,865 | | Eytan Uliel | 813,740 | 1,564,885 |
The Severance Shares will be issued outside of Sintana's equity incentive plan as a one-time inducement and/or severance payment paid in accordance with the terms of Section 6.4 of TSXV Policy 4.4. – Security Based Compensation and the issuance remains subject to the final approval of the TSXV. The Severance Shares will be subject to a hold period of four months and one day from the date of issuance pursuant to the policies of the TSXV and securities laws.
Each Recipient other than Messrs Potter, Bizzell and Uliel is a "non-arm's length party" of Sintana pursuant to the policies of the TSXV, and is a "related party" of Sintana within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "), as a result of which the issuance of the Severance Shares constitutes a "related party transaction" (as defined in MI 61-101) (the " Related Party Transaction "). The Company is exempt from the formal valuation and minority approval requirements of the Related Party Transaction pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101.
On behalf of Sintana Energy Inc.,
Robert Bose
Chief Executive Officer
Enquiries:
| Sintana | | | Robert Bose, Chief Executive Officer
Jonathan Paterson, IR | +1 212 201 4125
+1 475 477 9401 | | Challenger
Eytan Uliel, Chief Executive Officer
Gneiss Energy Limited (Financial Adviser and Rule 3 Adviser to Challenger) | +44 1624 647 882 | | Jon Fitzpatrick, Paul Weidman and Luke Kanczes | +44 20 3983 9263 | | Zeus Capital Limited (Nominated Adviser and Broker to Challenger) | | | James Joyce and James Bavister | +44 20 3829 5000 | | | | | | | | Cavendish Capital Markets Limited (Financial Adviser to Sintana) | | | Neil McDonald and Henrik Persson | +44 20 3493 8000 | | Pareto Securities (Financial Adviser to Sintana) | | | Sigurd-Erik Nissen-Meyer and Bjørn Herbern Sestøl | +47 920 47 303 |
In connection with the Acquisition, Clyde & Co LLP is acting as UK legal adviser to Challenger and SW Legal Limited is acting as Isle of Man legal adviser to Challenger. Pinsent Masons LLP is acting as UK legal adviser to Sintana and Fogler Rubinoff LLP is acting as Canadian legal adviser to Sintana.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following times and dates associated with the Scheme are indicative only and subject to change, the precise timings will depend, among other things, on the date upon which regulatory (and other) Conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on which the Court sanctions the Scheme. Challenger will give notice of the change(s) through Challenger’s website _https://www.cegplc.com/documents-disclaimer/ _and by issuing an announcement through a Regulatory Information Service. The timetable is also dependent on the date on which the Court Order sanctioning the Scheme is delivered to the Companies Registry.
| Event | _Time/date _(1) | | Court Sanction Hearing | 10:00 a.m. on 12 December 2025 | | Last day of dealings in, and for the registration of transfers of, and disablement in CREST of, Challenger Shares | 15 December 2025 | | Scheme Record Time | 6:00 p.m. on 15 December 2025 | | Suspension of admission to trading of, and dealings in, Challenger Shares on AIM | by 7:30 a.m. on 16 December 2025 | | Effective Date of the Scheme (2) | 16 December 2025 | | Cancellation of Challenger Shares from AIM | by no later than 8:00 a.m. on 17 December 2025 | | Admission and commencement of dealings in New Sintana Shares on TSXV and, if Dual Listing has occurred, AIM (3) | by 8:00 a.m. on 30 December 2025 (4) | | Settlement of the New Sintana Shares due to Challenger Shareholders under the Scheme | within 14 days of the Effective Date | | Despatch of DRS confirmations or share certificates, as applicable, for New Sintana Shares | within 14 days of the Effective Date | | Long Stop Date | 30 June 2026 (5) |
(1) The dates and times given are indicative only and are based on current expectations and are subject to change. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Challenger Shareholders through Challenger’s website _https://www.cegplc.com/documents-disclaimer/ _and by announcement through a Regulatory Information Service.
(2) The Scheme shall become Effective as soon as an office copy of the Court Order has been delivered to the Companies Registry.
(3) Subject to the approval of the London Stock Exchange.
(4) In the case of Admission to TSXV, by 8.00 a.m. Toronto time.
(5) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as Sintana and Challenger may agree and the Panel and (if required) the Court may allow.
Important notices
_Gneiss Energy Limited (“ __Gneiss __”), which is authorised and regulated by the FCA (FRN: 963725) in the United Kingdom, is acting as financial adviser exclusively for Challenger and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Challenger for providing the protections afforded to clients of Gneiss, nor for providing advice in relation to any matter referred to herein. _
_Zeus Capital Limited (" __Zeus __"), which is authorised and regulated by the FCA (FRN: 224621 ) in the United Kingdom, is acting exclusively as nominated adviser for Challenger and as nominated adviser for Sintana on its Dual Listing and no one else in connection with the Acquisition and matters referred to in this announcement and will not be responsible to anyone other than Challenger and Sintana for providing the protections afforded to clients of Zeus, or for providing advice in relation to the Acquisition and matters referred to in this announcement. Neither Zeus nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Zeus in connection with the matters referred to in this announcement, any statement contained herein or otherwise. _
_Cavendish Capital Markets Limited (“ __Cavendish __”), which is authorised and regulated by the FCA (FRN: 467766) in the United Kingdom, is acting as joint financial adviser exclusively for Sintana and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Sintana for providing the protections afforded to clients of Cavendish, nor for providing advice in relation to any matter referred to herein. _
_Pareto Securities AS (" __Pareto __"), which is a Norwegian investment firm supervised by the Norwegian Financial Supervisory Authority (Finanstilsynet) is acting as joint financial adviser exclusively for Sintana and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible for anyone other than Sintana for providing the protections afforded to clients of Pareto, nor for providing advice in relation to any matter referred to herein. _
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful.
MAR
This announcement contains inside information as defined in the Market Abuse Regulation. Upon the publication of this announcement via a Regulatory Information Service, such inside information will be considered to be in the public domain. The person responsible for making this announcement on behalf of Challenger is Eytan Uliel, Chief Executive Officer.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or the Isle of Man, and the availability of the Acquisition to Challenger Shareholders who are not resident in the United Kingdom or the Isle of Man, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. In particular, the ability of persons who are not resident in the United Kingdom or the Isle of Man to vote their Challenger Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with any such restrictions may constitute a violation of securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Sintana or required by the Takeover Code, and permitted by applicable law and regulation, New Sintana Shares to be issued pursuant to the Acquisition to Challenger Shareholders will not be made available, directly or indirectly, in or into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent (in whole or in part) in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must observe these restrictions and not mail or otherwise distribute or send them (in whole or in part) in, into or from such Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any means, instrumentality or facilities or from within any Restricted Jurisdiction.
The availability of New Sintana Shares pursuant to the Acquisition to Challenger Shareholders who are not resident in the United Kingdom or the Isle of Man or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Challenger Shareholders who are in doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
The Acquisition and the Scheme is subject to Isle of Man law and the jurisdiction of the Court, the applicable requirements of the Takeover Code, the AIM Rules, the Panel, the London Stock Exchange, the TSXV, the FCA, and the Companies Registry.
Additional information for US investors
US holders of Challenger Shares should note that the Acquisition relates to the shares of an Isle of Man company with an admission to trading on AIM and is being made by means of a scheme of arrangement provided for under Isle of Man company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.