RECOMMENDED ALL-SHARE COMBINATION

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SDX Energy plc (SDX)

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Name	Number of SDX Shares committed	Percentage of entire existing issued share capital of SDX
Michael Doyle	2,169,669	1.06%
David Mitchell	1,809,450	0.88%
Mark Reid	692,897	0.34%
Tim Linacre	160,000	0.08%
Catherine Stalker	111,359	0.05%
Nick Box Total	97,261 5,040,636	0.04% 2.45%

Name	Number of Tenaz Shares committed	Percentage of entire existing issued share capital of Tenaz
Anthony Marino	920,000	3.23%
Michael Kaluza	222,300	0.78%
Bradley Bennett	178,000	0.63%
David Burghardt	322,592	1.13%
Jon Balkwill	119,000	0.42%
Jen Russel-Houston	111,200	0.39%
Marty Proctor	111,200	0.39%
Travis Stephenson	106,333	0.37%
Anna Alderson	19,500	0.07%
John Chambers	167,450	0.59%
Mark Rollins Total	69,500 2,347,075	0.24% 8.25%

"1P"	Total Proved
"2C"	Best Estimate of Contingent Resources
"2P"	Total Proved + Probable
"AIM''	the AIM market of the London Stock Exchange
"AIM Rules''	the rules governing the admission to, and operation of, AIM as set out in the AIM Rules for Companies published by the London Stock Exchange from time to time
"Announcement"	this announcement
"Australia"	the commonwealth of Australia, its states, possessions and territories and all areas subject to its jurisdiction or any political subdivision thereof
"boe"	barrels of oil equivalent the term boe may be misleading, particularly if used in isolation. Per boe amounts have been calculated by using the conversion ratio of six thousand cubic feet (6 Mcf) of natural gas to one barrel (1 bbl) of crude oil. The boe conversion ratio of 6 Mcf to 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalent of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value
"boe/d"	barrels of oil equivalent per day
"Business Day"	a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London
"C$" or "CAD" or "Canadian Dollars"	the lawful currency of Canada
"Canada"	Canada, its possessions, provinces and territories and all areas subject to its jurisdiction or any political subdivision thereof
"certificated'' or "in certificated form''	in relation to a share or other security, not in uncertificated form (that is, not in CREST)
"Closing Price"	the last trading price of a SDX Share or a Tenaz Share (as the case may be) as derived from the websites of the London Stock Exchange and TSX, respectively
"Combination"	the proposed acquisition of the entire issued ordinary share capital of SDX by Tenaz (other than the Excluded Shares) to be implemented by way of the Scheme or, should Tenaz so elect (with the consent of the Panel) by way of the Takeover Offer, and, where the context admits, any subsequent revision, variation, extension or renewal thereof
"Combined Group''	the combined businesses of the Tenaz Group and the SDX Group following the Combination becoming or being declared unconditional in all respects
"Companies Act 2006"	the UK Companies Act 2006, as amended from time to time
"Completion"	completion of the Combination
"Conditions"	the conditions to the Combination which are set out in Appendix I to this Announcement
"Contingent"	in relation to oil & gas reserves, according to the Canadian Oil and Gas Evaluation Handbook, means those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but which are not currently considered to be commercially recoverable due to one or more contingencies
"Co-operation Agreement"	the agreement dated 25 May 2022 between SDX and Tenaz as described in paragraph 12
"Court"	the High Court of Justice in England and Wales
"CREST''	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & International Limited is the Operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form
"CREST Regulations''	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (including as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018)
"Daily Official List''	the daily official list of the London Stock Exchange
"Dealing Disclosure"	the Announcement concerning dealings in relevant securities of any party to an offer required for the purposes of Rule 8 of the Takeover Code
"Developed Producing"	in relation to oil & gas reserves, according to the Canadian Oil and Gas Evaluation Handbook, means those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty
"Disclosed"	in respect of SDX: (i) information disclosed by, or on behalf of, SDX (i) in SDX's annual report and accounts for the financial year ended 31 December 2021; (ii) as publicly announced by SDX (by the delivery of an Announcement to an authorised Regulatory Information Service prior to 24 May 2022; (iii) as disclosed in this Announcement; or (iv) as otherwise disclosed in writing, or in the documentation or written information provided (including in the virtual data room operated on behalf of SDX and which Tenaz and its advisers are able to access in respect of the Combination), to Tenaz or its advisers by or on behalf of SDX prior to 24 May 2022 in the context of the Combination; in respect of Tenaz: (i) information disclosed by, or on behalf of, Tenaz (i) in Tenaz's annual report for the financial year ended 31 December 2021; (ii) as publicly announced by Tenaz (by the delivery of an Announcement to an authorised Regulatory Information Service prior to 24 May 2022; (iii) as disclosed in this Announcement; or (iv) as otherwise disclosed in writing, or in the documentation or written information provided, to SDX or its advisers by or on behalf of Tenaz prior to 24 May 2022 in the context of the Combination
"Disclosure Guidance and Transparency Rules"	the Disclosure Guidance and the Transparency Rules of the FCA made pursuant to section 73A of the FSMA
"E&P"	exploration and production
"Effective''	(i) if the Combination is implemented by way of the Scheme, the date on which the order of the Court sanctioning the Scheme under Part 26 of the Companies Act 2006 becomes effective in accordance with its terms; or (ii) if the Combination is implemented by way of a Takeover Offer, such Takeover Offer having been declared or become unconditional in all respects in accordance with the Takeover Code
"Effective Date''	the date upon which the Scheme becomes Effective
"ESG"	environmental, social and governance
"Exchange Ratio"	means the ratio of 0.075 New Tenaz Shares for each 1 SDX Share
"Excluded Shares"	any SDX Shares: (i) registered in the name of, or beneficially owned by, Tenaz or any member of the Wider Tenaz Group or their respective nominees; or (ii) registered in the name of, or beneficially owned by, funds managed by Tenaz or a member of the Wider Tenaz Group or any of their subsidiary undertakings or their respective nominees
"existing Tenaz Shares''	the issued and outstanding Tenaz Shares at the date of this Announcement
"FCA"	the UK Financial Conduct Authority
"FD&A"	Finding, Developing and Acquisition
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"HSE"	health, safety and environment
"Japan"	Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction or any political subdivision thereof
"km"	Kilometres
"km²"	square kilometres
"Latest Practicable Date"	means 24 May 2022, being the latest practicable date before the date of this Announcement
"Listing Rules"	the listing rules, made by the FCA under Part 6 of the FSMA, as amended from time to time
"London Stock Exchange''	London Stock Exchange plc
"Longstop Date''	24 May 2023
"M&A"	mergers and acquisitions
"Market Abuse Regulation"	Regulation (EU) No. 596/2014 of the European Parliament and the Council of 16 April 2014 on market abuse (and/or, as applicable, such regulation as it forms part of the domestic UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended from time to time)
"mboe"	thousand barrels of oil equivalent
"mboe/d"	thousand barrels of oil equivalent per day
"MENA"	Middle East/North Africa
"mmboe"	million barrels of oil equivalent
"mmscf/d"	million standard cubic feet per day
"New Tenaz Shares''	the new Tenaz Shares proposed to be issued to the Scheme Shareholders pursuant to the Scheme
"NI 62-104"	National Instrument 62-104 - Take-Over Bids and Issuer Bids of the Canadian Securities Administrators
"Non-Permitted SDX Dividend"	any dividend, distribution or return of capital that is declared, made or paid or becomes payable in respect of the SDX Shares after the date of the Announcement with a record date on or before the Effective Date (other than, or in excess of, any SDX Equalisation Dividend)
"Non-Permitted Tenaz Dividend"	any dividend, distribution or return of capital that is declared, made or paid or becomes payable in respect of the Tenaz Shares after the date of the Announcement with a record date on or before the Effective Date
"Offer Period''	the period commencing on 25 May 2022 and ending in accordance with the rules of the Takeover Code
"Opening Position Disclosure"	the announcement required for the purposes of Rule 8 of the Takeover Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to an offer if the person concerned has such a position
"Overseas Shareholders"	Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom
"Panel''	the Panel on Takeovers and Mergers
"PDP"	Proved Developed Producing
"pounds", "£", "pence", "p" or "Sterling"	the lawful currency of the United Kingdom
"prospectus"	a prospectus under the Prospectus Rules
"Prospectus Rules"	the prospectus rules of the FCA made pursuant to section 73A of the FSMA
"Probable"	in relation to oil & gas reserves, according to the Canadian Oil and Gas Evaluation Handbook, are those additional reserves that are less certain to be recovered than Proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated Proved + Probable reserves.
"Proved"	in relation to oil & gas reserves, according to the Canadian Oil and Gas Evaluation Handbook, are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely the actual remaining quantities recovered will exceed the estimated proved reserves.
"Regulatory Information Service"	any channel recognised as a channel for the dissemination of regulatory information by listed companies as defined in the Listing Rules
"Restricted Jurisdiction"	the United States, Australia or Japan or any other jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Combination is sent or made available to SDX Shareholders in that jurisdiction
"Rothschild & Co"	N.M. Rothschild & Sons Limited
"Scheme"	the proposed scheme of arrangement under Part 26 of the Companies Act between SDX and the Scheme Shareholders to implement the Combination, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by SDX and Tenaz;
"Scheme Court Order"	the order of the Court sanctioning the Scheme under section 899 of the Companies Act 2006.
"Scheme Record Time"	the time and date specified as such in the Scheme Document, expected to be 6:00 p.m. on the Business Day immediately after the date of the Scheme Sanction Hearing, or such later time as the parties may agree
"Scheme Sanction Hearing"	the hearing of the Court to sanction the Scheme under section 899 of the Companies Act 2006, including any adjournment thereof
"Scheme Shareholders"	holders of the Scheme Shares
"Scheme Shares"	all SDX Shares: (a) in issue at the date of the Scheme Document and which remain in issue at the Scheme Record Time; (b) (if any) issued after the date of the Scheme Document and prior to the Voting Record Time and which remain in issue at the Scheme Record Time; and (c) (if any) issued at or after the Voting Record Time and prior to the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme, or shall by such time have agreed in writing to be bound by the Scheme and which remain in issue at the Scheme Record Time, but excluding any Excluded Shares.
"SDX"	SDX Energy plc (incorporated in England and Wales under the Companies Act 2006 with registered number 11894102), whose registered office is at 38 Welbeck Street, London, United Kingdom, W1G 8DP
"SDX Court Meeting"	the meeting of the Scheme Shareholders convened by order of the Court pursuant to section 896 of the Companies Act 2006 for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment) and any adjournment thereof
"SDX CSOP"	SDX Company Share Option Plan
"SDX Directors'' or "SDX Board"	the board of directors of SDX and "SDX Director" means any member of the SDX Board
"SDX Equalisation Dividend"	a dividend declared or paid by SDX in respect of the SDX Shares following any Non-Permitted Tenaz Dividend of an amount per SDX Share equal to the amount of the Non-Permitted Tenaz Dividend per Tenaz Share multiplied by the Exchange Ratio (taking into account any reduction to the Exchange Ratio arising as a result of any Non-Permitted SDX Dividends)
"SDX Forms of Proxy"	the forms of proxy which will accompany the Scheme Document
"SDX General Meeting"	the SDX General Meeting of the SDX Shareholders to be convened in connection with the Scheme to consider and, if thought fit, to approve the SDX Resolutions (with or without amendment), including any adjournment, postponement or reconvening thereof
"SDX Group"	SDX, its subsidiaries, its holding companies, and the subsidiaries of its holding companies and, where the context so permits, each of them
"SDX LTIP"	SDX Long-Term Incentive Plan
"SDX Meetings"	the SDX Court Meeting and the SDX General Meeting
"SDX Option holders"	holders of SDX Options
"SDX Options"	options or other rights to acquire SDX Shares granted pursuant to the SDX Share Option Schemes or otherwise
"SDX Resolution(s)"	the resolutions to be proposed at the SDX General Meeting necessary to approve and implement the Scheme, including (i) a resolution approving the alteration of SDX's articles of association and authorising the SDX board of directors to take all actions as they may consider necessary or appropriate to give effect to the Scheme and the delisting of the SDX Shares and (ii) a resolution to re-register SDX as a private company
"SDX Share Option Schemes''	the SDX LTIP, the SDX CSOP and the SDX SOP
"SDX Shareholders''	holders of SDX Shares
"SDX Shares''	the existing issued fully paid ordinary shares of 1 pence each in the capital of SDX and any further such shares which are unconditionally allotted or issued and fully paid or credited as fully paid before the date on which the Offer closes (or such earlier date, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances as Tenaz may, subject to the Takeover Code, decide)
"SDX SOP"	the SDX Stock Option Plan
"Takeover Code''	the City Code on Takeovers and Combinations, issued by the Panel
"Takeover Offer"	if (with the consent of the Panel as applicable) Tenaz elects to implement the Combination by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006, and take-over bid, as defined in NI 62-104 the offer to be made by or on behalf of Tenaz to acquire the entire issued ordinary share capital of SDX and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
"Tenaz''	Tenaz Energy Corp. (incorporated in Canada under Business Corporations Act (Alberta) with a corporate access number 2016495042), whose head office is at Suite 2500 - 605 Fifth Ave SW, Calgary, Alberta, Canada, T2N 2Y9
"Tenaz Circular"	the circular to be mailed to Tenaz Shareholders containing information relating to the Tenaz Special Meeting
"Tenaz Directors'' or "Tenaz Board"	the board of directors of Tenaz and "Tenaz Director" means any member of the Tenaz Board
"Tenaz Form of Proxy"	the form of proxy which will accompany the Tenaz Circular
"Tenaz Group''	Tenaz, its subsidiaries, its holding companies, and the subsidiaries of its holding companies and, where the context so permits, each of them
"Tenaz Resolution''	the resolution approving the issuance of up to 15,675,351 New Tenaz Shares in connection with the Combination to be approved by a simple majority of the votes cast by Tenaz Shareholders present in person (virtually) or represented by proxy at the Tenaz Special Meeting
"Tenaz Shareholders''	holders of existing Tenaz Shares
"Tenaz Shares''	common shares in the capital of Tenaz
"Tenaz Share Plans"	all long term incentive plans and stock option plans of Tenaz as described or defined in the notice of meeting and accompanying information circular (including all schedules, appendices and exhibits thereto) mailed by Tenaz to Tenaz Shareholders in connection with Tenaz's annual general meeting to be held on 31 May 2022, including any amendments or supplements thereto.
"Tenaz Special Meeting"	the special meeting of Tenaz Shareholders (and any adjournment thereof) for the purposes of considering and, if thought fit, approving the Tenaz Resolution
"TSX''	the Toronto Stock Exchange
"TSX Rules''	the TSX Company Manual
"uncertificated'' or "in uncertificated form''	in relation to a share or other security, recorded on the relevant register in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom'' or "UK''	the United Kingdom of Great Britain and Northern Ireland
"UKLA"	the FCA acting for the purposes of Part VI of the FSMA
"UKLA Rules"	together, the Disclosure and Transparency Rules, the Listing Rules and the Prospectus Rules
"US" or "United States"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction
"US$" or "USD" or "US Dollar"	the lawful currency of the United States of America
"US Securities Act"	the United States Securities Act 1933, as amended
"Voting Record Time"	the time and date specified as such in the Scheme Document by reference to which entitlement to vote at the SDX Court Meeting will be determined
"Wider SDX Group''	SDX, its subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which SDX and such undertakings (aggregating their interests) have a direct or indirect interest in 20% or more of the voting or equity capital (or the equivalent)
"Wider Tenaz Group''	Tenaz, its subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Tenaz and such undertakings (aggregating their interests) have a direct or indirect interest in 20% or more of the voting or equity capital (or the equivalent)

RECOMMENDED ALL-SHARE COMBINATION

1. Introduction

2. The Combination

3. Background to and reasons for the Combination

4. Recommendations

5. Background to and reasons for the SDX recommendation

Accordingly, following careful consideration of the above factors, the SDX Directors intend to unanimously recommend the Combination to SDX Shareholders .

6. Background to and reasons for the Tenaz recommendation

7. Irrevocable undertakings

8. Information relating to Tenaz

9. Information relating to SDX

10. Tenaz's strategic intentions regarding SDX and its stakeholders

11. SDX Share Option Schemes

12. Offer-related arrangements

13. Dividends

14. Disclosure requirements of the Takeover Code

(a) has an interest in, or right to subscribe for, any relevant securities of SDX;

(b) has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of relevant securities of SDX;

(c) has borrowed or lent (including, for these purposes, entering into any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) any relevant securities of SDX save for any borrowed relevant securities of SDX which have been either on-lent or sold; or

(d) has any outstanding irrevocable commitment or letter of intent with respect to relevant securities of SDX.

15. Further details of the Combination

16. Overseas Shareholders

17. Publication on websites

(a) this Announcement;

(b) the irrevocable undertakings to accept (or procure the acceptance of) the Combination referred to in paragraph 7 above;

(c) the Confidentiality Agreements referred to in paragraph 12 above;

(d) the Co-operation Agreement referred to in paragraph 12 above; and

(e) the consent letters referred to in paragraph 18 below.

18. General

Appendix I

Part A

Part B

1. Unless otherwise stated in this Announcement:

(a) financial information relating to Tenaz has been extracted from the audited accounts of Tenaz for the financial year ended 31 December 2021;

(b) financial information relating to SDX has been extracted from the audited accounts of SDX for the financial year ended 31 December 2021;

(d) the number of New Tenaz Shares to be issued in respect of the Combination is calculated based upon the number of SDX Shares in issue (as described in sub-paragraph 1(c) above) resulting in the issue of approximately 15,675,351 New Tenaz Shares;

(e) the market capitalisation of the Combined Group is calculated on the basis of 28,458,074 Tenaz Shares in issue as at 24 May 2022 (being the last Business Day prior to the publication of this Announcement) and 15,675,351 New Tenaz Shares to be issued pursuant to the Combination;

(f) all share prices for SDX and Tenaz Shares are derived from Bloomberg as at the relevant date;

(g) all share prices quoted for SDX Shares and Tenaz Shares are the Closing Prices on AIM and TSX respectively, unless otherwise stated; and

(h) all exchange rates are derived from www.bankofcanada.ca and unless otherwise stated is assumed to be: 0.8016 with regard to GBP:USD, 0.6248 with regard to GBP:CAD and 0.7794 with regard to USD:CAD

2. Financial benefits of the Combination

(b) combined production per share calculated as SDX stated production guidance of 3,300 - 3,550 boe/d including the disposal of South Disouq plus Tenaz stated production guidance of 1,200-1,300 boe/d, with a resultant combined midpoint of these ranges of 4,650 mboe;

(d) accretion has been calculated as the percentage increase in these metrics as compared to those of Tenaz on a standalone basis as at and for the same time period; and

(e) The denominator in each proforma case is the fully diluted issued share capital of the Combined Group which is expected to be 44,133,425 following Completion.

3. Irrevocable undertakings in respect of SDX Shares

4. Irrevocable undertakings in respect of Tenaz Shares

Companies

UK 100

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