Annual Results
Summary by AI BETAClose X
30 April 2026
Sintana Energy, Inc.
("Sintana" or "the Company")
Audited Annual Results for the year ended December 31, 2025
TORONTO, APRIL 30, 2026 - Sintana Energy Inc. (TSX-V: SEI, AIM: SEI, OTCQX: SEUSF) ("Sintana" or the "Company") is pleased to announce its audited Annual Results for the year ended December 31, 2025.
The 2025 Annual Report is set out in full below and is also available on the Company's website: https://sintanaenergy.com/
For further information, please contact:
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Sintana Energy Inc Robert Bose, Chief Executive Officer Eytan Uliel, President |
Tel: +44 (0)7 747 845 987 |
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Zeus - Nomad and Joint Broker Antonio Bossi / Darshan Patel / George Duxberry Simon Johnson (Broking) |
Tel: +44 (0) 20 3829 5000 |
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Cavendish Capital Markets Limited - Joint Broker Neil McDonald / Derrick Lee / Pearl Kellie |
Tel: +44 (0) 20 3493 8000 |
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Jonathan Paterson - Investor Relations jonathan.paterson@harbor-access.com |
Tel: +1 475 477 9401 |
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CAMARCO - Financial PR Billy Clegg / Georgia Edmonds / Sam Morris |
Tel: +44 (0) 20 3757 4980 |
About Sintana Energy
Sintana Energy is an Atlantic Margin-focused oil and gas company, holding interests in a diverse portfolio of high-impact assets that spans the Southern Atlantic conjugate margin. The Company's current portfolio is strategically positioned in the emerging frontier geographies of Namibia, Uruguay and Angola, with additional legacy assets in Colombia and The Bahamas. Led by an experienced team, Sintana Energy is partnered with major industry players, and benefits from significant carry support, on key licenses across multiple jurisdictions. Sintana Energy is listed on the TSX-V in Canada under the symbol "SEI", in the United Kingdom on the LSE-AIM under the symbol "SEI" and in the U.S. on the OTCQX under the symbol "SEUSF".
For further information, please visit sintanaenergy.com
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.
Management's Letter to Shareholders
Dear fellow Sintana Shareholders,
We are pleased to provide our management report to you, the owners of the company, for the period 1 January 2025 to 31 December 2025.
On multiple fronts this period represented a milestone year for Sintana, and has set the stage for what we anticipate will be an exceptional 2026.
NAMIBIA
Through the course of 2025, our position in Namibia as one of the world's pre-eminent frontier exploration destinations was further cemented. Continued exploration success across multiple blocks, coupled with increasing levels of operational and corporate activity, has validated the substantial value that we see in our Namibian portfolio.
In particular, as 2025 drew to a close, a farm-in to Petroleum Exploration License 83 ("PEL 83"), which governs blocks 2813A and 2814B in the Orange Basin offshore Namibia was announced, with TotalEnergies securing a 40% stake and operatorship. As part of the entry transaction, TotalEnergies has committed to drill up to three additional exploration and appraisal wells to further delineate the scope and scale of PEL 83, including with respect to the Mopane discoveries. TotalEnergies will also provide significant funding toward the project's development costs. With a 4.9% indirect carried position in PEL 83, we maintain full upside to what is a world-class, multi-billion-barrel opportunity moving rapidly toward development and production/cashflow, under the stewardship of one of the world's most capable operators, with no expected funding obligations for the initial phase of development.
Since period end, momentum has accelerated across our Nambian portfolio, with several key value catalysts delivered in early 2026. Highlights include:
· On January 21, 2026, we entered into a Letter of Intent securing exclusivity in relation to a potential investment in PEL 37 in the Walvis Basin, offshore Namibia. PEL 37 is immediately adjacent to, and north of PEL 82. We hold an interest in PEL 82 and drilling on that block is being planned by the operator, Chevron, creating considerable option value from securing a foothold in the adjacent PEL 37. We are currently progressing technical, commercial and legal due diligence alongside negotiating potential terms, with a view to formalising our PEL 37 entry in the near future.
· In February 2026, as part of its 2025 annual results presentation, TotalEnergies outlined key development milestones for PEL 83 including (i) a Mopane project FID target of 2028, with first oil target for 2032; (ii) a FPSO-based development concept with capacity to deliver ~200,000 bopd; and (iii) up to 1.5 billion barrels of additional exploration upside, identified across Mopane and the broader PEL 83 block.
· On 23 March 2026, Galp Energia released its Integrated Management Report 2025, detailing a significant upgrade to 3C contingent resources at the Mopane discoveries on PEL 83. The previously reported 3C contingent resource of 875 mmboe (gross) has been upgraded to 1.38 bn boe (gross), reflecting the success of Galp Energia's prior exploration and appraisal drilling at Mopane. This represents a 57% increase, and implies approximately 67 million boe to our indirect interest.
We expect continued value creation across our Namibian portfolio as key catalysts are delivered through 2026.
ANGOLA
In May 2025, we announced our initial entry into Angola through a strategic partnership with Corcel Plc. The partnership includes an agreement for Sintana to acquire an indirect 5% interest plus a net profits interest in the KON-16 block, located in the onshore Kwanza Basin. In our view, KON-16 represents a highly attractive opportunity, supported by a proven petroleum system with prospectivity across both post- and pre-salt intervals. The block hosts multiple exploration targets, including a large, multi-target primary prospect with estimated unrisked recoverable volumes of several hundred million barrels of oil.
Following period end, on 26 February 2026 Corcel announced completion of the acquisition of 326-line km of high resolution 2D seismic data over the KON-16 block. Initial internal review indicates excellent data quality, and clear imaging of key pre-salt targets. Seismic processing will continue through 2026 to support prospect maturation and drilling preparation. In parallel, Corcel intends to run a farm-out process ahead of planned exploration drilling. We expect to enter into formal agreements governing our entry into this asset in Q2 2026, with closing thereafter subject to regulatory approval, which we expect will be in H2 2026.
CHALLENGER ENERGY GROUP ACQUISITION
In late December 2025, we successfully completed the acquisition of Challenger Energy Group Plc, adding significant interests in two, highly prospective offshore Uruguayan blocks, AREA OFF-1 and AREA OFF-3 to our portfolio. These assets share geologic similarities with our assets in the Namibian conjugate margin, and AREA OFF-1 is supported by an established, high-value partnership with Chevron, to carry the cost of an extensive 3D seismic acquisition program, as well as a portion of the potential future exploration and drilling costs.
In Challenger we saw a business that was closely aligned with our strategy and investment approach. It was a unique and compelling opportunity to expand and diversify our platform in line with our business model and strategy. We believe the transaction now positions Sintana as a leading Atlantic-margin exploration player.
Since year end, on 3 March 2026, the planned 3D seismic acquisition on AREA OFF-1 commenced. The survey is being carried out by Viridien using the BGP Prospector vessel and will cover a total of approximately 4,300 km2. Fieldwork will be conducted over two seasons (February-April 2026 and November 2026-April 2027), with the majority of data relevant to key prospects expected to be acquired during the first season. Fast-track results from the first season are expected in Q4 2026, with full PSDM results anticipated in Q2 2027.
Our enthusiasm for Uruguay was further reinforced on 25 March 2026 when ANCAP, Uruguay's state-owned oil company and regulator, advised that Qatar Energy has farmed into offshore blocks AREA OFF-2 (30%) and AREA OFF-7 (30%) (both operated by Shell), and Chevron has farmed into AREA OFF-7 (30%), in each case as a non-operating partner. AREA OFF-2 is adjacent to Sintana's AREA OFF-3, and AREA OFF-7 lies immediately outboard. These transactions expand Chevron's presence and mark Qatar Energy's entry into Uruguay, further strengthening the roster of major oil and gas operators alongside Shell, APA, YPF, and ENI. Sintana remains the only junior company with a position in this rapidly emerging exploration basin.
CORPORATE
Alongside the completion of the Challenger acquisition, we implemented a number of Board changes and integrated the Challenger management team into our operations. The result is a streamlined executive team and Board with deep sector expertise and extensive capabilities on both sides of the Atlantic.
The combination of the Sintana and Challenger balance sheets positioned us to begin 2026 with a strong financial foundation and enhanced access to capital to support both portfolio development and disciplined opportunistic growth. On 4 February 2026 we reached an agreement to resolve arbitration with ExxonMobil in relation to the VMM-37 block in Colombia. The settlement provides for total cash payments of $9 million, of which $3 million has been received, with the remaining $6 million expected by year end (subject to approval by the relevant Colombian governmental authorities) and further strengthening our balance sheet.
OUTLOOK
Sintana now holds interests in eight licences in Namibia and Uruguay, with additional pending interests PEL 37 (Namibia) and KON-16 (Angola), alongside legacy assets in Colombia (in the process of being monetized) and The Bahamas. The portfolio offers shareholders diversified exposure across geologic plays, basins, operators, and jurisdictions, anchored by the significant Mopane discoveries and supported by high-impact catalysts across the asset base.
Through the remainder of 2026 and into 2027, we expect new wells to be drilled on PEL 83, additional drilling activity on multiple other portfolio assets, and seismic acquisition and further farm-ins and corporate activity across several blocks. Few companies of our scale have a comparable level of exposure to substantial near-term value catalysts, positioning us to continue to deliver meaningful value for our shareholders.
2025 underscored Sintana's ability to act decisively, partner with leading industry players, and leverage our portfolio to create value. In 2026, we will continue to advance activity across our portfolio, optimize and expand it, and execute on our strategy. Our goal remains clear and simple: generate outsize, capital-efficient returns for shareholders.
We thank our Board and our shareholders - longstanding and new - for their continued support and commitment. We also wish to recognize our small but highly dedicated team, whose efforts across a wide range of initiatives in 2025 were instrumental to our progress.
We're extremely proud of what has been a transformative year for Sintana, and enter 2026 with strong momentum. We are excited about the opportunities ahead.
Sincerely,
Robert Bose Eytan Uliel
Chief Executive Officer & Executive Director President & Executive Director
Date: 30 April 2026
Sintana's Business
Sintana Energy Inc ("Sintana" or the "Company") is the Canadian parent company of a group of companies focussed on the acquisition, exploration, potential development, and ultimately the monetisation of a diversified portfolio of interests in high-impact oil and gas assets primarily focussed on emerging frontier geographies.
The portfolio is currently comprised of:
· indirect interests in four large, highly prospective petroleum exploration licences ("PELs") in the Orange Basin, offshore Namibia, including an indirect carried interest in PEL 83, home of the Mopane discoveries that were made in 2023 and 2024, as well as indirect interests in PELs 79, 87 and 90;
· an indirect interest in one PEL offshore Namibia in the Walvis Basin (PEL 82), and one PEL onshore Namibia in the Waterberg Basin (PEL 103), as well as a potential indirect interest in an additional PEL offshore Namibia in the Walvis Basin (PEL 37) (subject to completion of a transaction to acquire that interest, pursuant to a Letter of Intent which was entered into by the Company on 19 January 2026);
· direct interests in two offshore blocks in Uruguay, being AREA OFF-1 in the Punta del Este Basin and AREA OFF-3 in the Pelotas Basin (these interests having become part of the portfolio on completion of the acquisition of Challenger Energy Group Plc in December 2025);
· an indirect interest in the KON-16 licence in the onshore Kwanza Basin in Angola (subject to completion of the transaction to acquire that interest, a letter of intent initially entered into by Sintana in May 2025); and
· legacy assets onshore in the Middle Magdalena Basin, Colombia (in the process of being monetized), and offshore The Bahamas.
The Company's shares are traded on the Toronto Stock Exchange's Venture Exchange ("TSX-V") in Canada under the symbol "SEI", on the London Stock Exchange's AIM Market ("AIM") in the United Kingdom under the symbol "SEI", and on the OTCQX market in the United States under the symbol "SEUSF".
A. Business Highlights
Sintana considers that its portfolio of interests in high-impact assets has the following attributes:
A diversified portfolio
· Interests in multiple licences, in Namibia and Uruguay, with an additional potential licence in Namibia, and a pending interest in Angola, alongside legacy assets in Colombia and The Bahamas, providing diversified exposure to a range of geologic plays, basins, operators and jurisdictions. The portfolio is also diversified by asset maturity, anchored by an interest in the significant Mopane discoveries (PEL 83, Orange Basin, Namibia), and supported by high-impact exploration and commercial catalysts across the asset base.
Exposure to near-term high value activity
· The portfolio is currently focussed on Namibia and Uruguay - both global exploration "hot spots", where significant activity, including exploration and appraisal drilling and seismic acquisition, is expected to occur over the next 24 months.
Established partnerships in place
· In Namibia, Sintana holds interests in licences benefitting from partnerships with well-regarded industry participants including Chevron, TotalEnergies, Galp Energia, Pancontinental, Qatar Energy and NAMCOR. In Uruguay, Sintana is partnered with Chevron on the AREA OFF-1 block and, in Angola, Sintana will be partnered with Corcel on the KON-16 block (subject to completion of the transaction to acquire an interest in that block).
Reduced capital exposure through carries
· The Company's core strategy is to create and maintain a portfolio of interests that are predominantly carried through exploration, appraisal and development by experienced, international operators, thereby providing shareholders with upside exposure from projects and prospects where limited capital is required from the Company. Currently, Sintana benefits from full or partial carried interest positions in relation to four of its five offshore licence interests in Namibia (including on PEL 83 where the Mopane discoveries have been made), as well as on AREA OFF-1 in Uruguay.
Execution capability
· Sintana considers that it has strong technical and commercial capabilities that can be brought to bear on managing its portfolio and ultimately creating significant returns for shareholders. In particular, the Company has a management team and Board with deep sector experience and expertise.
Potential realisation opportunities
· The Company's portfolio provides exposure to high-impact exploration prospects and, in the case of Mopane, discoveries of significant scale. The Company believes that the resulting ability to potentially realise multiple value uplifts from prospect to discovery and/or final investment decision via monetisation (including sale or divestment of key assets) significantly enhances the opportunities for shareholder returns.
B. Business History & Development
The Company was incorporated on 22 February 1994 in the Province of Alberta, Canada. Historically the Company operated under several different names, ultimately changing its name to Sintana Energy Inc. on 6 August 2015. The Company was first admitted to trading on the TSX-V in Canada in August 2015 as a consequence of a Canadian plan of arrangement (equivalent to a "reverse takeover" transaction in the United Kingdom) and was subsequently admitted to trading on the OTCQX market in the United States on 1 October 2024.
From its inception until September 2021, the Company had interests in various hydrocarbon assets and projects in Canada, the United States and Colombia. With the exception of its legacy assets in Colombia, all of these interests have subsequently been sold, relinquished or otherwise discontinued.
On 13 September 2021, the Company entered into an agreement for the acquisition of 49% of the outstanding shares of Inter Oil, a private Namibian company. This transaction completed on 8 March 2022. Inter Oil, through wholly owned subsidiaries, indirectly holds a strategic portfolio of interests in five exploration licences in Namibia (four offshore and one onshore), and thus the Inter Oil acquisition provided the Company with the foundation of its current portfolio of interests in Namibia.
The Namibian portfolio was further expanded when, on 10 June 2024, the Company completed an acquisition of a 49% interest in Giraffe, a private Namibian company and the owner of a 33% interest in PEL 79, thereby providing an indirect 16% interest in PEL 79.
In May 2025, the Company entered into an agreement with Corcel, a UK-listed company, for the acquisition of a 5% indirect participation interest together with a net profits interest in the KON-16 licence, which is located onshore in the Kwanza Basin, Angola. Formal documentation in relation to this transaction is expected to be entered into in Q2 2026, and completion of the transaction thereafter will follow once regulatory approval is obtained, which is expected in Q3 or Q4 2026.
The Company's portfolio was further expanded to include direct interests in two sizeable assets offshore Uruguay (and legacy assets in The Bahamas), as a result of the completion of the acquisition of Challenger, a UK-listed company, on 16 December 2025. Shortly after that acquisition was completed, on 23 December 2025 the Company's shares were admitted to trading on the Alternative Investment Market of the London Stock Exchange (the AIM).
Subsequent to period end, Sintana entered into a Letter of Intent securing a period of exclusivity in relation to a potential investment that would provide an indirect interest in PEL 37 in the Walvis Basin, offshore Namibia. PEL 37 is immediately adjacent and to the north of PEL 82, where drilling is being planned by the operator, Chevron. As at the date of this Annual Report, the Company continues to undertake due diligence as to the technical and commercial merits of this opportunity, and in parallel is seeking to negotiate suitable transaction terms.
C. Strategy and Future Activities
The Company's strategy is to secure interests in high-impact oil and gas assets in multiple jurisdictions and basins, particularly where major international oil and gas companies have established a presence and significant exploration activity, including seismic campaigns and well drilling, is underway and/or expected to commence in the near-term. The Company considers that it has the footprint, technical capabilities and scale to grow further selectively and to deploy its expertise in oil and gas projects in frontier locations. In so doing, the Company believes it can attract increased interest from investors to the large, broad, and diversified portfolio of high-impact assets that the Company holds.
A core component of Sintana's strategy is to acquire, or structure, its interests and capitalise on opportunities in a way that sees costs associated with such interests carried through near-term exploration, appraisal and development by experienced, international operators, thereby providing shareholders with exposure to high‑impact projects and prospects with comparatively limited additional capital required from the Company. The Company currently holds interests in licences in both Namibia and Uruguay in partnership with operators including Chevron, TotalEnergies, Galp Energia, Qatar Energy, Pancontinental and NAMCOR, and currently benefits from full or partial carried interests in five of its licence interests, including on PEL 83 where the Mopane discoveries are located.
Equally, another core component of Sintana's strategy is to ultimately create significant returns for its shareholders through the successful monetisation of its assets by way of divestments and asset sales. The Company believes it has the track record, industry knowledge and networks, and broad commercial capabilities necessary to execute on this aspect of its strategy.
In furtherance of its strategy, in the future the Company may: (i) seek to secure interests in new assets, either in existing or new jurisdictions; (ii) increase its proportionate interests in assets which it currently holds; (iii) enter into new partnerships, or expand existing partnerships, in order to more fully exploit the potential of its various assets; and/or (iv) sell, dispose of, trade, or otherwise monetise all or some of its assets, all or in part.
D. Asset Holding Overview
The following diagram illustrates the manner in which Sintana's portfolio of assets is held:
Notes:
This diagram only includes principal entities associated with ownership of assets and does not include various dormant or legacy entities not associated with holdings of any assets.
1. Subject to completion of the transaction relating to the acquisition of the interest in KON 16.
2. Subject to completion of a transaction relating to the acquisition of an interest in PEL 37.
E. Assets
The following tables provide a summary overview of Sintana's current portfolio. Additional details on Sintana's portfolio of assets are set out in the section of this Annual Report entitled "Asset Profiles", and key developments during 2025 in relation to individual assets are set out in the Management Discussion & Analysis of the Company's 2025 Financial Statements.
Table A: Overview of Sintana's current portfolio of assets.
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Licence |
Location |
Licence Area Gross / net km2 |
Operator |
Sintana Indirect Interest (%) |
Status |
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Namibia |
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PEL 83 |
Orange Basin, offshore |
9,954 / 488 |
TotalEnergies |
4.9(1) |
TotalEnergies farming in process of farming-in to operatorship; 3 well appraisal campaign planned for 2026/2027; target FID 2028 and first oil 2032 |
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PEL 87 |
Orange Basin, offshore |
10,970 / 806 |
Pancontinental |
7.35(1) |
Evaluation of exploration opportunities continuing and Pancontinental is soliciting interest in a farmout |
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PEL 90 |
Orange Basin, offshore |
5,433 / 266 |
Chevron |
4.9(1) |
Evaluation of exploration opportunities continuing, with Chevron considering drilling of exploration well in the next 12 months |
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PEL 79 |
Orange Basin, offshore |
13,829 / 2,236 |
NAMCOR |
16.17(1) |
Evaluation of exploration opportunities continuing |
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PEL 82 |
Walvis Basin, offshore |
11,444 / 560 |
Chevron |
4.9(1) |
Evaluation of exploration opportunities continuing with Chevron considering drilling of exploration well in 2026/2027 |
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PEL 103 |
Waterberg Basin, onshore |
5,788 / 765 |
Apprentice Investments |
13.23(1) |
Evaluation of exploration activity continuing |
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Uruguay |
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AREA OFF-1 |
Punta del Este Basin, offshore |
14,557 / 5,830 |
Chevron |
40 |
3D seismic acquisition ongoing |
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AREA OFF-3 |
Pelotas Basin, offshore |
13,252 / 13,252 |
Sintana |
100 |
Evaluation of exploration opportunities continuing, and current partnering process |
Table B: Overview of assets that, as at the date of this Annual Report, are subject to announced transactions yet to be completed, but which the Company expects are likely to be added to its portfolio.
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Licence |
Location |
Licence Area Gross / net (km2)(2) |
Operator |
Sintana Indirect Interest (%) |
Status |
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Angola |
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KON-16(2) |
Kwanza Basin, onshore |
1,000 / 500 |
Corcel |
5.0(1) |
Heads of Agreement signed; formal documentation expected to be signed around end April 2026; completion pending regulatory approvals; seismic acquisition completed, interpretation ongoing |
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Namibia |
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PEL 37(3) |
Walvis Basin, offshore |
17,295 / 5,188 |
Paragon |
c.30(1) |
Letter of Intent signed; due diligence ongoing |
Table C: Overview of assets that are considered legacy assets and which the Company is presently seeking to monetise and/or exit.
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Licence |
Location |
Licence Area |
Operator |
Sintana Interest |
Status |
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Colombia |
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VMM-37 |
Middle Magdalena Valley Basin, onshore Colombia |
175 / 175 |
Patriot |
N.A |
Settlement agreement with Exxon reached pursuant to which Sintana will be paid $9m gross in two instalments, and will exit the asset - completion expected during 2026 |
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The Bahamas |
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Bain, Cooper, Donaldson and Eneas(4) |
The Bahamas, Offshore |
12,600 / 12,600 |
Sintana |
100 |
Renewal application for licences pending; Sintana investigating monetisation options, including legal remedies |
Notes to above Tables A, B and C:
1. Indirect interest - licence interest is indirectly held by the Company through corporate ownership of subsidiaries
2. The Company has entered into a Heads of Agreement with Corcel for this transaction, with formal documentation expected to be signed in Q2 2026, and with the transaction is subject to certain conditions precedent, including regulatory approval. The Company expects that the transaction will complete in Q3 or Q4 2026.
3. The Company has entered into a Letter of Intent providing for an exclusivity period in relation to a potential acquisition of a c.30% interest in PEL 37 - due diligence is currently ongoing; the Company expects that, subject to due diligence, it will enter into a definitive agreement in H1 2026, subject to certain conditions precedents, including regulatory approval. The Company expects that the transaction will complete in Q3 or Q4 2026.
4. Four individual licences offshore The Bahamas, commercially cojoined under the terms of the licences.
F. Board and Senior Management
The Board comprises the following persons:
Keith Dean Spickelmier (age 64), Non-Executive Chairman
Mr. Spickelmier was the Co-founder/Executive Chairman of the Company but he transitioned to a non-executive role as of 16 December 2025. Mr. Spickelmier is also Co-founder of Blockmetrix LLC, a Bitcoin mining company and Co‑founder/Chairman of Discovery Energy Corp. a company whose business is exploring in the Cooper Basin, South Australia. He was the Co-founder of Mallard Cablevision, and the Founder/ Chairman of Westside Energy Corporation. Mr. Spickelmier was also the Co-founder of JK Acquisition, a special purpose acquisition company which traded on the American Stock exchange in 2006. Mr. Spickelmier serves on the board of directors of Burgundy Xploration, LLC, an oil and gas company with assets on the North Slope of Alaska, and is the Chairman of Helix Exploration PLC, an AIM listed industrial gas exploration company with assets in Montana. He holds a B.A. from the University of Nebraska at Kearney and a J.D. from the University of Houston. He previously practiced law from 1986 to 2000.
Arjun Robert Bose (age 52), Chief Executive Officer and Executive Director
Mr. Bose has more than 28 years of relevant experience. He is the Chief Executive Officer and a member of the Board. Additionally, Mr. Bose is the Managing Member of Charlestown Energy Partners, a private investment vehicle associated with a New York-based family office that has been making investments globally in the upstream business since 2016. Mr. Bose is also the Executive Chairman of New Zealand Energy, Corp., a company providing gas, gas storage and liquids solutions to support the domestic energy economy in New Zealand, and is also on the Board of Managers of Black Bayou Energy Hub, a private company developing a gas storage platform on the Gulf Coast of the U.S. Prior to joining Charlestown, Mr. Bose spent 17 years in the Investment Banking Group at Scotiabank, latterly as Managing Director and Industry Head, Global Power & Utilities. Mr Bose holds a BA (Honours) in Economics from Queen's University, Kingston, Ontario.
Eytan Michael Uliel (age 54), President and Executive Director
Mr. Uliel has more than 27 years of relevant experience. He was the Chief Executive Officer of Challenger Energy Group plc from May 2021 until the Challenger Group was acquired by the Sintana Group in December 2025, having previously served as the Challenger Group's Commercial Director since 2014. Mr. Uliel is a finance executive with a specific background in the oil and gas industry. He has significant oil and gas industry experience in mergers and acquisitions, capital raisings, general corporate advisory work, public market takeovers and transactions, financial controls and audit, private treaty acquisitions and farm- in / farmout transactions. Mr. Uliel has also held non-executive roles in various ASX and SGX listed companies and various substantial private companies and funds. He holds a combined B.A. / LLB degree from the University of New South Wales, Sydney, Australia.
Iain Charles McKendrick (age 61), Senior Independent Non-Executive Director
Mr. McKendrick has over 30 years of relevant experience. He was the non-executive Chairman of Challenger Energy Group plc from March 2023 until Challenger was acquired by the Company in December 2025. Mr. McKendrick has previously held executive and non-executive Board positions across several listed companies. He was previously with NEO Energy, was Chief Executive Officer of Ithaca Energy, was Executive Chairman of Iona Energy, and spent several years with TotalEnergies, including acting as Commercial Manager of Colombia.
Douglas (Doug) Glenn Manner (age 70), Non-Executive Director
Mr. Manner is a Founder of the Company, prior to which he acted as Chief Executive Officer and Director of Westside Energy Corporation, Senior Vice President and Chief Operating Officer of Kosmos Energy, LLC. (a private energy company exploring for oil and gas in the offshore regions of West Africa), and as President and Chief Operating Officer of White Stone Energy, a Houston based oil and gas advisory firm. He is the Former COO of Gulf Canada Resources, managing operations in 20 countries with 150,000 boepd and the Former CEO of Bellwether Resources, (South America exploration). Mr. Manner previously held senior executive positions with Ryder Scott Petroleum Engineers and Amoco Production Company. Mr. Manner has served on the boards of directors for Gulf Midstream Services, ROC Oil Blizzard Energy, Rio Vista Energy, Resolute Energy, Cordero Energy, Zenas Energy and Petrovera Energy Company. Mr. Manner holds a Bachelor's of Science degree in mechanical engineering from Rice University and is a professional engineer certified by the Texas Board of Professional Engineers and the Association of Professional Engineers, Geologists and Geophysicists of Alberta. He is a member of the Society of Petroleum Engineers and a previous member of the Petroleum Society of Canada.
Knowledge Raymond Katti (age 52), Non-Executive Director
Mr. Katti resides in Namibia and is a recognised pioneer in the Namibian oil and gas sector. He founded and served as Chief Executive Officer of Kunene Energy (Pty) Ltd and was a founding shareholder and director of UNX Energy, which was subsequently acquired by HRT Participações em Petróleo S.A. Following the acquisition, he held the position of Business Development Manager for HRT in Namibia. In addition to his extensive experience in the upstream oil and gas industry, Mr. Katti serves as a director of Kombat Copper Mine and of Intaka Technologies, a healthcare technology company. Mr. Katti brings deep knowledge of Namibia's oil, gas, and mining sectors, as well as strong familiarity with the country's business environment, regulatory framework, and local practices, to the Board and management team. He holds a Bachelor of Commerce degree in Accounting, Economics, and Auditing from the University of Namibia and completed his professional articles with PricewaterhouseCoopers (PwC).
In addition to the Executive Directors named above (Mr. Bose and Mr. Uliel), the Company's senior management team comprises the following:
Jonathan Paul Gilmore (age 48), Chief Financial Officer and co-Company Secretary
Mr. Gilmore is the Chief Financial Officer and co-Company Secretary. He has extensive international, technical, corporate, and commercial finance experience within the natural resources sector. Mr. Gilmore's prior experience includes five years in audit managerial roles with EY London, focusing on mining and energy clients; internal audit and financial controller roles for mining and processing operations at Glencore's Kamoto Copper Company in the DRC; and serving as a Commercial Business Partner at Cushman & Wakefield in the UK. He joined Columbus Energy Resources Plc as Group Financial Controller in September 2018, ahead of its merger with Challenger Energy in 2020. Mr. Gilmore holds a Bachelor of Commerce (Accounting) from the University of Western Sydney and is a Fellow of the Institute of Chartered Accountants Australia and New Zealand.
Sean Austin (age 73), Financial Controller, co-Company Secretary & Treasurer
Mr. Austin has over 40 years of both domestic and international industry experience focussed on finance, accounting and administration. Working with Mr. Spickelmier, he is also currently the Controller for Discovery Energy Corp., an Australia focussed exploration and production company. Prior to joining the Company, he worked with Mr. Manner as a Director, VP and Chief Financial Officer for Irvine Energy USA, a wholly owned subsidiary of a UK public company. At Westside Energy, working with Mr. Spickelmier and Mr. Manner, he was a VP and Chief Financial Officer, Corporate Secretary and Treasurer. For more than two decades, Mr. Austin was employed by HESS and held senior management positions in New York, London and Houston. From 1995 to 1999, he was Vice President and Corporate Controller and subsequently was Vice President - Worldwide Exploration & Production Finance and Administration. He holds a BBA in Accounting from the University of Notre Dame and a MBA from the Amos Tuck School, Dartmouth College.
Randolph (Randy) Hiscock (age 65), Technical Lead & Uruguay Managing Director
Mr. Hiscock has extensive global energy expertise with specific focus on Latin America and the Caribbean. Mr. Hiscock has a proven track record of discovering hydrocarbons, deal/acreage delivery and offshore exploration management in Guyana, Brazil and Atlantic Canada. He was Shell's General Manager for the Americas New Venture and Business Development for approximately 10 years based in Houston. Before Shell, he was EnCana's South American VP for Exploration. Mr. Hiscock has a Master of Science (Geology) and an MBA in International Oil &Gas Studies from Memorial University in Canada and is a member of AAPG and PESGB.
Asset Profiles
Following are summary profiles for each asset in Sintana's portfolio.
Key developments during 2025 in relation to individual assets are discussed in the Management Discussion & Analysis of the Company's 2025 Financial Statements.
PEL 83
|
Asset |
PEL 83 (Mopane) |
|
Location |
Namibia offshore, Orange Basin |
|
Size |
9,954 km2 |
|
Ownership |
TotalEnergies - 40%; Galp - 40%; Custos - 10% (Sintana 49% of Custos); Namcor - 10% |
|
Operator |
TotalEnergies(1) |
|
Carry |
Custos carried through FID and development resulting in no expected capital exposure |
|
Resource |
Current Galp 3C reserve c. 1.3 billion barrels (gross); block potential stated by Galp to be up to 10 billion barrels resource potential(2) |
|
Key Attributes |
· Extensive Seismic, 5 exploration wells · Significant Light Oil Columns of High-Quality Reservoir Sands · Production testing at Mopane-1X achieved maximum infrastructure constrained flow rates (c.14,000 boepd) |
|
Stage |
Appraisal, FID target 2028; first oil target 2032 |
|
Next Steps |
3 new wells 2026 & 2027 |
Source: Galp Energia News Releases, Wood Mackenzie's 2025 Annual Exploration Survey
1. TotalEnergies is operator elect, subject to completion of Galp's announced farm-out of a 40% interest and operatorship to TotalEnergies- transaction subject to regulatory approvals in Namibia
2. Source: Galp announcements and Galp CPR
PEL 87
|
Asset |
PEL 87 |
|
Location |
Namibia offshore, Orange Basin |
|
Size |
10,947 km2 |
|
Ownership |
Pancontinental - 75%; Custos - 15% (Sintana 49% of Custos); Namcor - 10% |
|
Operator |
Pancontinental |
|
Carry |
Custos carried through FID |
|
Key Attributes |
· Contains one of the largest hydrocarbon complexes in Africa, comparable in setting to Venus and Mopane, with multiple stacked, high-quality reservoir targets · In mid-2023 the operator completed a 6,593 km2 3D seismic survey at an estimated cost of US$35 million- confirmed a large (2,400 km2) Aptian/Albian age above the Barremian‑Aptian source rock (Kudu Shale) which contains several reservoir sands with thickness generally between 200 to 300m · Current focus is on two primary exploration leads within the Saturn Complex |
|
Stage |
Exploration |
|
Next Steps |
Process is underway by operator to renew the licence and to secure a farm-in partner to fund exploration drilling - multiple prospects/leads will be targeted by a single well |
PEL 90
|
Asset |
PEL 90 |
|
Location |
Namibia offshore, Orange Basin |
|
Size |
5,433 km2 |
|
Ownership |
Chevron - 80%; Trago - 10% (Sintana 49% of Trago); Namcor - 10% |
|
Operator |
Chevron |
|
Carry |
None |
|
Key Attributes |
· Located next to the Venus Superfan, Sub-Saharan Africa's largest oil discovery · Chevron-led seismic and drilling programs provide valuable regional data and technical de‑risking · Kopana-1X well reached its target depth (TD) in mid-January 2025; well did not encounter commercial hydrocarbons (Trago was carried through this well) |
|
Stage |
Exploration |
|
Next Steps |
Chevron has announced its intention to proceed with planning and drilling operations associated with the Nabba-1X well expected to be drilled in Q4 2026 (Sintana will not be carried for future exploration drilling on this block, but will be carried for a subsequent appraisal drilling) |
PEL 79
|
Asset |
PEL 79 |
|
Location |
Namibia offshore, Orange Basin |
|
Size |
13,829 km2 |
|
Ownership |
Namcor - 67%; Giraffe - 33% (Sintana - 16.2% through 49% of Giraffe + an option to increase its Giraffe ownership to 67%) |
|
Operator |
Namcor |
|
Carry |
Yes |
|
Key Attributes |
· PEL 79 is located east of PEL 3, operated by BW Energy, home to the Kudu Gas Field - potential for the extension of the Kudu trend into this block · Work to date included 4,760 km2 of 2D seismic; 1,137 km2 of 3D seismic; and 1 well with gas shows from Kudu source rock · Prior analysis identified 19 prospects and leads, including the drill-ready Meerkat and Sitatunga, which could hold substantial un-risked oil and gas volumes and can be evaluated with a single well |
|
Stage |
Exploration |
|
Next Steps |
Licence extension July 2026; define commercial strategy |
PEL 82
|
Asset |
PEL 82 |
|
Location |
Namibia offshore, Walvis Basin |
|
Size |
11,464 km2 |
|
Ownership |
Chevron - 80%; Namcor - 10%; Custos - 10% (Sintana - 4.9% through 49% of Custos) |
|
Operator |
Chevron |
|
Carry |
Custos is carried for the upcoming exploration well |
|
Key Attributes |
· PEL 82 is considered one of the most technically advanced offshore opportunities in Namibia outside the Orange Basin · 3D seismic coverage (~7,920 km2) spans 70% of the total licence area (11,464 km2) · The Wingat-1 well (2013) confirmed regional extension and active petroleum systems in the Walvis Basin, recovering 38-41 degree API oil to surface |
|
Stage |
Exploration |
|
Next Steps |
Chevron assessing potential drill of a "basin opening" well, likely in the next 12 months |
PEL 37
|
Asset |
PEL 37 |
|
|
Location |
Namibia offshore, Walvis Basin |
|
|
Size |
17,295 km2 |
|
|
Ownership |
Paragon - 100%; Sintana has entered into a Letter of Intent which provides for a period of exclusivity to diligence potential investment for a 30% indirect interest in PEL 37 in the Walvis Basin(1) |
|
|
Operator |
Paragon |
|
|
Carry |
None |
|
|
Key Attributes |
· Relatively shallow water (100 - 1500m) with identified prospects at water depths between 300 and 600 m · High-impact opportunity with multiple large fans directly overlying a proven, mature oil‑prone Aptian source rock · Provides additional optionality associated with upcoming activity on PEL 82 where Chevron holds 80% and operatorship |
|
|
Stage |
Exploration |
|
|
Next Steps |
Due diligence and investment decision |
|
1. LOI entered into for exclusivity on potential investment for a 30% indirect interest in PEL 37, transaction pending DD and formal documentation - expected 1H 2026, with completion thereafter subject to conditions precedent, including regulatory approvals - expected in Q4 2026
PEL 103
|
Asset |
PEL 103 |
|
Location |
Namibia onshore, Waterberg Basin |
|
Size |
5,788 km2 |
|
Ownership |
Apprentice - 73%; Custos - 27% (Sintana - 13.2% though 49% of Custos)(1) |
|
Operator |
Apprentice |
|
Carry |
Yes |
|
Key Attributes |
· The Waterberg basin shares similarities with ReconAfrica's Kavango Basin acreage, as confirmed by Recon's initial Strat Test well (6-2) · PEL 103 is ~55 km southwest of ReconAfrica and contains Permian sediments likely holding similar hydrocarbons · Only a small portion of the Basin has been drilled; more untested sub-basins likely exist · The Naingopo-11-1 well, drilled to assess the Damara Fold Belt's potential, revealed oil indications, confirming an active petroleum system |
|
Stage |
Exploration |
|
Next Steps |
Licence renewal(1); exploration work |
1. PEL 103 initial exploration period ended 8 November 2025, renewal has been verbally approved but awaiting signature
Sources: (1) Netherland, Sewell & Associates, Inc. and ReconAfrica Presentations
AREA OFF-1
|
Asset |
AREA OFF-1 |
|
Location |
Uruguay offshore, Punte Del Este Basin · Distance offshore: 100 - 150 kms · Water depth: 50 - 1,000 m |
|
Size |
14,557 km2 |
|
Ownership |
Chevron - 60%; Custos - 40% |
|
Operator |
Chevron |
|
Carry |
Sintana carried for cost of 3D seismic and 50% of cost of 1st well (if drilled) |
|
Resource |
· ~1.2 bnboe Gross Prospective (mean) · Upside ~2.8 bnboe (3U) · Multiple prospects |
|
Key Attributes |
· Wells: Lobo and Gaviotin (1970's) · 2D seismic: ~5,000 kms, 2,075 kms reprocessed by Sintana in 2023 · 3D seismic: None (Chevron farm-in enable accelerated 3D) |
|
Stage |
Exploration |
|
Next Steps |
3D seismic acquisition underway; targeting well decision 2028 |
AREA OFF-3
|
Asset |
AREA OFF-3 |
|
Location |
Uruguay offshore, Pelotas · Distance offshore: 75 - 150 kms · Water depth: 25 - 1,000 m |
|
Size |
13,252 km2 |
|
Ownership |
Sintana - 100% |
|
Operator |
Sintana |
|
Carry |
None |
|
Resource |
· ~0.4 bnboe Gross Prospective (mean) · Upside ~0.9 bnboe (3U) · Multiple prospects, exploration upside |
|
Key Attributes |
· Wells: None on block · 2D seismic: ~4,000 kms, 2,075 kms reprocessed by Sintana in 2023 · 3D seismic: 1,250 km2 (~40% block coverage (legacy PGS 2012, reprocessed in 2025) · Strategic location, adjacent to Shell's AREA OFF-2, with overlapping common prospect (Amalia) · Adjacent play fairway and depositional setting analogous to the recent) Brazil ANP bid blocks acquired by Petrobras, Chevron, Shell and CNOOC |
|
Stage |
Exploration |
|
Next Steps |
Farm out process; additional technical work |
KON-16
|
Asset |
KON-16 |
|
Location |
Angola onshore, Kwanza Basin |
|
Size |
1,000 km2 |
|
Ownership |
Corcel - 95%; Sintana - 5%(1) |
|
Operator |
Corcel |
|
Carry |
None; Sintana has future royalty interest in addition to equity |
|
Key Attributes |
· The Kwanza Basin is under-explored; first discovery in 1955 with peak drilling in 1960's/70's, most recent exploration well was drilled in 1982 · 6 modern 2D Seismic lines (2010 TGS) and 1 exploration well drilled in 1960 (oil and gas shows) · KON-16 offers multiple exploration prospects, including a large multi-target play with formations similar to the 2012 Cobalt Cameia discovery offshore Angola · Other primary targets match the Tuenza well reservoirs; shallower secondary targets are also productive elsewhere in the basin |
|
Stage |
Exploration; Corcel 2D seismic completed Q1 26 |
|
Next Steps |
Corcel seeking to farm-down to fund a work program which will include the drilling of one exploration well |
1. Head of terms entered into for acquisition of interest in Angola asset, transaction pending formal documentation - expected around end April 2026, with completion thereafter subject to conditions precedent including regulatory approvals - expected Q4 2026
Environmental, Social and Governance
A. Environmental & Social Responsibility
Sintana operates its assets under stringent regulatory frameworks across all jurisdictions where hydrocarbon exploration and development activities are conducted. These regulations encompass all aspects of health, safety, environment and security ("HSE&S"). As a minimum standard, the Company complies fully with all applicable laws and regulations and where the Company has adopted more rigorous internal codes of practice, these higher standards prevail.
To oversee and support these commitments, the Company has established a Technical & HS&E Committee, which ensures that policies and practices remain robust and aligned with international best practice. The Company maintains robust HSE&S policies, procedures and management systems appropriate to the current and future stages of development of its relevant interests, including in particular in relation to those where a member of the Company is the operator. These systems are subject to ongoing review to ensure relevance, effectiveness and alignment with international best practice. The Company takes pride in its strong HSE&S track record.
The Company is committed to providing a safe, healthy and secure working environment for employees, contractors, consultants, service providers and visitors and aims to be an employer and partner of choice, contributing positively to the communities and nations where it operates. The Company acknowledges its duty of care to employees, contractors, suppliers and the communities in which it operates, and understands that its licence to operate depends on building trust and partnerships with all stakeholders, including local communities, partners and regulators / Governments. Business is conducted with integrity, transparency and in accordance with the highest ethical standards. Professional development is actively supported, and the Company fosters a respectful and collaborative working environment.
The Company recognises the environmental impact of its activities and is committed to measuring, managing and mitigating that impact wherever possible. Environmental responsibility remains a core priority and the Company is committed to minimising its ecological footprint and aims for zero environmental incidents.
B. Corporate Governance
Sintana operates in the energy sector, which is governed by stringent laws and regulations imposed by host Governments and international regulators, as well as often being the subject of intense public scrutiny. Additionally, as Sintana's shares are traded on the Toronto Stock Exchange Ventures market, the AIM Market of the London Stock Exchange, and the OTCQX Ventures Market in the United States, the Company is subject to various additional rules and regulations associated with being a publicly traded entity. Consequently, the Board is dedicated to upholding the highest standards of corporate governance at all times.
This includes complying with the corporate governance requirements of the TSX-V and applicable securities laws and policies in Canada, and complying, where it is able to, with the ten principles set out in the corporate governance guidelines for smaller quoted companies published by the QCA Code. In particular, the Directors are responsible for overseeing and embedding effective internal controls and promoting a culture of positive business and operational risk management including to ensure that proper accounting records are maintained, and that the financial and other information upon which business decisions are made, and which is issued for publication, is reliable and that the assets of the Company are safeguarded.
The Board formally meets at least twice per annum to review performance.
There were five formal meetings of the Board of Sintana in the period 1 January 2025 to 31 December 2025. In addition, there were a number of other ad-hoc gatherings of the Board through the period.
The Board has established several committees, being the audit and risk committee, the remuneration committee, the nomination committee and the technical and HSE committee. Each committee has formally delegated duties and responsibilities, as described below.
Audit and Risk Committee
The audit and risk committee has responsibility for reviewing and challenging the process for identification of risks, risk management frameworks and monitoring the integrity of the Company's financial statements, including monitoring the preparation of the annual and interim accounts, reports and any other formal announcement relating to its financial performance or prospects. The audit and risk committee has the responsibility for reviewing significant financial reporting issues, reviewing the effectiveness of the Company's internal control and risk management systems, compliance and fraud systems, monitoring the effectiveness of the internal audit function (if established) and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The audit and risk committee advises the Board independently of executive directors and external auditors when it considers the Company's corporate reporting. The audit and risk committee also has unrestricted access to the Company's external auditors.
The audit and risk committee is required to have at least three members and include members who, have between them, relevant financial experience and an overall understanding of management practices including risk management activities, both generally and in the Group's relevant industry.
The audit and risk committee currently comprises two non-executive directors and one executive director, Mr. Spickelmier, Mr. Uliel and Mr. McKendrick, and is chaired by Mr. Spickelmier. The audit and risk committee meets at least four times a year at appropriate times in the reporting and audit cycle, and otherwise as required.
Remuneration Committee
The remuneration committee has responsibility for determining and agreeing with the Board the policy for the remuneration of the Chairman, the Executive Directors and other designated senior executives. Within the terms of the remuneration policy in accordance with the principles and provisions of the QCA Code framework, the committee determines the total individual remuneration schemes that motivate management and promote the long-term growth of shareholder value with packages of such persons including, where appropriate, bonuses, incentive payments and Share Options, RSUs or other share awards. The remuneration of Non-Executive Directors shall be a matter for the Chairman and the Executive Directors and shall be within the limits set in the Articles. No Director is involved in any decision as to his or her own remuneration.
The remuneration committee currently comprises two non-executive directors, Mr. McKendrick and Mr. Manner, and is chaired by Mr. McKendrick. The remuneration committee meets at least twice a year and otherwise when required.
Nomination Committee
The nomination committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and giving consideration to succession planning. It is responsible for: (i) identifying and nominating, for the approval of the Board, candidates for vacancies on the Board when they arise; (ii) the structure and composition of the Board committee; and (iii) for monitoring the leadership needs of the organisation, both executive and non-executive to ensure the continued ability of the organisation to compete effectively in the market. It will keep up-to-date and informed about strategic issues and commercial changes affecting the Company.
The nomination committee currently comprise two non-executive directors and one executive director, Mr. McKendrick, Mr. Manner and Mr. Bose, and is chaired by Mr. McKendrick. The nomination committee meets at least once a year and otherwise as required.
Technical & HSE Committee
The Technical & HSE committee will have responsibility for continual monitoring of the principal technical risks faced by the Company, technical aspects of the Company's portfolio of assets, technical evaluation of potential new assets and technical work undertaken on existing assets, and monitoring of the Company's HSE performance, including incidents and reporting. The Technical & HSE committee is also responsible for recommending technical risk management and HSE policies to the Board.
The Technical & HSE Committee currently comprises one non-executive director, Mr. Manner, and two executive directors Mr. Bose and Mr. Uliel, and is chaired by Mr. Manner. In addition, the Technical and HSE committee is authorised to seek information from any officer or employee, and to invite Company technical personnel and external advisors to meetings. The Technical & HSE committee meets required.
C. Share Dealing Code and Insider Trading and Blackout Policy
The Company has adopted a share dealing code which is compliant with Article 19 of MAR and Rule 21 of the AIM Rules. The share dealing code applies to any person discharging management responsibility, including the Directors and senior management and any closely associated persons and applicable employees.
The Company also has an adopted insider trading and blackout policy which ensures compliance with Canadian securities laws and requirements under the TSX-V. In the event of conflict of both policies, the policy that imposes stricter restrictions prevails.
The share dealing code, together with the insider trading and blackout policy, impose restrictions beyond those that are imposed by law (including by the FSMA, MAR and other relevant legislation) and its purpose is to ensure that persons discharging managerial responsibility and persons connected with them do not abuse, and do not place themselves under suspicion of abusing, price-sensitive information that they may have or be thought to have. The share dealing code sets out a notification procedure which is required to be followed prior to any dealing in the Company's securities.
D. Dividend Policy
The Company does not currently intend to pay a dividend to its shareholders for the foreseeable future (and has not previously paid any dividends). Payment of future dividends, if any, will be at the discretion of the Board.
E. Internal Control
The Directors acknowledge their responsibility for Sintana's system of internal control and for reviewing its effectiveness. The system of internal control is designed to manage the risk of failure to achieve the Company's strategic objectives. It cannot totally eliminate the risk of failure but will provide reasonable, although not absolute, assurance against material misstatement or loss.
F. Anti-bribery and Corruption ('ABC')
Sintana enforces a zero-tolerance policy for bribery, corruption, or unethical conduct in our business. Our policies mandate compliance with applicable anti-bribery and corruption ("ABC") laws in the jurisdictions where we operate. We have implemented a documented system of ABC policies and procedures that provide a consistent framework across the Company and all its operations, ensuring our employees are aware of potential threats and maintaining appropriate governance of ABC matters. In 2025, all employees were required to attend mandatory ABC training.
G. Anti-Money Laundering ('AML')
Sintana is acutely aware of the risks posed by money laundering and terrorist financing. These criminal activities not only threaten society but also impact the Company, its partners, shareholders, and staff. The Company exercises the highest level of vigilance in all its operations to combat these threats. This vigilance also applies to third-party associates involved with the Company. Annual AML training is mandatory for all Sintana staff.
Independent Auditor's Report
To the Shareholders of Sintana Energy Inc.:
Opinion
We have audited the consolidated financial statements of Sintana Energy Inc. and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2025 and December 31, 2024, and the consolidated statements of loss and comprehensive loss, cash flows and changes in shareholders' equity for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025 and December 31, 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss and had negative cash flows from operations during the year ended December 31, 2025 and, as of that date, the Company had an accumulated deficit. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Acquisition of Challenger Energy Group Plc ("Challenger")
Key Audit Matter Description
We refer to Note 3.1 of the financial statements. During 2025, the Company completed a transaction with Challenger involving the acquisition of all the outstanding Challenger shares in exchange for shares of the Company. The Company concluded that the transaction did not meet the definition of a business under IFRS and therefore accounted for the transaction as an asset acquisition rather than a business combination.
Significant auditor judgment was required to evaluate the Company's determination that the transaction did not meet the definition of a business under IFRS. In addition, specialized skill and knowledge was required in evaluating the relevant IFRS guidance to assess the concentration of fair value in the assets acquired. Lastly, judgment was required in allocating the total consideration transferred to the identifiable assets acquired based on relative fair values.
Audit Response
We responded to this matter by performing audit procedures over the allocation of purchase consideration and accounting for the acquisition of Challenger. Our audit work in relation to this included, but was not restricted to, the following:
· We analyzed the signed purchase agreement to obtain an understanding of the key terms and conditions and to identify the necessary accounting considerations.
· We involved internal and external valuation professionals with specialized skills and knowledge, who assisted in assessing:
· the appropriateness of the valuation methodologies utilized;
· the reasonableness of certain valuation assumptions applied;
· the mathematical accuracy of the valuation calculations utilized in fair value analysis; and,
· the reasonableness of the discount rates applied in determining the fair value of assets.
Other Information
Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audits of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
· Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
· Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Scott Laluk.
MNP LLP
Chartered Professional Accountants
Calgary, Alberta
April 29, 2026
Corporate Directory
Directors
Keith Spickelmier
Non-Executive Chairman
Robert Bose
CEO & Executive Director
Eytan Uliel
President & Executive Director
Iain McKendrick
Non-Executive Director
Douglas Manner
Non-Executive Director
Knowledge Katti
Non-Executive Director
Co-Company Secretaries
Jonathan Gilmore
Chief Financial Officer
Sean Austin
Financial Controller & Treasurer
Registered Office
3300, 421
7th Avenue S. W.
Calgary, Alberta
Canada T2P 4K9
Principal Office
Office 4.01
88 Kingsway
London, United Kingdom, WC2B 6AA
Company Website
www.sintanaenergy.com
Listings
Exchange: TSX Venture
Trading Symbol: SEI
Cusip Number: 82938H
Exchange: OTCQX
Trading Symbol: SEUSF
Cusip Number: 82938H
Fiscal Year End: Dec 31
Exchange: AIM
Trading Symbol: SEI
ISIN Number: CA82938H1073
Auditors
MNP LLP
2000, 112 - 4th Avenue SW
Calgary, Alberta, Canada, T2P 0H3
Registrar and Transfer Agent
Computershare Trust Company of Canada
320 Bay Street, 14th Floor
Toronto, Ontario, Canada, M5H 4A6
UK Depository
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol, United Kingdom, BS13 8AE
Nominated Advisor
Zeus Capital Limited
82 King Street
Manchester, United Kingdom, M2 4WQ
Canadian Legal Counsel
Fogler, Rubinoff LLP
Scotia Plaza
40 King Street West, Suite 2400
Toronto, Ontario, Canada, M5H 3Y2
UK Legal Counsel
Pinsent Masons LLP
30 Crown Place, Earl Street
London, United Kingdom, EC2A 4ES
Independent Auditor's Report
To the Shareholders of Sintana Energy Inc.:
Opinion
We have audited the consolidated financial statements of Sintana Energy Inc. and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2025 and December 31, 2024, and the consolidated statements of loss and comprehensive loss, cash flows and changes in shareholders' equity for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025 and December 31, 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.
Basis for opinion
We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss during the year ended December 31, 2025 and, as of that date, the Company had an accumulated deficit. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.
Other information
Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audits of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
· Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
· Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Scott Laluk.
Calgary, Alberta
April 29, 2026
Chartered Professional Accountants
SINTANA ENERGY INC.
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)
AUDITED
Consolidated Statements of Financial Position
(Expressed in United States Dollars, Unless Otherwise Stated)
|
As at December 31, |
2025 |
2024 |
|
ASSETS |
|
|
|
Current assets |
|
|
|
Cash and cash equivalents |
10,315,705 |
12,591,728 |
|
Accounts receivable and other assets (note 7) |
1,647,503 |
252,839 |
|
Restricted cash (note 8) |
707,656 |
- |
|
Total current assets |
12,670,864 |
12,844,567 |
|
Non-current assets |
|
|
|
Investment in joint venture (note 9) |
9,692,658 |
9,070,018 |
|
Intangible assets (note 10) |
39,288,794 |
- |
|
Tangible assets (note 11) |
41,374 |
- |
|
Accounts receivable and other assets (note 7) |
431,155 |
- |
|
Total assets |
62,124,845 |
21,914,585 |
|
SHAREHOLDERS' EQUITY AND LIABILITIES |
|
|
|
Current liabilities |
|
|
|
Accounts payable and accrued liabilities (notes 12 and 22) |
4,259,512 |
157,049 |
|
Current income tax payable (note 21) |
58,298 |
201,710 |
|
Deferred compensation (note 22) |
604,939 |
954,939 |
|
Asset retirement obligation (note 13) |
2,703,739 |
71,308 |
|
Total current liabilities |
7,626,488 |
1,385,006 |
|
Non-current liabilities |
|
|
|
Deferred income tax liability (note 21) |
364,124 |
353,824 |
|
Total liabilities |
7,990,612 |
1,738,830 |
|
Shareholders' equity |
54,134,233 |
20,175,755 |
|
Total shareholders' equity and liabilities |
62,124,845 |
21,914,585 |
The accompanying notes are an integral part of these consolidated financial statements.
Nature of operations and going concern (note 1)
Subsequent events (note 25)
Approved on behalf of the Board:
(signed) (signed)
Robert Bose Eytan Uliel
Director Director
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in United States Dollars, Unless Otherwise Stated)
|
|
Year ended December 31, |
|
|
|
||
|
|
2025 |
2024 |
|
Operating expenses |
|
|
|
Exploration and evaluation expenditures (note 19) |
106,479 |
2,091,088 |
|
Foreign exchange (gain) loss |
104,699 |
(1,396,702) |
|
General and administrative (notes 20 and 22) |
10,258,135 |
7,361,576 |
|
Net loss before gain on accounts payable, interest income and joint venture loss |
(10,469,313) |
(8,055,962) |
|
Gain on accounts payable (note 12) |
- |
45,856 |
|
Interest income |
335,665 |
621,033 |
|
Joint venture loss (note 9) |
(31,360) |
(84,165) |
|
Net loss before income taxes |
(10,165,008) |
(7,473,238) |
|
Income tax expense |
|
|
|
Current income tax expense (note 21) |
(65,257) |
(201,764) |
|
Deferred income tax recovery (expense) (note 21) |
6,369 |
8,600 |
|
Total income tax expense |
(58,888) |
(193,164) |
|
Net loss for the year |
(10,223,896) |
(7,666,402) |
|
Net loss attributable to: |
|
|
|
Common shareholders |
(10,209,978) |
(7,687,955) |
|
Non-controlling interest |
(13,918) |
21,553 |
|
Net loss for the year |
(10,223,896) |
(7,666,402) |
|
Other comprehensive loss |
|
|
|
Items that will be reclassified subsequently to loss |
|
|
|
Exchange difference on translating foreign operations |
1,015,349 |
(2,615,700) |
|
Other comprehensive loss for the year |
1,015,349 |
(2,615,700) |
|
Net comprehensive loss for the year |
(9,208,547) |
(10,282,102) |
|
Net comprehensive loss attributable to: |
|
|
|
Common shareholders |
(9,194,629) |
(10,303,655) |
|
Non-controlling interest |
(13,918) |
21,553 |
|
Net comprehensive loss for the year |
(9,208,547) |
(10,282,102) |
|
Loss per share - basic and diluted (note 18) |
(0.03) |
(0.02) |
|
Weighted average number of common shares |
|
|
|
outstanding - basic and diluted (note 18) |
381,503,896 |
360,996,016 |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Cash Flows
(Expressed in United States Dollars, Unless Otherwise Stated)
|
|
Year ended December 31, |
|
|
|
||
|
|
2025 |
2024 |
|
Operating activities |
|
|
|
Net loss for the year |
(10,223,896) |
(7,666,402) |
|
Adjustment for: |
|
|
|
Joint venture loss (note 9) |
31,360 |
84,165 |
|
Share-based compensation (notes 16 and 17) |
5,978,695 |
4,040,963 |
|
Share-settled compensation |
373,477 |
- |
|
Gain on accounts payable (note 12) |
- |
(45,856) |
|
Foreign exchange |
104,699 |
(1,396,702) |
|
Deferred income tax recovery (expense) (note 21) |
(6,369) |
(8,600) |
|
Non-cash working capital items: |
|
|
|
Accounts receivable and other assets |
(431,257) |
(34,289) |
|
Accounts payable and accrued liabilities |
1,010,954 |
(27,300) |
|
Current income tax payable |
(143,411) |
201,764 |
|
Deferred compensation |
(350,000) |
(1,000,811) |
|
Net cash used in operating activities |
(3,655,748) |
(5,853,068) |
|
Investing activities |
|
|
|
Additional funding in joint venture (note 9) |
(219,589) |
(116,945) |
|
Cash acquired from the acquisition of Challenger Energy Group Plc (note 3.1) |
4,451,617 |
- |
|
Acquisition costs from the acquisition of Challenger Energy Group Plc (note 3.1) |
(3,745,627) |
- |
|
Cash acquired from the acquisition of Giraffe (note 3.2) |
- |
111 |
|
Net cash used in investing activities |
486,401 |
(116,834) |
|
Financing activities |
|
|
|
Options exercised (note 16) |
403,481 |
109,621 |
|
Warrants exercised (note 15) |
- |
15,879,240 |
|
Net cash provided by financing activities |
403,481 |
15,988,861 |
|
Net change in cash and cash equivalents |
(2,765,866) |
10,018,959 |
|
Effects of exchange rate changes on cash and cash equivalents |
489,843 |
(667,436) |
|
Cash and cash equivalents, beginning of year |
12,591,728 |
3,240,205 |
|
Cash and cash equivalents, end of year |
10,315,705 |
12,591,728 |
|
Cash |
9,510,895 |
11,818,802 |
|
Cash equivalents |
804,810 |
772,926 |
|
Total cash and cash equivalents |
10,315,705 |
12,591,728 |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Changes in Shareholders' Equity
(Expressed in United States Dollars, Unless Otherwise Stated)
|
|
Number |
|
|
|
|
|
|
|
|
|
of common |
|
|
|
Non- |
|
Other |
|
|
|
shares |
Share |
|
Contributed |
controlling |
|
comprehensive |
|
|
|
# |
capital |
Warrants |
surplus |
interest |
Deficit |
loss |
Total |
|
Balance, December 31, 2023 |
282,360,668 |
93,603,754 |
3,519,636 |
6,987,695 |
- |
(92,761,277) |
(884,732) |
10,465,076 |
|
Acquisition of non-controlling interest (note 3.2) |
- |
- |
- |
- |
(2,383) |
- |
- |
(2,383) |
|
Warrants exercised (note 15) |
87,176,546 |
19,333,984 |
(3,454,744) |
- |
- |
- |
- |
15,879,240 |
|
Restricted shares vested and converted to common shares (note 17) |
3,900,000 |
332,518 |
- |
(332,518) |
- |
- |
- |
- |
|
Options exercised (note 16(v)) |
1,146,907 |
207,037 |
- |
(97,416) |
- |
- |
- |
109,621 |
|
Warrants expired |
- |
- |
(64,892) |
64,892 |
- |
- |
- |
- |
|
Share-based compensation - stock options (note 16(iv)) |
- |
- |
- |
2,508,425 |
- |
- |
- |
2,508,425 |
|
Share-based compensation - restricted shares (note 17) |
- |
- |
- |
1,497,878 |
- |
- |
- |
1,497,878 |
|
Net loss and comprehensive loss for the year |
- |
- |
- |
- |
21,553 |
(7,687,955) |
(2,615,700) |
(10,282,102) |
|
Balance, December 31, 2024 |
374,584,121 |
113,477,293 |
- |
10,628,956 |
19,170 |
(100,449,232) |
(3,500,432) |
20,175,755 |
|
Restricted shares vested and converted to common shares (note 17) |
2,400,000 |
2,290,796 |
- |
(2,290,796) |
- |
- |
- |
- |
|
Options exercised (note 16(v)) |
4,128,090 |
811,895 |
- |
(408,414) |
- |
- |
- |
403,481 |
|
Acquisition of Challenger Energy Group PLC (note 3.1) |
126,731,086 |
35,950,774 |
- |
- |
- |
- |
- |
35,950,774 |
|
Share settled compensation |
2,512,943 |
837,827 |
- |
- |
- |
- |
- |
837,827 |
|
Share-based compensation - stock options (note 16(iv)) |
- |
- |
- |
2,136,605 |
- |
- |
- |
2,136,605 |
|
Share-based compensation - restricted shares (note 17) |
- |
- |
- |
3,838,338 |
- |
- |
- |
3,838,338 |
|
Share options cancelled |
- |
- |
- |
(93,999) |
- |
93,999 |
- |
- |
|
Net loss and comprehensive loss for the year |
- |
- |
- |
- |
(13,918) |
(10,209,978) |
1,015,349 |
(9,208,547) |
|
Balance, December 31, 2025 |
510,356,240 |
153,368,585 |
- |
13,810,690 |
5,252 |
(110,565,211) |
(2,485,083) |
54,134,233 |
The accompanying notes are an integral part of these consolidated financial statements.
Notes to Consolidated Financial Statements years ended December 31, 2025 and 2024
1. Nature of operations and going concern
Sintana Energy Inc. ("Sintana" or the "Company") is a Canadian crude oil and natural gas ('hydrocarbons") exploration and development company listed on the TSX Venture Exchange ("TSXV") under the symbol "SEI", and on the OTCQX market in the United States under the symbol "SEUSF". Following the acquisition of Challenger Energy Group Plc, which completed on December 16, 2025, the Company was also admitted to trading on the London Stock Exchange's AIM market, with its common shares admitted to trading on 23 December 2025. The registered office of the Company is located at The Canadian Venture Building, 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1 and the corporate headquarters and principal place of business of the Company is 88 Kingsway, London, WC2B 6AA, United Kingdom. Sintana is primarily engaged in hydrocarbons exploration and development activities in Namibia, Uruguay and Angola and also holds legacy interests in Colombia and the Bahamas that are non-core operations to the Group.
The Company primarily focuses on the acquisition, exploration, and potential development of crude oil and natural gas resources. The Company's primary assets in Namibia are held through its 49% interest in all of the issued and outstanding shares of Inter Oil (Pty) Ltd. ("Inter Oil") and through its 49% interest in all of the issued and outstanding shares of Giraffe Energy Investments (Pty) Ltd. ("Giraffe"). The Company's assets in Uruguay are held through its 100% interest in Challenger Energy Resources Limited ("Challenger"). Inter Oil is a private Namibian company which indirectly holds a strategic portfolio of offshore petroleum exploration licenses ("PEL") including (i) a 15% (Sintana: 7.35%) limited carried interest in PEL 87; and (ii) a 10% (Sintana: 4.9%) limited carried interests in each of PELs 82, 83 and 90. Inter Oil also holds a 30% (Sintana: 14.7%) interest in a subsidiary which, in turn, holds a 90% interest in onshore PEL 103. Giraffe holds a 33% Sintana 16.7%) limited carried interest in PEL 79 which governs Namibia offshore blocks 2815 and 2915. principal investments in Uruguay are a 40% interest in the OFF-1 licence and a 100% interest in the OFF-3 licence.
Sintana's portfolio of assets are an early stage of exploration and development and thus do not generate revenues, Sintana raises financing for its business activities. Sintana did not earn any operating income in 2025 and 2024. For the year ended December 31, 2025 the Company incurred a loss of $10,223,896 (2024 - $7,666,402), had negative cash flows from operations of $3,655,748 (2024 - $5,853,068), and had an accumulated deficit of $110,565,211 (2024 - $110,449,232). Sintana had working capital of $5,044,376 at December 31, 2025 (2024 - $11,459,561).
These consolidated financial statements have been prepared on a basis which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern. The Company's ability to continue as a going concern is dependent upon obtaining additional financing as and when required and eventually achieving profitable production. The certainty of funding for future expenditures and availability of additional financing sources cannot be assured at this time. These material uncertainties may cast significant doubt on the Company's ability to continue as a going concern and, accordingly, the ultimate use of accounting principles applicable to a going concern. These consolidated financial statements do not reflect any adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary should the going concern assumption be inappropriate.
It is noted that subsequent to the year end, on February 4, 2026, the Company announced that its relevant subsidiaries had entered into an agreement with a subsidiary of ExxonMobil to resolve the previously announced arbitration relating to the VMM-37 block in Colombia's Middle Magdalena Basin. Under the agreement, the Company agreed to conditionally assign its interests in VMM-37 in exchange for total cash consideration of $9 million, of which $3 million has been received to date net of bank charges, with the remaining $6 million payable upon receipt of governmental approvals and satisfaction of certain contractual conditions. The Company is working with ExxonMobil to obtain the required approvals and currently expects the balance to be received prior to the end of 2026, although there can be no assurance that all conditions will be satisfied. This subsequent event provides a material level of increased liquidity to the Company which, in addition to the Company's existing cash resources, supports the going concern assumption referred to above.
2. Material accounting policies and information
(a) Statement of compliance
These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee. The Board of Directors approved these consolidated financial statements on April 29, 2026.
(b) Functional and presentation currency
Following the acquisition of Challenger and its subsidiaries and the Company's subsequent admission to AIM in the United Kingdom, Sintana Energy Inc. has elected to change the presentation currency of its consolidated financial statements from Canadian Dollars ("CAD") to United States Dollars ("USD"), including comparative information for the year ended December 31, 2024.
The change in presentation currency was made as the expanded Company is primarily invested in offshore assets along the Atlantic Margin, where the majority of expected input costs are denominated in USD, and any future revenues or proceeds from asset sales, farm-downs or production are likely to be realized in USD. In addition, given the Company's listing on the TSXV, OTCQX and AIM, USD was considered to be a more appropriate presentation currency for the enlarged and diverse shareholder base.
Transactions in foreign currencies are translated into each subsidiary's functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the period-end exchange rate. Non-monetary items measured at historical cost are translated at the exchange rate at the date of the transaction, and non-monetary items measured at fair value are translated at the exchange rate at the date the fair value was determined. Foreign exchange differences arising on translation are recognized in the consolidated statement of loss and comprehensive loss, except for differences arising on the translation of foreign operations, which are recognized in other comprehensive income.
(c) Basis of presentation
These consolidated financial statements have been prepared on a historical cost basis except for the revaluation of certain financial instruments. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.
In the preparation of these consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of expenses during the period. Actual results could materially differ from these estimates.
(d) Basis of consolidation
The consolidated financial statements incorporate the financial statements of Sintana and its wholly-owned and partially owned subsidiaries:
|
Name |
Registered |
% of control |
|
Sintana Resources Corp. |
Ontario, Canada |
100% |
|
Mobius Resources Corp. |
Alberta, Canada |
100% |
|
1873520 Ontario Inc. |
Ontario, Canada |
100% |
|
Sintana Energy Finance Inc. |
Ontario, Canada |
100% |
|
Sintana Energy Exploration and Production Inc. |
Texas, United States |
100% |
|
Northbrook Oil and Gas LLC |
Texas, United States |
100% |
|
Patriot Energy Oil and Gas Inc. |
Panama |
100% |
|
Patriot Energy Services LLC Corp. |
Panama |
100% |
|
Patriot Energy (Colombia) |
Colombia |
100% |
|
Giraffe Energy Investments (Pty) Ltd. |
Namibia |
49% |
|
Challenger Energy Group Limited |
Isle of Man |
100% |
|
CEG (A) Limited |
Isle of Man |
100% |
|
BPC (B) Limited |
Isle of Man |
100% |
|
BPC (C) Limited |
Isle of Man |
100% |
|
BPC (D) Limited |
Isle of Man |
100% |
|
CEG (A) Limited |
Bahamas |
100% |
|
BPC Limited |
Bahamas |
100% |
|
Bahamas Offshore Petroleum Limited |
Bahamas |
100% |
|
Island Offshore Petroleum Limited (1) |
Bahamas |
100% |
|
Privateer Petroleum Limited |
Bahamas |
100% |
|
Sagrasso Petoleum Limited (1) |
Bahamas |
100% |
|
Columbus Oil & Gas Limited (1) |
Bahamas |
100% |
|
BPC Uruguay Holdings Limited |
England and Wales |
100% |
|
Columbus Energy Resources Limited |
England and Wales |
100% |
|
CEG Uruguay S.A |
Uruguay |
100% |
|
CEG OFF-3 Uruguay S.A |
Uruguay |
100% |
|
Compañia Petrolifera de Sedano S.L.U. (1) |
Spain |
100% |
(1) This entity is in the process of being wound up or liquidated as part of a restructuring exercise to simplify the overall group structure and reduce costs.
As noted, the Company's primary assets are held through its 49% interest in all of the issued and outstanding shares of Inter Oil. The Company's 49% investment in Inter Oil is accounted for as an investment in a joint venture using the equity method of accounting, as the Company has significant influence over this investment - accordingly, Inter Oil is not regarded as a subsidiary and is not included in the above table.
The results of subsidiaries acquired or disposed of during the years presented are included in the consolidated statements of loss and comprehensive loss from the effective date of acquisition and up to the effective date of disposal, as appropriate. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.
(e) Financial assets and liabilities
IFRS 9 - Financial Instruments ("IFRS 9") includes finalized guidance on the classification and measurement of financial assets. Under IFRS 9, financial assets are classified and measured either at amortized cost, fair value through other comprehensive income ("FVOCI") or fair value through profit or loss ("FVTPL") based on the business model in which they are held and the characteristics of their contractual cash flows.
All financial assets not classified at amortized cost or FVOCI are measured at FVTPL. On initial recognition, the Company can irrevocably designate a financial asset at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at FVTPL:
· It is held within a business model which objective is to hold the financial asset to collect the contractual cash flows associated with the financial asset instead of selling the financial asset for a profit or loss;
· Its contractual terms give rise to cash flows that are solely payments of principal and interest.
All financial instruments are initially recognized at fair value on the consolidated statement of financial position. Subsequent measurement of financial instruments is based on their classification. Financial assets and liabilities classified at FVTPL are measured at fair value with changes in those fair values recognized in the consolidated statement of loss and comprehensive loss for the period. Financial assets classified at amortized cost and financial liabilities are measured at amortized cost using the effective interest method.
Financial assets
Financial assets are classified as either financial assets at FVTPL, amortized cost, or FVOCI. The Company determines the classification of its financial assets at initial recognition.
i. Financial assets recorded at FVTPL
Financial assets are classified as FVTPL if they do not meet the criteria of amortized cost or FVOCI. Gains or losses on these items are recognized in profit or loss.
ii. Amortized cost
Financial assets classified as amortized cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.
The Company's cash and cash equivalents and accounts receivable, excluding HST and VAT, are classified as financial assets measured at amortized cost.
iii. Financial assets recorded at FVOCI
Financial assets are recorded at FVOCI when the change in fair value is attributable to changes in the Company's credit risk.
Financial liabilities
Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition.
i. Amortized cost
Financial liabilities are measured at amortized cost, include borrowings, are initially measured at fair value, net of transaction cost. They are subsequently measured at amortized cost using the effective interest method, with interest recognized on an effective yield basis.
The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest costs over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or to the next carrying amount or initial recognition.
The Company's accounts payable and accrued liabilities and deferred compensation do not fall into any of the exemptions and are therefore classified as measured at amortized cost.
ii. Financial liabilities recorded FVTPL
Financial liabilities are classified as FVTPL if they fall into amortized cost detailed above.
Transaction costs
Transaction costs associated with financial instruments, carried at FVTPL, are expensed as incurred, while transaction costs associated with all other financial instruments are included in the initial carrying amount of the asset or the liability.
Subsequent measurement
Instruments classified as FVTPL are measured at fair value with unrealized gains and losses recognized in profit or loss. Instruments classified as amortized cost are measured at amortized cost using the effective interest rate method. Instruments classified as FVOCI are measured at fair value with unrealized gains and losses recognized in other comprehensive loss.
Derecognition
The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
Expected credit loss impairment model
The Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses ("ECLs") resulting from all possible default events over the assets' contractual lifetime. The Company has established an allowance for ECLs that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. This rate is then adjusted based on management judgment to account for current economic conditions, counterparty's present financial condition and the term to maturity of the specified receivable balance. Actual credit loss may significantly differ from this estimate of provision.
Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof. The Company's expected credit loss provision was insignificant as at December 31, 2025 and 2024.
Impairment of financial assets
An ECL model applies to financial assets measured at amortized cost. The Company's financial assets measured at amortized cost and subject to the ECL model consist primarily of trade receivables. The Company applies the simplified approach to impairment for trade and other receivables by recognizing lifetime expected losses on initial recognition through both the analysis of historical defaults and a reassessment of counterparty credit risk in revenue contracts on an annual basis.
Financial instruments recorded at fair value
Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).
As of December 31, 2025 and 2024, none of Sintana's financial instruments are recorded at fair value in the consolidated statements of financial position.
(f) Impairment of non-financial assets
At the end of each reporting period, Sintana reviews the carrying amounts of its non-financial assets with finite lives to determine whether there are any indications that those assets have suffered an impairment loss. Where such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The recoverable amount is the higher of an asset's fair value less cost to sell or its value in use, which is determined using discounted estimated future net cash flows. In addition, long-lived assets that are not amortized are subject to an annual impairment assessment.
(g) Cash equivalents
Cash equivalents comprise guaranteed investment certificates with an original maturity of three months or less, and which are readily convertible into a known amount of cash. Sintana does not invest in any asset-backed deposits/investments. Restricted cash is not included within cash and cash equivalents (refer to note 8 for details of restricted cash).
(h) Provisions
A provision is recognized when Sintana has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Sintana had no material provisions at December 31, 2025 and 2024 other than the asset retirement obligation and provision.
(i) Asset retirement obligations ("ARO")
A legal or constructive obligation to incur restoration, rehabilitation and environmental costs may arise when environmental disturbance is caused by the exploration, development or ongoing production of an oil and gas property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized to the carrying amount of the asset, as soon as the obligation to incur such costs arises, whether at the start of each project or on an ongoing basis during production. Discount rates using a pretax rate that reflects the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either a unit of production or the straight-line method as appropriate under IFRS. The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation.
(j) Exploration and evaluation expenditures
Sintana expenses exploration and evaluation expenditures as incurred for oil and gas prospects not commercially viable and financially feasible. Exploration and evaluation expenditures include acquisition costs of oil and gas prospects, property option payments and evaluation activities.
Once a project has been established as commercially viable and technically feasible, related development expenditures are capitalized. This includes costs incurred in preparing the site for production operations. Capitalization ceases when the oil and natural gas reserves are capable of commercial production, with the exception of development costs that give rise to a future benefit.
Exploration and evaluation expenditures are capitalized if Sintana can demonstrate that these expenditures meet the criteria of an identifiable intangible asset. To date, no such exploration and evaluation expenditures have been identified and capitalized.
(k) Share-based payment transactions
The fair value of stock options granted to employees and consultants is recognized as an expense over the vesting period with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee, including directors of Sintana.
The fair value is measured at the grant date and recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. Share-based payments to non-employees are measured at fair value of services provided, measured on the service date and recorded over the service period. At the end of each reporting period, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest.
(l) Restricted share units ("RSUs")
Under the Company's restricted share unit plan, employees and directors are granted RSUs where each RSU has a value equal to one Sintana common share. RSUs are measured at fair value on the grant date. The fair value of RSUs is recognized as a charge to share-based compensation as a general and administrative expense over the vesting period with a corresponding increase in equity. RSUs expected to settle in cash are reclassified as a liability and valued at fair value at period end.
(m) Income taxes
Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive loss, in which case the income tax is also recognized directly in equity or other comprehensive loss.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates an laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.
(n) Loss per share
The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined using the treasury stock method by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares.
(o) Interest in joint ventures
A joint venture can take the form of a jointly controlled entity, jointly controlled operation or jointly controlled assets. A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity that is subject to joint control (i.e. when the strategic financial and operating policy decisions relating to the activities of the joint venture require the unanimous consent of the parties sharing control).
When the Company undertakes its activities under joint venture arrangements, its share of jointly controlled assets and any liabilities incurred jointly with other venturers are recognized in the consolidated financial statements and classified according to their nature. Liabilities and expenses incurred directly in respect of interest in jointly controlled assets are accounted for on an accrual basis.
Joint venture arrangements that involve the establishment of a separate entity in which each venture has an interest are referred to as jointly controlled entities. The Company reports its interest in jointly controlled entities using the equity method.
The Company annually assesses whether there is any objective evidence that its investment in a joint venture is impaired. If impaired, the carrying value of the Company's share of the underlying assets of associates is written down to its estimated recoverable amount (being the higher of fair value less costs of disposal or value in use) and charged to the consolidated statement of comprehensive loss.
The Company is accounting for its investment in Inter Oil, as a joint venture (refer to note 9).
(p) Segment reporting
The Company determines and presents operating segments based on information that is internally provided to the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), who are the Company's chief operating decision makers. An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. An operating segment's operating results, for which discrete financial information is available, are reviewed regularly by the CEO and CFO to make decisions about resources to be allocated to the segment and assess its performance. The Company has one operating segment which is the exploration and development of oil and gas properties, however for reporting purposes, segmented information is presented across four geographical segments: Uruguay (operating), Namibia (operating), Corporate (including Canada, the United States, the United Kingdom and the Isle of Man) and Non-operating (including Colombia, Panama, The Bahamas and Spain).
(q) Non-controlling interest
Non-controlling interest represents the minority shareholders' interest in the Company's less than wholly-owned subsidiary. On initial recognition, non-controlling interest is measured at its proportionate share of the acquisition-date fair value of identifiable net assets of the related subsidiary acquired by the Company. Subsequent to the acquisition date, adjustments are made to the carrying amount of non-controlling interest for the minority shareholders' share of changes to the subsidiary's equity. Changes in the Company's ownership interest that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received shall be recognized directly in equity and attributed to the owners of the parent.
(r) Significant accounting judgments and estimates
The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future events. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates
Significant assumptions made by management about the future could result in material adjustments to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
· The Company uses the asset and liability method in accounting for deferred income taxes. Under this method, deferred income taxes are recognized for the estimated future income tax liabilities. In preparing these estimates, management is required to interpret substantially enacted legislation as well as economic and business conditions along with management's tax and corporate plans which may impact taxable income in future periods. Deferred income tax assets are recognized only to the extent that it is probable that future taxable income will be available against which the temporary differences can be utilized.
· Management determines the fair value of warrants and stock options using the Black-Scholes option pricing model. The estimate of share-based compensation and warrants require the selection of an appropriate valuation model and consideration of the inputs necessary for the model chosen. The Company has made estimates of the volatility of its own shares, the probable life of options and warrants granted, interest rates, and the time of exercise of those options and warrants.
· Provision (included in accounts payable and accrued liabilities): Management estimates the probability each year for the likelihood of the provision. Changes to the probability can affect the carrying value of the provision.
·
· The Company has applied judgement in determining whether the acquisition of Challenger Energy Group Plc constitutes a business combination under IFRS 3 or an asset acquisition. Although control was obtained in accordance with IFRS 10, management concluded that the acquired set does not meet the definition of a business, as substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets (being the Uruguay exploration licences). Accordingly, the optional concentration test under IFRS 3 was met, and the transaction has been accounted for as an asset acquisition, with no goodwill recognized.
· The Company has also applied judgement in assessing indicators of impairment for exploration and evaluation assets recognized following the acquisition of Challenger Energy Group Plc, in accordance with IFRS 6. Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount may exceed the recoverable amount. Such indicators include, but are not limited to, expiry or expected non-renewal of licence interests, absence of planned or budgeted substantive exploration expenditure, unsuccessful exploration results, or a decision to discontinue activities in a specific area. In making this assessment, management considers the status of ongoing exploration programmes, technical results, commercial viability, and available funding. Where indicators of impairment are identified, a formal impairment test is performed, which requires significant judgement in estimating recoverable amounts.
· ARO has been determined based on the estimated settlement amounts. Assumptions, based on the current economic environ-ment, have been made which management believes are a reasonable basis upon which to estimate the future liability. These estimates take into account any material changes to the assumptions. Estimates are reviewed quarterly and are based on current regulatory requirements. Significant changes in estimates of contamination, restoration standards and techniques will result in changes to liability on a quarterly basis. Actual rehabilitation costs will ultimately depend on the settlement amount for actual rehabilitation costs which will reflect the market condition at the time costs are incurred. The final cost may be higher or lower than the currently recognized rehabilitation provision.
Critical accounting judgments
· The assessment of the Company's ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenses, meet its liabilities for the upcoming year and fund planned projects, involves significant judgment based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Given the judgment involved, actual results may lead to a materially different outcome.
· Joint venture: Pursuant to the acquisition of 49% of the outstanding shares of Inter Oil on March 8, 2022, the Company determined that the acquisition is a form of joint venture and the Company is required to account for its share in the joint venture company by using the equity method.
(s) Accounting standards effective this year and future applicable accounting standards
Accounting standards effective this year
The Company adopted no new IFRSs and interpretations during 2025.
Future applicable accounting standards
The following new standards and amendments to standards have been issued as at December 31, 2025 but are not yet effective. The Company does not plan to early adopt any of these new or amended standards and interpretations.
Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures:
In May 2024, the IASB issued amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures to clarify the date of recognition and derecognition of some financial liabilities settled using an electronic payment system before the settlement date. The amendments also clarify the classification of certain financial assets and introduce disclosure requirements for financial instruments with contingent features and equity instruments classified at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, and are to be applied retrospectively; restatement of prior periods is not required. The Company is currently evaluating the potential impact of these amendments on the Company's consolidated financial statements.
IFRS 18, Presentation and Disclosure in Financial Statements:
IFRS 18, issued in April 2024, replaces IAS 1, Presentation of Financial Statements and establishes the overall requirements for presentation and disclosures in the financial statements, including a new defined structure for the statement of profit or loss and specific disclosure requirements related to management-defined performance measures. IFRS 18 also enhances guidance on how to group information within the financial statements. IFRS 18 is effective for annual periods beginning on or after January 1, 2027, including interim financial statements, and is to be applied retrospectively. The Company has not yet determined the impact of this standard on its consolidated financial statements.
3.1 Acquisition of Challenger Energy Group Plc
On October 9, 2025, the Company announced that it has reached an agreement with Challenger Energy Group Plc ("Challenger") on the terms of an all-share acquisition pursuant to which Sintana would acquire all of the issued and to be issued ordinary share capital of Challenger (the "Challenger Acquisition"). The Challenger Acquisition was 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"). Under the terms of the Challenger Acquisition, Challenger shareholders received approximately 0.4705 common shares of Sintana for each Challenger ordinary share held.
On 12 December 2025, the Scheme was sanctioned by the Isle of Man Court and the Scheme became effective on 16 December 2025. As a result, Sintana acquired the entire issued and to be issued share capital of the Company, and Challenger became a wholly-owned subsidiary of Sintana. Admission of the common shares of Sintana (including those issued as consideration in accordance with the Scheme) to trading on AIM became effective on 23 December 2025, and Challenger's ordinary shares were cancelled from trading on AIM.
The Challenger Acquisition did not meet the definition of a business combination under IFRS 3, Business Combination. Accordingly, the Challenger Acquisition was accounted for as an asset acquisition.
The following table summarizes the fair value of the purchase price and the allocation to net assets acquired:
|
Purchase Price Consideration |
|
|
Consideration shares issued to acquire all the share in Challenger (126,731,086 Sintana common shares issued) |
35,950,774 |
|
Costs related to the Challenger Acquisition |
3,745,627 |
|
|
39,696,401 |
|
|
|
|
Net Assets Acquired (Fair Value) |
|
|
Statement of financial position |
|
|
Cash and cash equivalents |
4,451,617 |
|
Accounts receivable and other assets |
1,394,562 |
|
Tangible assets |
41,417 |
|
Intangible assets |
39,288,794 |
|
Restricted cash |
707,602 |
|
Accounts payable and other liabilities |
(3,555,859) |
|
Asset retirement obligation |
(2,631,732) |
|
Total |
39,696,401 |
|
|
|
|
Cash inflows |
|
|
Cash and cash equivalents acquired |
4,451,617 |
|
Costs related to the Challenger Acquisition (capitalized to intangible costs) |
(3,745,627) |
|
Net cash inflows |
705,990 |
3.2 Acquisition of Giraffe (2024)
On April 24, 2024, the Company entered into a definitive agreement with Crown Energy (Pty) Ltd. ("Crown"), a private Namibian company, providing for the acquisition (the "Giraffe Acquisition") by the Company from Crown of up to 67% of the issued and outstanding shares of Giraffe. Giraffe holds a 33% limited carried interest in PEL 79 which governs Namibia offshore blocks 2815 and 2915. The Giraffe acquisition was structured as an initial purchase of 49% of the issued and outstanding shares of Giraffe from Crown for cash consideration of $2,000,000, with the Company being granted an option to increase its ownership up to an aggregate 67% interest in Giraffe over a period of five years for an additional cash payment at the time of exercise of $1,000,000. This option remains outstanding and has not as yet been exercised by the Company. On June 10, 2024, the Company announced that it had completed the Giraffe Acquisition.
Following completion, and although the Company only owned approximately 49% of Giraffe and less than half of its voting power, management determined that the Company controlled Giraffe, on a de facto power basis, because the option to increase ownership from 49% to 67% is exercisable immediately, without any significant legal, procedural, or financial barriers, making it a substantive potential voting right. When combined with Sintana's existing 49% ownership, the exercisability of the option provides Sintana with the current ability to direct Giraffe's relevant activities, including the approval of exploration budgets, capital expenditures, and operational strategies for PEL 79. Furthermore, it was determined that the requirement for 100% unanimous approval of fundamental decisions will not preclude Sintana from directing the relevant activities, even upon exercising the additional 18% option: the requirement grants Crown a protective right rather than limiting Sintana's ability to exercise control over the relevant activities of Giraffe.
The Giraffe Acquisition did not meet the definition of a business combination under IFRS 3, Business Combination. Accordingly, the Giraffe Acquisition was accounted for as an asset acquisition. The Company recorded a total of $2,037,903 in exploration and evaluation expenditures to the consolidated statement of loss and comprehensive loss which is the excess of the consideration paid over the fair value of the identifiable net assets.
The following table summarizes the fair value of the purchase price and the allocation to net assets acquired:
|
Purchase Price Consideration |
|
|
Cash payment |
2,000,000 |
|
Costs related to the Giraffe Acquisition |
35,614 |
|
|
2,035,614 |
|
|
|
|
Net Assets Acquired (Fair Value) |
|
|
Statement of financial position |
|
|
Cash and cash equivalents |
218 |
|
Accounts payable and other liabilities |
(4,890) |
|
Non-controlling interest on acquisition |
2,383 |
|
Statement of loss and comprehensive loss |
|
|
Exploration and evaluation expenditures |
2,037,903 |
|
Total |
2,035,614 |
|
|
|
|
As at the Giraffe Acquisition date, unrelated parties owed 51% in the net liabilities of Giraffe: |
|
|
Total net liabilities on the date of acquisition |
(4,672) |
|
% of equity held |
51% |
|
Total value of non-controlling interest on acquisition |
(2,383) |
4. Capital risk management
Sintana manages its capital with the following objectives:
· ensure sufficient financial flexibility to achieve its ongoing business objectives;
· maximize shareholder value.
Sintana monitors its capital structure and makes adjustments, as deemed necessary, in an effort to meet its commitments and objectives. Sintana can manage its capital structure by issuing additional shares and debt, purchasing outstanding shares, reducing participation interests, adjusting capital spending and operating costs, and / or disposing of assets. The cash forecast and capital structure are reviewed by management and the Board of Directors on an ongoing basis. There were no changes to how management manages its capital during 2025.
Sintana considers its financial capital to be shareholders' equity, which comprises share capital, warrants, contributed surplus (which includes stock options and RSUs), non-controlling interest, deficit, and other comprehensive income which at December 31, 2025 totaled a shareholders' equity of $54,134,233 (2024 - $20,175,755).
Sintana monitors its sources and uses of capital through its financial and operational forecasting processes. Sintana reviews its working capital and forecasts the timing and amounts of its future cash flows based on anticipated operating and overhead expenditures, and other investing and financing activities. The forecast is updated periodically based on current and planned activities related to its oil and natural gas participation interests. Forecast summaries are provided to the Board of Directors.
Sintana's capital management objectives, policies and processes remained unchanged during the year ended December 31, 2025 The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than Policy 2.5 of the TSXV which requires adequate working capital or financial resources of the greater of (i) CAD$50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months. As of December 31, 2025, the Company was compliant with Policy 2.5.
5. Financial risk management
Financial risk
Sintana's activities expose it to a variety of financial risks, including credit risk, liquidity risk and market risk (including interest rates and foreign exchange risks).
Risk management is carried out by Sintana's management team with guidance from the Board of Directors.
(i) Credit risk
Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and cash equivalents, accounts receivable, excluding HST and VAT and deferred consideration arising following the acquisition of Challenger Energy Group Plc. All of the Company's cash and cash equivalents is held with large, well-known and established financial institutions. As such, management considers credit risk related to these financial assets to be minimal.
Accounts receivable primarily consist of indirect tax receivables (HST/VAT) and other receivables. Deferred consideration balances represent amounts receivable from Predator Oil & Gas Holdings Plc ("Predator") in connection with a prior transaction. Under the terms of the agreement, additional consideration of $500,000 is receivable within 12 months (expected in August 2026), with further amounts of $250,000 receivable on December 31, 2026 and $250,000 on December 31, 2027. Management has assessed the credit risk associated with the Predator receivable as low taking into account that an initial $500,000 cash payment was received from Predator upon completion of the transaction as well as management's assessment of Predator's financial capacity to meet its remaining obligations.
The Company's exposure to credit risk is concentrated in respect of the receivable from Predator, however, this concentration is not considered significant given the factors noted above. Management believes that the credit risk concentration with respect to financial instruments included in accounts receivable is remote since the Company does not have any receivables other than HST and VAT and the receivable balance from Predator.
(ii) Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company's liquidity and operating results may be adversely affected if its access to capital markets is hindered, whether as a result of a downturn in economic conditions generally or matters specific to Sintana. The Company generates cash flow primarily from its financing activities.
Most of the Company's financial liabilities have contractual maturities of less than 90 days and are subject to normal trade terms. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as liquidity. Sintana had a cash and cash equivalents balance of $10,315,705 (2024 - $12,591,728) and working capital of $5,044,376 at December 31, 2025 (2024 - $11,459,561).
(iii) Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.
(a) Interest rate risk
The Company's current policy is to invest excess cash in short-term guaranteed investment certificates or money market funds of major Canadian chartered banks. Accordingly, the Company is not subject to material interest rate risk.
(b) Foreign currency risk
The Company is exposed to foreign currency risk through transactions denominated in currencies other than the functional currency of the relevant Company's entities. Foreign currency risk arises primarily from the Company's monetary assets and liabilities denominated in USD, CAD, British pounds sterling ("GBP"), Euros ("EUR"), Namibian dollars and Uruguayan pesos.
The Company's financial statements are presented in USD, which is the Company's presentation currency. The functional currency of the Company and certain subsidiaries is CAD, while other subsidiaries have functional currencies including USD, CAD, GBP, EUR, Namibian dollars and Uruguayan pesos.
The Company maintains bank accounts in multiple jurisdictions including the Isle of Man, the United Kingdom, Canada, the United States, Namibia, Uruguay, Colombia and The Bahamas. The Company does not currently use derivative financial instruments to hedge its exposure to foreign currency fluctuations.
The following table presents the USD equivalent balances of monetary items denominated in currencies other than the relevant functional currency:
|
December 31, |
2025 |
2024 |
|
Financial assets |
4,624,819 |
3,314,285 |
|
Financial liabilities |
(2,592,115) |
- |
Sensitivity analysis
The sensitivity analysis below reflects the impact on the Company's loss and comprehensive loss of reasonably possible changes in foreign exchange rates on monetary assets and liabilities denominated in currencies other than the functional currency of the relevant Company entities. The results of the analysis are presented in the Company's presentation currency, USD. Exposures to USD may arise within subsidiaries whose functional currency is not USD.
|
|
Profit or loss sensitivity |
|
|
|
10% increase |
10% decrease |
|
Year ended 31 December 2025 |
$ 000's |
$ 000's |
|
US dollars |
388,045 |
(388,045) |
|
British Pounds Sterling |
(185,937) |
185,937 |
|
Columbian pesos |
595 |
(595) |
|
Uruguay pesos |
567 |
(567) |
|
Total |
203,270 |
(203,270) |
|
|
|
|
|
Year ended 31 December 2024 |
|
|
|
US dollars |
330,660 |
(330,660) |
|
Columbian pesos |
768 |
(768) |
|
Total |
331,428 |
(331,428) |
The sensitivity analysis reflects the impact of reasonably possible changes in foreign exchange rates on monetary assets and liabilities denominated in currencies other than the functional currency of the relevant Company entities. As the Company does not have financial instruments whose foreign exchange movements are recognized directly in equity, there is no impact on equity from the sensitivities presented above.
6. Fair value measurements of financial instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. The Company does not have financial instruments that require to be measured at fair value on a recurring basis.
The Company has not offset financial assets with financial liabilities.
The carrying value of the Company's cash and cash equivalents, accounts receivable excluding HST and VAT, accounts payable and accrued liabilities and deferred compensation is close to fair value due to their short-term maturity.
7. Accounts receivable and other assets
|
|
As at |
As at |
|
|
December 31, |
December 31, |
|
|
2025 |
2024 |
|
Current trade and other receivables |
|
|
|
Accounts receivable (1) |
392,047 |
68,756 |
|
Prepaids and other advances |
255,456 |
184,083 |
|
Deposit - Corcel (2) |
500,000 |
- |
|
Deferred consideration (3) |
500,000 |
- |
|
Total |
1,647,503 |
252,839 |
|
Non-current trade and other receivables |
|
|
|
Deferred consideration (3) |
431,155 |
- |
|
Total |
431,155 |
- |
(1) Accounts receivable balances are predominantly comprised of HST and VAT amounts recoverable from the subsidiaries' respective tax jurisdictions.
(2) The deposit to Corcel represents a $500,000 deposit paid during the year in respect of the KON-16 transaction. See note 24 for further details.
(3) Deferred consideration represents amounts due to Challenger Energy Limited following the disposal of its Trinidad operations, which completed in August 2025. The deferred consideration due from that transaction comprises $500,000 payable in cash on August 30, 2026, $250,000 payable on December 31, 2026, and a further $250,000 payable on December 31, 2027. The deferred consideration amounts due in December 2026 and 2027 have been discounted and classified as non-current deferred consideration amounting to $431,155.
8. Restricted cash
|
|
As at |
As at |
|
|
December 31, |
December 31, |
|
|
2025 |
2024 |
|
Credit card security |
7,656 |
- |
|
Licence related restricted bank deposits Licence (1) |
700,000 |
- |
|
|
707,656 |
- |
(1) Licence related restricted bank deposits are cash amounts held in separately identified Company bank accounts pledged in support of fulfilment of work programme commitments on specific licences, and to which access is restricted until those work program commitments are met. As at December 31, 2025 this consisted of $700,000 (2024 - nil) relating to the Company's Uruguay licences.
9. Investment in joint venture
|
Balance, December 31, 2023 |
9,777,673 |
|
|
Additional funding in joint venture |
116,945 |
|
|
Sintana's 49% share of Inter Oil's net loss for the year ended December 31, 2024 |
(84,165) |
|
|
Foreign exchange adjustments |
(740,435) |
|
|
Balance, December 31, 2024 |
9,070,018 |
|
|
Additional funding in joint venture |
219,589 |
|
|
Sintana's 49% share of Inter Oil's net loss for the year ended December 31, 2025 |
(31,360) |
|
|
Foreign exchange adjustments |
434,411 |
|
|
Balance, December 31, 2025 |
9,692,658 |
|
On March 8, 2022, the Company completed the acquisition of 49% of the outstanding shares of Inter Oil. Inter Oil is a private Namibian company which indirectly holds a strategic portfolio of onshore and offshore PELs in Namibia including (i) a 15% (Sintana: 7.35%) limited carried interest in PEL 87; (ii) a 10% (Sintana: 4.9%) limited carried interest in each of PELs 82 and 83; and (iii) a 10% (Sintana: 4.9%) limited carried interest in PEL 90. Inter Oil also holds a 30% (Sintana: 14.7%) interest in a subsidiary which, in turn, holds a 90% interest in onshore PEL 103.
The consideration for the acquisition consisted of a cash payment of $4,000,000 and the issuance of an aggregate of 34,933,333 common shares of the Company (issued and valued at CAD$8,034,667).
The following is the net loss of Inter Oil and the proportionate share of net loss for the Company's ownership interest for the twelve months ended December 31, 2025.
|
|
2025 |
2024 |
|
Net loss |
(64,000) |
(173,806) |
|
Proportionate share of net loss |
(31,360) |
(84,165) |
10. Intangible assets
|
Cost |
|
|
At January 1, 2025 |
- |
|
Acquisition of Challenger Energy Group Plc (note 3.1) |
39,288,794 |
|
Foreign exchange adjustments |
- |
|
Balance, December 31, 2025 |
39,288,794 |
|
|
|
|
Net book value |
|
|
At, December 31, 2025 |
39,288,794 |
|
At, December 31, 2024 |
- |
11. Tangible assets
|
Cost |
|
|
At January 1, 2025 |
- |
|
Acquisition of Challenger Energy Group Plc (note 3.1) |
41,417 |
|
Foreign exchange adjustments |
(43) |
|
Balance, December 31, 2025 |
41,374 |
|
|
|
|
Net book value |
|
|
At, December 31, 2025 |
41,374 |
|
At, December 31, 2024 |
- |
12. Accounts payable and accrued liabilities
Accounts payable and accrued liabilities of the Company are principally comprised of amounts outstanding relating to general operating and administrative activities and a dormant arbitration of disputed joint venture cash calls:
|
|
As at |
As at |
|
|
December 31, |
December 31, |
|
|
2025 |
2024 |
|
Accounts payable |
2,986,637 |
38,835 |
|
Accrued liabilities |
1,272,875 |
118,214 |
|
|
4,259,512 |
157,049 |
|
The following is an aged analysis of accounts payable and accrued liabilities: |
|
|
|
|
As at |
As at |
|
|
December 31, |
December 31, |
|
|
2025 |
2024 |
|
Less than 1 month |
3,531,061 |
128,719 |
|
1 to 3 months |
240,920 |
10,232 |
|
Greater than 3 months |
487,531 |
18,098 |
|
|
4,259,512 |
157,049 |
Accounts payable and accrued liabilities include amounts totaling approximately $1,266,735 (2024 - $157,049) that are considered to be of a routine working capital nature and are expected to be settled in the ordinary course of business. The remainder of trade and other payables (including accruals) comprises amounts due in respect of the acquisition of Challenger, which completed in December 2025, amounting to $2,524,840 (2024 - nil). In addition, the total trade and other payables balance includes an accrual of $467,937 for a potential insurance exposure, arising from the final cost of the Perseverance-1 well in The Bahamas (dating back to 2021) exceeding the original estimate. However, this matter remains unresolved with the insurers as of the date of this report. During the year ended December 31, 2025, the Company recorded a gain on accounts payable of nil (2024 - $45,856) in the consolidated statements of loss and comprehensive loss related to the decrease in the probability of the provision being paid.
13. Asset retirement obligation
As at December 31, 2025, the Company had estimated the net present value of its total ARO to be $2,703,739 (2024 - $71,308). The settlement period is estimated to occur within the next twelve months. The ARO Is made up of the following amounts:
1) CAD$102,312 was acquired upon completion of the Mobius Business Combination in August 2015 and relates to a well in the Duvernay formation in Alberta. The settlement period is expected to occur in the next 12 months.
2) As part of the Challenger Acquisition in December 2025, a decommissioning provision as well as various site restoration obligations for certain facilities became incorporated into the Company's financial statements. All of these are obligations of a Spanish subsidiary company, dating back approximately 10 years. The decommissioning provision is undiscounted and uninflated, as the field is no longer in operation. The Spanish subsidiary is currently in the process of being liquidated, and management expects that the decommissioning provision relating to the Spanish company will be released upon completion of this process, with no cash impact to the Company.
Both provisions were estimated by suitably qualified independent experts with the appropriate technical expertise to assess decommissioning costs in the relevant jurisdictions, taking into account applicable local regulatory requirements.
|
Balance, December 31, 2023 |
77,138 |
|
Foreign exchange adjustments |
(5,830) |
|
Balance, December 31, 2024 |
71,308 |
|
Acquisition of Challenger Energy Group Plc (note 3.1) |
2,631,732 |
|
Foreign exchange adjustments |
699 |
|
Balance, December 31, 2025 |
2,703,739 |
14. Share capital
a) Authorized share capital:
At December 31, 2025, and 2024, the authorized share capital consisted of an unlimited number of common shares. The common shares do not have a par value. All issued common shares are fully paid.
b) Common shares issued:
The change in issued share capital for the years presented was as follows:
|
|
Number of |
Amount |
|
|
common shares |
$ 000's |
|
Balance, December 31, 2023 |
282,360,668 |
93,603,754 |
|
Warrants exercised (note 15) |
87,176,546 |
19,333,984 |
|
Restricted share units vested and converted to common shares (1) |
3,900,000 |
332,518 |
|
Exercise of options (note 16(v)) |
1,146,907 |
207,037 |
|
Balance, December 31, 2024 |
374,584,121 |
113,477,293 |
|
Restricted share units vested and converted to common shares (1) |
2,400,000 |
2,290,796 |
|
Exercise of options (note 16(v)) |
4,128,090 |
811,895 |
|
Acquisition of Challenger Energy Group Plc |
126,731,086 |
35,950,774 |
|
Share settled compensation |
2,512,943 |
837,827 |
|
Balance, December 31, 2025 |
510,356,240 |
153,368,585 |
(1) During the year ended December 31, 2025, 2,400,000 RSUs vested (2024 - 3,900,000) and were converted to common shares with a value of $2,290,796 (2024 - $332,518).
15. Warrants
The following table reflects the continuity of warrants for the years presented:
|
|
|
Weighted |
|
|
|
average |
|
|
|
exercise |
|
|
Number of |
price |
|
|
warrants |
per share |
|
Balance, December 31, 2023 |
88,957,833 |
CAD$0.25 |
|
Warrants exercised |
(87,176,546) |
CAD$0.25 |
|
Warrants expired |
(1,781,287) |
CAD$0.25 |
|
Balance, December 31, 2024 and 2025 |
- |
- |
During the year ended December 31, 2024, 87,176,546 warrants were exercised for cash proceeds of $15,879,240 and the related grant date fair value of the warrants of $3,454,744 was reclassified from warrants to share capital.
There were no warrants outstanding as at December 31, 2024 and December 31, 2025.
16. Stock options
The following table reflects the continuity of stock options for the years presented:
|
|
|
Weighted |
|
|
Number of |
average |
|
|
stock options |
exercise price |
|
|
outstanding |
$ 000's |
|
Balance, December 31, 2023 |
23,625,000 |
CAD$0.17 |
|
Granted (i)(ii) |
5,550,000 |
CAD$1.19 |
|
Exercised (v) |
(1,146,907) |
CAD$0.13 |
|
Balance, December 31, 2024 |
28,028,093 |
CAD$0.37 |
|
Granted (iii) |
100,000 |
CAD$0.73 |
|
Exercised (v) |
(4,128,090) |
CAD$0.14 |
|
Cancelled |
(900,000) |
CAD$0.16 |
|
Balance, December 31, 2025 |
23,100,003 |
CAD$0.42 |
(i) On May 1, 2024, the Company granted a total of 1,650,000 stock options to certain directors and officers of the Company. The options have an exercise price of CAD$1.08 and expire on May 1, 2034. Vesting of the stock options is as follows: one-third on day of grant, one-third after one year and one-third after two years. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 131%; risk-free interest rate of 3.76%; and an expected average life of 10 years. The options were valued at CAD$1,726,714.
(ii) On December 13, 2024, the Company granted a total of 3,900,000 stock options to certain directors and officers of the Company. The options have an exercise price of CAD$1.23 and expire on December 13, 2034. Vesting of the stock options is as follows: one-third on day of grant, one-third after one year and one-third after two years. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 131%; risk-free interest rate of 3.17%; and an expected average life of 10 years. The options were valued at CAD$4,641,853.
(iii) On June 27, 2025, the Company granted a total of 100,000 stock options to an officer of the Company. The options have an exercise price of CAD$0.73 and expire on June 27, 2035. Vesting of the stock options is as follows: one-third on day of grant, one-third after one year and one-third after two years. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 132%; risk-free interest rate of 3.31%; and an expected average life of 10 years. The options were valued at CAD$70,731.
(iv) Share-based compensation includes $2,136,605 (2024 - $2,508,425) relating to stock options granted in current and previous years in accordance with their respective vesting terms, during the year ended December 31, 2025.
(v) During the year ended December 31, 2025, 4,128,090 stock options were exercised for cash proceeds of $403,481 (year ended December 31, 2024 - 1,146,907 stock options were exercised for cash proceeds of $109,621) and the related grant date fair value of the stock options of $2,290,796 (2024 - $97,416) was reclassified from contributed surplus to share capital. The average share price on the exercise of stock options for the year ended December 31, 2025 was CAD$0.63 (2024 - CAD$1.15).
The following table reflects the actual stock options issued and outstanding as of December 31, 2025:
|
|
|
Weighted |
|
|
|
|
|
|
average |
|
Number of |
|
|
|
|
remaining |
Number of |
options |
Number of |
|
|
Exercise |
contractual |
options |
vested |
options |
|
Expiry date |
price |
life (years) |
outstanding |
(exercisable) |
unvested |
|
December 18, 2025* |
CAD$0.100 |
- |
400,000 |
400,000 |
- |
|
March 24, 2027 |
CAD$0.165 |
0.36 |
6,750,000 |
6,750,000 |
- |
|
December 19, 2032 |
CAD$0.110 |
1.65 |
5,450,001 |
5,450,001 |
- |
|
December 19, 2033 |
CAD$0.270 |
1.67 |
4,850,002 |
4,850,002 |
- |
|
May 1, 2034 |
CAD$1.080 |
0.60 |
1,650,000 |
1,100,000 |
550,000 |
|
December 13, 2034 |
CAD$1.230 |
1.51 |
3,900,000 |
2,600,000 |
1,300,000 |
|
June 27, 2035 |
CAD$0.730 |
0.04 |
100,000 |
33,333 |
66,667 |
|
|
|
5.83 |
23,100,003 |
21,183,336 |
1,916,667 |
* The expiry date of the options was extended as the original expiry date fell within a close period during which the holders were restricted from exercising the options.
Subsequent to period end, on January 6, 2026 the Company announced 400,000 stock options were exercised at an exercise price of CAD$0.10 each, on March 27, 2026 the Company announced 800,000 stock options were exercised at an exercise price of CAD$0.11 each, and on April 24, 2026 the Company announced that 625,000 stock options were exercised at the following prices: 250,000 options at a price of CAD$0.165 per share, 200,000 options at a price of CAD$0.11 per share and 175,000 at a price of CAD$0.27 per share.
17. RSUs
The grant date fair value of RSUs equals the fair market value of the corresponding shares at the grant date. The fair value of these equity-settled awards is recognized as compensation expense with a corresponding increase in contributed surplus. The total amount expensed is recognized over the vesting period, which is the period over which all specified vesting conditions must be satisfied before RSUs are earned and therefore convertible. RSUs are converted into common shares when vested.
On May 1, 2024, the Company granted a total of 2,400,000 RSUs to certain directors and officers of the Company. The RSUs vested on May 1, 2025.
On December 13, 2024, the Company granted a total of 2,600,000 RSUs to certain directors and officers of the Company. The RSUs vested subsequent to year end on 7 January 2026.
On June 27, 2025, the Company granted a total of 4,200,000 RSUs to certain directors and officers of the Company. The RSUs will vest on June 27, 2026.
During the year ended December 31, 2025, 2,400,000 RSUs (2024 - 3,900,000) vested and were converted to common shares with a value of $2,290,796 (2024 - $332,518).
The compensation portion of RSUs granted in the current and prior years and vested during the year ended December 31, 2025, amounted to $3,838,338 (2024 - $1,497,878).
As of December 31, 2025, there were 6,800,000 RSUs outstanding (2024 - 5,000,000 RSUs).
The weighted average fair value of RSUs granted during the year ended December 31, 2025 was CAD$0.71 per unit (year ended December 31, 2024 - CAD$1.15 per unit).
On January 6, 2026 an aggregate of 2,600,000 common shares were Issued upon the conversion of RSUs and an aggregate total of 7,250,000 RSU's were granted to several directors and service providers of the Company.
18. Net loss per share
The calculation of basic and diluted loss per share for the year ended December 31, 2025 was based on the loss attributable to common shareholders of $10,223,896 (2024 - loss of $7,666,402) and the weighted average number of common shares outstanding of 381,503,896 (2024 - 360,996,016). Diluted loss per share did not include the effect of options, warrants and RSUs for the year ended December 31, 2025 and 2024 as they were anti-dilutive.
19. Exploration and evaluation expenditures
The following table provides a breakdown of the Company's exploration evaluation expenditures in each of the last two years:
|
|
Year Ended |
Year Ended |
|
|
December 31, |
December 31, |
|
|
2025 |
2024 |
|
Exploration Expenditures |
$ |
$ |
|
Namibia |
|
|
|
Consulting fees |
16,154 |
16,432 |
|
Acquisition of 49% in Giraffe |
- |
2,037,903 |
|
|
16,154 |
2,054,335 |
|
Magdalena Basin, Colombia |
|
|
|
Administrative and general |
29,097 |
26,693 |
|
Professional fees |
30,772 |
7,736 |
|
|
59,869 |
34,429 |
|
Angola |
|
|
|
Consulting fees |
30,456 |
- |
|
|
30,456 |
- |
|
Duvernay formation, Alberta |
|
|
|
Other |
- |
2,324 |
|
|
- |
2,324 |
|
|
106,479 |
2,091,088 |
Notes:
In recent periods, the Company has principally acquired relatively small ownership interests in oil and gas assets, in many cases benefiting from carry arrangements which result in limited direct exploration and evaluation expenditure. As most of these interests are held through associated entities and accounted for under the equity method, any additional contributions to the underlying joint ventures are capitalized at the associate level, thereby limiting exploration and evaluation related costs recognized directly by the Company.
The key exception to this has been the Giraffe investment in PEL 79, where the Company holds an option to acquire up to a 67% interest, resulting in a level of quasi-control and therefore full consolidation. This led to a higher level of exploration and evaluation expenditure being recognized in the year ended December 31, 2024 with the acquisition cost being recognized as exploration expenditures (refer to note 3.2).
Following completion of the Challenger acquisition in December 2025, the Group now holds a 100% interest in the OFF-3 licence and a 40% carried interest in the OFF-1 licence. As a result, exploration and evaluation activity is expected to increase going forward, particularly in relation to the OFF-3 asset.
20. General and administrative expenses
|
|
Year Ended December 31, |
|
|
|
2025 |
2024 |
|
Salaries and benefits (note 22) |
2,657,133 |
2,109,280 |
|
Professional fees (note 22) |
726,289 |
467,846 |
|
Share-based payments (notes 16,17 and 22) |
5,978,695 |
4,040,963 |
|
Investor relations |
460,203 |
396,424 |
|
Travel expenses |
172,879 |
217,350 |
|
Administrative and general |
174,979 |
93,080 |
|
Reporting issuer costs |
87,957 |
36,633 |
|
|
10,258,135 |
7,361,576 |
21. Income taxes
The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2024 - 26.5%) to the effective tax rates is as follows:
|
Year Ended December 31, |
2025 |
2024 |
|
Net loss before income taxes |
(10,165,008) |
(7,473,238) |
|
Expected income tax recovery |
(2,693,727) |
(1,980,407) |
|
Effect on income taxes of: |
|
|
|
Share-based compensation and other non-deductible items |
1,599,574 |
1,720,693 |
|
Difference in tax rates |
111,795 |
25,685 |
|
Change in tax benefits not recognized |
1,041,246 |
427,193 |
|
Income tax |
58,888 |
193,164 |
|
The Company's income tax is allocated as follows: |
|
|
|
Current income tax expense |
65,257 |
201,764 |
|
Deferred income tax (recovery) expense |
(6,369) |
(8,600) |
|
|
58,888 |
193,164 |
|
Deferred tax |
|
|
|
The following table summarizes the components of deferred income tax: |
|
|
|
Year Ended December 31, |
2025 |
2024 |
|
Deferred tax assets |
|
|
|
Capital losses carried forward |
32,693 |
42,081 |
|
Deferred tax liabilities |
|
|
|
Joint venture |
(364,289) |
(353,840) |
|
Long-term loan |
(32,528) |
(42,065) |
|
Net deferred tax liability |
(364,124) |
(353,824) |
Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.
Movement in net deferred tax liabilities:
|
|
2025 |
2024 |
|
Balance at the beginning of the year |
(353,824) |
(391,632) |
|
Recognized in profit/loss |
6,369 |
8,600 |
|
Foreign exchange adjustments |
(16,669) |
29,208 |
|
Balance at the end of the year |
(364,124) |
(353,824) |
Unrecognized deferred tax assets
Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:
|
|
2025 |
2024 |
|
Property, plant and equipment |
118,318 |
113,476 |
|
Asset retirement obligation |
74,694 |
71,311 |
|
Share issuance costs |
349,855 |
675,629 |
|
Reserves |
- |
996,835 |
|
Operating tax losses - Canada |
16,043,856 |
13,941,688 |
|
Operating tax losses - USA |
13,481,302 |
9,621,716 |
|
Operating tax losses - Colombia |
201,286 |
140,142 |
|
Operating tax losses - Namibia |
241,900 |
85,146 |
|
Operating tax losses - Uruguay |
476,855 |
- |
|
Operating tax losses - UK |
642,097 |
- |
|
Capital losses carried forward |
92,037,658 |
87,871,014 |
|
Resource pools - Mineral properties |
13,431,063 |
12,923,580 |
The Canadian and U.S. operating tax losses carry forwards expire as noted in the table below. In addition, $6.9M of these losses are subject to further restrictions. The remaining deductible temporary differences may be carried forward indefinitely. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the group can utilize the benefits therefrom.
The Company's operating tax losses expire as follows:
|
|
Canada |
USA |
|
2030 |
111,883 |
- |
|
2031 |
2,102,764 |
- |
|
2032 |
2,413,576 |
- |
|
2033 |
505,294 |
93,107 |
|
2034 |
422,578 |
1,147,982 |
|
2035 |
2,829,150 |
1,223,442 |
|
2036 |
665,947 |
- |
|
2037 |
64,825 |
827,559 |
|
2038 |
1,126,482 |
209,189 |
|
2039 |
231,848 |
164,155 |
|
2040 |
212,453 |
123,641 |
|
2041 |
195,423 |
144,409 |
|
2042 |
1,191,348 |
- |
|
2043 |
1,156,951 |
- |
|
2044 |
1,372,331 |
- |
|
2045 |
1,441,001 |
- |
|
Indefinitely |
- |
9,547,818 |
|
|
16,043,854 |
13,481,302 |
22. Director and Key Management Compensation, Share Based Payments and Related party transactions and balances
(a) Director and Key Management Compensation
During the year ended December 31, 2025, total cash salaries and benefits paid amounted to $2,657,133 (2024 - $2,109,280). Of this total, $2,493,942 related to salaries and benefits paid to directors and key management personnel (2024 - 1,974,616), inclusive of directors' fees and other benefits. The total of $2,493,942 include $737,215 of termination payments; excluding termination payments, the total of cash salaries and benefits paid amounted to $1,919,918. The termination payments arose following completion of the Challenger transaction where certain amounts were paid pursuant to contractual obligations to Mr. Keith Spickelmier in respect of the loss of his Executive Chairman position ($206,761), to Mr, Douglas Manner following the termination of his role as President ($235,454) and to Mr. David Cherry following the termination of his role as Chief Operating Officer ($295,000).
Balances for deferred compensation due to directors and key management personnel of $604,939 are included in deferred compensation as at December 31, 2025 (2024 - $954,939).
(b) Share based payments
During the year ended December 31, 2025, the Company made a number of share based payments, including to directors and key management personnel of the Company, in the form of either options or RSUs, as detailed in notes 16 and 17 (and which notes explains the method of valuing these instruments and how these costs are then amortized over their respective vesting periods).
Accordingly, the total charges to share based payments in the financial statements for the year ending December 31, 2025 was $5,776,021 (2024 - $3,830,720). This is recorded under general and administrative costs.
(c) Related party transactions and balances
Related parties include the Board of Directors, officers, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
The below noted transactions during the year ended December 31, 2025 occurred in the normal course of business and are measured initially at fair value and approved by the Board of Directors in strict adherence to conflict of interest laws and regulations:
· the Company paid professional fees and disbursements totaling $147,845 (year ended December 31, 2024 - $64,375) to Marrelli Support Services Inc., and certain of its affiliates, together known as the "Marrelli Group", for: (i) Mr. Carmelo Marrelli, beneficial owner of the Marrelli Group, to act as the Chief Financial Officer of the Company (until December 16, 2025 and who ceased office / employment with the Company effective on completion of the Challenger acquisition), (ii) regulatory filing services, and (iii) press release services; and
· In connection with the acquisition of Challenger, Sintana entered into a loan agreement with Charlestown Energy Partners, LLC ("Charlestown"), a shareholder of Sintana and a related party, pursuant to which Charlestown has agreed to provide Sintana with a working capital facility of up to US$4 million (the "Facility") from the closing date of the acquisition. The Facility may be terminated by Sintana at any time upon providing not less than 20 business days' prior written notice to Charlestown. The amount drawn on the facility at December 31, 2025 was $nil.
23. Segmented information
The Company operates as a single reporting segment focused on oil and natural gas exploration and development in Namibia, Uruguay and Angola, with additional group entities located in Canada, the United Kingdom, the United States, Colombia, The Bahamas, Spain and Panama. The Company's principal place of business is London, United Kingdom, with administrative offices in Castletown, Isle of Man, and Toronto, Canada.
For reporting purposes, segmented information is presented across four geographical segments: Namibia (operating), Uruguay (operating), Corporate (including Canada, the United States, the United Kingdom and the Isle of Man) and Non-operating (including Colombia, Panama, The Bahamas and Spain).
|
December 31, 2025 |
Corporate |
Namibia |
Uruguay |
Non-operating |
Total |
|
Cash and cash equivalents |
10,270,550 |
1,690 |
10,115 |
33,350 |
10,315,705 |
|
Accounts receivable and other assets |
2,036,495 |
13,531 |
5,155 |
23,477 |
2,078,658 |
|
Restricted cash |
707,656 |
- |
- |
- |
707,656 |
|
Tangible assets |
- |
- |
- |
41,374 |
41,374 |
|
Intangible assets |
- |
- |
39,288,794 |
- |
39,288,794 |
|
Investment in joint venture |
9,692,658 |
- |
- |
- |
9,692,658 |
|
Total assets |
22,707,359 |
15,221 |
39,304,064 |
98,201 |
62,124,845 |
|
Accounts payable and accrued liabilities |
3,749,549 |
12,834 |
- |
497,129 |
4,259,512 |
|
Current income tax payable |
58,298 |
- |
- |
- |
58,298 |
|
Deferred compensation |
604,939 |
- |
- |
- |
604,939 |
|
Asset retirement obligation |
74,694 |
- |
- |
2,629,045 |
2,703,739 |
|
Deferred income tax liability |
364,124 |
- |
- |
- |
364,124 |
|
Total liabilities |
4,851,604 |
12,834 |
- |
3,126,174 |
7,990,612 |
|
December 31, 2025 |
Corporate |
Namibia |
Uruguay |
Non-operating |
Total |
|
Exploration and evaluation expenditures |
46,610 |
- |
- |
59,869 |
106,479 |
|
General and administrative |
10,198,436 |
57,410 |
2,124 |
165 |
10,258,135 |
|
Foreign exchange loss (gain) |
103,800 |
- |
(386) |
1,285 |
104,699 |
|
Gain on accounts payable |
- |
- |
- |
- |
- |
|
Interest income |
(335,665) |
- |
- |
- |
(335,665) |
|
Joint venture loss |
31,360 |
- |
- |
- |
31,360 |
|
Income tax expense |
65,257 |
- |
- |
- |
65,257 |
|
Deferred income tax recovery |
(6,369) |
- |
- |
- |
(6,369) |
|
Net loss |
10,103,429 |
57,410 |
1,738 |
61,319 |
10,223,896 |
|
December 31, 2024 |
Corporate |
Namibia |
Non-operating |
Total |
|
Cash and cash equivalents |
12,552,449 |
31,598 |
7,681 |
12,591,728 |
|
Accounts receivable and other assets |
243,409 |
9,430 |
- |
252,839 |
|
Investment in joint venture |
9,070,018 |
- |
- |
9,070,018 |
|
Total assets |
21,865,876 |
41,028 |
7,681 |
21,914,585 |
|
Accounts payable and accrued liabilities |
140,695 |
13,004 |
3,350 |
157,049 |
|
Current income tax payable |
201,710 |
- |
- |
201,710 |
|
Deferred compensation |
954,939 |
- |
- |
954,939 |
|
Asset retirement obligation |
71,308 |
- |
- |
71,308 |
|
Deferred income tax liability |
353,824 |
- |
- |
353,824 |
|
Total liabilities |
1,722,476 |
13,004 |
3,350 |
1,738,830 |
|
Year Ended December 31, 2024 |
Corporate |
Namibia |
Non-operating |
Total |
|
Exploration and evaluation expenditures |
2,324 |
2,054,335 |
34,429 |
2,091,088 |
|
General and administrative |
7,303,326 |
58,250 |
- |
7,361,576 |
|
Foreign exchange loss (gain) |
(1,444,557) |
49,720 |
(1,865) |
(1,396,702) |
|
Gain on accounts payable |
(45,856) |
- |
- |
(45,856) |
|
Interest income |
(621,033) |
- |
- |
(621,033) |
|
Joint venture loss |
84,165 |
- |
- |
84,165 |
|
Income tax expense |
201,764 |
- |
- |
201,764 |
|
Deferred income tax recovery |
(8,600) |
- |
- |
(8,600) |
|
Net loss |
5,471,533 |
2,162,305 |
32,564 |
7,666,402 |
24. Proposed transactions
On May 14, 2025, the Company announced the formation of a strategic partnership with Corcel, plc ("Corcel"), a UK-listed entity focused on oil and gas opportunities in Angola. This included Sintana and Corcel entering into a head of terms providing for the Company to acquire an indirect 5% net interest in KON-16 located in the onshore Kwanza Basin in Angola. The acquisition terms provide that Sintana will also receive a future 2.5% Net Profits Interest ("NPI") on Corcel's interest in KON-16 of up to $50,000,000, after which the NPI reduces to 1.5%. The consideration for the transaction is a total of US$2.5MM payable by way of an initial $500,000 deposit and a balance of payment at completion. A definitive agreement in relation to this acquisition is expected to be entered into by the end of April 2026, and completion of the transaction will follow pending satisfaction of conditions precedent, including regulatory approval, with completion expected in Q4 2026.
25. Subsequent events
On January 6, 2026, the Company announced that 400,000 stock options had been exercised at an exercise price of CAD$0.10. These options had an original expiry date of December 18, 2025; however, the expiry date was extended as it fell within a blackout period during which the holders were restricted from exercising their options.
On January 6, 2026, the Company also announced the issuance of an aggregate of 2,600,000 common shares upon the conversion of RSUs. The new common shares were admitted to trading on January 7, 2026. On the same date the Company also approved the grant of a total of 7,250,000 RSUs to several directors and service providers of the Company.
On January 21, 2026, the Company announced that it had entered into a Letter of Intent ("LOI") securing a period of exclusivity in relation to a potential investment that would provide an indirect interest in Petroleum Exploration Licence 37 ("PEL 37") in the Walvis Basin, offshore Namibia. The exclusivity period runs initially through to April 30, 2026, during which period the Company is undertaking technical, commercial and legal due diligence and seeking to negotiate potential transaction terms. To secure the exclusivity, the Company agreed to pay a $1 million deposit, one-third of which is non-refundable should the Company elect not to proceed. As at the date of these accounts, the Company continues to undertake due diligence as to the technical and commercial merits of this opportunity, and in parallel is seeking to negotiate suitable transaction terms - the exclusivity period is expected to be extended.
On February 4, 2026, the Company announced that its subsidiaries, Patriot Energy Oil and Gas Inc. and Patriot Energy Sucursal Colombia, had reached an agreement with ExxonMobil Exploration Colombia Limited and its Colombian affiliate to resolve the previously announced arbitration relating to the VMM-37 block in Colombia's Middle Magdalena Valley Basin. Under the agreement, the parties will dismiss the arbitration, and Patriot has agreed to conditionally assign its interests in VMM-37 to ExxonMobil. In consideration, ExxonMobil will make cash payments totaling US$9 million, comprising $3 million payable within 60 days of execution and a further $6 million payable upon governmental approval of the assignment and satisfaction of certain contractual conditions. Subsequently, the arbitration has been dismissed as agreed, and the Company has received the first payment of $3 million. The parties are working collaboratively in relation to securing the requisite governmental approvals, and presently expect payment of the second instalment prior to year end 2026.
On March 27, 2025, the Company announced that 800,000 stock options had been exercised at an exercise price of CAD$0.10.
On April 24, 2025, the Company announced that 625,000 stock options had been exercised. The options were exercisable at the following prices: 250,000 options at a price of CAD$0.165 per share, 200,000 options at a price of CAD$0.11 per share and 175,000 at a price of CAD$0.27 per share.
Management Discussion & Analysis
Introduction
The following Management's Discussion and Analysis ("MD&A") of the financial condition and results of operations of Sintana Energy Inc. (the "Company") and its subsidiary companies (collectively with the Company, "Sintana") constitutes management's review of the factors that affected the Company's financial and operating performance for the year ended December 31, 2025. This MD&A was prepared to comply with the requirements of Form 51-102F1 - Management's Discussion & Analysis; National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities.
This MD&A should be read in conjunction with the audited annual consolidated financial statements of the Company for the years ended December 31, 2025 and 2024, together with the notes thereto. Results are reported in United States dollars, unless otherwise noted. The Company's consolidated financial statements and the financial information contained in this MD&A are prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee.
For purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the "Board"), considered the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company's common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; and / or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluated materiality with reference to all relevant circumstances, including potential market sensitivity.
This MD&A contains forward-looking information that is subject to risk factors including those set out below under the heading "Risk Factors" and in the Company's continuous disclosure filings from time to time. All amounts are reported in US dollars, unless otherwise noted. Certain information and discussion included in this MD&A constitutes forward-looking information. Readers are encouraged to refer to the cautionary notes contained in the section Forward-Looking Statements at the end of the MD&A.
Date
The date of this MD&A is 29 April 2026. Information presented herein is as at that date, unless otherwise indicated.
Technical Information
Douglas Manner, non-executive director of the Company and chair of the Company's technical committee has reviewed and verified the technical content of the information contained in this MD&A.
Company Information
The Company was registered under the laws of the Province of Alberta under the Business Corporations Act Alberta (the "ABCA") on 28 September 2010 with registration number 2015615707. The Company is a body corporate continued under the ABCA and accordingly the liability of its shareholders is limited to the amount paid up or to be paid on their shares. The Company's principal activity is that of a holding company. It is the ultimate parent company of a group of companies comprising the Company and various subsidiary undertakings that holds interests in a portfolio of oil and gas assets including in Namibia, Uruguay and Angola.
The registered office of the Company is 3300, 421 7th Avenue S. W., Calgary, Alberta T2P 4K9. The corporate headquarters and principal place of business of the Company is 88 Kingsway, London, WC2B 6AA, United Kingdom. The telephone number of the Company is +44(0)7 747 845 987.
The Company's accounting reference date is 31 December.
Approval
This MD&A has been approved by the Board of the Company.
Additional Information
Information about the Company and its operations can be obtained from the offices of the Company, on the Company's website (www.sintanaenergy.com), on the System for Electronic Documents Analysis and Retrieval ("SEDAR+") and is available for review under the Company's profile on the SEDAR+ website (www.sedarplus.ca) or via the Regulatory News Service of the London Stock Exchange, and is available for review under the Company's profile (www.lse.co.uk).
Overall Performance
A. Brief Description of Sintana's Business
The Company is the Canadian parent company of a group of companies focused on the acquisition, exploration, potential development, and ultimately the monetization of a diversified portfolio of interests in high-impact assets with significant hydrocarbon resource potential in emerging "frontier" geographies.
The portfolio currently comprises of:
· indirect interests in four large, highly prospective petroleum exploration licences ("PELs") in the Orange Basin, offshore Namibia, including an indirect carried interest in PEL 83, home of the Mopane discoveries that were made in 2023 and 2024, as well as indirect interests in PELs 79, 87 and 90;
· an indirect interest in one PEL offshore Namibia in the Walvis Basin (PEL 82), and one PEL onshore Namibia in the Waterberg Basin (PEL 103), as well as a potential indirect interest in an additional PEL offshore Namibia in the Walvis Basin (PEL 37) (subject to completion of a transaction to acquire that interest, pursuant to a Letter of Intent which was entered into by the Company on 19 January 2026);
· direct interests in two offshore blocks in Uruguay, being AREA OFF-1 in the Punta del Este Basin and AREA OFF-3 in the Pelotas Basin (these interests having become part of the Company's portfolio on completion of the acquisition of Challenger Energy Group Plc in December 2025);
· an indirect interest in the KON-16 licence in the onshore Kwanza Basin in Angola (subject to completion of the transaction to acquire that interest, expected in H2 2026); and
· legacy assets onshore in the Middle Magdalena Basin, Colombia (in the process of being monetized), and offshore The Bahamas.
The Company's common shares are traded on the TSX Venture Exchange ("TSX-V") in Canada under the symbol "SEI", on the London Stock Exchange's AIM Market ("AIM") in the United Kingdom under the symbol "SEI", and on the OTCQX in the United States under the symbol "SEUSF".
B. Trends and Economic Conditions
The Company is focused on the acquisition, exploration, development, production and / or sales of hydrocarbons resources, in a number of locations. Relevant trends and economic conditions are summarized as follows:
(i) Namibia
Namibia is emerging as one of the most promising frontiers for oil exploration, with offshore basins, particularly the Orange Basin, attracting significant international interest following recent discoveries. The sector is expected to play a transformative role in Namibia's economy, supporting industrialization, energy security, and broad-based economic transformation.
Exploration began in the 1970s with the offshore Kudu gas field discovery by a subsidiary of Chevron. Despite its significance, the field was never developed due to commercial and market constraints, and for decades thereafter, Namibia saw only sporadic exploration activity and a string of dry wells, leaving major international oil companies largely uninterested. Geological similarities between Namibia's Orange Basin and the deepwater Cretaceous basins of Brazil eventually rekindled interest, though Namibia's opportunities are not pre-salt.
Major offshore oil finds in 2022 by Shell (Graff) and TotalEnergies (Venus) resulted in a change in industry sentiment towards Namibia, and positioned the country as a high-profile "hot spot" exploration destination. Exploration activity intensified in 2024 and 2025, with Galp Energia making the Mopane-1X and Mopane-2X discoveries, TotalEnergies extending Venus with Mangetti-1X, and Shell confirming Enigma-1X. Several appraisal wells further validated the resources, though some results, including TotalEnergies' Tamboti-1X and Chevron's Kapana-1X, were non-commercial. Rhino Resources achieved successes with Sagittarius-1X and Capricornus-1X, while onshore exploration resumed with Recon Africa spudding the Kavango West 1X prospect. By 2025, the cumulative exploration effort included over ten discoveries and more than a dozen appraisal wells, transforming Namibia's deepwater Orange Basin into one of the continent's most actively explored regions.
Although Namibia currently has no commercial oil production, the discoveries at Venus and Mopane, along with the prospective Kudu gas field, position the country to become a significant oil and gas producer in Sub-Saharan Africa. According to TotalEnergies, which is the operator of Venus, first oil is anticipated before 2030, and final investment decisions for major developments TotalEnergies is associated with (being both Venus and Mopane) are expected in the period 2026 to 2028. With a favourable fiscal and regulatory framework, high-quality reservoirs, and sustained interest from international operators, Namibia is poised to become one of the continent's most important emerging oil and gas hubs.
(ii) Uruguay
Although Uruguay has never been an oil and gas producer, industry focus turned to it after the large discoveries off Namibia in 2022, since both regions were adjacent during the Early Cretaceous Period and thus are considered "conjugates" with shared geological correlations.
Currently, all offshore areas in Uruguay are offered for exploration by ANCAP, the State-owned oil and gas company which also acts as regulator. All available offshore areas in Uruguay are currently under licence, several farm-outs have either been conducted or are in the works, and the industry is optimistic about finding commercially recoverable reserves in the near future. New 3D seismic acquisition is currently underway and the drilling of at least one exploratory well, by APA Corporation (formerly, Apache), is expected in late 2026 / 2027.
(iii) Angola
Angola has a proven petroleum system with bitumen and viscous crude oil from seeps having been used as fuel in Angola for several centuries. Hydrocarbon exploration began in 1910 over an area covering the Lower Congo and Kwanza basins. After commercial discoveries in both basins, initial production commenced onshore in 1956 before extending into the shallow water in the 1970's. The civil war from 1975 to 2002 disrupted further exploration but in the 1990's the deepwater was opened up and this has driven the latest phase of development and production in Angola, with several licensing rounds of varied success and a few ad-hoc awards. Drilling activity has largely focused on the deepwater and ultra-deepwater over the last 10 years, but recently Angola's onshore oil and gas sector has gained renewed attention as the Government of Angola seeks to diversify exploration and production beyond its mature offshore fields. In particular, the Kwanza Basin, which stretches along the central-western coast of Angola, holds significant hydrocarbon potential, and is historically under-explored compared to Angola's prolific offshore deepwater blocks. The basin is now a focal point of efforts to revitalize the country's upstream sector, with recent licensing rounds and regulatory reforms opening the door for both international oil companies and local players to participate in onshore exploration and production.
(iv) General
All of the locations in which the Company holds assets are considered "frontier" for oil and gas activity. Financial and commodities markets in general, and the global market for oil and has in particular has been volatile, and is expected to remain volatile for the foreseeable future, reflecting ongoing concerns regarding the impact of wars in the Middle East and Ukraine in particular, and geo‑political developments in the Americas, the Middle East and Africa in general. Energy companies worldwide, including Sintana, can be materially and adversely affected by these trends. See also the section of this document entitled "Risk Factors".
C. 2025 Portfolio Highlights & Major Developments
(i) Assets & Operations
On May 14, 2025, the Company announced the formation of a strategic partnership with Corcel, plc ("Corcel"), a UK-listed entity focused on oil and gas opportunities in Angola. Specifically, the Company and Corcel entered into a head of terms providing for the Company to acquire an indirect 5% net interest in KON-16 located in the onshore Kwanza Basin in Angola. The acquisition terms provide that the Company will also receive a future 2.5% Net Profits Interest ("NPI") on Corcel's interest in KON-16 of up to $50,000,000, after which the NPI reduces to 1.5%. The consideration for the transaction is a total of $2.5MM payable by way of an initial $500,000 deposit and a balance of payment at completion. Formal documentation for the acquisition is expected to be signed during Q2 2026 and completion thereafter will be pending satisfaction of various conditions, including in particular regulatory approval - expected to occur in H2 2026. See also "Proposed Transactions", below.
On October 9, 2025, the Company announced that it has reached an agreement with Challenger Energy Group Plc ("Challenger") for an all-share acquisition pursuant to which the Company would acquire all of the issued and to be issued ordinary share capital of Challenger by way of a scheme of arrangement (the "Scheme"). Challenger holds interests in two highly prospective offshore exploration licences in Uruguay, as well as legacy assets in The Bahamas. Under the terms of the Scheme, Challenger shareholders received approximately 0.4705 common shares of the Company for each Challenger ordinary share held. On 12 December 2025, the Scheme was sanctioned by the Isle of Man Court and the Scheme became effective on 16 December 2025. As a result, the Company acquired the entire issued and to be issued share capital of Challenger, and Challenger became a wholly owned subsidiary of the Company. The Company issued 126,731,086 common shares to Challenger shareholders, equating to approximately 25% of the enlarged share capital of the Company at the time of the transaction.
In parallel with the Scheme, the Company applied for admission to trading on the AIM Market of the London Stock Exchange. Admission of the common shares of the Company (including those issued as consideration for the Challenger acquisition) to trading on AIM became effective on 23 December 2025, and at the same time the Challenger's ordinary shares were cancelled from trading on AIM.
On December 9, 2025 it was announced that TotalEnergies and Galp Energia had entered into an agreement pursuant to which TotalEnergies will assume operatorship of PEL 83 in addition to receiving a 40% participating interest in PEL 83 from Galp Energia, the current operator who currently own 80%. The agreement also included a commitment to launch an exploration and appraisal campaign on PEL 83 that will include at least three wells over the next two years, to continue de-risking the block and support definition of an initial development hub. The first potential well is expected to be spud in H2 2026. The agreement with TotalEnergies is subject to regulatory approval, which process is currently underway and is expected to be completed in H2 2026.
Subsequent to period end:
· in February 2026, as part of its 2025 annual results presentation, TotalEnergies indicated in relation to PEL 83 that (i) the Mopane project FID target was 2028, with first oil target in 2032; (ii) a development concept based around FPSO and 20,000 boepd production was contemplated; and (iii) considerable upside exploration potential of up to a further 1.5 bn barrels had been identified both within an expansion of the Mopane project and in the broader PEL 83 block;
· on 3 March 2026, the planned 3D seismic acquisition campaign on AREA OFF-1, offshore Uruguay, commenced. The survey is being carried out by the contractor Viridien, using the BGP Prospector vessel, and will cover a total of approximately 4,300 km2. Acquisition fieldwork will take place over two seasons: February-April 2026 and November 2026-April 2027, with most acquisition relevant to the key prospects on AREA OFF-1 expected to be completed in the first season. Fast-track results from seismic acquired in the first season are expected in Q4 2026, with full PSDM results from the first season expected in Q2 2027; and
· on 23 March 2026, Galp Energia released its Integrated Management Report 2025, in which it detailed a significant upgrade to 3C contingent resources at the Mopane discovery on PEL 83, offshore Namibia. The previously reported 3C contingent resource of 875 mmboe (gross) has been upgraded to 1.38 bn boe (gross), the increase reflective of the success of the exploration drilling campaign at Mopane. This upgrade represents a 57% increase to the Mopane resource base.
(ii) Corporate
Consequent on the completion of the Challenger acquisition, a number of changes to the Board and management of the Company took effect as of 16 December 2025, as follows:
· Mr. Keith D. Spickelmier ceased in his role as Executive Chairman of the Company, and assumed the role of non-executive Chairman;
· Mr. Douglas G. Manner ceased in his role as President of the Company, and assumed the role of non-Executive Director;
· Each of Mr. David L. Cherry (Chief Operating Officer), Mr. Carmelo Marrelli (Chief Financial Officer), Mr. Bruno C. Maruzzo (Director) and Mr. Dean Gendron (Director) ceased their roles with the Company;
· Mr. Eytan Uliel, formerly chief executive officer of Challenger, assumed the role of President and Executive Director of the Company;
· Mr. Iain McKendrick, formerly the non-executive Chairman of Challenger, assumed the role of non-executive Director and senior independent director of the Company; and
· Mr. Jonathan Gilmore, formerly Finance Director of Challenger, assumed the role of Chief Financial Officer and co-company secretary of the Company.
Mr. Robert Bose continues to serve as Chief Executive Officer and Executive Director of the Company, Mr. Knowledge Katti continues in his role as non-executive Director of the Company, and Mr. Sean Austin continues in his role as Financial Controller, Treasurer and co-company secretary of the Company.
(iii) Finance
As at December 31, 2025, the Company had total assets of $62.1 million (2024: $21.9 million), including cash of $10.3 million (2024: $12.6 million). The significant increase compared to the prior year is primarily attributable to the Challenger acquisition, through which the Company acquired total assets of $45.8 million, including cash of $4.5 million, and assumed liabilities of $6.2 million, resulting in identifiable net assets of $39.7 million.
The increase in liabilities primarily reflects amounts acquired as part of the acquisition of Challenger, including $3.6 million of accounts payable and accrued liabilities and a $2.6 million asset retirement obligation relating to a legacy Spanish subsidiary, which is currently undergoing a liquidation process.
During the year ended December 31, 2025, the Company reported a net loss of $10.2 million (2024: $7.7 million). The increase in net loss was primarily driven by higher general and administrative expenses, including a $1.9 million increase in non-cash share-based compensation, a $0.5 million increase in salaries and benefits, a $0.3 million increase in professional fees and investor relations costs. In addition, interest income decreased by $0.3 million due to lower average cash balances as cash resources were utilized during the year.
During the year ended December 31, 2025, the Company issued the following stock options and restricted share units:
· On June 27, 2025, the Company granted a total of 100,000 stock options to Mr. Carmello Morelli, at that time an officer of the Company.
· On June 27, 2025, the Company granted a total of 4,200,000 RSUs to certain directors and officers of the Company. The RSUs will vest on June 27, 2026.
· On November 30, 2025, 900,000 options with an exercise price of $0.16 were cancelled.
· During the year ended December 31, 2025:
· 4,128,090 stock options were exercised for aggregate cash proceeds of $811,895, and
· 2,400,000 RSUs vested and were converted to common shares with a value of $2,290,796.
· Subsequent to period end:
· on January 6, 2026, the Company announced that 400,000 stock options had been exercised for cash proceeds of $29,062,
· on January 6, 2026, the Company announced the issuance of an aggregate of 2,600,000 common shares upon the conversion of RSUs. The common shares were admitted to trading on January 7, 2026,
· on March 27, 2026, The Company announced the exercise of an aggregate of 800,000 stock options for cash proceeds of $64,105, and
· on April 24, 2026, the Company announced the exercise of an aggregate of 625,000 stock options for cash proceeds of CAD$110,500.
Subsequent to year end, on 4 February 2026, the Company advised it had reached agreement to resolve arbitration with ExxonMobil in relation to the VMM-37 block in Colombia, whereby the parties had agreed to dismiss the arbitration; the Company had agreed to conditionally assign all its interests in VMM-37 to ExxonMobil; and ExxonMobil had agreed to make a total of $9 million in cash payments to the Company: an initial payment of $3 million within 60 days, and a second $6 million payment conditioned on approval of the assignment by the appropriate Colombian governmental agencies. Subsequently, the arbitration has been dismissed as agreed, and the Company has received the first payment of $3 million from ExxonMobil. The parties are working collaboratively in relation to securing the requisite governmental approvals, and presently expect payment of the second instalment prior to year end 2026.
Selected Annual Information
The following is selected financial data derived from the audited annual consolidated financial statements of the Company at December 31, 2025 and December 31, 2024 for the years then ended:
|
|
Year Ended December 31, 2025 $ |
Year Ended December 31, 2024 $ |
|
Total revenues |
nil |
nil |
|
Total loss |
(10,223,896) |
(7,666,402) |
|
Net loss per share - basic |
|
|
|
Net loss per share - diluted |
(0.03) |
(0.02) |
|
Assets / Liabilities |
As at December 31, 2025 $ |
As at December 31, 2024 $ |
|
Current assets |
12,670,864 |
12,844,567 |
|
Non-current assets |
49,453,981 |
9,070,018 |
|
Total assets |
62,124,845 |
21,914,585 |
|
Current liabilities |
7,626,488 |
1,385,006 |
|
Non-current liabilities |
364,124 |
353,824 |
|
Total liabilities |
7,990,612 |
1,738,830 |
|
Distribution or cash dividends |
nil |
nil |
· The net loss for the year ended December 31, 2025, consisted primarily of (i) exploration and evaluation expenditures of $106,479; (ii) general and administrative expenses of $10,258,135; (iii) joint venture loss of $31,360; and (iv) income tax expense of $58,888. These fees were offset by (i) foreign exchange loss of $104,699; (ii) other income of $nil; and (iii) interest income of $335,665.
· The net loss for the year ended December 31, 2024, consisted primarily of (i) exploration and evaluation expenditures of $2,091,088; (ii) general and administrative expenses of $7,361,576; (iii) foreign exchange loss of $1,396,702; (iv) joint venture loss of $84,165; and (v) income tax expense of $193,164. These fees were offset by interest income of $621,033.
· The Company's ability to fund its operations is dependent on securing financing by issuing equity and / or debt instruments, selling assets, proceeds from sales of produced hydrocarbons, and / or royalty income. The value of any prospective hydrocarbons is dependent upon the existence of economically recoverable reserves, the ability to obtain the necessary financing to complete exploration, development and production activities, and the future profitable production or proceeds from the disposition of successful hydrocarbons projects. See "Trends" and "Risk Factors".
Discussion of Operations
1. Namibia
PEL 83 - Orange Basin, offshore Namibia (4.9% indirect interest)
The Company holds an indirect carried interest in PEL 83 (Blocks 2813A/2814B) which is located in the northern Orange sub-basin approximately 150 km off the south-west coast of Namibia. The Barremian Aptian source rock (Kudu shale) is mature and believed to be within the oil mature window across PEL 83.
In November of 2023, Galp Energia spudded the Mopane-1X exploration well targeting two AVO anomalies (AVO-1 and AVO-2) and in January 2024 announced discoveries in both AVO anomalies of significant columns of light oil in reservoirs of high-quality sands. Given these results Galp Energia proceeded with drilling of a second well, Mopane-2X, and in March 2024 reported several discoveries at the Mopane-2X location, with each of the AVO-1 appraisal target, AVO-3 exploration target and a deeper target fully cored and logged. Notably, the AVO-1 appraisal target at the Mopane-2X location found the same pressure regime as in the Mopane-1X discovery well located approximately eight kilometers to the east, thus confirming its lateral extension.
In April 2024, Galp Energia successfully completed drill stem testing operations at the Mopane-1X well and reported that the reservoirs' log measures contain good porosities, high pressures and high permeabilities in large hydrocarbon columns. Fluid samples presented very low oil viscosity and contained minimum CO2 and no H2S concentrations.
Late in 2024, the Mopane-1A well, an AVO-1 appraisal well, was drilled, cored and logged, with the well encountering light oil and gas-condensate. This was followed by the Mopane-2A well, which successfully appraised and extended the AVO-3 reservoir and the AVO-4 discovery, a column of light oil in a deeper reservoir. Galp Energia subsequently completed drilling the Mopane-3X exploration well to the south-east and announced light oil discoveries in two stacked prospects, AVO-10 and AVO-13, plus a deeper target.
Galp Energia has indicated potential resources of approximately 10 billion barrels and has provided an initial 3C contingent resource estimate of around 875 million barrels (gross). Initial well flow rates (infrastructure constrained) were reported at approximately 14,000 barrels of oil per day.
On 9 December 2025, TotalEnergies announced that it has entered into an agreement with Galp Energia to acquire a 40% operated interest in PEL083. Under the terms of the agreement, TotalEnergies will become operator of PEL083 and will carry 50% of Galp Energia's costs for exploration, appraisal and initial development. Completion of the transaction is subject to customary approvals from Namibian authorities and joint venture partners, with closing expected in 2026.
Subsequent to period end:
· in February 2026, as part of its 2025 annual results presentation, TotalEnergies indicated in relation to PEL 83 that (i) the Mopane project FID target was 2028, with first oil target in 2032; (ii) a development concept based around FPSO and 20,000 boepd production was contemplated; and (iii) considerable upside exploration potential of up to a further 1.5 bn barrels had been identified both within an expansion of the Mopane project and in the broader PEL 83 block, and
· on 23 March 2026, Galp Energia released its Integrated Management Report 2025, in which it detailed a significant upgrade to 3C contingent resources at the Mopane discovery on PEL 83, offshore Namibia. The previously reported 3C contingent resource of approximately 875 mmboe (gross) has been upgraded to approximately 1.38 bn boe (gross), the increase reflective of the success of the exploration drilling campaign at Mopane. This upgrade represents a 57% increase to the Mopane resource base.
PEL 79 - Orange Basin, offshore Namibia (16.17% indirect interest)
The Company holds an indirect and carried interest in PEL 79 (Blocks 2815/2915) which is located in the northern Orange sub-basin off the south-west coast of Namibia.
Adjacent to the west is PPL 3, home to the Kudu Gas Field, discovered by the drilling of the Kudu-1 well in 1974 and delineated by seven subsequent wells. During 2023, BW Energy acquired 4,600 km2 of 3D seismic across all of PPL003 aimed at further developing the oil prospectivity on the block. BW Energy is currently drilling the Kharas exploration/appraisal well on PPL 3, with expected completion in early Q1 2026.
The Barremian Aptian source rock (Kudu shale) is mature and believed to be within the oil mature window across PEL079. The initial interpretation of the block led to the identification of three potential targets. Additionally, as the block is adjacent to the Kudu Field there is also potential for the extension of the Kudu trend in this block. The 2815/15-1 well, drilled by a subsidiary of Chevron in 1996 had gas shows. It also validated the succession of shale intercalated with thin fluvial deltaic sandstones.
The Company's interest in PEL 79 was secured in June 2024 as a result of the Giraffe acquisition. NAMCOR is the operator of the block and holds a 67% interest. As part of the Giraffe acquisition, Sintana retains an option to increase its ownership to up to 67% of Giraffe at any time over the five years following completion of the Giraffe acquisition, with the cost of exercise of that option being US$1 million.
PEL 87 - Orange Basin, offshore Namibia (7.35% indirect interest)
The Company holds an indirect and carried interest in PEL 87 (Block 2713) offshore Namibia, and to the northwest of the Kudu Gas Field.
Seismic data covers more than 1,400 km2 of 3D and regional grid of 2D seismic ties to other blocks and key wells. The Moosehead-1 well, drilled by HRT in 2013, encountered a thick Barremian carbonates source rock section and thick shale seal section, but lacked maturity and porosity at well location. PEL087 contains the Saturn turbidite complex that spans more than 2,400 km2 and has significant oil potential. The Aptian/Albian age fan rests directly on top of source rocks and contains several sands within the 280m gross section.
In March 2023, Woodside entered into an option agreement to acquire a 56% participating interest in PEL087, in consideration for which it agreed to fund the full costs of a 3D seismic acquisition campaign. A 6,593 km2 3D seismic acquisition programme over and around PEL087 was completed in May 2023 at a cost of US$40 million, the costs of which were fully born by Woodside. In March 2025 Woodside decided not to exercise its option, and as a result Pancontinental, the operator of the block, is currently engaged in a process to secure an alternate partner for PEL087 with equivalent carry rights for the Company.
Subsequent to period end, on 18 March 2026, Pancontinental Energy Limited ("Pancontinental"), the joint venture partner and operator of PEL 87, advised that it had received notification from the Namibian Ministry of Industry, Mines and Energy (MIME) that the Minister has granted approval to Pancontinental's application to extend the current First Renewal Exploration Period of PEL 87 by 12 months, to January 22 2027. The extension has been granted with the following work commitments to be carried out on PEL 87 during the extension period: (i) undertaking of an Environmental Impact Assessment ("EIA"), (ii) reprocessing of 3D seismic data and seismic interpretation, and (iii) drilling of an exploration well. Currently the EIA is well progressed, having commenced in 2025, with the seismic reprocessing work program focusing on a subset of PEL 87 3D. The main purpose of the seismic work will improve seismic signal quality in specific areas.
PEL 90 - Orange Basin, offshore Namibia (4.9% indirect interest)
The Company holds an indirect interest in PEL 90 (Block 2813B) offshore southern Namibia, in the northern Orange Basin, in water depths between 2,300m and 3,300m.
In October 2022, Chevron acquired an 80% operated working interest in PEL 90 in exchange for a full-carry on initial exploration activities including a 6,600 km2 3D seismic programme and an initial exploration well.
In January 2024, Chevron drilled the Kapana-1X exploration on PEL 90. The well did not encounter commercial hydrocarbons, but operations did return valuable information on important aspects of the basin and increased confidence in future operations on PEL 90. The Company was fully carried in all costs associated with that well. In December 2024 Qatar Energy entered into PEL 90 through the acquisition of a 27.5% participating interest.
Chevron has filed environmental applications which would enable the drilling of up to five exploration wells and five appraisal wells. Additionally, Chevron has announced its intension to proceed with planning and drilling operations associated with the Nabba-1X well expected to be drilled in Q4 2026. The Company's indirect interest is not carried for any additional exploration activity that may occur on PEL 90, but retains carry through any appraisal operations. Initial estimates are that the Company's share of the cost of any future exploration well on PEL 90 would be in the range of $6 to $7 million.
It is worth noting that in early 2022, TotalEnergies announced a light oil discovery at Venus-1, with the well encountering 84 metres of net oil pay in good quality Lower Cretaceous reservoir. The Venus appraisal programme was followed by the drilling of the Mangetti-1X well in early 2024 which is located less than 30 km from the southern boundary of PEL 90.
PEL 82 - Walvis Basin, offshore Namibia (4.9% indirect interest)
The Company holds an indirect and carried interest in PEL082 (Blocks 2112B/2212A) offshore Namibia in the Walvis Basin. Two historic wells have been drilled on the block - the Wingat-1 well drilled by a subsidiary of HRT in 2013, which recovered oil, and the Murombe-1 well, drilled by HRT in 2013, which intersected a mature oil-prone source in the Aptian sequence.
In April 2024, Chevron acquired an 80% operated working interest in PEL 82. A 3,440 km2 3D seismic survey in PEL 82 has resulted in the delineation of a number of significant prospects consisting of Lower Cretaceous submarine fans that are stratigraphically trapped.
Chevron is currently evaluating the prospect inventory and is considering an exploration drilling program potentially in 2027. The Company's indirect interest is fully carried for the cost of this program.
PEL 37 - Walvis Basin, offshore Namibia (potential indirect interest)
Subsequent to period end, on January 21, 2026, the Company announced that it had entered into a Letter of Intent ("LOI") securing a period of exclusivity in relation to a potential investment that would provide an indirect interest in PEL 37 in the Walvis Basin, offshore Namibia. PEL 37 is immediately adjacent to and north of PEL 82. The exclusivity period runs initially through to April 30, 2026, during which the Company has been undertaking technical, commercial and legal due diligence and negotiating potential transaction terms. To secure the exclusivity, the Company agreed to pay a $1 million deposit, one-third of which is non-refundable should the Company elect not to proceed. As at the date of this MD&A, the Company continues to undertake due diligence as to the technical and commercial merits of this opportunity, and in parallel is seeking to negotiate suitable transaction terms - the exclusivity period is expected to be extended.
PEL 103 - Waterberg Basin, onshore Namibia (13.23% indirect interest)
The Company holds an indirect interest in PEL 103 (Block 1918B) which is located onshore in the North-East of Namibia, in the Waterberg Basin. Thick Permian Karoo Supergroup sediments are present in the Waterberg Basin, which provide a favourable setting for hydrocarbon exploration. Waterberg Basin geology is characterized by coal and shales, with 19 million tons of coal reserves indicated within the vicinity of PEL 103. Permian source rocks are expected as well as several reservoir intervals from Permian to Triassic. A small portion of the Basin has been drilled to date and more untested sub-basins are likely to exist.
The Waterberg Basin is adjacent to the Kavango Basin, where Recon Africa holds acreage. Recon Africa's first Stratigraphic Test well on its acreage resulted in a discovery, confirming an active petroleum system with porous and permeable sediments containing marine hydrocarbons. PEL 103 is located ~55 km to the south-west of Recon Africa's acreage, and based on the results of Recon Africa's well it is believed that the Permian sediments on PEL 103 could hold similar hydrocarbons.
As reported in December 2025, Recon Africa's Kavango West 1X well in Namibia encountered approximately 400 metres of hydrocarbon-bearing Otavi carbonate section, including 64 metres of confirmed net pay, with production testing scheduled for Q1 2026.
2. Uruguay
AREA OFF-1 (40% working interest)
AREA OFF-1 is a large block covering approximately 14,557 km2 located approximately 100 to 150 km offshore Uruguay in relatively shallow water depth (50 to 1,000 metres). Challenger (a subsidiary of the Company following the Challenger acquisition) was the first company to bid in the new Uruguay Open Round in May 2020, and in June 2020 was awarded AREA OFF-1, with the initial four-year exploration period commencing on 25 August 2022.
In late 2022, in view of growing industry interest in Uruguay's offshore, Challenger made a decision to accelerate and expand the work required to be completed on AREA OFF-1 during the first four-year exploration period. In doing so, three material prospects with significant resource potential were identified and delineated.
In March 2024, Challenger entered into a farmout agreement with a subsidiary of Chevron for the AREA OFF-1 block. That transaction completed on 29 October 2024. Under the terms of the farmout agreement, in addition to payment of US$12.5 million in cash, Chevron assumed a 60% operated interest in the block, in exchange for a full carry on a 3D seismic acquisition (up to a total gross programme value of $37.5 million) and a partial carry on any subsequent exploration well (up to a total gross well cost of $100 million).
On 8 December 2025, the Uruguayan Ministry of Environment issued the necessary environmental permits for seismic acquisition in Uruguayan territorial waters.
Subsequent to period end on 3 March 2026, the planned 3D seismic acquisition campaign on AREA OFF-1, offshore Uruguay, commenced. The survey is being carried out by the contractor Viridien, using the BGP Prospector vessel, and will cover a total of approximately 4,300 km2. Acquisition fieldwork will take place over two seasons: February-April 2026 and November 2026-April 2027, with most acquisition relevant to the key prospects on AREA OFF-1 expected to be completed in the first season. Fast-track results from seismic acquired in the first season are expected in Q4 2026, with full PSDM results from the first season expected in Q2 2027.
AREA OFF-3 (100% working interest)
AREA OFF-3 is a large block covering an area of 13,252 km2 located approximately 75 km to 150 km offshore Uruguay in relatively shallow water depths (25 to 1,000 metres). The Company holds a 100% working interest in and is the operator of the block, which was awarded in March 2024, and with the initial four-year exploration period commencing on 7 June 2024.
The licence for AREA OFF-3 provides for a modest work commitment in the initial four-year exploration period, and no drilling obligation. Similar to AREA OFF-1, the Company's plan during the initial four-year exploration period has been to accelerate and expand the technical work programme, and thus far reprocessing, interpretation and mapping 1,250 km2 of 3D seismic data has been completed, supplemented by a number of ancillary technical workstreams (and substantially discharging all minimum work obligations in the initial four-year exploration period). The technical work completed to-date has identified and delineated two primary prospects with material resource potential.
In July 2025, Sintana initiated a farmout process for the AREA OFF-3 block, with multiple parties undertaking technical and commercial due diligence on the asset. As at the date of this MD&A, the farm-out process is ongoing.
3. Angola
KON-16 - Kwanza Basin, Angola (5% potential indirect interest)
The Company entered into heads of terms with Corcel on 13 May 2025 to acquire an indirect 5% participation interest in the KON-16 licence, which is located in the central coast of Angola, in the Kwanza Basin. A definitive agreement in relation to this acquisition is expected to be entered into by the end of April 2026, and completion of the transaction will follow pending satisfaction of conditions precedent, including regulatory approval, with completion expected in Q4 2026. See further "Proposed Transactions", below.
Subsequent to period end, on 26 February 2026 Corcel announced that acquisition of 326-line km of high resolution 2D seismic data acquired over the KON-16 block had been completed, with initial internal review of the raw field data showing excellent data quality, and providing clear imaging of key pre-salt. Seismic processing will follow with results expected throughout the course of 2026 to support prospect maturation and drilling preparation.
4. Legacy Assets
Colombia
The VMM-37 block (175 km 2) is in the Middle Magdalena Basin, which is the oldest producing basin in Colombia. In November 2012, the Company had entered into a farmout agreement an affiliate of Exxon Mobil Corporation that provided initially for a conveyance to Exxon of a 70% operated working interest in the unconventional horizons associated with VMM-37 in exchange for, among other things, an upfront cash payment and a commitment to fund 100% of certain exploration and appraisal activities including the drilling of exploration wells. The Company retained a 100% participation interest in the conventional resources overlying the top of the unconventional interval.
On 18 April 2023, the Company announced that Exxon had provided notice that it had determined to withdraw from VMM‑37 as of 31 May 2023. An arbitration claim in respect of this matter was subsequently filed by the Company in July 2023.
Subsequent to period end, on 4 February 2026, the Company advised it had reached agreement to resolve the arbitration against ExxonMobil in relation to the VMM-37 block in Colombia, whereby the parties had agreed to dismiss the arbitration; the Company had agreed to conditionally assign all its interests in VMM-37 to ExxonMobil, and ExxonMobil had agreed to make a total $9 million cash payment to the Company: an initial payment of $3 million within 60 days, and a second $6 million conditioned on approval of the assignment by the appropriate Colombian governmental agencies. Subsequently, the arbitration has been dismissed as agreed, and the Company has received the first payment of $3 million from ExxonMobil. The parties are working collaboratively in relation to securing the requisite governmental approvals, and presently expect payment of the second instalment prior to year end 2026. Assuming the settlement is completed and full payment is received as agreed, the Company will have no further operations or assets in Colombia and no future plans in this regard at the present time.
The Bahamas
A subsidiary company of Challenger entered into Licence Agreements with The Government of the Commonwealth of the Bahamas on 26 April 2007, for each of the Bain, Cooper, Donaldson and Aneas licence areas, offshore The Bahamas.
Extensive technical work was undertaken on the licence areas between 2008 and 2020 (including 3D seismic acquisition in 2012) and in late 2020 The Perseverance-1 well was drilled in the licence areas. In March 2021, consistent with the terms of the licences, application was made to the Government of The Bahamas to renew the licences for a third exploration period. However, the Government of The Bahamas has not yet responded to this application and, given the length of time that has passed since the application was made, the Company is presently exploring alternative means of monetizing the value of its historic investment in The Bahamas, including considering legal remedies available against the Government of The Bahamas. As such, the licence interests are considered to be legacy assets and Sintana has no active operations in The Bahamas.
Summary of Select Quarterly Information
The following table provides a summary of the Company's financial statements, for each of the eight most recently completed quarters:
|
|
|
Profit or (Loss) |
|
|
|
|
|
|
Basic and |
|
|
|
|
|
Diluted Income |
|
|
|
Total |
|
(Loss) Per |
Total |
|
|
Revenues |
Total |
Share(9) |
Assets |
|
Quarter Ending |
($) |
($) |
($) |
($) |
|
2025-December 31 |
Nil |
(3,207,265)(1) |
(0.01) |
62,124,845 |
|
2025-September 30 |
Nil |
(2,561,374)(2) |
(0.01) |
20,488,044 |
|
2025-June 30 |
Nil |
(2,161,878)(3) |
(0.01) |
21,430,996 |
|
2025-March 31 |
Nil |
(2,293,278)(4) |
(0.01) |
21,074,912 |
|
2024-December 31 |
Nil |
(2,213,993)(5) |
(0.01) |
21,914,585 |
|
2024-September 30 |
Nil |
(1,375,213)(6) |
(0.00) |
24,575,680 |
|
2024-June 30 |
Nil |
(3,798,618)(7) |
(0.01) |
24,535,794 |
|
2024-March 31 |
Nil |
(278,578)(8) |
(0.00) |
27,964,701 |
Notes:
(1) Net loss of $3,207,265 consisted primarily of: exploration and evaluation expenditures of $65,011, general and administrative expenses of $3,147,068 and income tax expense of $58,888, which were offset by a joint venture gain of $4,864, foreign exchange gain of $2,581 and interest income of $56,257.
(2) Net loss of $2,561,374 consisted primarily of: exploration and evaluation expenditures of $27,371, general and administrative expenses of $2,753,975 and joint venture loss of $19,637 which was offset by a foreign exchange gain of $152,742 and interest income of $86,865.
(3) Net loss of $2,161,878 consisted primarily of: exploration and evaluation expenditures of $5,098, general and administrative expenses of $2,088,447, joint venture loss of $8,865 and foreign exchange loss of $149,547 which was offset by interest income of $90,079.
(4) Net loss of $2,293,378 consisted primarily of: exploration and evaluation expenditures of $9,000, general and administrative expenses of $2,268,646 joint venture loss of $7,723 and foreign exchange loss of $110,475 which was offset by interest income of $102,465.
(5) Net loss of $2,213,993 consisted primarily of: exploration and evaluation expenditures of $21,797, general and administrative expenses of $3,190,370, joint venture loss of $54,041 and income tax expense of $193,165, which was offset by Interest Income of $140,939 and foreign exchange gain of $1,104,762.
(6) Net loss of $1,375,213 consisted primarily of: exploration and evaluation expenditures of $8,200, general and administrative expenses of $1,251,197, foreign exchange loss of $280,968, joint venture loss of $21,330, which was offset by Interest Income of $174,800 and gain on accounts payable of $11,682.
(7) Net loss of $3,768,618 consisted primarily of: exploration and evaluation expenditures of $2,051,817 general and administrative expenses of $2,229,389, joint venture loss of $23,736, which was offset by interest income of $247,878, gain on accounts payable of $17,329 and foreign exchange gain of $241,116.
(8) Net loss of $278,578 consisted primarily of: exploration and evaluation expenditures of $9,274, general and administrative expenses of $690,621, which was offset by joint venture gain of $14,943, foreign exchange gain of $331,792, interest income of $57,415 and gain on accounts payable of $17,166.
(9) Per share amounts are rounded to the nearest cent, therefore aggregating quarterly amounts may not reconcile to year-to-date per share amounts.
Variances in the Company's quarterly net income or loss are largely attributable to variances in the magnitude and timing of the Company's exploration and evaluation expenditures and recoveries, transactions costs, share-based payments, professional fees and other general and administration costs, foreign exchange gain / loss, gain or loss on asset sales, interest and other income and loss on debt extinguishment.
Results of Operations
Three months ended December 31, 2025 compared with three months ended December 31, 2024
Sintana's net loss totalled $3,207,265 for the three months ended December 31, 2025, with basic and diluted loss per share of $0.01. This compares with a net loss of $2,213,993 for the three months ended December 31, 2024, with basic and diluted loss per share of $0.01. The increase of $993,272 in net loss was principally due to:
· Exploration and evaluation expenditures increased to $65,011 for the three months ended December 31, 2025 compared to $21,797 for the comparative period.
· General and administrative expenses decreased by $43,303. General and administrative expenses totalled $3,147,068 for the three months ended December 31, 2025 (three months ended December 31, 2024 - $3,190,370) and consisted of share-based compensation of $1,447,566 (three months ended December 31, 2024 - $2,079,894) salaries and benefits of $1,786,068 (three months ended December 31, 2024 - $667,325), professional fees of $194,176 (three months ended December 31, 2024 - $180,721), administrative and general expenses of $44,227 (three months ended December 31, 2024 - $46,548), investor relations of $109,110 (three months ended December 31, 2024 - $139,482), travel expenses of $42,591 (three months ended December 31, 2024 - $74,344) and reporting issuer costs of $21,469 (three months ended December 31, 2024 - $2,306). In addition to these costs a further credit was recorded under business acquisition costs of $498,140 (three months ended December 31, 2024 - credit of $250) which occurred due to a reversal of costs incurred in the previous period which were subsequently capitalized on the last quarter of each respective year.
The Company incurred a decrease in share-based compensation of $632,328 for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The decrease was the result of a reduction in vesting over time of options and RSUs.
The Company incurred an increase in salaries and benefits of $1,118,743 for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. This was the result of an increase in salaries effective as of January 1, 2025 and performance bonuses and termination benefits paid during the current period.
The Company incurred an increase in professional fees of $13,455 for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The Increase can be attributed to higher legal, audit and accounting fees during the three months ended December 31, 2025 compared to the three months ended December 31, 2024.
The Company incurred a decrease in investor relations expense of $30,372 for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The decrease can be attributed to a moderate reduction in investor communication and outreach efforts.
The Company incurred a foreign exchange gain of $2,581 for the three months ended December 31, 2025 compared to a gain of $1,104,762 in the period ended December 31, 2024, which was primarily attributable to US dollar and Canadian dollar exchange rate fluctuations.
The Company recorded a joint venture gain of $4,864 for the three months ended December 31, 2025 compared to a loss of $54,041 for the three months ended December 31, 2024. This is due to the Company's share of the Inter Oil loss/income.
The Company recorded an income tax expense of 58,888 for the three months ended December 31, 2025 compared to an income tax expense of $193,164 for the three months ended December 31, 2024, which was primarily due to the recognition of the current income tax payable and deferred income tax liability during the current and prior period.
Year ended December 31, 2025 compared with year ended December 31, 2024
Sintana's net loss totalled $10,223,896 for the year ended December 31, 2025, with basic and diluted loss per share of (0.03). This compares with a net loss of $7,666,402 for the year ended December 31, 2024, with basic and diluted loss per share of (0.02). The increase of $2,557,494 in net loss was principally due to:
· Exploration and evaluation expenditures decreased to $106,479 for the year ended December 31, 2025 compared to $2,091,088 for the comparative period.
· General and administrative expenses increased by $2,896,559. General and administrative expenses totalled $10,258,135 for the year ended December 31, 2025 (year ended December 31, 2024 - $7,361,576) and consisted of share-based compensation of $5,978,695 (year ended December 31, 2024 - $4,040,963) salaries and benefits of $2,657,133 (year ended December 31, 2024 - $2,109,280), professional fees of $726,289 (year ended December 31, 2024 - $467,846), administrative and general expenses of $174,979 (year ended December 31, 2024 - $93,080), investor relations of $460,203 (year ended December 31, 2024 - $396,424), travel expenses of $172,879 (year ended December 31, 2024 - $217,350) and reporting issuer costs of $87,957 (year ended December 31, 2024 - $36,633).
The Company incurred an increase in share-based compensation of $1,937,732 for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was the result of the vesting over time of options and RSUs.
The Company incurred an increase in salaries and benefits of $547,853 for the year ended December 31, 2025, compared to the year ended December 31, 2024 which was linked to severance payments made to certain Directors associated with the acquisition of Challenger.
The Company incurred an Increase in professional fees of $258,443 for the year ended December 31, 2025, compared to the year ended December 31, 2024. The Increase can be attributed to increased legal, audit and accounting fees during the year ended December 31, 2025 compared to the year ended December 31, 2024.
The Company incurred an increase in investor relations expense of $63,779 for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase can be attributed to a significant increase in the investor communication and outreach efforts.
The Company incurred a foreign exchange loss of $104,699 for the year ended December 31, 2025 compared to a gain of $1,396,702 in the period ended December 31, 2024, which was primarily attributable to US dollar and Canadian dollar exchange rate fluctuations.
The Company recorded a joint venture loss of $31,360 for the year ended December 31, 2025 compared to a loss of $84,165 for the year ended December 31, 2024. This is due to the Company's share of the Inter Oil loss.
The Company recorded an income tax expense of $58,888 for the year ended December 31, 2025 compared to an income tax expense of $193,164 for the year ended December 31, 2024, which was primarily due to the recognition of the current income tax payable and deferred income tax liability during the current and prior period.
Acquisition of Challenger Energy Group PLC
As noted, during 2025, the Company completed a transaction to acquire all of the issued and to be issued ordinary share capital of Challenger. The completion of the transaction was effective 16 December 2025, and resulted in the issuance of 126,731,086 new common shares of the Company to former Challenger shareholders, with a value of the date of issuance of $35,950,774.
The acquisition of Challenger did not meet the definition of a business combination under IFRS 3, Business Combination. Accordingly, the acquisition was accounted for as an asset acquisition, with a number of consequent effects on the operations, financial condition, financial performance and cash flows of the Company, as described further below.
The following table summarizes the fair value of the purchase price of Challenger and the allocation to net assets acquired:
|
Purchase Price Consideration |
|
|
Common shares issued to acquire all the share in Challenger (126,731,086 Sintana common shares issued) |
35,950,774 |
|
Costs related to the acquisition of Challenger |
3,745,627 |
|
|
39,696,401 |
|
|
|
|
Net Assets Acquired (Fair Value) |
|
|
Statement of financial position |
|
|
Cash and cash equivalents |
4,451,617 |
|
Accounts receivable and other assets |
1,394,562 |
|
Tangible assets |
41,417 |
|
Intangible assets |
39,288,794 |
|
Restricted cash |
707,602 |
|
Accounts payable and other liabilities |
(3,555,859) |
|
Asset retirement obligation |
(2,631,732) |
|
Total |
39,696,401 |
|
Cash inflows |
|
|
Cash and cash equivalents acquired |
4,451,617 |
|
Costs related to the acquisition of Challenger (capitalized to intangible costs) |
(3,745,627) |
|
Net cash inflows |
705,990 |
Liquidity
The Company derives no income from operations. Accordingly, the activities of the Company have been financed by cash raised through private placements of securities, convertible debentures, exercise of stock options and warrants, interest income and sales of non-core assets. As the Company does not expect to generate positive cash flows from operations in the near future, it will continue to rely primarily on additional financings to raise additional capital, in due course and if needed. The Company has no debt.
At the date of this MD&A, the Company estimates that it has or will have cash resources (including cash balances and cash expected to be received in due course during the next 12 months pursuant to firm contractual obligations) adequate to carry on business activities for the next 12 months, based on the Company's current property interests and currently committed expenditures during such period. Following such 12-month period, unless the Company commences producing hydrocarbons in sufficient quantities to meet the Company's ongoing need for additional working capital, the Company might need to secure additional financing.
The most significant variables for cash movements are expected to be:
(i) the size, timing and results of the Company's requirements to fund participation in drilling and exploration activities on various portfolio assets where those obligations are not the subject of carries,
(ii) the Company's overhead and G&A cost, which is approximately US$4 million per annum, and
(iii) the Company's ability to continue to access additional capital to fund its ongoing activities in Namibia, Uruguay and Angola.
Although the Company has been successful in raising funds to date, there is no assurance that future equity capital and / or debt capital will be available to the Company in the amounts or at the times required or on terms that are acceptable to the Company, if at all. See "Risk Factors" below.
Capital Resources
The Company monitors its capital structure and makes adjustments, as deemed necessary, in an effort to meet its commitments and objectives. The Company can manage its capital structure by issuing additional shares and debt, purchasing outstanding shares, reducing participation interests, adjusting capital spending and operating costs, and / or disposing of assets. The cash forecasts and capital structure are reviewed by management and the Board on an ongoing basis. There were no changes to how management manages its capital during 2025.
The Company considers its financial capital to be shareholders' equity, which comprises share capital, warrants, contributed surplus (which includes stock options and RSUs) and deficit, which at December 31, 2025 totalled to a shareholders' equity of $54,134,233 (December 31, 2024 - $20,175,755).
The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than Policy 2.5 of the TSX-V which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months. As of December 31, 2025, the Company was compliant with Policy 2.5.
In connection with the acquisition of Challenger, the Company entered into a loan agreement with Charlestown Energy Partners, LLC ("Charlestown"), a shareholder of the Company and a related party, pursuant to which Charlestown has agreed to provide the Company with a working capital facility of up to US$4 million (the "Facility") from the closing date of the acquisition. The Facility may be terminated by the Company at any time upon providing not less than 20 business days' prior written notice to Charlestown. As at the date of this MD&A, the Company has not drawn down on the Facility.
Details of the Company's common shares, options and RSUs is set out under "Disclosure of Share Capital", below.
Off-Balance Sheet Arrangements
As of the date of this MD&A, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its results of operations or financial condition, including, and without limitation, such consolidations as liquidity, capital expenditure and capital resources that would be considered material to investors.
Directors and Key Management Compensation, Share Based Payments, and Transactions Between Related Parties
Cash remuneration of directors and key management personnel of the Company during the period and as compared to the prior period were as follows:
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
||||
|
|
Base Salary/ |
|
|
Base Salary/ |
|
|
|
|
Directors' |
Performance |
|
Directors' |
Performance |
|
|
Salaries and Benefits(1) |
fees |
bonus |
Total |
fees |
bonus |
Total |
|
Keith Spickelmier - Director / |
|
|
|
|
|
|
|
Executive Chairman |
121,250 |
100,000 |
221,250 |
100,000 |
40,000 |
140,000 |
|
Robert Bose - Director / |
|
|
|
|
|
|
|
Chief Executive Officer |
300,000 |
300,000 |
600,000 |
237,500 |
700,000 |
937,500 |
|
Douglas Manner - Director / President |
105,500 |
50,000 |
155,500 |
100,000 |
20,000 |
120,000 |
|
Sean Austin - Vice President, Controller, |
|
|
|
|
|
|
|
Secretary & Treasurer |
175,000 |
125,000 |
300,000 |
146,250 |
300,000 |
446,250 |
|
Knowledge Katti - Director |
139,280 |
50,000 |
189,280 |
26,764 |
107,000 |
133,764 |
|
David Cherry - Chief Operating Officer(2) |
110,000 |
30,000 |
140,000 |
100,000 |
20,000 |
120,000 |
|
Bruno Maruzzo - Director(2) |
31,658 |
20,000 |
51,658 |
28,551 |
10,000 |
38,551 |
|
Dean Gendron - Director(2) |
31,658 |
20,000 |
51,658 |
28,551 |
10,000 |
38,551 |
|
Eytan Uliel - Director / President(3) |
37,149 |
- |
37,149 |
- |
- |
- |
|
Iain McKendrick - Director(3) |
3,432 |
- |
3,432 |
- |
- |
- |
|
Jonathan Gilmore - Chief Financial Officer(3) |
6,800 |
- |
6,800 |
- |
- |
- |
|
Total |
1,061,727 |
695,000 |
1,756,727 |
767,616 |
1,207,000 |
1,974,616 |
Notes:
(1) Salaries and benefits include director fees. Balances for deferred compensation due to directors and key management personnel of $604,939 are included in deferred compensation as at December 31, 2025 (December 31, 2024 - $993,939).
(2) To 16 December 2025, ceased office / employment with the Company effective on completion of the Challenger acquisition
(3) From 16 December 2025, commenced office / employment with the Company effective on completion of the Challenger acquisition
In addition to the above, following completion of the Challenger transaction, certain cash payments were made pursuant to contractual obligations to Mr. Keith Spickelmier in respect of the loss of his Executive Chairman position ($206,761), to Mr Douglas Manner following termination of his position as President ($235,454) and to Mr. David Cherry following the termination of his role as President and Chief Operating Officer ($295,000).
During the period, directors and key management personnel of the Company were also awarded options and/or RSUs as part of their overall compensation arrangements. The number of options and RSUs awarded were as follows:
|
|
Year Ended |
Year Ended |
||
|
|
December 31, 2025 |
December 31, 2024 |
||
|
Share-based awards (Stock options and RSUs) |
Options |
RSUs |
Options |
RSUs |
|
Keith Spickelmier - Director / Executive Chairman |
- |
600,000 |
- |
1,400,000 |
|
Robert Bose - Director / Chief Executive Officer |
- |
600,000 |
1,900,000 |
- |
|
Douglas Manner - Director / President |
- |
600,000 |
- |
1,200,000 |
|
Sean Austin - Vice President, Controller, Secretary & Treasurer |
- |
600,000 |
1,600,000 |
- |
|
Knowledge Katti, Director |
- |
600,000 |
1,300,000 |
- |
|
David Cherry - Chief Operating Officer(1) |
- |
600,000 |
- |
1,200,000 |
|
Bruno Maruzzo - Director(1) |
- |
300,000 |
- |
600,000 |
|
Dean Gendron - Director(1) |
- |
300,000 |
- |
600,000 |
|
Carmelo Marrelli - Chief Financial Officer(1) |
100,000 |
- |
300,000 |
- |
|
Eytan Uliel - Director / President(2) |
- |
- |
- |
- |
|
Iain McKendrick - Director(2) |
- |
- |
- |
- |
|
Jonathan Gilmore - Chief Financial Officer(2) |
- |
- |
- |
- |
|
Total |
100,000 |
4,200,000 |
5,100,000 |
5,000,000 |
Notes:
(1) To 16 December 2025, ceased office / employment with the Company effective on completion of the Challenger acquisition
(2) From 16 December 2025, commenced office / employment with the Company effective on completion of the Challenger acquisition
The following table sets out the interests of the Directors and key management personnel and their families (including any interest known to that Director or key management person which could with reasonable diligence be ascertained by him) in the issued share capital of the Company as at the date of this MD&A:
|
|
Number |
Percentage of |
|
|
of Common |
Common |
|
Directors |
Shares |
Shares(3) |
|
Keith Spickelmier |
6,552,500 |
1.27 |
|
Robert Bose |
26,001,263(1) |
5.05 |
|
Eytan Uliel |
9,665,896 |
1.88 |
|
Iain McKendrick |
1,029,561 |
0.20 |
|
Douglas Manner |
5,595,558 |
1.01 |
|
Knowledge Katti |
22,490,001(2) |
4.37 |
|
Senior Managers |
|
|
|
Sean Austin |
6,925,000 |
1.35 |
|
Jonathan Gilmore |
91,646 |
0.02 |
Notes:
(1) Mr. Bose holds the legal and beneficial title in 2,213,503 Common Shares. Mr. Bose is also regarded as the beneficial owner of 23,787,760 Common Shares held by Charlestown Energy Partners LLC given his association with that entity.
(2) Mr. Katti holds the legal and beneficial title in 650,000 Common Shares. Mr. Katti is also the beneficial owner of 21,840,001 Common Shares held by Grisham Assets Corp.
(3) Calculated based on an aggregate of 514,781,240 common shares of the Company issued and outstanding on 29 April 2029.
The following table sets out details of the share options to acquire common shares held by each of the Directors and senior management personnel as at the date of this MD&A:
|
|
Shares |
Exercise |
|
|
|
under |
Price |
Expiry |
|
Director |
Option |
(CAD) |
Date |
|
Keith Spickelmier |
1,000,000 |
0.165 |
24.03.2027 |
|
|
800,000 |
0.110 |
16.12.2032 |
|
|
650,000 |
0.270 |
19.12.2033 |
|
Robert Bose |
1,000,000 |
0.165 |
24.12.2027 |
|
|
800,000 |
0.110 |
16.12.2032 |
|
|
650,000 |
0.270 |
19.12.2033 |
|
|
600,000 |
1.080 |
01.05.2034 |
|
|
1,300,000 |
1.230 |
13.12.2034 |
|
Eytan Uliel |
- |
- |
- |
|
Iain McKendrick |
- |
- |
- |
|
Douglas Manner |
1,000,000 |
0.165 |
24.03.2027 |
|
|
800,000 |
0.110 |
16.12.2032 |
|
|
650,000 |
0.270 |
19.12.2033 |
|
Knowledge Katti |
500,000 |
0.165 |
24.03.2027 |
|
|
400,000 |
0.110 |
16.12.2032 |
|
|
650,000 |
0.270 |
19.12.2033 |
|
|
300,000 |
1.080 |
01.05.2034 |
|
|
1,000,000 |
1.230 |
13.12.2034 |
|
Sean Austin |
1,000,000 |
0.165 |
24.03.2027 |
|
|
650,000 |
0.270 |
19.12.2033 |
|
|
600,000 |
1.080 |
01.05.2034 |
|
|
1,000,000 |
1.230 |
13.12.2034 |
|
Jonathan Gilmore |
- |
- |
- |
|
Total |
15,350,000 |
|
|
The following table sets out details of the RSUs held by each of the Directors and senior management personnel as at the date of this MD&A:
|
Director |
Number of RSU's |
Exercise Price |
Expiry Date |
|
Keith D. Spickelmier |
600,000 |
Nil |
27-Jun-26 |
|
|
1,000,000 |
Nil |
7-Jan-27 |
|
Robert Bose |
600,000 |
Nil |
27-Jun-26 |
|
|
1,500,000 |
Nil |
7-Jan-27 |
|
Douglas G. Manner |
600,000 |
Nil |
27-Jun-26 |
|
|
1,000,000 |
Nil |
7-Jan-27 |
|
Knowledge R. Katti |
600,000 |
Nil |
27-Jun-26 |
|
|
1,000,000 |
Nil |
7-Jan-27 |
|
Eytan Uliel |
- |
- |
- |
|
Iain McKendrick |
- |
- |
- |
|
Senior Manager |
|
|
|
|
Sean Austin |
600,000 |
Nil |
27-Jun-26 |
|
|
1,250,000 |
Nil |
7-Jan-27 |
|
Jonathan Gilmore |
- |
- |
- |
|
Total |
8,750,000 |
|
|
During the year ended December 31, 2025, the Company entered into the following transactions with related parties:
· the Company paid professional fees and disbursements totaling $147,845 (year ended December 31, 2024 - $64,375) to Marrelli Support Services Inc., and certain of its affiliates, together known as the "Marrelli Group", for: (i) Mr. Carmelo Marrelli, beneficial owner of the Marrelli Group, to act as the former Chief Financial Officer of the Company (until 16 December 2025 and who ceased office / employment with the Company effective on completion of the Challenger acquisition), (ii) regulatory filing services, and (iii) press release services; and
· In connection with the acquisition of Challenger, the Company entered into a loan agreement with Charlestown Energy Partners, LLC ("Charlestown"), a shareholder of the Company and a related party, pursuant to which Charlestown has agreed to provide the Company with a working capital facility of up to US$4 million (the "Facility") from the closing date of the acquisition. The Facility may be terminated by the Company at any time upon providing not less than 20 business days' prior written notice to Charlestown. As at the date of this MD&A, the Company has not drawn down on the Facility.
Proposed Transactions
Sintana is currently progressing a number of proposed transactions which may have future accounting implications.
In respect of the KON-16 investment in Angola, the structure involves the acquisition of a minority equity interest in a special purpose vehicle holding the underlying licence interest. Based on the currently proposed terms, it is not expected that this investment will result in significant influence, and therefore it is unlikely to be accounted for using the equity method; instead, it is expected to be treated as a financial asset, although this will be confirmed upon completion and finalization of governance rights.
In relation to the potential investment in PEL 37 in Namibia, the proposed acquisition of an approximate 30% indirect participating interest may give rise to significant influence, and therefore the investment would likely be accounted for as an associate using the equity method. However, the final accounting treatment will depend on the detailed terms of the agreements, including governance, control and participation rights, and will be assessed upon completion.
Critical Accounting Estimates
The Company's critical accounting estimates are those estimates that have a significant impact on the portrayal of its financial position and operations and that require management to make judgments, assumptions and estimates in the application of IFRS. Judgments, assumptions and estimates are based on historical experience and other factors that management believes to be reasonable under current conditions. As events occur and additional information is obtained, these judgments, assumptions and estimates may be subject to change. The Company' material accounting policies can be found in Note 3 of the Company's Financial Statements.
Changes in Accounting Policies including Initial Adoption
Functional and presentation currency:
Following the acquisition of Challenger and its subsidiaries and the Company's subsequent admission to AIM in the United Kingdom, Sintana Energy Inc. has elected to change the presentation currency of its consolidated financial statements from Canadian Dollars ("CAD") to United States Dollars ("USD"), including comparative information for the year ended December 31, 2024.
The change in presentation currency was made as the expanded Company is primarily invested in offshore assets along the Atlantic Margin, where the majority of expected input costs are denominated in USD, and any future revenues or proceeds from asset sales, farm-downs or production are likely to be realized in USD. In addition, given the Company's listing on the TSXV, OTCQX and AIM, USD was considered to be a more appropriate presentation currency for the enlarged and diverse shareholder base.
Transactions in foreign currencies are translated into each subsidiary's functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the period‑end exchange rate. Non-monetary items measured at historical cost are translated at the exchange rate at the date of the transaction, and non-monetary items measured at fair value are translated at the exchange rate at the date the fair value was determined. Foreign exchange differences arising on translation are recognized in the consolidated statement of loss and comprehensive loss, except for differences arising on the translation of foreign operations, which are recognized in other comprehensive income.
Accounting standards effective this year:
The Company adopted no new IFRSs and interpretations during 2025.
Future applicable accounting standards:
The following new standards and amendments to standards have been issued as at December 31, 2025 but are not yet effective. The Company does not plan to early adopt any of these new or amended standards and interpretations.
Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures:
In May 2024, the IASB issued amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures to clarify the date of recognition and derecognition of some financial liabilities settled using an electronic payment system before the settlement date. The amendments also clarify the classification of certain financial assets and introduce disclosure requirements for financial instruments with contingent features and equity instruments classified at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, and are to be applied retrospectively; restatement of prior periods is not required. The Company is currently evaluating the potential impact of these amendments on the Company's consolidated financial statements.
IFRS 18, Presentation and Disclosure in Financial Statements:
IFRS 18, issued in April 2024, replaces IAS 1, Presentation of Financial Statements and establishes the overall requirements for presentation and disclosures in the financial statements, including a new defined structure for the statement of profit or loss and specific disclosure requirements related to management-defined performance measures. IFRS 18 also enhances guidance on how to group information within the financial statements. IFRS 18 is effective for annual periods beginning on or after January 1, 2027, including interim financial statements, and is to be applied retrospectively. The Company has not yet determined the impact of this standard on its consolidated financial statements.
Financial Instruments and Other Instruments
The Company currently holds only simple financial instruments, including cash and cash equivalents, other receivables (including deferred consideration), and trade and other payables. These financial assets and liabilities are measured at amortized cost in accordance with IFRS.
Other MD&A Requirements
A. Additional Disclosures for Venture Issues without Significant Revenue
Exploration Assets and Expenditures
In recent periods, the Company has principally acquired relatively small ownership interests in oil and gas assets, in many cases benefiting from carry arrangements which result in limited direct exploration and evaluation expenditure. As most of these interests are held through associated entities and accounted for under the equity method, any additional contributions to the underlying joint ventures are capitalized at the associate level, thereby limiting exploration and evaluation related costs recognized directly by the Company.
The key exception to this has been the Giraffe investment in PEL 79, where the Company holds an option to acquire up to a 67% interest, resulting in a level of quasi-control and therefore full consolidation. This led to a higher level of exploration and evaluation expenditure being recognized in FY24.
Following completion of the Challenger acquisition in December 2025, Sintana now holds a 100% interest in the OFF-3 licence and a 40% carried interest in the OFF-1 licence. As a result, exploration and evaluation activity is expected to increase going forward, particularly in relation to the OFF-3 asset.
The following table provides a breakdown of the Company's exploration assets and expenditures in each of the last two years:
|
|
Year Ended |
Year Ended |
|
|
December 31, |
December 31, |
|
|
2025 |
2024 |
|
Exploration Expenditures |
$ |
$ |
|
Namibia |
|
|
|
Consulting fees |
16,154 |
16,432 |
|
Acquisition of 49% in Giraffe |
- |
2,037,903 |
|
|
16,154 |
2,054,335 |
|
Middle Magdalena Basin, Colombia |
|
|
|
Administrative and general |
29,097 |
26,693 |
|
Professional fees |
30,772 |
7,736 |
|
|
59,869 |
34,429 |
|
Angola |
|
|
|
Consulting fees |
30,456 |
- |
|
|
30,456 |
- |
|
Duvernay formation, Alberta |
|
|
|
Other |
- |
2,324 |
|
|
- |
2,324 |
|
|
106,479 |
2,091,088 |
General and Administrative Expenses
The following table provides a breakdown of material components of the Company's general and administration expenses:
|
|
Year Ended |
Year Ended |
|
|
December 31, |
December 31, |
|
|
2025 |
2024 |
|
General and administrative |
$ |
$ |
|
Share-based compensation |
5,978,695 |
4,040,963 |
|
Salaries and benefits |
2,657,133 |
2,109,280 |
|
Professional fees |
726,289 |
467,846 |
|
Investor relations |
460,203 |
396,424 |
|
Travel expenses |
172,879 |
217,350 |
|
Administrative and general |
174,979 |
93,080 |
|
Reporting issuer costs |
87,957 |
36,633 |
|
Total |
10,258,135 |
7,361,576 |
The Company has no expensed research and development costs and no intangible assets arising from development.
B. Disclosure of Internal Controls
Management has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable diligence to ensure that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the consolidated financial statements, and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:
(i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with the issuer's GAAP (IFRS).
The Company's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
C. Disclosure of Outstanding Share Data
As at the date of this MD&A, the Company has 514,781,240 common shares outstanding.
As at the date of this MD&A, the Company has the following securities outstanding that are convertible into, or exercisable or exchangeable for, voting securities:
Options:
|
|
|
Weighted |
|
|
|
|
|
|
average |
|
Number of |
|
|
|
|
remaining |
Number of |
options |
Number of |
|
|
Exercise |
contractual |
options |
vested |
options |
|
Expiry date |
price (CAD) |
life (years) |
outstanding |
(exercisable) |
unvested |
|
March 24, 2027 |
$0.165 |
0.28 |
6,750,000 |
6,750,000 |
- |
|
December 19, 2032 |
$0.110 |
1.41 |
4,650,001 |
4,650,001 |
- |
|
December 19, 2033 |
$0.270 |
1.69 |
4,850,002 |
4,850,002 |
- |
|
May 1, 2034 |
$1.080 |
0.60 |
1,650,000 |
1,100,000 |
550,000 |
|
December 13, 2034 |
$1.230 |
1.54 |
3,900,000 |
2,600,000 |
1,300,000 |
|
June 27, 2035 |
$0.730 |
0.04 |
100,000 |
33,333 |
66,667 |
|
|
|
5.56 |
21,900,003 |
19,983,336 |
1,916,667 |
* The expiry date of the options was extended as the original expiry date fell within a close period during which the holders were restricted from exercising the options.
RSUs:
|
|
Weighted |
|
|
|
|
|
average |
|
|
|
|
|
remaining |
Number of |
Number of |
Number of |
|
|
contractual |
RSU's |
RSU's |
RSU's |
|
Expiry date |
life (years) |
outstanding |
vested |
unvested |
|
June 27, 2026 |
0.06 |
4,200,000 |
- |
4,200,000 |
|
December 19, 2032 |
0.44 |
7,250,000 |
- |
7,250,000 |
|
|
0.50 |
11,450,000 |
- |
11,450,000 |
Risk Factors
Sintana's business is subject to a number of risks and uncertainties, including (but not limited to) the risk factors described below. The risk factors described below do not purport to be an exhaustive list and do not necessarily comprise all of the risks to which the Company is exposed. In particular, the Company's performance is likely to be affected by changes in market and/or economic conditions and in legal, accounting, regulatory and tax requirements. The risk factors described below are not intended to be presented in any assumed order of priority. Additional risks and uncertainties not presently known to the Board, or which the Board currently deem immaterial, may also have an adverse effect upon the Company. If any of the following risks were to materialise, the Company's business, financial condition, results, prospects and/or future operations may be materially adversely affected.
RISKS RELATING TO THE COMPANY
Additional requirements for capital
The Company has sufficient financial resources to meet its obligations arising within the period of the working capital statement contained in this document. However, the nature of its business is capital intensive and the Company's assets are not yet revenue generating. In the longer term, its projects may be subject to delays or cost overruns or increased scope and assets may move into the development stage. Any of these risks may create circumstances where the Company requires additional financing from credit or equity markets in the longer term.
The Company may require additional funds to fund exploration and development commitments, undertake capital expenditures or to undertake acquisitions and may attempt to raise additional funds through equity or debt financing or from other sources. Any equity financing may be dilutive to holders of common shares and any debt financing beyond the existing facilities, if available, may require restrictions to be placed on the Company's future financing and operating activities.
Despite the Company having sufficient resources to meet its obligations within the period of the working capital statement in this document, the Company's activities are not expected to generate positive cash flow from operating activities in the foreseeable future, and accordingly, to the extent that the Company has negative cash flow in any future period following the period of the working capital statement, the Company may be required to use its current cash on hand or raise additional capital which may be restrictive or dilutive to existing shareholders in order to fund such negative cash flow from operating activities, if any.
No assurances can be given that the Company will be able to raise the additional financing or may be unable to obtain additional financing on acceptable terms or at all. The Company's access to debt, equity and other financing as a source of funding for operations will also be subject to many factors, including the cash needs of the Company and the then prevailing conditions in the financial markets, including in the corporate bond, term loan and equity markets, the financial condition or operating performance of the Company or investor sentiment (whether towards the Company in particular or towards the market sector in which the Company operates) are unfavourable. The Company's inability to raise additional funding may hinder its ability to grow in the future or to maintain its existing levels of operation. Even if its financial resources are sufficient to fund its operations in the near term, there is no guarantee that the Company will be able to achieve its business objectives and strategy. The failure to raise capital could result in the delay or indefinite postponement of current business objectives or strategy or a loss of property interest.
Chevron is currently considering future activities in relation to PEL090, which could commence in 2026, and has filed environmental applications which would enable the drilling of up to five exploration wells and five appraisal wells. The Company would not be carried in any additional activity that may occur on PEL090 and the Company may not have sufficient financial resources to meet its obligations.
In addition, from time to time, the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed wholly or partially with debt, which may temporarily increase the Company's debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company's to obtain additional capital and to pursue business opportunities, including potential acquisitions.
The benefits from the acquisition of Challenger will depend on the Company's ability to successfully integrate Sintana and Challenger
The Company may encounter integration challenges following the Challenger acquisition, including challenges which are not currently foreseeable.
The integration process may take longer than expected, or difficulties relating to the integration, of which the Directors are not yet aware, including unforeseen operating difficulties, may arise and pose management, administrative and financial challenges. In addition, unanticipated costs may be incurred in respect of the integration of Sintana and Challenger. This could adversely affect the delivery of the anticipated benefits from the Challenger acquisition or the operational and financial performance of the Company's combined assets, and the Company may not be successful in addressing risks or problems encountered in connection with the integration and failure to do so may adversely affect its business or financial condition.
The Directors believe that the combination of the businesses Sintana and Challenger has the potential to generate efficiencies through operating, financing and other cost savings. However, there is a risk that such efficiency benefits will fail to materialize. For example, such efficiency benefits may be materially lower than anticipated or it may take longer than expected to realize such efficiency benefits, each of which would have a significant impact on the profitability of the Company in the future.
Some of the principal integration challenges may include retaining key personnel, properly planning and executing the transition of the acquired businesses, operating assets, harmonizing organizational structures (including the appropriate resourcing of that organization) and harmonizing processes, controls and systems of Sintana and Challenger. The process of integration could potentially lead to interruption of the operations of either business which could adversely impact Sintana's business, financial condition, results of operations and future prospects.
Risks associated with operated interests, no history of production and dependence on strategic partners
Most of the Company's properties are in early-stage exploration and have no history of hydrocarbon production or revenue generation. There is no certainty that commercial quantities of hydrocarbons will be discovered or that exploration and development programmes will yield positive results. Even if discoveries occur, there is no assurance that production will be economically viable, which depends on factors such as commodity prices, access to capital, regulatory approvals, infrastructure availability and the characteristics of any deposits.
The Company is not the operator of most assets and therefore has limited control over day-to-day operations, relying on third-party operators for execution. Performance by operators and licence partners may be affected by their financial capacity, technical expertise, and prioritization of projects, which could lead to delays, increased costs or loss of licence interests. Where the Company acts as operator, it must fund and execute work commitments within specified timeframes, and there is no guarantee it will have the necessary resources.
The Company also depends on strategic partners for funding and technical support. These partners may have competing priorities and may not allocate sufficient resources to advance the Company's projects. Any withdrawal or lack of engagement by partners could materially impact the Company's ability to progress operations, achieve commercial production or realize value from its investments.
In respect of the PELs where the Company holds a minority indirect interest, its ability to influence decisions is limited under the terms of the Joint Operating Agreements (JOAs). Typically, key decisions typically require a majority vote, and in most cases, the operator or majority interest holders can carry decisions without the Company's support. Veto rights are generally restricted to fundamental matters requiring unanimous approval. This means the Company may not be able to block or direct operational decisions.
The Company holds an indirect interest in Assets in Namibia through a 49% interest in two joint ventures, Inter Oil and Giraffe, but the Company does not control either company. Under the relevant shareholder agreements, the Company is entitled to appoint only one out of three directors to the board of Inter Oil and one out of two directors to the board of Giraffe (increasing to two out of three if an option is exercised). As a result, the Company will always be outvoted on board decisions unless it exercises its option to increase its shareholding in Giraffe. Further, the Company's ability to receive confidential information from either company is also limited, as the JOAs prohibit or otherwise limit the sharing of information to parties which beyond the joint venture partners associated with any specific license.
Capital expenditure estimates may not be accurate
Estimated capital expenditure requirements are estimates based on anticipated costs and are made on certain assumptions. Should the Company's capital expenditure requirements turn out to be higher than currently anticipated the Company or its partners may need to seek additional funds which it may not be able to secure on reasonable commercial terms to satisfy the increased capital expenditure requirements. If this happens, the Company's business, cash flow, financial condition and operations may be materially adversely affected.
Failure to meet commitments
The Company will be subject to contractual work commitments, from time to time, which will include minimum work programmes to be fulfilled within certain time restraints. Specifically, these commitments may include seismic surveys to be performed and other data acquisition and analysis, and/or requirements to drill wells. Failure to comply with such obligations, whether inadvertent or otherwise, may lead to fines, penalties, restrictions and withdrawal of licences with consequent material adverse effects. So far as the Directors are aware, all work obligations in respect of the Company's assets have been complied with to date.
Risks associated with acquisitions and dispositions
The Company may pursue strategic acquisitions that would provide additional licence interests which could be complementary to its portfolio, in both existing and new jurisdictions. Future acquisitions may expose the Company to potential risks, including risks associated with: (a) the integration of new operations, services and personnel; (b) unforeseen or hidden liabilities; (c) the diversion of resources from the Company's existing business and technology; (d) potential inability to generate sufficient revenue to offset new costs; and/or (e) the expenses of acquisitions. In addition, any proposed acquisitions may be subject to regulatory approval. There can be no assurance that such assets will be available at an acceptable price, or at all. Such failure to complete or acquire additional licence interests which are complementary to its current portfolio, could have a material adverse effect on its business, operating results and financial condition.
Even in the event of successful acquisitions of interests in new assets or licence interests, there is no assurance that any subsequent work carried out under any of these licences will be successful or that it will be effective in increasing the value of any of these assets. No assurance can be given that the Company will be able to carry out the work required under each of the licences it has an interest in to effectively realize increased value. In addition, even if the Company completes a licence acquisition, general economic and market conditions or other factors outside the Company's control could make its strategies difficult or impossible to implement. Any failure to implement its programme on a licence successfully and/or failure of the programme to deliver the anticipated benefits could have a material adverse effect on the Company's results of operations and financial condition. In addition, any delays in or withdrawal of licences, or failure to secure requisite licence extensions in respect of any of the Company's operations may have a material adverse impact on the Company's business, operating results and financial condition.
Further, the Company may seek to execute dispositions of licence interests, including through farm-out agreements, particularly where significant additional capital is required to progress development. There can be no assurance that the Company will be able to successfully execute such dispositions on acceptable terms or within required timeframes. Failure to complete dispositions where additional capital is required could impair the overall financial health and performance of the Company and limit its ability to generate returns to shareholders.
Future litigation
From time to time, the Company may be subject, directly or indirectly, to litigation arising out of its proposed operations, including litigation by activist Company's designed to delay, halt or frustrate oil and gas operations in the various jurisdictions in which it has assets. Outcomes achieved and / or damages claimed under such litigation may be material or may be indeterminate, and may materially impact the Company's business, results of operations or financial condition. While the Company assesses the merits of each lawsuit and defends itself accordingly, it may be required to incur significant expenses or devote significant resources to defending itself against such litigation. In addition, the adverse publicity surrounding such claims may have a material adverse effect on the Company's business.
The Company may from time to time be involved in or considering potential litigation against certain parties. Any such proceedings could be complex, lengthy and costly, and there can be no assurance as to the outcome. To mitigate financial exposure, the Company may seek litigation funding arrangements and insurance coverage to support these actions. However, there is no guarantee that such funding or insurance will be available on acceptable terms or at all. Failure to secure adequate funding or insurance could increase the financial burden on the Company and adversely affect its ability to pursue or defend claims effectively.
Climate change abatement legislation, changes to carbon pricing systems or activist activity against fossil fuel extraction may have a material adverse effect on the Company's industry
Continued political and societal attention to issues concerning climate change, including the role of human activity in it and potential mitigation through regulation could have a material impact on the Company's business. International agreements, national and regional legislation, and regulatory measures to limit greenhouse emissions are currently in various stages of discussion or implementation.
Like other oil and gas companies, given that the Company's operations involve, and the Company's products are associated with, emissions of greenhouse gases, these and other greenhouse gas emissions related laws, policies and regulations may result in substantial capital, compliance, operating and maintenance costs. The level of expenditure required to comply with these laws and regulations is difficult to accurately predict and will vary depending on, among other things, the laws enacted by particular countries. As such, climate change legislation and regulatory initiatives restricting emissions of greenhouse gases may materially adversely affect the Company's operations and increase the Company's cost structure.
Such legislation or regulatory initiatives could also have a material adverse effect by diminishing the demand for oil and gas, increasing the Company's cost structure or causing disruption to the Company's operations by regulators. Global efforts to respond to the challenges of climate change may have an impact on the value of the price of oil and gas moving forward, as countries increasingly shift toward alternative energy sources, which may in turn impact the viability of the Company's producing, development and exploration projects.
In addition, the Company may be subject to activism from Company's campaigning against fossil fuel extraction, including legal actions designed to delay, block or frustrate the Company's activities, which could affect the Company's assets, ability to conduct business, reputation, dissuade investors from investing in the Company's business, persuade shareholders to sell their holdings, dissuade contractors from working with the Company, disrupt the Company's campaigns or programmes, induce the Company's employees and/or directors to cease working or acting for the Company or otherwise negatively impact the Company's business.
Local environmental organizations in Uruguay have publicly opposed seismic prospecting along Uruguay's coast. Several injunction requests have been filed in Uruguay in connection with this matter, which have thus far been denied by the Uruguayan courts, but which have been appealed, with those appeals pending. The outcome of those appeals, if adverse, may delay or restrict planned operations in Uruguay. The Company continues to monitor the situation closely, however, there can be no assurance that these or other legal or regulatory challenges will not arise or that they will be resolved in a manner favourable to the Company.
Risks relating to taxation
The fiscal regimes of emerging oil and gas producing countries such as Namibia and Uruguay are relatively untested and subject to change. Any change in the Company's tax status or in applicable tax legislation in any country where the Company has operations or corporate entities could affect the Company's ability to provide returns to shareholders. Statements in this document in relation to tax and concerning the taxation of investors in common shares are based on current tax law and practice, which is subject to change. The taxation of an investment in the Company depends on the specific circumstances of the relevant investor.
The nature and amount of tax which members of the Company expect to pay and the reliefs expected to be available to any member of the Company are each dependent upon a number of assumptions, any one of which may change and which would, if so changed, affect the nature and amount of tax payable and reliefs available. In particular, the nature and amount of tax payable is dependent on the availability of relief under tax treaties in and between a number of jurisdictions and is subject to changes to the tax laws or practice in any of the jurisdictions affecting the Company. Any limitation in the availability of relief under these treaties, any change in the terms of any such treaty or any changes in tax law, interpretation or practice could increase the amount of tax payable by the Company.
Due to the Company being a Canadian-based entity which will operate and hold assets in the various non-Canadian jurisdictions, any changes in the non-Canadian jurisdictions' national tax law or tax rulings unfavourable to the Company structure related to non-Namibian, Uruguayan, Angolan, Isle of Man, Colombian or Bahamian parent companies could have a material impact on the Company's effective tax rate, cash flows and results of operations.
Potential Conflicts of Interest
Some of the individuals who serve as directors and/or officers of the Company are also directors, officers and/or promoters of other public and private companies or have significant shareholdings in other public and private companies. As of the date hereof, and to the knowledge of the Directors and senior managers of the Company, there are no existing conflicts of interest between the Company and any of the individuals who are directors or officers of the Company other than as disclosed elsewhere in this document. Situations may arise where the Directors of the Company may be in competition with the Company. Any conflicts will be subject to and governed by the laws applicable to Directors' conflicts of interest. In the event that such a conflict of interest arises at a meeting of the Directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the Directors are required to act honestly, in good faith and in the best interests of the Company.
Dependence on key executives and personnel
The future performance of the Company will, to a significant extent, be dependent on its ability to retain the services and personal connections or contacts of key executives and to attract, recruit, motivate and retain other suitably skilled, qualified and industry experienced personnel to form a high caliber management team. Such key executives are expected to play an important role in the development and growth of the Company, in particular, by maintaining good business relationships with regulatory and governmental departments and essential partners, contractors and suppliers.
There can be no assurance that the Company will retain the services of any key executives, advisers or personnel who have entered into service agreements or letters of appointment with the Company. The loss of the services of any of the key executives, advisers or personnel may have a material adverse effect on the business, operations, relationships and/or prospects of the Company. However, the Board believes that the spread of skills and experience across the Directors is such that the loss of any one Director is unlikely to have a material adverse effect on the Company. The Company has not purchased "key-man" insurance.
There is a risk that the Company will struggle to recruit the key personnel required to run an exploration and production company. Shortages of labour, or of skilled workers, may cause delays or other stoppages during exploration and appraisal activities. Many of the Company's competitors are larger, have greater financial and technical resources, as well as staff and facilities, and have been operating in a market-based competitive economic environment for much longer than the Company.
Retention of key business relationships
The Company relies significantly on strategic relationships with other entities, on good relationships with regulatory and governmental departments and on third parties to provide essential contracting services. There can be no assurance that its existing relationships will continue to be maintained or that new ones will be successfully formed, and the Company could be adversely affected by changes to such relationships or difficulties in forming new ones. Any circumstance which causes the early termination or non-renewal of one or more of these key business alliances or contracts could adversely impact the Company, its business, operating results and prospects.
Issues resulting from limited due diligence on acquisitions
The Company may, from time to time, acquire directly or indirectly oil and gas assets. The Company intends to perform a review in respect of any potential assets prior to such acquisitions. Although it is intended that any such review would be consistent with industry practice, such reviews are inherently incomplete. Even an in-depth review of assets and records may not necessarily reveal existing or potential problems, nor will it permit a buyer to become sufficiently familiar with the assets to assess fully their deficiencies and capabilities.
Future acquisitions may cause the Company to expend costs on, inter alia, conducting due diligence into potential investment opportunities in further businesses, assets or prospects/projects that may not be successfully completed or result in any acquisition being made, which could have a material adverse effect on its business, operating results and financial condition.
There is no guarantee that an unforeseen defect in title, changes in law or change in the interpretation of law or political events will not arise to defeat or impair the claim of the Company to any properties which it currently owns or may acquire which could result in a material adverse effect on the Company, including a reduction in any revenues generated.
Exposure to local currency
The Company operates internationally and is exposed to foreign exchange risk arising from various currency transactions, primarily with respect to the Namibian Dollar, Uruguayan Peso, Angolan Kwanza, Colombian Peso, Bahamian Dollar, Euro, Canadian Dollar and US Dollar. Although, the Company endeavours to reduce its exposure to foreign currencies by minimizing the amount of funds held overseas, holding cash balances in the currency of intended expenditure and recognizing the profits and losses resulting from currency fluctuations as and when they arise, there remains a risk that adverse currency movements may have a negative impact on the financial position and performance of the Company.
Currency exchange rates risk
The Company's functional currency is US Dollars and, although most of its major contracts are denominated in US Dollars, a portion of its general and administrative expenses are in Canadian Dollars, GBP and other currencies. Hence, the Company is exposed to fluctuations in exchange rates, in particular, between the US Dollar, Canadian Dollars and GBP. Such exposure may affect the Company's results. The Company will consider, on a case-by-case basis, implementing policies to limit its currency exposure, if appropriate, and may examine currency hedging instruments when they prove to be available and cost effective.
The Company's share price is quoted on the TSX-V in Canadian Dollars, on the OTCQX in US Dollars, and on AIM in GBP. As a consequence, shareholders may experience fluctuations in the market price of the common shares as a result of, inter alia, movements in the foreign exchange rate between Canadian Dollars, GBP and US Dollars.
Insurance coverage and uninsured risks
The Company insures its operations in accordance with industry practice and plans to insure the risks it considers appropriate for the Company's needs and circumstances. However, the Company may elect not to have insurance for certain risks, due to the high premium costs associated with insuring those risks or for various other reasons, including an assessment in some cases that the risks are remote.
No assurance can be given that the Company will be able to obtain insurance coverage at reasonable rates (or at all), or that any coverage it or the relevant operator obtains, if applicable, and any proceeds of insurance, will be adequate and available to cover any claims arising. The Company may become subject to liability for pollution, blow-outs or other hazards against which it has not insured or cannot insure, including those in respect of past activities for which it was not responsible. Any indemnities the Company may receive from such parties may be difficult to enforce if such sub-contractors, operators or joint venture partners lack adequate resources.
In the event that insurance coverage is not available or the Company's insurance is insufficient to fully cover any losses, claims and/ or liabilities incurred, or indemnities are difficult to enforce or the Company elects not to have insurance for certain risks and claims and/or liabilities are incurred, the Company's business and operations, financial results or financial position may be disrupted and adversely affected.
The payment by the Company's insurers of any insurance claims may result in increases in the premiums payable by the Company for its insurance cover and adversely affect the Company's financial performance. In the future, some or all of the Company's insurance coverage may become unavailable or prohibitively expensive.
Global economic conditions may adversely affect the Company
The Company may make acquisitions of companies and businesses that are susceptible to economic recessions or downturns. During periods of adverse economic conditions, the markets in which the Company operates may decline, thereby potentially decreasing revenues and causing financial losses, difficulties in obtaining access to, and fulfilling commitments in respect of, financing, and increased funding costs. In addition, during periods of adverse economic conditions, the Company may have difficulty accessing financial markets, which could make it more difficult or impossible for the Company to obtain funding for additional acquisitions and negatively affect the Company's operating results. Accordingly, adverse economic conditions could adversely impact the business, development, financial condition, results of operations and prospects of the Company. Furthermore, there can be no assurances that financial conditions in the global financial markets will not worsen or adversely affect the Company's then prevailing financial position and performance or, indeed, those of its investments.
Force majeure
The Company's operations may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions, which may have a material adverse effect on the Company's future financial condition and results.
Cyber risks
The Company is at risk of financial loss, reputational damage and general disruption from a failure of its information technology systems or an attack for the purposes of espionage, extortion, terrorism or to cause embarrassment. Any failure of, or attack against, the Company's information technology systems may be difficult to prevent or detect, and the Company's internal policies to mitigate these risks may be inadequate or ineffective. The Company may not be able to recover any losses that may arise from a failure or attack.
RISKS RELATING TO THE OIL AND GAS MARKETS
Oil and gas prices
The marketability and price of oil and natural gas that may directly or indirectly be acquired, discovered or developed by the Company will be affected by numerous factors beyond the control of the Company, but which include: global and regional supply and demand, expectations regarding future supply and demand, for oil and gas; global and regional economic conditions; political, economic and military developments (including current ongoing conflicts in Ukraine and the Middle East) in oil and gas producing regions; prices and availability of alternative sources of energy; geopolitical uncertainty; speculative activities and trends in the financial community; lower hydrocarbon prices or reduced demand for oil and gas or power could reduce the economic viability of the Company's strategy and ultimately its business, result in a reduction in revenues or net income, adversely affect the Company's ability to maintain working capital requirements, impair its ability to make planned expenditures and could materially adversely affect its prospects, financial condition and results of operations.
The Directors believe that the strengthening of the oil price and the increasing importance of energy security considerations for both sellers and the capital markets are highly advantageous for the Company in the longer term. However, in the short term, oil price volatility and geopolitical uncertainty may create a challenging M&A and fundraising environment.
Current resource data are only estimates and are inherently uncertain
The resource data that is provided from time to time by the Company involves subjective judgements and determinations and are based on available geological, technical, contractual and economic information. The estimation of underground accumulations of oil and gas is a subjective process aimed at understanding the statistical probabilities of recovery. These are not exact determinations. Estimates of the quantity of economically recoverable oil and gas reserves, rates of production, net present value of future cash flows and the timing of development expenditures depend upon several variables and assumptions, including the following: (i) interpretation of geological and geophysical data; (ii) effects of regulations adopted by governmental agencies; (iii) future percentages of international sales; (iv) future oil and gas prices; (v) capital expenditure; and (vi) future operating costs, tax on the extraction of commercial hydrocarbons, development costs and workover and remedial costs. The assumptions upon which the estimates of the Company's hydrocarbon resources have been based may change over time or prove to be incorrect. The Company may be unable to recover and produce the estimated levels or quality of hydrocarbons set out in this document and if this proves to be the case, the Company's business, reputation, prospects, financial condition and results of operations could be materially adversely affected.
As all resource estimates are subjective, each of the following items may differ materially from those assumed in estimating resources: (i) the quantities and qualities of oil and gas that are ultimately recovered; (ii) the production and operating costs and capital expenditure incurred; (iii) the amount and timing of additional exploration and future development expenditures; and (iv) future oil and gas prices.
Many of the factors, assumptions and variables used in estimating resources are beyond the Company's control and may prove to be incorrect over time. Evaluations of resources necessarily involve multiple uncertainties. The accuracy of any resource evaluation depends on the quality of available information and petroleum engineering and geological interpretation. Exploration drilling, interpretation and testing and production after the date of the estimates may require substantial upward or downward revisions to the Company's resource data. A decline in the market price for oil and gas could render reserves uneconomic to recover and may ultimately result in a reclassification of reserves as resources. Moreover, different reservoir engineers may make different estimates of reserves and cash flows based on the same available data. Actual production, revenues and expenditures with respect to reserves and resources will vary from estimates, and the variances may be material. The estimation of reserves and resources may also change because of acquisitions and disposals, new discoveries and extensions of existing fields as well as the application of improved recovery techniques.
The estimates may prove to be incorrect and potential investors should not place reliance on the forward-looking statements contained in this document concerning the resources. If the assumptions upon which the estimates of the resources have been based prove to be incorrect, the Company (or the operator of an asset in which the Company has an interest) may be unable to recover and produce the estimated levels or quality of hydrocarbons set out in this document and the Company's business, prospects, financial condition or results of operations could be materially and adversely affected.
Oil and gas exploration is speculative, capital intensive and can result in a complete loss of capital
There can be no guarantee that any hydrocarbons discovered will be developed into profitable production or that hydrocarbons will be discovered in commercial quantities. The business of exploration and development of hydrocarbon deposits is speculative and involves a high degree of risk, which even a combination of careful evaluation, experience and knowledge may not eliminate. Hydrocarbon deposits assessed by the Company may not ultimately contain economically recoverable volumes of resources and even if they do, delays in the construction and commissioning of production projects or other technical difficulties may result in any projected target dates for production being delayed or further capital expenditure being required.
The risks associated with oil and gas exploration include, but are not limited to, encountering unusual or unexpected geological formations or pressures; seismic shifts; unexpected reservoir behaviour; unexpected or different fluids or fluid properties; premature decline of reservoirs; uncontrollable flow of oil, gas or well fluids; inaccurate subsurface seismic drilling; equipment failures; extended interruptions due to (amongst other things) adverse weather conditions; environmental hazards; industrial accidents; lack of availability of exploration and production equipment; explosions; pollution; oil or gas escapes; industrial action; and shortages of manpower. Encountering any of these can greatly reduce the profitability of operations. Extreme weather, adverse geological conditions and other field operating conditions may delay seismic, drilling or appraisal and development activities and can also increase costs. Oil and gas exploration and appraisal projects often involve unprofitable activities, resulting either from dry wells or from wells that may be put into production but do not generate sufficient revenues to return a profit after development, operating and other costs. Completion of a well does not guarantee a profit on the investment or recovery of the costs associated with that well. Any of the above factors could result in a total loss of investment in certain projects, which could have a material adverse effect on the Company's business, reputation, prospects, financial condition and results of operations.
The Company believes it has undertaken the necessary due diligence to understand the technical risks associated with all oil and gas volumes but recognizes that such results from drilling activities may vary from the expected performance and / or timetable of commercialization.
Companies operating within the oil and gas industry are subject to stringent regulations including those relating to the environment, health and safety
The Company's operations are subject to environmental, health and safety regulations in the jurisdictions in which they operate. Whilst both the Company and the underlying operators of the assets in which the Company holds interests believe that each carries out its activities and operations in material compliance with these environmental, safety and health and sanitary regulations, there can be no guarantee that their contractors or staff will individually comply with the policies and practices in place.
The discharge of oil, gas or other pollutants into the air, soil or water may give rise to liabilities to local, provincial and federal governments and third parties and may require the Company to incur significant penalties and/or costs to remedy such discharge.
The operations of the Company require it (or its joint venture partners) to obtain licences for operating, permits, and in some cases, renewals of existing licences and permits from various authorities, depending upon the nature of property operations and development. The Company believes that it and/or its joint venture partners currently hold or have applied for all necessary licences and permits to carry on the activities as currently being conducted on its property interests under applicable laws and regulations, and also believes that it and its joint venture partners are complying in all material respects with the terms of such licences and permits. However, the ability of the Company and/or its joint venture partners to obtain, sustain or renew any such licences and permits on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable authorities or other governmental agencies in foreign jurisdictions.
While the Company has conducted due diligence on the assets, no assurance can be given that changes in environmental laws or their application to the Company's operations will not result in further remediation costs, a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect its business, prospects, financial condition and results of operations.
Obtaining exploration, development or production licences and permits may also become more difficult or be the subject of delay by reason of governmental, regional or local environmental consultation, approvals or other considerations or requirements.
In addition, due to concern over the risk of climate change, a number of countries have adopted, or are considering the adoption of, new regulatory requirements to reduce greenhouse gas emissions, such as carbon taxes, increased efficiency standards or the adoption of cap-and-trade regimes. If such requirements were adopted in the jurisdictions where the Company operates in, these requirements could make the Company's products more expensive as well as shift hydrocarbon demand toward relatively lower-carbon sources such as renewable energy.
Oil and gas exploration and production may cause damage to persons, property and the environment
Exploration for oil and gas carries inherent risks. The Company's exploration, development and production activities present several risks such as those of explosions in wells and pipelines and escape of hazardous materials and contamination; major process safety incidents; failure to comply with approved policies; effects of natural disasters and pandemics; social unrest; civil war and terrorism; exposure to general operational hazards; personal health and safety; and crime. The occurrence of any of these events or other accidents could result in personal injuries, loss of life, severe environmental damage entailing containment, clean-up and repair expenses, equipment damage and civil or, in certain limited instances, criminal proceedings against the Company, any of which could result in material legal sanctions and financial liabilities, as well as significant reputational damage, and may have a material adverse effect on the Company's business, prospects, financial condition and results of operations. Although precautions to minimize risk are taken, even a combination of careful evaluation, experience and knowledge may not eliminate all of the hazards and risks. In addition, not all of these risks are insurable.
Delays in production, marketing and transportation
Various production, marketing and transportation conditions, if assets have been explored and developed, may cause delays in crude oil production and adversely affect the Company's business. For example, infrequent cargo liftings may, once the Company's assets start producing hydrocarbons, affect the Company's working capital position and it is not usually possible to increase production rates. There will also be particular challenges due to the difficulties of maintaining infrastructure offshore and such difficulties will be exacerbated where the infrastructure is mature and therefore increasing operational downtime may be or become an issue, which could have a detrimental effect on the revenues received by the Company's business.
The marketability and price of oil condensate and natural gas that may directly or indirectly be acquired or discovered by the Company will be affected by numerous factors beyond the control of the Company. The Company is also subject to market fluctuations in the prices of oil and natural gas, deliverability uncertainties related to the proximity of reserves to adequate pipeline and processing facilities, and extensive government regulations relating to price, taxes, royalties, licences, land tenure, allowable production, the export of oil and natural gas, and many other aspects of the oil and natural gas business. Any or all of these factors may result in an adverse impact on the financial returns anticipated by the Company.
As the Company is not the operator in respect of most of the assets in which it has an interest, the Company will generally have limited control over the day-to-day management or operations of such interests and will therefore be dependent upon the third-party operators. A third-party operator's management of an asset may result in failure to meet the expected and required timetables.
Interruptions in availability of exploration or supply infrastructure
The Company may suffer, indirectly, from delays or interruptions due to lack of availability of drilling rigs or construction of infrastructure, including pipelines, storage tanks and other facilities, which may adversely impact the operations and could lead to fines, penalties and criminal sanctions against the Company and/or its officers or its current or future licences or interests being terminated. Delays in obtaining licences, permissions and approvals required by the Company or its partners in the pursuance of its business objectives could likewise have a material adverse impact on the Company's business and the results of its operations.
Risk of loss of oil and gas rights
The Company's activities are dependent upon the maintenance of appropriate leases, licences, concessions, permits and regulatory consents which may be withdrawn or made subject to qualifications. Although the Company believes that the authorizations in relation to all of the Company's interests will not be withdrawn and will be maintained (as the case may be), there can be no guarantee that such authorizations will not, in the future, be withdrawn, fail to be renewed or granted. There can be no assurance as to the terms of such future grants or renewals.
Natural disasters
Any interest held by the Company is subject to the impacts of any natural disaster such as earthquakes, epidemics, fires and floods etc. Extreme weather events are globally becoming more frequent, posing a physical risk to activities in each operational location. Geographically while the Company's assets in Namibia, Uruguay and the Bahamas are offshore, they may be vulnerable to extreme weather including hurricanes, tropical storms and floods. Such events, including the long-term risk of rising sea-levels, may damage Company property, disrupt operational and transportation activities, and pose increased health and safety risks to third-party contractors all of which will have a negative impact on the operations, financial position, performance and prospects for the Company.
Environmental factors
The Company's operations are, and will be, subject to environmental regulation. Environmental regulations are likely to evolve in a manner that will require stricter standards and enforcement measures being implemented, increases in fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors and employees. Compliance with environmental regulations could increase the Company's costs. Should the Company's operations not be able to comply with this mandate, financial penalties may be levied. Environmental legislation can provide for restrictions and prohibitions on spills, releases of emissions of various substances produced in association with oil, condensate and natural gas operations. In addition, certain types of operations may require the submission and approval of environmental impact assessments. The Company's operations will be subject to such environmental policies and legislation.
Environmental legislation and policy is periodically amended. Such amendments may result in stricter standards of enforcement and in more stringent fines and penalties for non-compliance. Environmental assessments of existing and proposed projects may carry a heightened degree of responsibility for companies and their directors, officers and employees. The costs of compliance associated with changes in environmental regulations could require significant expenditure, and breaches of such regulations may result in the imposition of material fines and penalties. In an extreme case, such regulations may result in temporary or permanent suspension of exploration, development and/or production operations. There can be no assurance that these environmental costs or effects will not have a material adverse effect on the Company's future financial condition or results of operations.
Competition
The crude oil and natural gas industry is competitive in all of its phases. The Company indirectly faces strong competition from other companies in connection with the acquisition of properties producing, or capable of producing, crude oil and/or natural gas. Many of these companies have greater financial resources, operational experience and technical capabilities than the Company. As a result of this competition, The Company may be unable to maintain or acquire attractive properties on terms it considers acceptable or at all. Consequently, the revenues, operations and financial condition of the Company could be materially adversely affected.
RISKS RELATING TO COUNTRIES WHERE THE COMPANY OPERATES
Local risk factors
The Company's operations are conducted in the Jurisdictions and, as such, the Company's operations, financial condition and operating results are exposed to various levels of political, economic and other risks and uncertainties over which it has no control. These risks and uncertainties vary and can include, but are not limited to: currency exchange rates; high rates of inflation; terrorism; war; labour unrest; border disputes between countries; renegotiation or nullification of existing concessions, licences, permits and contracts; bribery and corruption; changes in taxation policies; restrictions on foreign exchange; changing political conditions; currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Future political actions cannot be predicted and may adversely affect the Company.
Changes, if any, in petroleum or investment policies or shifts in political attitude in the jurisdictions in which the assets the Company holds interests in, and border disputes affecting the Company's rights to explore and develop for oil and gas, may adversely affect the Company's business, results of operations and financial condition. Future operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people and water use. The possibility that future governments may adopt substantially different policies, which may extend to the expropriation of assets, cannot be ruled out.
Failure to comply strictly with applicable laws or regulations relating to the petroleum regime, including licences to blocks and petroleum agreements governing exploration activity on the blocks, could result in loss, reduction or expropriation of entitlements. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the Company's consolidated business, results of operations and financial condition.
Operating in emerging countries with developing Oil and Gas regimes
The Company currently holds material oil and gas interests in Namibia, Uruguay and Angola, alongside having other assets in other developing countries, and may carry on business in other emerging territories in the future. Social, political and economic conditions in these countries are in varying stages of development and can be volatile. Volatility may be caused, without limitation, by the following:
· significant governmental influence over many aspects of local economies;
· unexpected or radical changes in legislation, regulatory requirements, labour conditions or other government policies, and changes in interpretations or enforcement of existing laws or regulations;
· governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction or otherwise benefit residents of that country or region;
· changes in tax laws and conflicting national or local interpretations of tax laws;
· political, social and economic instability, terrorism, war and civil disturbances;
· damage to equipment or violence directed at employees, including kidnapping;
· lack of law enforcement;
· imposition of trade barriers;
· wage and price controls;
· foreign currency fluctuations and devaluation;
· restrictions on currency conversion and repatriation;
· renegotiation, nullification, or unilateral termination of concessions, licences, permits and agreements by government-owned entities;
· seizure, expropriation or nationalization of assets or industries;
· difficulty in collecting international accounts receivables;
· changing political conditions;
· solicitation by government officials for improper payments or other forms of corruption;
· regional economic downturns;
· inflation and adverse economic conditions stemming from governmental attempts to reduce inflation, such as the imposition of higher interest rates;
· the burden of complying with multiple and potentially conflicting laws; and
· other forms of governmental regulation and economic conditions that are beyond the Company's control.
Risks related to international interests
The Company holds interests in licenses in a number of countries with emerging oil and gas regimes. Such interests are subject to risks associated with operations in foreign countries, including political and economic uncertainties such as civil and local unrest, war, terrorist actions, criminal activity, nationalization, invalidation of governmental orders, failure to enforce existing laws, labour disputes, corruption, sovereign risk, political instability, the failure of foreign parties, courts or governments to honour or enforce contractual relations or uphold property rights, changing government regulations with respect to natural resources (including royalties, environmental requirements, labour, taxation, land tenure, foreign investments, income repatriation and capital recovery), fluctuations in currency exchange and inflation rates, import and export restrictions, challenges to title to properties or oil and gas rights, problems or delays renewing licences and permits, opposition to exploration and development from local, environmental or other non-governmental organizations, increased financing costs, instability due to economic under-development, inadequate infrastructure, and the expropriation of property interests, as well as by laws and policies affecting foreign trade, investment and taxation. Fiscal regimes in these jurisdictions are relatively immature and may give rise to uncertainty and volatility.
As governments continue to struggle with deficits and depressed economies, the strength of commodity prices has resulted in the natural resource sector being targeted as a source of revenue. Governments are continually assessing the terms for companies to exploit resources in their countries, which may result in amendments to applicable laws and regulations regarding oil and gas interests from time to time. The Company may be subject to the exclusive jurisdiction local authorities where licence interests are held in the event of a dispute arising in connection with its operations and/or interests and it may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada, the United Kingdom or elsewhere. In addition, the enforcement by the Company of its legal rights to exploit their respective properties or to utilize their permits and licences may not be recognized by local court systems.
Licence interests associated with properties in developing nations may also make it more difficult for the Company to obtain required financing for its projects. Furthermore, it may be difficult for the operators of such property interests to find or hire qualified people in the oil and gas industry who are situated locally, or to obtain all of the necessary local services or expertise while complying with local procurement requirements, or to conduct operations on its projects at reasonable rates. As a result of the foregoing, the Company could face risks such as: (i) effective legal redress in the local courts being more difficult to obtain, whether in respect of a breach of law or regulation, or in a contract or an ownership dispute; (ii) a higher degree of discretion on the part of governmental authorities and therefore less certainty; (iii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or (v) relative dearth of jurisprudence on post-apartheid legislation and by the judiciary and courts in such matters. Thus, there can be no assurance that contracts, joint ventures, licences, licence applications or other legal arrangements will not be adversely affected by the actions of applicable government authorities and the effectiveness of and enforcement of such arrangements in any jurisdiction. Any of the above events could delay or prevent operators of the Company's licence interests from exploring or developing their properties even if economic quantities of oil and/or gas are found and could have a material adverse impact upon the Company's foreign operations.
Political instability, changes in government, or shifts in regulatory priorities may result in amendments to hydrocarbon legislation, environmental regulations, or foreign investment policies. Such changes could increase compliance costs, restrict operational flexibility, or, in extreme cases, result in the revocation of licences. Furthermore, there is a risk of nationalization or expropriation of assets, which could lead to the loss of value without adequate compensation.
Risks of Foreign Operations
Exploration for and exploitation, production and sale of oil and/or gas in the Jurisdictions in which the Company operates, are subject to extensive laws and regulations, including complex tax laws and environmental laws and regulations. As such, the Company's operations could be significantly affected by risks over which it has no control. These risks may include risks related to economic, social or political instability or change, government intervention relating to the oil and/or gas industry, expropriation, actions by terrorist or insurgent groups, war, civil unrest, security issues, hyperinflation, currency non-convertibility or instability and changes of laws affecting foreign ownership or foreign investors, interpretation or renegotiation of existing contracts, government participation, taxation policies, including royalty and tax increases and retroactive tax claims, and investment restrictions, working conditions, rates of exchange, exchange control, exploration licencing, petroleum and export licencing and export duties, government control over domestic oil and/or gas pricing, currency fluctuations, devaluation or other activities that limit or disrupt markets and restrict payments or the movement of funds, the possibility of being subject to exclusive jurisdiction of foreign courts in connection with legal disputes relating to licences to operate and concession rights and difficulties in enforcing any rights the Company may have against a governmental agency because of the doctrine of sovereign immunity and foreign sovereignty over international operations. Problems may also arise due to the quality or failure of locally obtained equipment or technical support, which could result in failure to achieve expected target dates for exploration operations or result in a requirement for greater expenditures.
Legal systems
The legal systems in jurisdictions in which the Company might operate in the future may be different to the legal systems in more established economies, such as the UK, Canada or US, which could result in risks such as: (i) effective legal redress in the Courts of such jurisdictions being more difficult to obtain, whether in respect of a breach of law or in an ownership dispute; (ii) a higher degree of discretion on the part of Governmental authorities who may be susceptible to corruption; (iii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, order and resolutions; or (v) relative inexperience of the judiciary and Courts in such matters.
In certain jurisdictions the commitment of local business people, Government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to the Company's licences. There can be no assurance that joint ventures, licences, licence applications or other legal arrangements will not be adversely affected by the actions of Government authorities or otherwise and the effectiveness of and enforcement of such arrangements in these jurisdictions cannot be assured.
Inherent Risks relating to Fraud, Bribery and Corruption in the Jurisdictions in which the Company operates
Fraud, bribery and corruption are more common in some jurisdictions than in others. Doing business in international developing markets brings with it inherent risks associated with enforcement of obligations, fraud, bribery and corruption. In addition, the oil and/or gas industries have historically been shown to be vulnerable to corrupt or unethical practices.
The Company uses its best efforts to prevent the occurrence of fraud, bribery and corruption, but it may not be possible for the Company to detect or prevent every instance of fraud, bribery and corruption in every jurisdiction in which its employees, agents, sub-contractors or joint venture partners are located. The Company may therefore be subject to civil and criminal penalties and to reputational damage. Participation in corrupt practices, including the bribery of foreign public officials, by the Company, its subsidiaries or other predecessors in interest, whether directly or indirectly (through agents or other representatives or otherwise) may also have serious adverse consequences on the rights and interests of the Company, including but not limited to title to government contracts, licences and concessions.
Instances of fraud, bribery and corruption, and violations of laws and regulations in the jurisdictions in which the Company may operate could have a material adverse effect on its business, prospects, financial condition or financial performance. In addition, there is a risk that the Company could be at a commercial disadvantage and may fail to secure contracts within jurisdictions that have been allocated a low score on Transparency International's "Corruption Perceptions Index" to the benefit of other companies who may not have or comply with anti-corruption safeguards and practices.
Namibian Equitable Economic Empowerment Legislation
Namibia has introduced draft legislation, the New Equitable Economic Empowerment Bill ("NEEEB"), based on Namibian Constitutional principles, to provide for the advancement of Namibians previously disadvantaged by past discriminatory laws and practices and to provide redress for social, economic or educational imbalances arising therefrom. Prepared by the Office of the Prime Minister of Namibia, the NEEEB may form the basis for new legislation in Namibia to promote, facilitate and strengthen measures to implement the equitable economic empowerment and ancillary policies of the government. The framework is built on six pillars, including: Ownership; Management, Control and Employment Equity; Human Resources and Skills Development; Entrepreneurship Development and Marketing; Corporate Social Responsibility and Value Addition; and Technology and Innovation. Each of the pillars requires compliance, which is measured by designated weighting attached to each pillar. During the licence periods of the PELs, and of any future petroleum licences, the NEEEB may be promulgated as an Act of Parliament, setting out the general empowerment regulatory framework for Namibia. There is no assurance that the enacted legislation will not have adverse effects on the Company or on its business interests in Namibia.
Cautionary Note regarding Forward-Looking Information
This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events and / or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements - shareholders should also refer to the section of this document entitled "Risk Factors".
|
Forward-looking statements |
Assumptions |
Risk factors |
|
The Company will be able to remain a going concern and continue its business activities |
The Company has anticipated all material costs; the operating and exploration activities of the Company for the twelve-months period ending December 31, 2026, and the costs associated therewith, will be consistent with the Company's current expectations regarding costs and timing |
Unforeseen costs to the Company may arise; any particular operating cost increase or decrease from the date of estimate, including with respect to loss of or change in joint venture partners or in ability to secure joint venture partners, as applicable; changes in operating and exploration activities; changes in economic conditions; timing of expenditures |
|
The Company may need to raise additional capital in order to meet its working capital needs |
Financing will be available for future exploration and development of Sintana's private participation interests; the exploration and operating activities of the Company on a going forward basis, and the costs associated therewith, will be consistent with Sintana's current expectations; debt and equity markets; exchange and interest rates and other applicable economic conditions will be favourable to Sintana; availability of financing |
Changes in debt and equity markets; timing and availability of external financing on acceptable terms; increases in costs; changes in operating and exploration activities; interest and exchange rates fluctuations; changes in economic conditions, planned operations and associated costs |
|
The potential of Sintana's direct and indirect participation interests to contain hydrocarbons reserves that may and can be developed, produced and sold at rates and costs that result in an adequate financial return on invested capital |
The actual results of exploration and development activities will be favourable; operating, exploration, development and production costs will not exceed expectations; the Company will be able to retain and attract skilled staff and joint venture partners, as necessary; all requisite regulatory and governmental approvals for exploration projects and other operations will be received on a timely basis upon terms acceptable to Sintana; applicable political and economic conditions will be favourable; market prices for hydrocarbons and applicable interest and exchange rates will be favourable; no legal disputes exist or arise with respect to the Company's private participation interests; Sintana's expectations regarding the potential of its participation interests to contain hydrocarbons reserves |
Price volatility for hydrocarbons; uncertainties involved in interpreting geological and geophysical data and Sintana's expectations regarding the conventional and unconventional plays and uncertainties in confirming valid private participation interests; the possibility that future exploration results will not be consistent with Sintana's expectations; inadequate financial returns on invested capital; increases in costs, including as a result of the loss of or change in joint venture partners or inability to secure joint venture partners, as applicable; environmental compliance and changes in environmental and other local legislation and regulation; interest and exchange rates fluctuations; changes in economic and political conditions; the Company's ability to retain and attract skilled staff and obtain all required permits in a timely manner on acceptable terms |
|
Management's outlook regarding future trends |
Financing will be available for exploration and operating activities; the market prices for hydrocarbons will be favourable; economic and political conditions will be favourable |
Price volatility for hydrocarbons; changes in debt and equity markets; interest and exchange rates fluctuations; changes in economic and political conditions; availability of financing |
|
Inter Oil, which indirectly holds limited working interests in five PELs in Namibia and Giraffe, which holds limited interests in one PEL in Namibia, will successfully explore and develop the PELs, and Challenger, which holds working interests in two licences in Uruguay, will successfully explore and develop the licences |
Inter Oil, Giraffe and Challenger will continue to proceed with the projects; market prices of hydrocarbons will be favourable; all requisite permits, equipment, materials, supplies, services, partners, access and personnel will be obtained in a timely manner upon acceptable terms; proposed exploration and development activities and the costs associated therewith will occur as anticipated; actual results of exploration and development are positive; financing will be available upon acceptable terms, as applicable; political, contractual, regulatory and economic considerations will remain favourable |
Price volatility for hydrocarbons; changes in debt and equity markets; increases in costs; interest rates and exchange rates fluctuations; changes in economic, contractual, regulatory and political conditions; availability of permits, equipment, materials, supplies, services, partners, access, personnel and financing; proposed exploration and development activities will not occur as anticipated; the success of neighbouring properties will not be consistent with the results of drilling on any of Inter Oil's and/or Giraffe's and/or Challenger's properties; actual results of exploration are inconsistent with expectations |
|
The arbitration regarding VMM-37 will be dismissed and the Company will conditionally assign all its interests in VMM-37 to ExxonMobil in consideration of $9 million in cash payments |
All regulatory and third-party approvals will be received for the transfer of VMM-37 and completion of the settlement payments; ExxonMobil will comply with the settlement agreement |
Delays or failure to obtain all applicable third party and regulatory approvals; failure of ExxonMobil to comply with the settlement agreement |
Inherent in forward-looking statements are risks, uncertainties and other factors beyond Sintana's ability to predict or control. Additional risk factors are described in the "Risk Factors" section below. Readers are cautioned that the above table does not contain an exhaustive list of any and all relevant factors and / or assumptions that could affect forward-looking statements, and that assumptions underlying such statements might prove to be incorrect. Actual results and developments are likely to materially differ from those expressed or implied by forward-looking statements contained in this MD&A.
Forward-looking statements involve known and unknown risks, including regulatory, contractual and political risks, uncertainties and other factors that could cause Sintana's actual results, performance and / or achievements to be materially different from any of its projected results, performance and / or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly, or otherwise revise, any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law and / or regulation. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.
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