Proposed Offering of Common Shares
Summary by AI BETAClose X
Not for release, publication or distribution, directly or indirectly, in or into THE UNITED STATES, AUSTRALIA, Japan OR the republic of SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTIONS WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT, INCLUDING APPENDIX I, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR CONTAIN ANY OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) COMMON SHARES TO ANY PERSON. IN PARTICULAR, THIS ANNOUNCEMENT, INCLUDING APPENDIX I, DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN THE POSSESSION OF INSIDE INFORMATION.
Sintana Energy, Inc.
("Sintana" or the "Company")
Proposed Offering of Common Shares
Sintana Energy, Inc. (TSXV:SEI, AIM:SEI, OTCQX:SEUSF), is pleased to announce that it proposes to complete a private placement ("Fundraise") pursuant to which it shall issue up to 49,565,690 new common shares of no par value in the Company ("Common Shares") (the "New Common Shares") at a price of C$0.41 per share (the "Issue Price") (approximately 22.5 pence per share) to raise minimum aggregate gross proceeds of US$11.5 million (C$15.6 million, £8.6 million).
Key Highlights
· Significant near-term catalysts over the next 24 months, with drilling activity including a fully carried three well drilling programme at Mopane (PEL 83) during 2026/2027 operated by TotalEnergies, a Chevron-operated exploration well on PEL 90 in late 2026/early 2027, and a carried basin-opening well on PEL 82 with Chevron as operator. In addition, ongoing seismic activity in Uruguay and Angola, farm-out activity across the portfolio and opportunities for portfolio expansion offer multiple wider value catalysts.
· The Company intends to use the net proceeds of the Fundraise, alongside existing balance sheet cash and expected 2026 cash proceeds from the Exxon settlement in Colombia and other available funds, to fund: (i) its share of the Chevron-operated Nabba-1 exploration well in PEL 90 on the neighbouring block to Mopane; (ii) the cash proportion of consideration for the closing of the acquisition of an interest in PEL 37 in the Walvis Basin; (iii) the cash proportion of consideration for the closing of the acquisition of an interest in the KON-16 licence in the Angolan Kwanza basin, as well as the Company's share of work programme costs on that block; and (iv) for general corporate purposes.
· Robert Bose and Eytan Uliel, CEO and President of the Company respectively, have indicated that they will subscribe for an aggregate amount of C$0.5 million in the Fundraise.
· The Fundraise is being conducted as a placing on AIM and a listed issuer financing exemption ("LIFE") offering in Canada.
The Fundraise is subject to the terms and conditions set out in Appendix I to this Announcement (which forms part of this Announcement).
Stifel Nicolaus Europe Limited ("Stifel") is acting as sole bookrunner to the Company on the Fundraise, and Zeus Capital Limited ("Zeus") is acting as Nomad, joint broker and co-lead manager to the Company on the Fundraise (together, the "Banks"). Cavendish Capital Markets Limited ("Cavendish") is acting as joint broker and co-lead manager to the Company on the Fundraise.
The New Common Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Common Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.
Application will be made for Admission of the New Common Shares and it is expected that Admission will take place at 8.00 a.m. (BST) on or around 27 May 2026 (or such later time and/or date as may be agreed between the Company and the Banks, being not later than 8.00 a.m. (BST) on 30 June 2026). The Fundraise is conditional upon, inter alia, Admission becoming effective. The Fundraise is also conditional upon the placing agreement entered into between the Company and the Banks on the date of this Announcement not otherwise being terminated in accordance with its terms.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the New Common Shares sold pursuant to the Fundraise will be issued pursuant to the Listed Issuer Financing Exemption under Part 5A of NI 45-106, and accordingly such securities will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to this Fundraise dated as of 15 May 2026, as may be amended from time to time (the "Offering Document") that can be accessed under the Company's profile at www.sedarplus.ca and at https://sintanaenergy.com. Prospective investors should read this Offering Document before making an investment decision. The Fundraise remains subject to the approval of the TSX Venture Exchange.
The Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "IMPORTANT NOTICES" section and the detailed terms and conditions described in Appendix I.
Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix I of this Announcement, unless the context requires otherwise.
Further information:
|
Sintana Energy Inc |
Tel: +44 (0) 747 845 987 |
|
Robert Bose, Chief Executive Officer Eytan Uliel, President |
|
|
|
|
|
|
|
|
Stifel Nicolaus Europe Limited (Sole Bookrunner) |
Tel: +44 (0) 20 7710 7600 |
|
Callum Stewart / Simon Mensley / Ashton Clanfield |
|
|
|
|
|
Zeus (Nomad, Joint Broker and Co-Lead Manager) |
Tel: +44 (0) 20 3829 5000
|
|
Antonio Bossi / Darshan Patel / George Duxberry Simon Johnson / Alex Bartram (Broking) |
|
|
|
|
|
|
|
|
Cavendish Capital Markets Limited (Joint Broker and Co-Lead Manager) |
Tel: +44 (0) 20 3493 8000 |
|
Neil McDonald / Derrick Lee / Pearl Kellie |
|
|
|
|
|
Jonathan Paterson - Investor Relations |
Tel: +1 475 477 9401 |
|
jonathan.paterson@harbor-access.com
|
|
|
CAMARCO - Financial PR Billy Clegg / Georgia Edmonds / Sam Morris |
Tel: +44 (0) 20 3757 4980 |
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.
Background to the Company
Sintana holds a diversified portfolio of direct and indirect interests in high-impact assets with significant hydrocarbon resource potential in emerging "frontier" geographies. Sintana offers investors a unique, capital-efficient vehicle to gain exposure to high-potential blocks in Namibia, Uruguay, and Angola. The Company's business model is built on securing interests in major-operated assets where drilling and development costs are predominantly carried by industry-leading partners, with current partners including TotalEnergies, Chevron, and Galp Energia.
With a multi-well catalyst work programme throughout 2026-2027 and with significant carried exposure providing material upside with minimised cost exposure, Sintana is positioned for a potential step-change in valuation driven by exploration successes across three distinct regions.
The portfolio is anchored by an interest in the world-class Mopane complex on PEL 83 in Namibia's Orange Basin, an asset on track for final investment decision in 2028, with the value of Sintana's Mopane interest alone supporting the Company's current market capitalisation.
The Board believes that the Sintana portfolio provides diversified exposure to high-impact exploration, appraisal and development with asymmetric upside exposure:
1. Diversified portfolio with multiple upside opportunities, underpinned by Mopane
Sintana's portfolio comprises diversified exposure across ten direct, indirect and potential acquisition assets. This provides a large number of options for potential value creation, offering a highly diversified portfolio of exploration and appraisal assets in some of the most prospective basins globally. Importantly, Sintana's portfolio is underpinned by its 4.9% indirect interest in the Mopane complex discoveries on PEL 83, with the Company fully carried until first oil, three wells expected to be drilled between 2026 and 2027, and a final investment decision target indicated by TotalEnergies for 2028.
2. Exposure to near-term high value activity
Sintana's core portfolio in Namibia, Uruguay and Angola is located in key global exploration "hot spots", offering exposure to some of the most prospective acreage for new oil and gas discoveries globally. With a diversified portfolio across multiple assets and opportunities, the Sintana portfolio will see multiple catalysts in the coming 24 months including multi-well drilling programmes, seismic studies, potential farm-outs and acquisition opportunities.
3. Established partnerships with Tier-1 operators
Sintana has a proven track-record of partnering with leading industry participants on its licences. Today, Sintana partners with Chevron, TotalEnergies, Galp Energia, Qatar Energy, Pancontinental and NAMCOR in Namibia, Chevron on the AREA OFF-1 block in Uruguay and Corcel in Angola (subject to completion of the transaction to acquire an interest in the KON-16 block). These partnerships provide Tier-1 operating teams with significant resources and industry-leading capabilities, de-risking project execution.
4. Reduced capital exposure through carries
Sintana's strategy is to create and maintain a portfolio of interests with minimised capital exposure, protected downside, and asymmetric upside exposure. The Company's assets benefit from significant carried interest arrangements with full or partial carried interest positions in relation to four of its five offshore licence interests in Namibia and in AREA OFF-1 in Uruguay. In particular, Sintana's indirect exposure to the world-class Mopane complex via its interest in PEL 83 benefits from a full carry through to first oil, underpinning the Company's base value whilst offering significant upside potential on both PEL 83 and across the wider portfolio.
5. Potential realisation opportunities
Sintana's portfolio provides exposure to highly prospective exploration prospects and, in the case of Mopane, discoveries of significant scale. The resulting ability to potentially realise multiple value uplifts from prospect to discovery via monetisation (including sale or divestment of key assets) significantly enhances the opportunities for shareholder returns.
Sintana's portfolio comprises the following interests:
|
Asset |
Basin |
Operator |
Sintana Interest |
|
Namibia |
|
|
|
|
PEL 83 Mopane |
Orange Basin |
TotalEnergies1 |
4.9% indirect interest |
|
PEL 90 |
Orange Basin |
Chevron |
4.9% indirect interest |
|
PEL 87 |
Orange Basin |
Pancontinental |
7.35% indirect interest |
|
PEL 79 |
Orange Basin |
NAMCOR |
16.17% indirect interest |
|
PEL 82 |
Walvis Basin |
Chevron |
4.9% indirect interest |
|
PEL 37 |
Walvis Basin |
Paragon2 |
30% indirect interest |
|
PEL 103 |
Waterberg Basin |
Apprentice Investments (Pty) Ltd |
13.23% indirect interest |
|
Uruguay |
|
|
|
|
AREA OFF-1 |
Punta del Este Basin |
Chevron |
40% direct interest |
|
AREA OFF-3 |
Pelotas Basin |
Sintana |
100% direct interest |
|
Angola |
|
|
|
|
KON-16 |
Kwanza Basin |
Corcel3 |
5% indirect interest |
1. TotalEnergies is operator elect, subject to completion of Galp Energia's announced farm-out of a 40% interest and operatorship to TotalEnergies - transaction subject to regulatory approvals in Namibia.
2. Letter of intent has been entered into for exclusivity on the potential indirect investment in PEL 37, with the transaction pending due diligence, and formal documentation, formal entry into the transaction is expected in H1 2026 with completion expected to follow thereafter in H22026.
3. Heads of terms entered into for the acquisition of the interest in KON-16 in Angola, with the transaction pending formal documentation and completion, which is expected in H2 2026.
Note: the core portfolio set out above does not include legacy assets in Colombia (currently in the process of being monetized) and The Bahamas (both of which offer potential for value / monetisation)
1. Namibia: The Orange, Walvis and Waterberg Basins
a. PEL 83 (Mopane Discoveries)
Sintana holds a 4.9% indirect interest in PEL 83, which is operated by TotalEnergies (operator-elect). This flagship asset sits in the heart of the Orange Basin and is home to the world-class Mopane discoveries, where five successful wells have already confirmed a 1.4 billion boe (3C) resource. The asset provides a robust valuation floor for the Company, with the first phase of Mopane alone carrying an indicative value of US$1951 - US$242 million2, effectively underpinning Sintana's entire market capitalisation. Sintana benefits from a full financial carry through the Final Investment Decision ("FID") and until first production, shielding the Company from development capital expenditures. Near-term catalysts include three well appraisal program in 2026/27 to define the full scale of the complex ahead of a targeted FID in 2028.
b. PEL 90
In PEL 90, to the west of PEL 83, Sintana maintains a 4.9% indirect interest. PEL 90 is operated by Chevron. This high-impact exploration block offers exposure to basin-floor fans which are believed to be analogous to the multi-billion-barrel Venus discovery to the south. Chevron is currently maturing targets for the Nabba-1 deepwater exploration well, planned for late 2026 or early 2027. This well represents a significant valuation catalyst, with an indicative success-case value to Sintana of approximately US$161 million3. The Company's current financial exposure is limited to an estimated investment of US$6 - US$9 million, offering investors highly asymmetric upside potential.
c. PEL 82
Sintana holds a 4.9% indirect interest in PEL 82, which is located in the Walvis Basin and operated by Chevron. Recognised as one of the most technically advanced opportunities in Namibia outside of the Orange Basin, PEL 82 features an active petroleum system confirmed by previous drilling. Chevron is evaluating drilling a potentially basin-opening exploration well - Gemsbok-1 - in 2027, which is expected would target resources with Mopane-scale potential. Sintana is fully carried on the drilling of this well, offering an indicative success-case value of US$149 million4 net to the Company for nil investment.
d. PEL 87
Sintana retains a 7.35% indirect interest in PEL 87, which is operated by Pancontinental. PEL 87 contains the Saturn turbidite complex that spans approximately2,400 square km and has significant oil potential. Sintana's interest is carried through final investment decision, providing Sintana with significant upside potential but limited near-term capital need. The operator is currently conducting a farm-out process seeking to bring in an additional partner, minimise cost exposure and accelerate the drilling of this high-potential asset.
e. PEL 79
Sintana holds a 16.17% indirect interest in PEL 79, where the national oil company NAMCOR is the operator. This asset further diversifies Sintana's exposure within the Orange Basin, providing additional scale in a region that has become the global focal point for offshore exploration.
f. PEL 103
Sintana holds a 13.23% indirect interest in PEL 103, located onshore North-East Namibia in the Waterberg Basin. Thick Permian Karoo Supergroup sediments are present in the Waterberg Basin, which provide a favourable setting for hydrocarbon exploration. Only a small portion of the basin has been drilled to date and more untested sub-basins are likely to exist.
g. PEL 37 (Potential Asset Interest)
Sintana announced on 21 January 2026, that it had entered into a Letter of Intent providing for a period of exclusivity in relation to a potential investment to secure an indirect 30% interest in PEL 37 in the Walvis Basin, offshore Namibia. PEL 37 is adjacent to the Chevron-operated PEL 82 licence, which is expected to see a basin-opening well drilled in 2027. Any success on PEL 82 would significantly increase the potential value of PEL 37 and is expected to positively position future farm-out discussions on PEL 37. The Letter of Intent contemplates an acquisition of a 30% interest from current operator Paragon Oil & Gas for total consideration of US$6 million, to be paid in a combination of cash and shares. The transaction is pending finalisation of due diligence and formal documentation; formal entry into the transaction is expected in H1 2026 with completion expected to follow thereafter in H2 2026.
2. Uruguay
a. AREA OFF-1
Sintana holds a 40% direct interest in AREA OFF-1, operated by Chevron. This block is offshore Uruguay and contains two primary prospects, Teru Teru and Anapero, with a combined Pmean prospective resource of approximately 1.3 billion barrels and upside potential of 2.8 billion barrels (P10 case). Sintana is fully carried through the current 3D seismic acquisition campaign being acquired by Chevron and benefits from a 50% carry on the first exploration well. The indicative success-case value for Sintana's interest in AREA OFF-1 is estimated at US$271 million5, assuming a future farm-down to a 10% interest in exchange for a full carry to first oil.
b. AREA OFF-3
Sintana maintains a 100% direct interest and acts as the operator for AREA OFF-3. This block features two primary prospects, Benteveo and Amalia, with a Pmean prospective resource of 418 million barrels and significant upside potential (955 MMbbls upside (P10) case). The Company is currently running an active farm-out process with a view to securing a major partner to progress exploration and appraisal activities on the licence. Value is expected to be unlocked in the near term through partner selection and read-across from drilling activities on the OFF-6 licence by APA, which is expected for 2027. It is noted that Qatar Energy and Chevron recently farmed into adjacent acreage on both sides of AREA OFF-3.
3. Angola: The Kwanza Basin
a. KON-16
Sintana is in the process of completing the acquisition of a 5% indirect interest in the KON-16 block, which is operated by Corcel. Located in the onshore Kwanza Basin, this asset offers offshore-scale upside potential in pre and post-salt reservoirs - estimated at up to 400 million barrels - but with the significantly lower cost structure typical of an onshore development. Corcel has recently completed a 2D seismic acquisition campaign and is expected will undertake a farm in process in late 2026, with a view to securing a partner for an initial exploration well in 2027. Sintana's interest in KON-16 provides a low-cost catalyst with an indicative success-case value of US$76 million (net to Sintana). Completion of this transaction is expected in the second half of 2026, further diversifying the Company's high-impact African portfolio.
1. Based on Galp Energia farm-out value of US$4.6/bbl
2. Broker consensus (Zeus (30 Mar 2026), Auctus (24 Mar 2026), Cavendish (16 Feb 2026) and Pareto (15 Jan 2026)).
3. Reflects gross resources of 800 mmbbls and per barrel value of US$4.1/bbl, reflecting US$/bbl metrics for Mopane per Welligence Feb 2026 production and cost assumptions and Sintana's cash flow model, adjusted for three-year lag, using a discount rate of 10% (Mopane discovered in 2024, Nabba-1 to be drilled late 2026-2027).
4. Reflects gross resources of 800 mmbbls and per value of US$3.8/bbl, reflecting US$/bbl metrics for Mopane per Welligence Feb 2026 production and cost assumptions and Sintana's cash flow model, adjusted for four-year lag, using a discount rate of 10% (Mopane discovered in 2024, Gemsbok-1 to be drilled late 2026-2027 and Walvis Basin a new basin for developments so additional year added).
5. The figures used to calculate the value of area OFF-1 include a gross resource discovered (Teru Teru Pmean) of 683 MMbbls which is based on Sproule CPR 18 Dec 2025; does not include prospective gas resource, The calculation assumes an eventual farm-down to a 10% interest with carry to first oil. Value based on US$ / bbl metrics of Mopane based on Welligence Feb 2026 production and cost assumptions and Sintana's cash flow model, adjusted for five-year lag using a discount rate of 0% (Mopane discovered in 2024, initial exploration well to potentially be drilled 2028-2029 and Punta del Este Basin a new basin for developments
Use of Proceeds
The Company is proposing to raise minimum gross proceeds of US$11.5 million (before expenses) pursuant to the Fundraise.
The net proceeds from the Fundraise, alongside existing balance sheet cash and the expected 2026 proceeds from the Exxon settlement in Colombia and other funds, are expected to be used to fund the Company's share of drilling activities on PEL 90, fund the cash portion of consideration to acquire interests in PEL 37 and KON-16, and for general corporate purposes.
Sources and uses of funds (next 24 months):
|
Sources |
US$m |
|
Cash (at 31/03/2026) |
~8 |
|
Fundraise (gross) |
~11.5 |
|
Exxon settlement (balance due, gross) |
~6 |
|
Other contractually committed inflows |
~1 |
|
Total Sources |
~26.5 |
|
Sources do not include: 1. Release of restricted cash balances in support of Uruguay work program commitments -US $0.7m 2. Any assumed additional income from successful asset sales or farm-downs |
|
|
Uses |
Description |
US$m |
|
Mopane |
3 well program |
~0 |
|
PEL 83 |
Potential exploration well |
~0 |
|
PEL 90 |
Exploration well |
~6 - 9 |
|
PEL 82 |
Potential exploration activity |
~0 |
|
PEL 37 |
Proposed acquisition |
~2.5 |
|
Uruguay OFF-1 |
Current 3D seismic program |
~0 - low |
|
Angola KON-16 |
Acquisition and share of work program |
~3 |
|
G&A (2 years at US$4m pa) |
2 years at US$4m pa |
~8 |
|
Cash buffer / other |
- |
~4 - 7 |
|
Totals |
|
~26.5 |
The Fundraise is not underwritten by Stifel, Zeus, Cavendish or any other person.
Competent Person Statement
Technical work referred to in this announcement has been undertaken by various independent third-party specialist advisors. This technical work has been overseen by Mr. Randolph Hiscock the Company's Technical Lead.
In accordance with the AIM Note for Mining and Oil & Gas Companies, Sintana discloses that Mr. Randolph Hiscock is the qualified person who has reviewed the technical information contained in this presentation. He has a Master's in Science (Geology) and is a member of the AAPG & PESGB, and has over 35 years' experience in the oil and gas industry. Randolph Hiscock consents to the inclusion of the information in the form and context in which it appears.
IMPORTANT INFORMATION
This Announcement is released by the Company and contains inside information for the purposes of Article 7 of UK MAR. It is disclosed in accordance with the Company's obligations under Article 17 of UK MAR.
No action has been, or will be, taken by the Company or the Banks, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the New Common Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the New Common Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.
No prospectus has been, or will be, made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or the PRM) to be published.
The New Common Shares will not be admitted to trading on any stock exchange, other than the AIM market operated by the London Stock Exchange, the TSX-V in Canada and quoted on the OTCQX in the United States.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement, other than as expressly set forth herein.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
Information for Distributors
UK product governance
Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the New Common Shares have been subject to a product approval process, which has determined that the New Common Shares are: (i) compatible with an end target market of investors who meet the criteria of retail and professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment").
EEA product governance
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MIFID II Product Governance Requirements) may otherwise have with respect thereto, the New Common Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail and professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. The issuer for the Fundraise has not published sufficient data for the manufacturer to determine whether an investment in the Fundraise is compatible for investors who have expressed sustainability related objectives with their investments based on that which i) is an environmentally sustainable investment under the EU Taxonomy Regulation, ii) represents a sustainable investment under the SFDR, and/or iii) takes into consideration any Principle Adverse Impacts on sustainably factors as per the SFDR. (the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the New Common Shares may decline and investors could lose all or part of their investment; the New Common Shares offer no guaranteed income and no capital protection; and an investment in New Common Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Proposals. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties, as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, neither the UK Target Market Assessment nor the EU Target Market Assessment constitutes: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Common Shares pursuant to the Fundraise.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Common Shares and determining appropriate distribution channels.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FUNDRAISE. THIS ANNOUNCEMENT (INCLUDING APPENDIX I) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE COMMON ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE REGULATION (EU) 2017/1129 ("EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 ("POATR") AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2) (A) TO (D) OF THE ORDER; OR (C) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE FUNDRAISE BY STIFEL ZEUS AND/OR CAVENDISH (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE NEW COMMON SHARES. THE PRICE OF THE COMMON SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR COMMON SHARES.
THIS ANNOUNCEMENT (INCLUDING APPENDIX I) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Fundraise and/or the issue of the New Common Shares in certain jurisdictions may be restricted by law. No action has been, or will be, taken by the Company, the Banks or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the New Common Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Common Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in Australia, Japan, or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Common Shares is being made in any jurisdiction.
This Announcement is only directed at persons in Australia, who it is lawful to offer the New Common Shares to be issued under the Fundraise without disclosure under Chapter 6D of the Australian Corporations Act 2001 (Cth) ("Australian Corporations Act") (including those who are "sophisticated investors" within the ambit of section 708(8) of the Australian Corporations Act or who are "professional investors" within the ambit of section 708(11) of the Australian Corporations Act), and where such action complies with all applicable laws, regulations and directives and does not require any document to be lodged with the Australian Securities and Investments Commission.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Common Shares and the New Common Shares have not been, nor will they be, registered under the securities laws of any state, province or territory of Australia, Canada, Japan, or the Republic of South Africa. Accordingly, the New Common Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results, including statements with respect to the anticipated Fundraise and any proceeds to be raised pursuant thereto, future proposed exploration and development activities, potential future shareholder returns, proposed acquisitions of interests in PEL 37 and KON-16 and the prospectivity of the Company's property interests. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, risks associated with the oil and gas industry in general (e.g. operational risks in exploration, development and production; the uncertainty of reserve estimates; and health, safety and environmental risks), constraint in the availability of services or equipment, commodity price fluctuations, changes in legislation impacting the oil and gas industry, adverse weather conditions and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures, domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, the effect of operational risks; and the loss of key personnel.
As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Common Shares. Any investment decision to subscribe New Common Shares in the Fundraise must be made solely on the basis of information contained in this Announcement and the Offering Document, as applicable.
This Announcement has not been approved by any competent regulatory authority.
Zeus is nominated adviser, joint broker and co-lead manager to the Company, authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Fundraising and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraise and Admission or any other matters referred to in this Announcement and Zeus will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraise, Admission or any other matters referred to in this Announcement.
Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as joint broker and sole bookrunner for the purposes of the Fundraising and is not acting for any other persons in relation to it and accordingly will not be responsible to anyone else in relation to the matters described in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel by the FSMA or the regulatory regime established under it, Stifel does not accept any responsibility whatsoever for the contents, completeness or accuracy of this Announcement, and no representation or warranty, express or implied, is made by Stifel with respect to the accuracy or completeness of this Announcement, or any part of it.
Cavendish is joint broker and co-lead manager to the Company, authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Fundraise and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraise and Admission or any other matters referred to in this Announcement and Cavendish will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraise, Admission or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Banks or by any of their respective affiliates or their affiliates' agents, directors, officers and employees, respectively, as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor (whether in tort, contract or otherwise) is expressly disclaimed.
No statement in this Announcement or in any previous announcement or in any previous presentation issued by the Company was or is intended to be a profit forecast or estimate, and no statement in this Announcement nor in any previous announcement or in any previous presentation issued by the Company should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of the Common Shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the Common Shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Banks or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
APPENDIX I - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT ELIGIBLE PERSONS UNDER NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") AND/OR ONTARIO SECURITIES COMMISSION RULE 72-503 - DISTRIBUTIONS OUTSIDE CANADA ("OSC Rule 72-503"), INCLUDING PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (B) PERSONS IN THE UNITED KINGDOM, WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 ("POATR"), AND WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (EACH SUCH PERSON IN (A), (B) AND (C), A "RELEVANT PERSON").
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE IN MEMBER STATES OF THE EEA ONLY TO EU QUALIFIED INVESTORS AND, IN THE UNITED KINGDOM, ONLY TO UK QUALIFIED INVESTORS, AND WILL BE ENGAGED IN ONLY WITH EU QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA AND UK QUALIFIED INVESTORS IN THE UNITED KINGDOM. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN MEMBER STATES OF THE EEA WHO ARE NOT EU QUALIFIED INVESTORS OR BY PERSONS IN THE UNITED KINGDOM WHO ARE NOT UK QUALIFIED INVESTORS.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, THE TSX-V, THE OTCQX MARKET OR AN AUTHORISED PERSON WITHIN THE MEANING OF FSMA OR ANY SECURITIES COMMISSIONS OR REGULATORY AUTHORITY IN CANADA, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN SINTANA ENERGY INC (THE "COMPANY").
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST, PRIOR TO DOING SO, SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO AND WITHOUT REQUIRING THE FILING OF A PROSPECTUS OR REGISTRATION STATEMENT OR DELIVERING AN OFFERING MEMORANDUM OR SIMILAR DISCLOSURE DOCUMENT UNDER ALL APPLICABLE SECURITIES LAWS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in or into the United States absent registration under the securities act or pursuant to an available exemption from the registration requirements of the Securities Act. Accordingly, the Placing Shares will be offered and sold only (i) outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws; and (ii) in the United States to persons that are reasonably believed to be "qualified institutional buyers" (as defined in rule 144a under the Securities Act) ("QIB") and that have executed and delivered to the Company and the Banks a US investor representation letter substantially in the form provided to it, in each case, pursuant to an exemption from registration under the Securities Act.
There is an offering document related to the offering of the New Common Shares dated as of 15 May 2026 as the same may be amended from time to time (the "Offering Document") that can be accessed under the Company's profile at www.sedarplus.ca, and that prospective investors should read this Offering Document before making an investment decision.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER RESTRICTED JURISDICTION (AS DEFINED BELOW) OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Jurisdiction or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of any Restricted Jurisdiction. The Placing Shares have not been qualified for distribution by a prospectus in Canada and may not be offered or sold in Canada during the course of their distribution except pursuant to a Canadian prospectus or prospectus exemption, and no securities commission or similar regulatory authority in Canada has reviewed or passed on the merits of the Placing Shares, and in particular no governmental agency or authority, stock exchange or other regulatory body or any other entity has made any finding or determination as to the merit for investment of, nor have any such agencies, authorities, exchanges, bodies or other entities made any recommendation or endorsement with respect to, the Placing Shares. The Placing Shares have not been, nor will they be registered under the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold, delivered, or distributed, directly or indirectly, in or into or through a market in Australia, Canada, Japan or the Republic of South Africa.
Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate independent advice before taking any action.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Banks, any of their respective affiliates or any person acting on their behalf as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.
By participating in the Bookbuild and the Placing, each Placee by whom or on whose behalf a commitment to acquire Placing Shares is given will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained herein.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) to each of the Company and the Banks that:
a) if it is in the United Kingdom, it is: (i) a UK Qualified Investor; and (ii) an eligible person satisfying the requirements of a prospectus exemption under NI 45-106 or OSC Rule 72-503 (including, without limitation, it is, or is deemed to be, purchasing the Placing Shares as principal for its own account in accordance with Canadian Securities Laws, for investment only and not with a view to resale or redistribution);
b) if it is in an EEA country, it is: (i) an EU Qualified Investor; and (ii) an eligible person satisfying the requirements of a prospectus exemption under NI 45-106 or OSC Rule 72-503, and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business in compliance with all applicable securities laws, including all applicable resale and transfer restrictions;
c) it is acquiring the Placing Shares with investment intent and not with a view to distribution, and as principal for its own account or is acquiring the Placing Shares for a fully managed account with respect to which it exercises sole investment discretion without requiring a client's express consent to a transaction and has the authority to make and does make the representations, warranties, indemnities, agreements and acknowledgements, contained in these terms and conditions;
d) if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, that it understands the resale and transfer restrictions set out in this Appendix I and that any Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to EU Qualified Investors or in the United Kingdom to UK Qualified Investors, or in circumstances in which the prior consent of the Banks has been given to each such proposed offer or resale;
e) it understands (or if acting for a fully managed account of another person, such person has confirmed that such person understands) that the Placing Shares are subject to certain resale and transfer restrictions under applicable securities laws, including the resale and transfer restrictions set out in this Appendix I;
f) in the case of a person in Canada who acquires any Placing Shares pursuant to the Placing: (i) it is, or is deemed to be, purchasing the Placing Shares as principal for its own account in accordance with Canadian Securities Laws, for investment only and not with a view to resale or redistribution; and (ii) such person acknowledges that the Offering Document can be accessed under the Company's profile at www.sedarplus.ca and that prospective investors should read this Offering Document before making an investment decision; and
g) in the case of a person in Australia who acquires any Placing Shares pursuant to the Placing, it is: (i) a "sophisticated investor" within the meaning of section 708(8) of the Australian Corporations Act 2001 (Cth) ("Corporations Act"); or (ii) a "professional investor" within the meaning of section 708(11) of the Corporations Act; or (iii) a person to whom an offer of securities under Chapter 6D of the Corporations Act does not apply.
Unless otherwise stated, defined terms used in this Appendix I are set out in Appendix II.
1) Details of the Placing Agreement and the Placing Shares
Stifel are acting as sole bookrunner, and Zeus are acting as joint broker and co-lead manager, in connection with the Placing. Cavendish Capital Markets Limited ("Cavendish") is acting as joint broker and co-lead manager in connection with the Placing pursuant to the terms of a separate engagement between the Company and Cavendish. Cavendish is not a party to the Placing Agreement and has no obligations or liabilities thereunder.
The Banks have entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Banks, as agents for and on behalf of the Company, have agreed to use their respective reasonable endeavours to procure placees for the Placing Shares. The Placing is not being underwritten by the Banks or any other person.
The price per Placing Share at which the Placing Shares are to be placed is CA$0.41 (the "Issue Price") (approximately 22.5 pence per share). The timing of the closing of the book and allocations are at the discretion of the Company and the Banks. Details of the total number of Placing Shares will be announced by the Company in the announcement of the results of the Placing (the "Placing Results Announcement"). While the Company has set out an expected amount to be raised pursuant to the Fundraising, in the event that the demand exceeds this such that the Company could raise an amount in excess of the stated amount, the Company shall have the discretion, with the prior agreement of the Banks, to increase the number of Placing Shares to be issued pursuant to the Fundraising, subject to the receipt of all applicable regulatory approvals.
The Placing Shares will be allotted and issued utilising the Company's existing share issuance authorities.
The Placing Shares have been, or will be duly authorised and will, when issued by the Company, subject to receipt by the Company in full of the consideration for such Placing Shares, be credited as fully paid and non-assessable and will be issued subject to the articles and by-laws of the Company and rank pari passu in all respects with the Existing Common Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Shares after the date of issue of the Placing Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities other than applicable restrictions on transfer or resale imposed by applicable securities laws, including the TSXV Rules and the AIM Rules.
2) Application for listing and admission to trading
Applications will be made to the TSX-V and the London Stock Exchange for admission of the New Common Shares to trading on the TSX-V and AIM. It is expected that AIM Admission will occur at 8.00 a.m. (BST) on 27 May 2026 (or such later time or date as the Banks may agree with the Company, being no later than 8.00 a.m. (BST) on the Long Stop Date) and that dealings in the Enlarged Share Capital will commence at that time.
3) Participation in, and principal terms of, the Placing
The Banks are arranging the Placing as agents of the Company.
Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by any of the Banks without requiring the filing of a prospectus or registration statement or delivering an offering memorandum or similar disclosure document under all applicable securities laws. Each of the Banks may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.
The Bookbuild will establish the aggregate amount payable to the Banks, as settlement agents for the Company, by all Placees whose orders are accepted. The number of Placing Shares will be agreed by the Banks (in consultation with the Company) following completion of the Bookbuild. The number of Placing Shares to be issued (in aggregate) will be announced on a Regulatory Information Service following the completion of the Bookbuild in the Placing Results Announcement. While the Company has set out an expected amount to be raised pursuant to the Fundraising, in the event that the demand exceeds this such that the Company could raise an amount in excess of the stated amount, the Company shall have the discretion, with the prior agreement of the Banks, to increase the number of Placing Shares to be issued pursuant to the Fundraising, subject to the receipt of all applicable regulatory approvals.
Prospective Placees are required to communicate their order orally by telephone or in writing to the relevant Banks. Each order should state the number of Placing Shares up to which the prospective Placee wishes to subscribe for at the Issue Price. A request to participate in the Bookbuild is made on the terms and subject to the conditions in this Appendix I and shall constitute a legally binding offer from the Placee on behalf of which it is made. Such offer will not be capable of variation or revocation after the time at which it is submitted, except with the relevant Bank's consent. The Banks reserve the right not to accept orders or to accept orders in part rather than in whole without further consultation with the prospective Placees. The acceptance of the orders shall be at the Banks' absolute discretion, subject to agreement with the Company.
The Bookbuild is expected to close no later than 6.00 a.m. (BST) on 18 May 2026 but may be closed earlier or later at the discretion of the Banks (after consultation with the Company). The Banks may, in agreement with the Company, accept orders that are received after the Bookbuild has closed. The Company reserves the right (upon the prior agreement of the Banks) to reduce or increase the number of Shares to be issued pursuant to the Placing, in its absolute discretion, subject to the receipt of all applicable regulatory approvals.
Allocations of the Placing Shares will be determined by the Banks after consultation with the Company (and in accordance with the relevant Bank's allocation policy as has been supplied by each Bank to the Company in advance of such consultation). Allocations will be confirmed orally by the relevant Banks to the Placee, and a Form of Confirmation will be despatched as soon as possible thereafter. The Bank's oral confirmation to such Placee shall trigger the immediate, separate, irrevocable and binding obligation for such person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it and to pay or procure payment in cleared funds an amount equal to the Issue Price in respect of each Placing Share that such Placee has agreed to acquire on the terms and conditions set out in this Appendix I and in accordance with the Company's articles and by-laws.
Each Placee's allocation and commitment will be evidenced by a Form of Confirmation issued to such Placee. The terms of this Appendix I will be deemed incorporated in that Form of Confirmation.
Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for or purchased pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
All obligations under the Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement" prior to Admission.
By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
To the fullest extent permissible by law, none of the Banks, the Company nor any of their respective affiliates, agents, directors, officers, representatives or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Banks, the Company, nor any of their respective affiliates, agents, directors, officer's representatives or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of each Bank's conduct of the Placing.
The Placing Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bank's conduct of the Placing.
All times and dates in this Announcement may be subject to amendment. The Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.
Each potential Placee: (i) who is located or resident in Canada, is an eligible purchaser satisfying the requirements of an available exemption under either NI 45-106 or OSC Rule 72-503; (iii) who is located or resident in Australia, must be a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act, or a "professional investor" within the meaning of section 708(11) of the Corporations Act, or a person to whom an offer of securities under Chapter 6D of the Corporations Act does not apply; or (iv) who is located in the United States must qualify as a QIB and allocation of Placing Shares to it shall be conditional on its delivery of a US investor representation letter in the form provided to it.
4) Conditions of the Placing
The Placing and Admission is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Banks under the Placing Agreement in respect of the Placing Shares are conditional on customary conditions, including (amongst others):
1. the Company having complied with its obligations which fall to be performed on or prior to Admission under the Placing Agreement;
2. the Subscription Agreements having been duly executed by the parties thereto and having become unconditional in all respects, save for any conditions relating to Admission having occurred, and not having lapsed or been breached, varied or terminated;
3. the Company allotting the Placing Shares and the Subscription Shares, subject only to Admission;
4. receipt of TSXV Conditional Approval in respect of the Placing Shares and the Subscription Shares prior to Admission;
5. none of the Banks having terminated the Placing Agreement; and
6. Admission occurring no later than 8.00 a.m. (BST) on 27 May 2026 (or such later time or date as the Banks may otherwise agree with the Company, being no later than 8.00 a.m. (BST) on the Long Stop Date),
(the "Conditions").
The Banks may, jointly, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of their obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof, save in respect of any condition relating to the allotment of the Placing Shares and the Subscription Shares, Admission, or TSXV Conditional Approval. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix I.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by the Banks by the relevant time or date specified (or such later time or date as the Banks may agree with the Company, being no later than the Long Stop Date); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement" prior to Admission, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.
None of the Banks or the Company, or any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition to the Placing, nor for any decision they may make as to the satisfaction of any Condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Banks.
5) Right to terminate under the Placing Agreement
Any of the Banks is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things):
1. if any of the Conditions which has not been waived (if capable of waiver), is not satisfied or becomes incapable, for any reason, of being satisfied or in the good faith opinion of the Banks is unlikely to be satisfied before Admission;
2. where the Company has, in the opinion of the Banks in their absolute discretion, failed to comply in any material respect with any of its obligations under the Placing Agreement or a breach of the Placing Agreement shall have occurred;
3. where, in the opinion of the Banks in their absolute discretion, any of the Warranties are not, or has ceased to be, true and accurate in any material respect;
4. where, it has come to the notice of any of the Banks that any statement contained in the Placing Documents has become untrue, incorrect or misleading in any respect or that statements have been omitted from the Placing Documents which, in any such case, in the opinion of the Banks in their absolute discretion, is material;
5. where London Stock Exchange or TSX-V announces that any securities of the Company will be delisted or suspended from quotation by AIM, TSX-V or any other order, action or proceeding which ceases trades or otherwise operates to prevent or restrict the trading of the Shares or any other securities of the Company is made or threatened by a securities regulatory authority (other than a temporary halt of stock in connection with the bookbuild);
6. where a matter has arisen which has or might reasonably be expected to give rise to a claim under any of the indemnities set out in the Placing Agreement;
7. where there shall have occurred or come into effect any event or omission which in the opinion of the Banks in their absolute discretion is materially adverse in the context of Admission;
8. where a Subscription Agreement has been terminated or is otherwise no longer in full force and effect; and/or
9. where there has occurred or is reasonably likely to occur any adverse change which, in the opinion of the Banks, would be materially adverse to the success of Admission or would render proceeding with Admission impracticable or inadvisable.
Upon termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees with the Company and the Banks that: (i) the exercise by the Banks of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of the Banks and that they need not make any reference to, or consult with, Placees and that they (nor any of them) shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise; and (ii) its rights and obligations terminate only in the circumstances described above under "Right to terminate under the Placing Agreement" and "Conditions of the Placing", and its participation will not be capable of rescission or termination by it after oral confirmation by the Banks of the allocation and commitments following the close of the Bookbuild.
6) Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: CA82938H1073) following Admission will take place within the system administered by Euroclear UK & International Limited ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. The Banks reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
In order to enable Placees in the United Kingdom to settle their securities through CREST, the Company has appointed Computershare Investor Services plc to act as a depositary (the "Depositary") to hold the Shares and issue dematerialised depositary interests representing the underlying Shares ("Depositary Interests"). The Depositary will hold the Shares on trust for the relevant shareholders.
The Depositary Interests are independent English securities and held on a register maintained by the Depositary. The Depositary Interests have the same security code and ISIN number as the underlying Shares which they represent and do not require a separate admission to AIM. Any references to Placing Shares in this Announcement shall include any Depositary Interests issued in relation to the same.
The Banks are acting as settlement banks. Following the close of the Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a Form of Confirmation stating the number of Placing Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to a Bank and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with a Bank.
The Company will deliver (or will procure the delivery of) the Placing Shares to CREST accounts operated by the Banks as agents for the Company and the Banks will each enter its respective delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment. It is expected that settlement in respect of the Placing Shares will take place at 8.00 a.m. (BST) on or about 27 May 2026.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the prevailing Sterling Overnight Index Average (SONIA) as determined by the Banks.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Banks may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, from the Bank's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Form of Confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Banks or the Company shall be responsible for payment thereof.
7) No Prospectus
No action has been taken in relation to the Fundraising to register, or to otherwise permit a public offering of, any Shares under any applicable securities laws. The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published other than the Offering Document. Other than the Offering Document, no prospectus or other offering document has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange or TSX-V or any securities commission or other regulatory body in Canada, the United Kingdom, Australia or the United States of America in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the information contained in this Announcement, the Offering Document and any information publicly announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the Form of Confirmation sent to Placees by the Banks to confirm their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Banks or the Company or any other person and none of the Banks, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement or the Offering Document to be legal, tax or business advice. Each Placee should consult its own legal adviser, tax adviser and business adviser for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
8) Representations, warranties, undertakings and acknowledgements
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be, for itself and for any such prospective Placee, save where the Banks expressly agree in writing to the contrary) with each of the Banks (in their capacity as Banks in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:
1. it has read and understood this Announcement in its entirety and its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Placing, the Company, the Placing Shares or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;
2. the Shares are admitted to trading on AIM and the TSX-V and are quoted on the OTCQX market in the United States of America and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and TSXV Rules which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or has access to such information without undue difficulty, and is able to obtain and has obtained access to such information or comparable information concerning any other publicly traded companies, without undue difficulty;
3. it will be bound by the terms of the articles and by-laws of the Company;
4. the person whom it specifies for registration as holder of the Placing Shares will be: (a) itself; or (b) its nominee, as the case may be;
5. neither the Banks or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Banks and the Company on an after-tax basis in respect of any Indemnified Taxes;
6. neither the Banks nor any of their respective affiliate's agents, directors, officers, representatives or employees accept any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing;
7. time is of the essence as regards its obligations under this Appendix I;
8. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to a Banks;
9. it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person or entity in any Restricted Jurisdiction and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such documents to any person or entity in any Restricted Jurisdiction;
10. it is a Relevant Person and therefore no prospectus or other offering document (other than the Offering Document) is required under applicable securities laws, including Canadian Securities Laws, Australian securities laws, the EU Prospectus Regulation or POATR, nor will one be prepared in connection with the Bookbuild, the Placing or the Placing Shares and it has not received and will not receive a prospectus or other offering document (other than the Offering Document) in connection with the Bookbuild, the Placing or the Placing Shares and therefore certain protections, rights and remedies provided in applicable securities laws, including statutory rights of rescission or damages, may not be available to it;
11. neither this Announcement nor any other materials distributed by the Company in relation to the Placing Shares, constitute an offer of securities for sale or subscription or any solicitation for any offer to buy or subscribe for any securities in any Restricted Jurisdiction;
12. in connection with the Placing, the Banks and any of their respective affiliates acting as an investor for their own account may subscribe for Placing Shares in the Company and in that capacity may retain, purchase or sell for their own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks or any of its affiliates acting in such capacity;
13. the Banks and their affiliates may enter into financing arrangements and swaps with investors in connection with which the Banks and any of their affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;
14. the Banks do not intend to disclose the extent of any investment or transactions referred to in paragraphs 12 and 13 above otherwise than in accordance with any legal or regulatory obligation to do so;
15. the Banks do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
16. its participation in the Placing is on the basis that:
a. it is not and will not be a client of the Banks or any of them in connection with its participation in the Placing;
b. the Banks do not have duties or responsibilities to any Placee for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
17. the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company (and such other persons specifically identified as accepting responsibility to certain parts thereto) and to the extent permitted by applicable laws and regulations, none of the Banks nor any of their affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, the Placing Documents, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Placing Documents, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;
18. the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in the Placing Documents or any Publicly Available Information (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 18), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;
19. other than the Offering Document, it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by the Banks nor the Company nor any of their respective affiliates, agents, directors, officers, representatives or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;
20. neither the Banks nor the Company nor any of their respective affiliates, agents, directors, officers, representatives or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested any of the Banks or the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;
21. neither the Banks nor the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
22. it may not rely, and has not relied, on any investigation that the Banks, or any of their respective affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;
23. in making any decision to subscribe for Placing Shares it:
a. has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the Placing Shares;
b. will not look to any Bank for all or part of any such loss it may suffer;
c. is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;
d. is able to sustain a complete loss of an investment in the Placing Shares;
e. has no need for liquidity with respect to its investment in the Placing Shares;
f. has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares in consultation with its independent advisors; and
g. has conducted its own due diligence, examination, investigation and assessment of the Company and Group, the Placing Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
24. it is subscribing for the Placing Shares as principal for its own account or for a fully managed account with respect to which it exercises sole investment discretion without requiring a client's express consent to a transaction and has the authority to make and does make the acknowledgements, representations and agreements contained in this Appendix I;
25. it is acting as principal only in respect of the Placing or, if it is acting for a fully managed account with respect to which it exercises sole investment discretion without requiring a client's express consent to a transaction, it:
a. is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and
b. will remain liable to the Company and/or the Banks for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
26. it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix I) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Banks or the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
27. where it is subscribing for Placing Shares for one or more fully managed accounts with respect to which it exercises sole investment discretion without requiring a client's express consent to a transaction, it is authorised in writing by each such managed account to subscribe for the Placing Shares for each such managed account;
28. it irrevocably appoints any duly authorised officer of the Banks as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe for upon the terms of this Appendix I;
29. the Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the Restricted Jurisdictions, or any state, province, territory or jurisdiction thereof or elsewhere;
30. absent an available exemption, the Placing Shares may not be offered, sold, delivered or distributed, directly or indirectly, in or into or through a market in (subject to certain limited exceptions) the Restricted Jurisdictions or any jurisdiction in which it would be unlawful to do so and no action has been or will be taken by any of the Company or the Banks or any person acting on behalf of the Company or the Banks that would, or is intended to, permit a public offer of the Placing Shares in the Restricted Jurisdictions or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;
31. no action has been or will be taken by any of the Company or the Banks or any person acting on behalf of the Company or the Banks that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
32. unless otherwise specifically agreed with the Banks, it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, located in or a resident of, nor have an address in, Australia, Japan, the Republic of South Africa or any province or territory of Canada;
33. it may be asked to disclose in writing or orally to a Banks and the Company:
a. if he or she is an individual, his or her nationality and jurisdiction of residence; or
b. if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;
34. it understands that any investment or investment activity to which this Announcement relates is available only to, in the United Kingdom, UK Qualified Investors, in any EEA member state, EU Qualified Investors, and to other eligible participants in other applicable jurisdictions, and will be engaged in only with such persons, and further understands that this Announcement must not be acted on or relied on by persons who are not, in the United Kingdom, UK Qualified Investors and, in any EEA member state, EU Qualified Investors, or in other eligible jurisdictions;
35. it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to EU Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;
36. if a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares subscribed for/purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the EU Prospectus Regulation other than EU Qualified Investors or persons in the United Kingdom other than UK Qualified Investors, or in circumstances in which the prior consent of the Banks has been given to each proposed offer or resale;
37. if in the United Kingdom, that it is a person: (i) who is a 'Qualified Investor', being a person falling within the meaning of paragraph 15 of Part 2 of Schedule 1 of POATR; and who: (a) has professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order; or (b) falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (c) to whom it may otherwise lawfully be communicated;
38. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Placing Documents have not and will not have been approved by the Banks in their respective capacity as authorised persons under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
l
39. if in Australia, that it is a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act; or (ii) a "professional investor" within the meaning of section 708(11) of the Corporations Act; or (iii) a person to whom an offer of securities under Chapter 6D of the Corporations Act does not apply;
40. it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all applicable provisions in FSMA and UK MAR) in respect of anything done in, from or otherwise involving, the United Kingdom;
41. if it is a pension fund or investment company, its subscription for/purchase of Placing Shares is in full compliance with applicable laws and regulations;
42. it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
43. in order to ensure compliance with the Regulations, the Banks (for themselves and as agents on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Banks or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at a Bank's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at a Bank's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identify a Bank (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either a Bank and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
44. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
45. it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix I on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as a Bank may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Issue Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;
46. any money held in an account with a Bank on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence, this money will not be segregated from a Bank's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;
47. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bank or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
48. none of the Banks nor any of their respective affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing;
49. if it has received any 'inside information' (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of UK MAR and associated delegated regulations and it has not:
a. used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;
b. used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or
c. disclosed such information to any person, prior to the information being made publicly available;
50. the rights and remedies of the Company and the Banks under the terms and conditions in this Appendix I are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others;
51. these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non- contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
52. it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the Form of Confirmation, contract note or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Bank's conduct;
53. it has been advised to consult, and has so consulted or elected not to consult, its own independent advisers with respect to all applicable laws in respect of the Placing Shares, including applicable securities laws and resale and transfer restrictions, and it acknowledges and agrees that it is solely responsible for complying with all such laws, including applicable securities laws and resale and transfer restrictions;
54. the Company is relying on an exemption from the requirement to provide the Placee with a prospectus under Canadian Securities Laws and, as a consequence of acquiring the Placing Shares pursuant to such exemption: (i) certain protections, rights and remedies provided by Canadian Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the Placee; (ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (iii) the Placee may not receive information that would otherwise be required to be given under Canadian Securities Laws; and (iv) the Company is relieved from certain obligations that would otherwise apply under Canadian Securities Laws;
55. that it acknowledges that the distribution of the Placing Shares in Canada is being made on an exempt distribution basis and that any resale of the Placing Shares in Canada must be made through an appropriately registered dealer or in accordance with an available exemption from the dealer registration requirements of Canadian Securities Laws, and in accordance with, or pursuant to an exemption from, the prospectus requirements of such laws;
56. the Company is relying on an exemption from the requirement to provide the Placee with a prospectus under applicable Australian securities laws and, as a consequence of acquiring the Placing Shares pursuant to such exemption: (i) certain protections, rights and remedies provided by applicable Australian securities laws, including certain statutory remedies against an issuer, underwriters and directors that are available to investors who acquire securities offered by a prospectus, will not be available to the Placee; (ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (iii) the Placee may not receive information that would otherwise be required to be given under applicable Australian securities laws; and (iv) the Company is relieved from certain obligations that would otherwise apply under applicable Australian securities laws;
57. that it acknowledges that the distribution of the Placing Shares in Australia is being made on an exempt distribution basis and that any resale of the Placing Shares in Australia will be restricted for the period of 12 months after the date of issue by applicable Australian securities laws, and must be in accordance with, or pursuant to an exemption from, the prospectus requirements of such laws;
58. it understands that certain personal information may be collected by the Company for the purposes of completing the Placing, which includes, without limitation, determining its eligibility to purchase the Placing Shares under Canadian Securities Laws and other applicable securities laws and completing filings required by any securities commission or other regulatory authority; that its personal information may be disclosed by the Company to: (i) securities commissions or stock exchanges; (ii) the Canada Revenue Agency or other taxing authorities, and (iii) any of the other parties involved in the Placing, including legal counsel to the Company and the Banks and may be included in record books in connection with the Placing; and that by purchasing the Placing Shares, it will be deemed to have consented to the foregoing collection, use and disclosure of its personal information and the filing of copies or originals of any of its documents submitted hereunder as may be required to be filed with any securities commission or stock exchange in connection with the transactions contemplated hereby. If required by Canadian Securities Laws (including any policies of the TSX-V), it will execute, deliver and file or assist the Company in filing such reports, undertakings and other documents relating to the purchase of the Placing Shares as may be required;
59. it is acquiring the Placing Shares for investment purposes and is not acquiring the Placing Shares with a view to, or for offer and sale in connection with, any distribution thereof; and
60. it understands that certain information provided by it, including its name, address, telephone number and email address, the number of Placing Shares being purchased, the exemption being relied upon by it in purchasing the Placing Shares and its registrant or insider status, if applicable, will be disclosed to the applicable securities regulatory authorities, such information is being collected by such securities regulatory authorities under the authority granted to each of them under securities legislation and it will be deemed to have authorised the indirect collection of such information by such securities regulatory authorities. This information is being collected for the purposes of the administration and enforcement of the securities legislation of such jurisdictions. In the event the Placee has any questions with respect to the indirect collection of such information by such securities regulatory authorities and regulators, it should contact the applicable securities regulatory authority or regulator using the contact information set out below:
Alberta Securities Commission
Suite 600, 250 - 5th Street SW
Calgary, Alberta T2P 0R4
Telephone: 403-297-6454
Facsimile: 403-297-6156
Toll free in Canada: 1-877-355-0585
Public official contact regarding indirect collection of information: FOIP Coordinator
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
Inquiries: 604-899-6854
Toll free in Canada: 1-800-373-6393
Facsimile: 604-899-6506
Email: FOI-privacy@bcsc.bc.ca
Public official contact regarding indirect collection of information: Privacy Officer
Ontario Securities Commission
20 Queen Street West, 22nd Floor
Toronto, Ontario M5H 3S8
Telephone: 416-593-8314
Toll free in Canada: 1-877-785-1555
Facsimile: 416-593-8122
Email: exemptmarketfilings@osc.gov.on.ca
Public official contact regarding indirect collection of information: Inquiries Officer
The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well each of the Banks and are irrevocable. The Banks, the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings.
Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and the Banks to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, the Banks and their respective affiliates, agents, directors, officers, representatives and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix I or incurred by the Banks, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Appendix I shall survive after completion of the Placing.
Where any Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients, then it is the discretionary investment manager that is to be regarded as the Placee for the purpose of this Announcement and not the underlying client. For the avoidance of doubt, the representations and warranties given are to be taken as made on behalf of the Placee itself and not their underlying client.
9) Taxation
The agreement to allot and issue certain of the Placing Shares by the Company to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question.
There should be no liability to UK stamp duty or SDRT arising on the allotment of the Placing Shares by the Company. The registration of and the issue of definitive share certificates to Shareholders should not give rise to any liability to stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the transfers/sale of Shares on AIM (including instruments transferring Shares and agreements to transfer Shares).
Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor the Banks will be responsible and the Placees shall indemnify the Company and the Banks on an after-tax basis for any stamp duty or stamp duty reserve tax or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or the Banks in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Banks s accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.
The Company and the Banks are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of any country in the EEA. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify their Bank and the Company accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold the Bank and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable, whether inside or outside the UK, by them or any other person on the subscription, acquisition, transfer or sale by them of any Placing Shares or the agreement by them to subscribe for, acquire, transfer or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, and the TSX-V.
APPENDIX II
The following definitions apply to this Announcement as the context shall admit:
|
"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence" |
are to the lawful currency of the UK |
|
|
|
|
Admission |
AIM Admission and admission of the New Common Shares for trading on the TSX-V (or one of them as the context may require) |
|
|
|
|
AIM |
AIM, a market of that name operated by the London Stock Exchange |
|
|
|
|
AIM Admission |
admission of the New Common Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules; |
|
|
|
|
AIM Rules |
the "AIM Rules for Companies" published by the London Stock Exchange governing admission to AIM and the regulation of companies whose securities are admitted to trading on AIM (including any guidance notes), as each may be amended or reissued from time to time; |
|
|
|
|
AIM Rules for Nominated Advisers |
the "AIM Rules for Nominated Advisers" published by the London Stock Exchange governing the eligibility and ongoing responsibilities of and certain disciplinary matters in relation to Nominated Advisers, as amended or reissued from time to time; |
|
|
|
|
Announcement |
this announcement, including the appendices and the terms and conditions of the Placing set out in Appendix I |
|
|
|
|
Banks |
Stifel and Zeus and "Bank" means all or one of them as the context requires
|
|
Board |
the board of directors of the Company from time to time |
|
|
|
|
Bookbuild |
the bookbuild process run by the Banks to determine demand for participation in the Placing by potential Placees at the Issue Price |
|
|
|
|
Business Day |
a day (other than a Saturday, Sunday or public holiday (in England)) on which: (i) each of the London Stock Exchange and the TSX-V are open for business; and (ii) clearing banks are generally open for a full range of banking transactions in the City of London and the City of Toronto |
|
|
|
|
Canadian Securities Laws |
all applicable Canadian securities laws and the respective rules and regulations under such laws, together with published policy statements, notices and orders of the securities commissions of any applicable jurisdiction of Canada |
|
|
|
|
Certificated or in Certificated form |
not in uncertificated form (that is, not in CREST) |
|
|
|
|
Common Shares or Shares |
Common shares of no par value each in the capital of the Company |
|
|
|
|
Company or Sintana |
Sintana Energy Inc. a company existing under the laws of Alberta, Canada with business number 2015615707, whose registered office is at 3300, 421 7th Avenue S. W. Calgary, Alberta, T2P4K9 |
|
|
|
|
CREST |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations) |
|
|
|
|
CREST Regulations |
the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended) |
|
|
|
|
Depositary |
Computershare Investor Services plc, a company incorporated in England and Wales |
|
|
|
|
Depositary Interests |
the dematerialised depositary interests representing the New Common Shares to be admitted to trading on AIM and issued by the Depositary, which will hold legal title to the underlying New Common Shares |
|
|
|
|
Director Subscribers |
each of Robert Bose and Eytan Uliel |
|
|
|
|
EEA |
European Economic Area |
|
|
|
|
Enlarged Share Capital |
the Existing Common Shares, together with the Placing Shares and the Subscription Shares, being the issued share capital of the Company immediately following Admission |
|
|
|
|
EU Prospectus Regulation |
Regulation (EU) 2017/1129 |
|
|
|
|
EU Qualified Investor |
qualified investors as defined in Article 2(e) of the EU Prospectus Regulation |
|
|
|
|
EU Taxonomy Regulation |
Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088 |
|
|
|
|
Euroclear |
Euroclear UK & International Limited |
|
|
|
|
Existing Common Shares |
the 516,581,240 Shares which are issued and outstanding at the date of this Announcement |
|
|
|
|
FCA |
the Financial Conduct Authority of the United Kingdom |
|
|
|
|
Form of Confirmation |
the form of confirmation to be dispatched to the Placees by a Bank or the contract note made between a Bank and the Placees, in each case which incorporate by reference the terms and conditions of the Placing contained in this Announcement |
|
|
|
|
FSMA |
the Financial Services and Markets Act 2000 |
|
|
|
|
Fundraising |
together the Placing and the Subscription |
|
|
|
|
Group |
the Company and its subsidiary undertakings (and "Group Company" shall be construed accordingly) |
|
|
|
|
Issue Price |
CA$0.41(approximately 22.5 pence per share) |
|
|
|
|
London Stock Exchange |
London Stock Exchange plc |
|
|
|
|
Long Stop Date |
30 June 2026 |
|
|
|
|
New Common Shares |
the Placing Shares and the Subscription Shares |
|
|
|
|
NI 45-106 |
National Instrument 45-106 - Prospectus Exemptions |
|
|
|
|
Order |
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 |
|
|
|
|
OSC Rule 72-503 |
Ontario Securities Commission Rule 72-503 - Distributions Outside Canada |
|
|
|
|
OTCQX |
the stock exchange in the United States of America operated by OTC Markets Group Inc., where the Existing Common Shares are quoted |
|
|
|
|
Placees |
a person procured by or on behalf of a Bank who agrees to subscribe for Placing Shares at the Issue Price |
|
|
|
|
Placing |
the conditional placing by the Bank or on behalf of each Bank (or its respective agents) as an agent of the Company of the Placing Shares at the Issue Price, in accordance with the Placing Agreement |
|
|
|
|
Placing Agreement |
the agreement entered into on 15 May 2026 between the Company and the Banks relating to the Placing |
|
|
|
|
Placing Documents |
this Announcement, the Offering Document and the Presentation, collectively |
|
|
|
|
Placing Results Announcement |
the announcement of the results of the Bookbuild through a Regulatory Information Service |
|
|
|
|
Placing Shares |
the new Shares expected to be issued pursuant to the Placing |
|
|
|
|
POATR |
the Public Offers and Admissions to Trading Regulations 2024 |
|
|
|
|
Presentation |
the presentation slides prepared by the Company and used by it in meetings with institutional investors in connection with the Placing |
|
|
|
|
PRM |
the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook |
|
|
|
|
Publicly Available Information |
any information publicly announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement |
|
|
|
|
QIB |
a "qualified institutional buyer" as defined in Rule 144A under the Securities Act |
|
|
|
|
Regulation S |
Regulation S promulgated under the Securities Act |
|
|
|
|
Regulatory Information Service |
a regulatory information service that is approved by the FCA as meeting the FCA's Primary Information Provider and that is on the list of Authorised Regulatory Information Service Providers maintained by the FCA |
|
|
|
|
Restricted Jurisdictions |
Australia, Canada, the Republic of South Africa, Japan or in any jurisdiction in which such publication or distribution is unlawful or would require the filing of a prospectus or registration statement or delivering an offering memorandum or similar disclosure document under applicable securities laws |
|
|
|
|
SDRT |
Stamp Duty Reserve Tax |
|
|
|
|
Securities Act |
the US Securities Act of 1933, as amended |
|
|
|
|
Shareholder |
a holder of Existing Common Shares |
|
|
|
|
Shares |
the common shares of no par value in the capital of the Company |
|
|
|
|
Stifel |
Stifel Nicolaus Europe Limited, a company incorporated in England and Wales with company number 03719559, whose registered office is at 4th Floor, 150 Cheapside, London, England, EC2V 6ET, in its role as joint broker and sole bookrunner for the Company in connection with the Fundraising |
|
|
|
|
Subscribers |
subscriber for the Subscription Shares who is not a Director Subscriber |
|
|
|
|
Subscription |
the subscription by the Director Subscribers and Subscribers for Subscription Shares, in accordance with the Subscription Agreements |
|
|
|
|
Subscription Agreements |
the subscription agreements entered into on or around the date of the agreement relating to the Subscriptions |
|
|
|
|
Subscription Shares |
the new Shares to be issued by the Company pursuant to the Subscription as described in this Announcement |
|
|
|
|
subsidiary or subsidiary undertaking |
have the meaning given to such term in the Companies Act 2006 |
|
|
|
|
TSX-V |
TSX Venture Exchange |
|
|
|
|
TSXV Conditional Approval |
all necessary conditional approvals from the TSX-V in respect of the completion of all of the transactions contemplated by the Placing Agreement, which approvals shall include, without limitation, Conditional Acceptance (within the meaning of Policy 4.1 of the TSXV Rules) |
|
|
|
|
TSX Venture Exchange |
TSX Venture Exchange Inc |
|
|
|
|
TSXV Rules |
the rules, regulations and policies of the TSX-V including the TSX Venture Exchange Corporate Finance Manual |
|
|
|
|
uncertificated or in uncertificated form |
in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST |
|
|
|
|
UK or United Kingdom |
the United Kingdom of Great Britain and Northern Ireland |
|
|
|
|
UK MAR |
the Market Abuse Regulation (EU 596/2014) as implemented into English law pursuant to the EU (Withdrawal) Act 2018 (as amended) and the regulations, rules and guidelines promulgated thereunder |
|
|
|
|
UK Qualified Investor |
persons falling within article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, as amended |
|
|
|
|
Warranties |
the warranties given by the Company to the Banks in the Placing Agreement |
|
|
|
|
Zeus |
Zeus Capital Limited, a company incorporated in England and Wales with company number 04417845, whose registered office is at 82 King Street, Manchester, England, M2 4WQ, in its role as joint broker and co-lead manager for the Company in connection with the Fundraising |
APPENDIX III- TECHNICAL GLOSSARY OF TERMS
|
1C / 2C / 3C |
low, best and high estimates of contingent resources respectively |
|
3D |
three dimensional |
|
Boe |
barrel of oil equivalent |
|
P10 |
high case (probabilistic) estimate (there should be a 10 per cent. probability of exceeding this estimate) |
|
Pmean |
probability-weighted average |
|
MMbbls |
million barrels |
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 5 minutes ago Naked Wines
- 5 minutes ago Greencoat UK Wind
- 18 minutes ago Everyman Media Group
- 20 minutes ago BP
- 26 minutes ago Imperial Brands