Star Metro - Closing of Fundraise

As announced on 18 May 2026, pursuant to the Subscription, Robert Bose, the CEO of the Company, has subscribed for 826,105 Subscription Shares through Charlestown Energy Partners LLC (of which Robert Bose is a managing member) in exchange for an investment of US$250,000 and Eytan Uliel, President of the Company, has subscribed for 826,105 Subscription Shares in exchange for an investment of US$250,000. Each of Messrs. Bose and Uliel are insiders of the Company. Accordingly, the Fundraise constitutes a related party transaction under Multilateral Instrument 61-101 ("MI 61-101"). The Company is relying on the exemption from the formal valuation requirement set out in section 5.5(a) of MI 61-101 and the exemption from the minority approval requirement set out in section 5.7(1)(a) of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Fundraise, insofar as it involves insiders, exceeds 25 per cent. of the Company's market capitalisation. The Fundraise remains subject to the final approval of the TSXV.

The New Common Shares issued pursuant to the Fundraise were issued pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106, and accordingly such securities are not 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 amended and restated, that can be accessed under the Company's profile at www.sedarplus.ca and at https://sintanaenergy.com.

In connection with the Fundraise, the Company paid cash finder's fees totalling C$0.9 million.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Company's announcement released on 15 May 2026, 18 May 2026 and 26 May 2026 in respect of the Fundraise unless the context provides otherwise.

Further information:

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA.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.

About Sintana

Sintana, the Canadian parent company of a group of companies, is focused on the acquisition, exploration, potential development, and ultimately the monetisation of a diverse portfolio of interests in high-impact assets with significant hydrocarbon resource potential in emerging "frontier" geographies. Specifically, this includes interests in eight licences in two countries, Namibia and Uruguay, as well as pending indirect interests in additional licences in Namibia and Angola (and legacy assets in Colombia and The Bahamas), providing exposure to a range of geologic plays, basins, operators, regulators, jurisdictions and geopolitical regimes.

Forward-Looking Statements

This news release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of Canadian securities laws including, without limitation, statements with respect to the prospectivity of the property interests held by the Company, the receipt of final regulatory approvals and timing associated therewith. All statements other than statements of historical fact are forward-looking statements. Often, but not always, these forward looking statements can be identified by the use of words such as "believe", "believes", "estimate", "estimates", "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "upgraded", "offset", "limited", "contained", "reflecting", "containing", "remaining", "to be", "periodically", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.

Undue reliance should not be placed on forward-looking statements, which are inherently uncertain, are based on estimates and assumptions, and are subject to known and unknown risks and uncertainties (both general and specific) that contribute to the possibility that the future events or circumstances contemplated by the forward-looking statements will not occur. Although the Company believes the expectations reflected in these forward-looking statements are reasonable, there can be no assurance they will prove accurate. The forward-looking statements contained in this news release are made as of the date hereof and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

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.

SOURCE: Sintana Energy Inc.

View the original press release on ACCESS Newswire

W.Fortin--SMC