27 August 2026

Sintana Energy, Inc.
("Sintana" or "the Company")

Interim Results for the three months ended 30 June 2026

TORONTO & LONDON, AUGUST 27, 2026 - Sintana Energy Inc. (TSX-V: SEI, AIM: SEI, OTCQX: SEUSF) announces that it has filed its interim financial statements for the three months ended 30 June and the accompanying Management's Discussion and Analysis ("MD&A").The interim financial statements and accompanying MD&A for the three months ended 30 June 2026 are available on the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca and on Sintana's website at https://sintanaenergy.com

For further information, please contact:		Tel: +44 (0)7 747 845 987
Sintana Energy Inc
Robert Bose, Chief Executive Officer
Eytan Uliel, President
Zeus - Nomad and Joint Broker		Tel: +44 (0) 20 3829 5000
Antonio Bossi / Darshan Patel / George Duxberry
Simon Johnson (Broking)
Stifel - Joint Broker		Tel: +44 (0) 20 7710 7600
Callum Stewart / Simon Mensley
Ashton Clanfield (Broking)
Jonathan Paterson - Investor Relations		Tel: +1 475 477 9401
[email protected]m
CAMARCO - Financial PR		Tel: +44 (0) 20 3757 4980
Billy Clegg / Georgia Edmonds / Sam Morris

 

 

About Sintana Energy

Sintana Energy is an Atlantic Margin-focused oil and gas company, holding interests in a diverse portfolio of high-impact assets that spans the Southern Atlantic conjugate margin. The Company's current portfolio is strategically positioned in the emerging frontier geographies of Namibia, Uruguay and Angola, with additional legacy assets in Colombia and The Bahamas. Led by an experienced team, Sintana Energy is partnered with major industry players, and benefits from significant carry support, on key licenses across multiple jurisdictions. Sintana Energy is listed on the TSX-V in Canada under the symbol "SEI", in the United Kingdom on the LSE-AIM under the symbol "SEI" and in the U.S. on the OTCQX under the symbol "SEUSF". For further information, please visit  sintanaenergy.com

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

 

SINTANA ENERGY INC.

CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS AND SIX MONTHS ENDED June 30, 2026

(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

UNAUDITED

 

Financial Statements

Condensed Interim Consolidated Statements of Financial Position

(Expressed in United States Dollars, Unless Otherwise Stated)

	As at	As at
	June 30,	December 31,
	2026	2025
	(Unaudited)	(Audited)
ASSETS
Current assets
Cash and cash equivalents	15,524,004	10,315,705
Accounts receivable and other assets (note 3)	1,961,068	1,647,503
Restricted cash (note 4)	707,528	707,656
Total current assets	18,192,600	12,670,864
Non-current assets
Investment in joint venture (note 5)	9,702,203	9,692,658
Tangible assets	43,987	41,374
Intangible assets (note 6)	39,288,794	39,288,794
Accounts receivable and other assets (note 3)	453,167	431,155
Total assets	67,680,751	62,124,845
SHAREHOLDERS' EQUITY AND LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (notes 7 and 15)	1,939,653	4,259,512
Current income tax payable	56,120	58,298
Deferred compensation (note 15)	604,939	604,939
Asset retirement obligation	2,625,268	2,703,739
Total current liabilities	5,225,980	7,626,488
Non-current liabilities
Deferred income tax liability	350,513	364,124
Total liabilities	5,576,493	7,990,612
Shareholders' equity	62,104,258	54,134,233
Total shareholders' equity and liabilities	67,680,751	62,124,845

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Nature of operations and going concern (note 1) Subsequent events (note 18)

 

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Expressed in United States Dollars, Unless Otherwise Stated) (Unaudited)

	Three Months Ended June 30,		Six Months Ended June 30
	2026	2025	2026	2025
Operating expenses
Exploration and evaluation expenditures (note 12)	384,653	5,097	617,926	14,097
Foreign exchange loss (gain) (note 14)	(950,970)	149,546	(541,705)	260,021
General and administrative (notes 13 and 15)	3,728,809	2,088,447	6,660,697	4,357,093
Net loss before interest income and joint venture loss	(3,162,492)	(2,243,090)	(6,736,918)	(4,631,211)
Interest Income	56,067	90,078	117,005	192,543
Net consideration on assignment of exploration licence interest (note 17)	-	-	2,399,388	-
Joint venture income (loss) (note 5)	17,320	(8,865)	3,800	(16,588)
Net loss for the period	(3,089,105)	(2,161,877)	(4,216,725)	(4,455,256)
Net loss attributable to:
Common Shareholders	(3,080,241)	(2,159,759)	(4,207,587)	(4,443,392)
Non-controlling interest	(8,864)	(2,118)	(9,138)	(11,864)
Net loss for the period	(3,089,105)	(2,161,877)	(4,216,725)	(4,455,256)
Other comprehensive loss
Items that will be reclassified subsequently to loss
Exchange difference on translating foreign operations	(1,100,892)	1,026,609	(826,506)	1,080,594
Other comprehensive loss for the period	(1,100,892)	1,026,609	(826,506)	1,080,594
Net comprehensive loss for the period	(4,189,997)	(1,135,268)	(5,043,231)	(3,374,662)
Net comprehensive loss attributable to:
Common Shareholders	(4,181,134)	(1,133,150)	(5,034,093)	(3,362,798)
Non-controlling interest	(8,864)	(2,118)	(9,138)	(11,864)
Net comprehensive loss for the period	(4,189,997)	(1,135,268)	(5,043,231)	(3,374,662)
Loss per share - basic and diluted (note 11)	(0.01)	(0.01)	(0.01)	(0.01)
Weighted average number of common Shares outstanding - basic and diluted (note 11)	521,995,234	378,867,326	521,471,946	377,022,480

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

*       Restated. See note 2b for details.

 

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in United States Dollars, Unless Otherwise Stated) (Unaudited)

	Six Months Ended June 30,
	2026	2025*
Operating activities
Net loss for the period	(4,216,725)	(4,455,256)
Adjustment for:
Joint venture (income) loss	(3,800)	16,588
Share-based compensation (notes 9 and 10)	2,519,944	2,893,993
Depreciation	326	-
Foreign exchange	(541,705)	260,021
Non-cash working capital items:
Accounts receivable and other assets	(335,577)	(432,166)
Accounts payable and accrued liabilities**	(2,319,859)	61,674
Deferred compensation (note 15)	-	(350,000)
Net cash used in operating activities	(4,897,396)	(2,005,146)
Investing activities
Additional funding in joint venture (note 5)	(382,954)	(61,426)
Tangible asset additions	(4,043)	-
Net cash used in investing activities	(386,997)	(61,426)
Financing activities
Options exercised (note 9)	602,622	259,255
Net proceeds from capital raise	9,890,690	-
Net cash provided by financing activities	10,493,312	259,255
Net change in cash and cash equivalents	5,208,919	(1,807,317)
Effects of exchange rate changes on cash and cash equivalents	(620)	394,668
Cash and cash equivalents, beginning of period	10,315,705	12,591,728
Cash and cash equivalents, end of period	15,524,004	11,179,079
Cash	5,081,715	10,411,690
Cash equivalents	10,442,289	767,389
Total cash and cash equivalents	15,524,004	11,179,079

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

*       Restated. See note 2b for details.

**     The significant movement in accounts payable and accrued liabilities is primarily driven by the settlement of substantial creditor balances outstanding at December 31, 2025, relating to fees incurred in connection with the acquisition of Challenger Energy Group Plc during the year.

 

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity

(Expressed in United States Dollars, Unless Otherwise Stated) (Unaudited)

	Number			Non-		Other
	of common	Share	Contributed	controlling		comprehensive
	shares	capital	surplus	interest	Deficit	loss	Total
Balance, December 31, 2024*	374,584,121	113,477,293	10,628,956	19,170	(100,449,232)	(3,500,432)	20,175,755
Restricted shares vested and converted to common shares	2,400,000	2,290,796	(2,290,796)	-	-	-	-
Options exercised (note 9(ii))	2,841,424	535,889	(276,634)	-	-	-	259,255
Share-based compensation - stock options (note 9)	-	-	1,159,578	-	-	-	1,159,578
Share-based compensation - restricted shares (note 10)	-	-	1,729,420	-	-	-	1,729,420
Net loss and comprehensive loss for the period	-	-	-	(11,864)	(4,443,392)	1,080,594	(3,374,662)
Balance, June 30, 2025	379,825,545	116,303,978	10,950,524	7,306	(104,892,624)	(2,419,838)	19,949,346
Balance, December 31, 2025	510,356,240	153,368,585	13,810,690	5,252	(110,565,211)	(2,485,083)	54,134,233
Net proceeds from capital raise (note 8)	38,001,253	9,890,690	-	-	-	-	9,890,690
Restricted shares vested and
converted to common shares (note 10)	6,800,000	4,449,300	(4,449,300)	-	-	-	-
Options exercised (note 9(ii))	5,275,000	1,080,619	(477,997)	-	-	-	602,622
Share-based compensation - stock options (note 9(i))	-	-	363,112	-	-	-	363,112
Share-based compensation - restricted shares (note 10)	-	-	2,156,832	-	-	-	2,156,832
Net loss and comprehensive loss for the period	-	-	-	(9,138)	(4,207,587)	(826,506)	(5,043,231)
Balance, June 30, 2026	560,432,493	168,789,194	11,403,337	(3,886)	(114,772,798)	(3,311,589)	62,104,258

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

*       Restated. See note 2b for details.

 

Notes to Condensed Interim Consolidated Financial Statements Three and Six Months Ended June 30,

(Expressed in United States Dollars, Unless Otherwise Stated) (Unaudited)

1.    Nature of operations and going concern

Sintana Energy Inc. ("Sintana" or the "Company") is a Canadian crude oil and natural gas ("hydrocarbons") exploration and development company listed on the TSX Venture Exchange ("TSXV") under the symbol "SEI", and on the OTC-QX market in the United States under the symbol "SEUSF". Following the acquisition of Challenger Energy Group Plc, which completed on December 16, 2025, the Company was also admitted to trading on the London Stock Exchange's AIM market, with its common shares admitted to trading on December 23, 2025. The primary Canadian office of the Company is located at The Canadian Venture Building, 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1 and the corporate headquarters and principal place of business of the Company is 88 Kingsway, London, WC2B 6AA, United Kingdom. Sintana is primarily engaged in hydrocarbons exploration and development activities in Namibia, Uruguay and Angola and also holds legacy interests in Colombia and The Bahamas that are non-core and which the Company is seeking to monetize and /or exit.

The Company primarily focuses on the acquisition, exploration, and potential development of crude oil and natural gas resources. The Company's primary assets in Namibia are held through its 49% interest in all of the issued and outstanding shares of Inter Oil (Pty) Ltd. ("Inter Oil") and through its 49% interest in all of the issued and outstanding shares of Giraffe Energy Investments (Pty) Ltd. ("Giraffe"). The Company's assets in Uruguay are held through its 100% interest in Challenger Energy Group Limited ("Challenger").

Inter Oil is a private Namibian company which indirectly holds a strategic portfolio of offshore petroleum exploration licenses ("PEL") including (i) a 15% (Sintana: 7.35%) limited carried interest in PEL 87; and (ii) a 10% (Sintana: 4.9%) limited carried interests in each of PELs 82, 83 and 90. Inter Oil also holds a 30% (Sintana: 14.7%) interest in a subsidiary which, in turn, holds a 90% interest in onshore PEL 103. Giraffe holds a 33% (Sintana 16.7%) limited carried interest in PEL 79 which governs Namibia offshore blocks 2815 and 2915. Principal investments in Uruguay are a 40% interest in the AREA OFF-1 licence and a 100% interest in the AREA OFF-3 licence.

Sintana's portfolio of assets are at an early stage of exploration and development and thus do not generate revenues, and therefore as is common with similar exploration companies, Sintana raises financing for its business activities. Sintana did not earn any operating income in the three months ended June 30, 2026 and six months ended June 30, 2026. For the six months ended June 30, 2026, the Company incurred a loss of $4,216,725 (six months ended June 30, 2025 - $4,455,256) and had an accumulated deficit of $114,772,798 (December 31, 2025 - $110,565,211). Sintana had working capital of $12,966,621 at June 30, 2026 (December 31, 2025 - $5,044,376).

These unaudited condensed interim consolidated financial statements have been prepared on a basis which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern. The certainty of funding future exploration expenditures and availability of additional financing sources cannot be assured at this time. These material uncertainties may cast significant doubt on the Company's ability to continue as a going concern and, accordingly, the ultimate use of accounting principles applicable to a going concern. The Company's ability to continue as a going concern is dependent upon obtaining additional financing and eventually achieving profitable production. These unaudited condensed interim consolidated financial statements do not reflect any adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary should the going concern assumption be inappropriate.

It is noted that on February 4, 2026, the Company announced that its relevant subsidiaries had entered into an agreement with a subsidiary of ExxonMobil to resolve the previously announced arbitration relating to the VMM-37 block in Colombia's Middle Magdalena Basin (a legacy asset in which Company holds a private participation interest). Under the agreement, the Company agreed to conditionally assign its interest in the VMM-37 in exchange for total cash consideration of $9 million, of which $3 million has been received to date net of bank charges, with the remaining $6 million payable upon receipt of governmental approvals and satisfaction of certain contractual conditions. The Company is working with ExxonMobil to obtain the required approvals and currently expects the balance to be received prior to the end of 2026, although there can be no assurance that all conditions will be satisfied. This settlement provides a material level of increased liquidity to the Company which, in addition to the Company's existing cash resources, supports the going concern assumption referred to above.

It is further noted that on May 27, 2026, the Company successfully completed a private placement that raised US$11.5 million through the issue of 38.0 million additional shares at C$0.41 per share. The fundraising was undertaken so as to support the Company's participation in several near-term exploration and development opportunities, related work programme costs, and general corporate purposes, and providing a material level of increased liquidity to the Company.

Refer to note 8 for further details.

2.    Material accounting policies and information

(a)   Statement of compliance

The Company applies IFRS^® Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements prepared in accordance with IFRS as issued by the IASB.

(b)   Functional and presentational currency

Following the acquisition of Challenger and its subsidiaries and the Company's subsequent admission to AIM in the United Kingdom, the Company elected to change the presentation currency of its consolidated financial statements from Canadian Dollars ("CAD") to United States Dollars ("USD"), including comparative information for the three and six month periods ended June 30, 2026. The change in presentation currency was made as the expanded Company is primarily invested in offshore assets along the Atlantic Margin, where the majority of expected input costs are denominated in USD, and any future revenues or proceeds from asset sales, farm-downs or production are likely to be realized in USD. In addition, given the Company's listing on the TSXV, OTCQX and AIM, USD was considered to be a more appropriate presentation currency for the enlarged and diverse shareholder base.

The change in presentation currency was applied retrospectively and had no impact on the Company's reported net earnings, cash flows, or shareholders' equity, other than the translation of financial statement amounts into USD.

Transactions in foreign currencies are translated into each subsidiary's functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the period-end exchange rate. Non-monetary items measured at historical cost are translated at the exchange rate at the date of the transaction, and non-monetary items measured at fair value are translated at the exchange rate at the date the fair value was determined. Foreign exchange differences arising on translation are recognized in the consolidated statement of loss and comprehensive loss, except for differences arising on the translation of foreign operations, which are recognized in other comprehensive income.

(c)    Basis of presentation

The policies applied in these unaudited condensed interim consolidated financial statements are based on IFRS® issued and outstanding as of August 27, 2026, being the date the Board of Directors approved these unaudited condensed interim consolidated financial statements. The same accounting policies, methods of computation, significant judgements, and key accounting estimates are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual audited consolidated financial statements as at and for the year ended December 31, 2025. Any subsequent changes to IFRS that are given effect in the Company's annual audited consolidated financial statements for the year ending December 31, 2026 could result in restatement of these unaudited condensed interim consolidated financial statements.

Future applicable accounting standards

In April 2024, the IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements which sets out the overall requirements for presentation and disclosures in the consolidated financial statements. The new standard replaces IAS 1 and although much of the substance of IAS 1 will carry over into the new standard, the new standard will require presentation of separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The new standard will also require disclosure and explanation of 'management-defined performance measures' in a separate note within the consolidated financial statements.

The new standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim consolidated financial statements, and requires retrospective application. The Company is currently assessing the impact of the new standard.

3.     Accounts receivable and other assets

	As at	As at
	June 30,	December 31,
	2026	2025
Current trade and other receivables
Accounts receivable	65,710	392,047
Prepaids and other advances	395,358	255,456
Deposit - Corcel	500,000	500,000
Deposit - PEL 37 (1)	500,000	-
Deferred consideration (2)	500,000	500,000
Total	1,961,068	1,647,503
Non-current trade and other receivables
Deferred consideration (2)	453,167	431,155
Total	453,167	431,155

(1)   On January 21, 2026, the Company announced it had entered into a Letter of Intent securing exclusivity through April 30, 2026, in relation to a potential investment providing an indirect interest in PEL 37 offshore Namibia, adjacent to and north of PEL 82. Definitive documentation in relation to this transaction was entered into on August 20 2026 - refer Note 18, Subsequent Events.

(2)   Deferred consideration represents amounts due to Challenger Energy Limited following the disposal of its Trinidad operations, which completed in August 2025. The deferred consideration due from that transaction comprises $500,000 payable in cash on August 30, 2026, $250,000 payable on December 31, 2026, and a further $250,000 payable on December 31, 2027. The deferred consideration amounts due in December 2026 and 2027 have been discounted at a rate of 10% (2025: 10%) and classified as non‑current deferred consideration amounting to $453,167.

4.     Restricted cash

	As at	As at
	June 30,	December 31,
	2026	2025
Credit card security	7,528	7,656
Licence related restricted bank deposits (1)	700,000	700,000
Total	707,528	707,656

(1)   Licence related restricted bank deposits are cash amounts held in separately identified Company bank accounts and pledged in support of fulfilment of work programme commitments on specific licences. Access to these funds is restricted until the relevant work program commitments are met. As at June 30, 2026 this consisted of $700,000 (2025: $700,000) relating to the Company's Uruguay licences. This comprised $200,000 relating to the Company's interest in the OFF-1 licence, for which the current licence period is expected to expire in August 2027, and $500,000 relating to the Company's interest in the OFF-3 licence, for which the current licence period is expected to expire in June 2028. Work has commenced on both licences and is ongoing.

5.     Investment in joint venture

Balance, December 31, 2025	9,692,658
Additional funding in joint venture	382,954
Sintana's 49% share of Inter Oil's net income for the period ended June 30, 2026	3,800
Foreign exchange adjustments	(377,209)
Balance, June 30, 2026	9,702,203
Balance, December 31, 2024	9,070,018
Additional funding in joint venture	219,589
Sintana's 49% share of Inter Oil's net loss for the year ended December 31, 2025	(31,360)
Foreign exchange adjustments	434,411
Balance, December 31, 2025	9,692,658

6.     Intangible assets

Cost
At January 1, 2026	39,288,794
Balance, June 30, 2026	39,288,794
Net book value
At June 30, 2026	39,288,794
At December 31, 2025	39,288,794

Intangible assets comprise exploration and evaluation assets recognized by the Company following the acquisition of Challenger Energy Group in December 2025. These assets represent historical expenditure incurred by Challenger in evaluating its interests in the AREA OFF-1 and AREA OFF-3 licences in Uruguay. In addition, as part of the acquisition accounting process, a further amount was capitalized in respect of these assets following the fair value assessment performed on acquisition. The assets are subsequently accounted for in accordance with IFRS 6 Exploration for and Evaluation of Mineral Resources. As at the reporting date, management has identified no indicators of impairment in relation to these assets. Further costs incurred in respect of these assets will be eligible for capitalization following a decision to progress the relevant licences towards commercial development and production, in accordance with the Company's successful efforts accounting policy. Accordingly, the carrying values of these assets remain fixed and unamortized, and will continue to be assessed periodically for impairment.

 

7.     Accounts payable and accrued liabilities

Accounts payable and accrued liabilities of the Company are principally comprised of amounts outstanding relating to general operating and administrative activities and an arbitration of disputed joint venture cash calls with an estimated legal fee of $525,612 currently recognized in respect of the VMM-37 settlement proceeds:

	As at	As at
	June 30,	December 31,
	2026	2025
Accounts payable	1,265,365	2,986,637
Accrued liabilities	674,288	1,272,875
	1,939,653	4,259,512

The following is an aged analysis of accounts payable and accrued liabilities:

	As at	As at
	June 30,	December 31,
	2026	2025
Less than 1 month	894,791	3,531,061
1 to 3 months	239,893	240,920
Greater than 3 months	804,969	487,531
	1,939,653	4,259,512

8.     Share Capital

(a)    Authorized share capital:

At June 30, 2026 and December 31, 2025, the authorized share capital consisted of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

(b)   Common shares capital:

The change in issued share capital for the periods presented was as follows:

	Number of	Amount
	common shares	$
Balance, December 31, 2024	374,584,121	113,477,293
Restricted shares vested and converted to common shares (note 10)	2,400,000	2,290,796
Exercise of options (note 9(ii))	2,841,424	535,889
Balance, June 30, 2025	379,825,545	116,303,978
Balance, December 31, 2025	510,356,240	153,368,585
Net proceeds from capital raise(i)	38,001,253	9,890,690
Restricted shares vested and converted to common shares (note 10)	6,800,000	4,449,300
Exercise of options (note 9(ii))	5,275,000	1,080,619
Balance, June 30, 2026	560,432,493	168,789,194

(i)    During the three months ended June 30, 2026, following a fundraising comprising a placing and subscription, the Company issued 38,001,253 common shares at a price of CAD$0.41 (GBP£0.225) per share, raising gross proceeds of $11,355,062. Transaction costs associated with the issuance were $1,464,372 resulting in net proceeds of $9,890,690.

9.     Stock options

The following table reflects the continuity of stock options for the periods presented:

		Weighted
	Number of	average
	stock options	exercise price
	outstanding	$
Balance, December 31, 2024	28,028,093	CAD$0.37
Granted (i)	100,000	CAD$0.73
Exercised (ii)	(2,841,424)	CAD$0.13
Balance, June 30, 2025	23,286,669	CAD$0.40
Balance, December 31, 2025	23,100,003	CAD$0.42
Exercised (ii)	(5,275,000)	CAD$0.16
Balance, June 30, 2026	17,825,003	CAD$0.50

(i)    Share-based compensation includes $163,264 and $363,112 (three and six months ended June 30, 2025 - $564,672 and $1,159,578, respectively) relating to stock options granted in previous years in accordance with their respective vesting terms. On June 27, 2025, the Company granted a total of 100,000 stock options to an officer of the Company. The options have an exercise price of $0.73 and expire on June 27, 2035. Vesting of the stock options is as follows: one-third on day of grant, one-third after one year and one-third after two years. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 132%; risk-free interest rate of 3.31%; and an expected average life of 10 years. The options were valued at $70,731.

(ii)   During the six months ended June 30, 2026, 5,275,000 options were exercised for cash proceeds of $602,622 (six months ended June 30, 2025 - 2,841,424 stock options were exercised for cash proceeds of $259,255) and the related grant date fair value of the stock options of $477,997 (six months ended June 30, 2025 - $276,634) was reclassified from contributed surplus to share capital. The average share price on the exercise of stock options for the six months ended June 30, 2026 was CAD$0.50 (six months ended June 30, 2025 - CAD$0.67).

		Weighted
		average		Number of
		remaining	Number of	options	Number of
	Exercise	contractual	options	vested	options
Expiry date	price	life (years)	outstanding	(exercisable)	unvested
March 24, 2027	CAD$0.165	0.18	4,500,000	4,500,000	-
December 19, 2032	CAD$0.110	1.33	3,650,001	3,650,001	-
December 19, 2033	CAD$0.270	1.69	4,025,002	4,025,002	-
May 1, 2034	CAD$1.080	0.73	1,650,000	1,650,000	-
December 13, 2034	CAD$1.230	1.85	3,900,000	2,600,000	1,300,000
June 27, 2035	CAD$0.730	0.05	100,000	66,667	33,333
		5.83	17,825,003	16,491,670	1,333,333

10.   RSUs

The grant date fair value of RSUs equals the fair market value of the corresponding shares at the grant date. The fair value of these equity-settled awards is recognized as compensation expense with a corresponding increase in contributed surplus. The total amount expensed is recognized over the vesting period, which is the period over which all specified vesting conditions must be satisfied before RSUs are earned and therefore convertible. RSUs are converted into common shares when vested.

During the three and six months ended June 30, 2026, 4,200,000 and 6,800,000 RSUs (three and six months ended June 30, 2025 - 2,400,000 RSUs) respectively vested and were converted to common shares with a value of $2,157,924 and $4,449,300 respectively (three and six months ended June 30 2025 - $2,290,796).

The compensation portion of RSUs granted in the current and prior years and vested during the three and six months ended June 30, 2026, amounted to $1,090,788 and $2,156,832 respectively (three and six months ended June 30, 2025 - $743,553 and $1,729,420 respectively).

As of June 30, 2026, there were 7,250,000 RSUs outstanding (December 31, 2025 - 6,800,000).

11.   Net loss per share

The calculation of basic and diluted loss per share for the three and six months ended June 30, 2026 was based on the loss attributable to common shareholders of $3,080,241 and $4,207,587, respectively (three and six months ended June 30, 2025 - loss of $2,159,759 and $4,443,392, respectively) and the weighted average number of common shares outstanding of 521,995,234 and 521,471,946, respectively (three and six months ended 2025 - 378,867,326 and 377,022,480). Diluted loss per share did not include the effect of options, warrants and RSUs for the three and six months ended June 30, 2026 and 2025 as they were anti-dilutive.

12.   Exploration and evaluation expenditures

	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025*
Namibia
Technical services	88,716	-	98,874	-
	88,716	-	98,874	-
Uruguay
Technical service	73,950	-	233,950	-
Professional and consulting fees	(9,230)	-	41,919	-
	64,720	-	275,869	-
Angola
Technical services	3,517	-	5,517	-
	3,517	-	5,517	-
Magdalena Basin, Colombia
Administrative and general	143,777	3,434	149,347	10,587
Professional fees	83,923	1,663	88,319	3,510
	227,700	5,097	237,666	14,097
	384,653	5,097	617,926	14,097

* Restated. See note 2b for details.

Notes:

In recent periods, the Company has principally acquired relatively small ownership interests in oil and gas assets, in many cases benefiting from carry arrangements which result in limited direct exploration and evaluation expenditure. As most of these interests are held through associated entities and accounted for under the equity method, any additional contributions to the underlying joint ventures are capitalized at the associate level, thereby limiting exploration and evaluation related costs recognized directly by the Company.

Following completion of the Challenger Energy Group acquisition in December 2025, the Group now holds a 100% interest in the AREA OFF-3 licence and a 40% limited carried interest in the AREA OFF-1 licence. As a result, exploration and evaluation activity is expected to increase going forward, particularly in relation to the AREA OFF-3 asset.

13.   General and administrative

	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025*	2026	2025*
Salaries and benefits (note 15)	1,468,443	288,642	2,049,227	601,860
Professional fees (note 15)	410,304	168,763	706,849	363,989
Share-based payments (notes 9, 10 and 15)	1,254,053	1,314,298	2,519,944	2,893,993
Investor relations	50,989	152,973	253,131	243,669
Travel	87,905	107,145	207,215	107,145
Reporting issuer costs	61,332	(2,069)	320,309	65,065
General and administrative costs	395,588	58,695	603,696	81,372
Depreciation	195	-	326	-
	3,728,809	2,088,447	6,660,697	4,357,093

* Restated. See note 2b for details.

14.   Financial risk management

Foreign currency risk

The Company is exposed to foreign currency risk through transactions denominated in currencies other than the functional currency of the relevant Company's entities. Foreign currency risk arises primarily from the Company's monetary assets and liabilities denominated in USD, CAD, British pounds sterling ("GBP"), Euros ("EUR"), Namibian dollars and Uruguayan pesos.

15.   Director and Key Management Compensation, Share Based Payments and Related party transactions and balances

(a)    Director and Key Management Compensation

Remuneration of directors and key management personnel (officers) of the Company was as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025
Salaries and benefits(1)	1,338,374	253,231	1,817,168	506,578

(1)   Salaries and benefits include director fees. This amount excludes balances for deferred compensation due to directors and key management personnel of $604,939 which are included in deferred compensation as at June 30, 2026 (December 31, 2025 - $604,939).

(b)   Share based payments

During the period ended June 30, 2026 the Company made a number of share based payments, including to directors and key management personnel of the Company, in the form of either options or RSUs, as detailed in notes 9 and 10.

	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025
Share-based compensation(1)	918,488	1,261,397	1,842,415	2,790,113

(1)   Share-based compensation is recorded under general and administrative.

(c)    Related party transactions and balances

Related parties include the Board of Directors, officers, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

The below noted transactions occurred in the normal course of business and are measured initially at fair value and approved by the Board of Directors in strict adherence to conflict of interest laws and regulations.

·      During the three and six months ended June 30, 2025, the Company paid professional fees and disbursements totalling $15,608 and $30,619 respectively to Marrelli Support Services Inc., and certain of its affiliates, together known as the "Marrelli Group", for: (i) regulatory filing services, and (ii) press release services. At June 30, 2025, the Marrelli Group was owed $10,172 and these amounts were included in accounts payable and accrued liabilities. Subsequent to December 16, 2025, when Carmelo Marrelli ceased office and employment with the Company upon completion of the Challenger acquisition, Marrelli Support Services Inc. and its affiliates ceased to be related parties to the Company. Accordingly, in the three and six months ended June 30, 2026, there were no additional transactions with related parties.

·      In connection with the acquisition of Challenger, the Company entered into a loan agreement with Charlestown Energy Partners, LLC ("Charlestown"), a shareholder of the Company and a related party, pursuant to which Charlestown has agreed to provide the Company with a working capital facility of up to US$4 million (the "Facility") from the closing date of the acquisition. The Facility may be terminated by the Company at any time upon providing not less than 20 business days' prior written notice to Charlestown. During the three months period ended June 30, 2026, the Facility remained available to the Company and was not cancelled by the Company, but the Company did not draw down on the Facility.

·      During the period, in connection with the capital raise during Q2 2026, Robert Bose and Eytan Uliel participated in the amount of $250,000 each in the Company's private placement and subscribed for common shares on the same terms and conditions as other investors.

16.   Segmented information

The Company operates as a single reporting segment focused on oil and natural gas exploration and development in Namibia, Uruguay and Angola, with additional group entities located in Canada, the United Kingdom, the United States, Colombia, The Bahamas, Spain and Panama. The Company's principal place of business is London, United Kingdom, with administrative offices in Castletown, Isle of Man, and Toronto, Canada.

For reporting purposes, segmented information is presented across four geographical segments: Namibia (operating), Uruguay (operating), Corporate (including Canada, the United States, the United Kingdom and the Isle of Man) and Non-operating (including Colombia, Panama, The Bahamas and Spain).

June 30, 2026	Corporate	Namibia	Uruguay	Non-operating	Total
Cash and cash equivalents	12,659,439	46,275	10,115	2,808,175	15,524,004
Accounts receivable and other assets	2,301,314	96,726	8,449	7,746	2,414,235
Restricted cash	707,528	-	-	-	707,528
Tangible assets	3,803	-	-	40,184	43,987
Intangible assets	-	-	39,288,794	-	39,288,794
Investment in joint venture	9,702,203	-	-	-	9,702,203
Total assets	25,374,287	143,001	39,307,358	2,856,105	67,680,751
Accounts payable and accrued liabilities	1,426,130	13,038	-	500,485	1,939,653
Current income tax payable	56,119	-	-	-	56,119
Deferred compensation	604,939	-	-	-	604,939
Asset retirement obligation	71,901	-	-	2,553,367	2,625,268
Deferred income tax liability	350,513	-	-	-	350,513
Total liabilities	2,509,602	13,038	-	3,053,852	5,576,492

 

Three Months Ended June 30, 2026	Corporate	Namibia	Uruguay	Non-operating	Total
Exploration and evaluation expenditures	92,233	-	64,720	227,700	384,653
General and administrative	3,368,108	14,645	304,469	41,587	3,728,809
Net consideration on assignment of exploration
licence interest	-	-	-	-	-
Interest income	(56,067)	-	-	-	(56,067)
Foreign exchange (gain) loss	(912,132)	(39,136)	-	298	(950,970)
Joint venture (gain) loss	(17,320)	-	-	-	(17,320)
Net loss	2,474,822	(24,491)	369,189	269,585	3,089,105

 

Six Months Ended June 30, 2026	Corporate	Namibia	Uruguay	Non-operating	Total
Exploration and evaluation expenditures	104,391	-	275,869	237,666	617,926
General and administrative	6,128,049	14,920	430,400	87,328	6,660,697
Net consideration on assignment of exploration
licence interest	-	-	-	(2,399,388)	(2,399,388)
Interest income	(117,005)	-	-	-	(117,005)
Foreign exchange (gain) loss	(439,543)	(102,428)	-	266	(541,705)
Joint venture (gain) loss	(3,800)	-	-	-	(3,800)
Net loss	5,672,092	(87,508)	706,269	(2,074,128)	4,216,725

 

December 31, 2025	Corporate	Namibia	Uruguay	Non-operating	Total
Cash and cash equivalents	10,270,550	1,690	10,115	33,350	10,315,705
Accounts receivable and other assets	2,036,495	13,531	5,155	23,477	2,078,658
Restricted cash	707,656	-	-	-	707,656
Tangible assets	-	-	-	41,374	41,374
Intangible assets	-	-	39,288,794	-	39,288,794
Investment in joint venture	9,692,658	-	-	-	9,692,658
Total assets	22,707,359	15,221	39,304,064	98,201	62,124,845
Accounts payable and accrued liabilities	3,749,549	12,834	-	497,129	4,259,512
Current income tax payable	58,298	-	-	-	58,298
Deferred compensation	604,939	-	-	-	604,939
Asset retirement obligation	74,694	-	-	2,629,045	2,703,739
Deferred income tax liability	364,124	-	-	-	364,124
Total liabilities	4,851,604	12,834	-	3,126,174	7,990,612

 

Three Months Ended June 30, 2025	Corporate	Namibia	Uruguay	Non-operating	Total
Exploration and evaluation expenditures	-	-	-	5,097	5,097
General and administrative	2,074,667	13,780	-	-	2,088,447
Foreign exchange (gain) loss	145,411	(592)	-	4,727	149,546
Interest income	(90,078)	-	-	-	(90,078)
Joint venture (loss) income	8,865	-	-	-	8,865
Net loss	2,138,865	13,188	-	9,824	2,161,877

 

Six Months Ended June 30, 2025	Corporate	Namibia	Uruguay	Non-operating	Total
Exploration and evaluation expenditures	-	-	-	14,097	14,097
General and administrative	4,324,203	32,890	-	-	4,357,093
Foreign exchange (gain) loss	157,769	99,825	-	2,427	260,021
Interest income	(192,543)	-	-	-	(192,543)
Joint venture (loss) income	16,588	-	-	-	16,588
Net loss	4,306,017	132,715	-	16,524	4,455,256

17.   Proposed transactions and VMM-37 settlement/contingent consideration

Investment in KON-16:

On May 14, 2025, the Company announced the formation of a strategic partnership with Corcel, plc ("Corcel"), a UK-listed entity focused on oil and gas opportunities in Angola. This included Sintana and Corcel entering into a head of terms providing for the Company to acquire an indirect 5% net interest in KON-16 located in the onshore Kwanza Basin in Angola. The acquisition terms provide that Sintana will also receive a future 2.5% Net Profits Interest ("NPI") on Corcel's interest in KON-16 of up to $50,000,000, after which the NPI reduces to 1.5%. The consideration for the transaction is a total of US$2.5MM payable by way of an initial $500,000 deposit and a balance of payment at completion. A definitive agreement in relation to this acquisition is expected to be entered into during Q3 2026, and completion of the transaction will follow pending satisfaction of conditions precedent, including regulatory approval, with completion expected in H2 2026.

Investment in PEL 37:

On January 21, 2026, the Company announced it had entered into a Letter of Intent securing exclusivity through April 30, 2026, in relation to a potential investment providing an indirect interest in PEL 37 offshore Namibia, adjacent to and north of PEL 82. Definitive documentation in relation to this transaction was entered into on August 20, 2026 - refer Note 18, Subsequent Events.

VMM-37 settlement:

On February 4, 2026, the Company advised it had reached agreement to resolve an arbitration with ExxonMobil in relation to the VMM-37 block in Colombia, whereby the parties had agreed to dismiss the arbitration; the Company had agreed to conditionally assign all its interests in VMM-37 to ExxonMobil; and ExxonMobil had agreed to make a total of $9 million in cash payments to the Company: an initial payment of $3 million within 60 days, and a second $6 million payment conditional on approval of the assignment by the appropriate Colombian governmental agencies. Subsequently, the arbitration has been dismissed as agreed, and the Company has received the first payment of $3 million (gross) from ExxonMobil. At June 30, 2026 directly attributable costs of $600,612 have been offset against the gross proceeds resulting in a net consideration received of $2,399,388. The parties are working collaboratively in relation to securing the requisite governmental approvals, and presently expect payment of the second installment prior to year end 2026 - the $6 million to be received as the second installment has not been recorded in the accounts as a receivable, and is instead treated as a contingent asset.

18.   Subsequent events

On August 20, 2026, the Company announced that it had entered into definitive documentation to acquire a 44% interest in Maravilla Oil and Gas (Pty) Ltd. ("Maravilla"), a privately held Namibian company. Maravilla owns an 80% controlling interest in Paragon Oil and Gas (Pty) Ltd., which holds a 100% operated interest in Petroleum Exploration Licence 37 ("PEL 37") in the Walvis Basin, offshore Namibia. The acquisition will provide the Company with an indirect 35% interest in PEL 37.

Total consideration for the acquisition is $6,500,000, comprising a $500,000 deposit paid in January 2026, $3,000,000 in cash payable at signing and closing, $500,000 of pre-funded expenses associated with ongoing technical and commercial work on PEL 37, and $2,500,000 in newly issued common shares at a price of US$0.30 per share. Completion of the acquisition remains subject to regulatory approvals and other customary closing conditions. The Company expects this transaction will complete within 2026.

 

Corporate Directory

DIRECTORS Keith Spickelmier, Non- Executive Chairman Iain McKendrick, Non-Executive Director Douglas Manner, Non- Executive Director Knowledge Katti, Non- Executive Director Robert Bose, CEO & Executive Director Eytan Uliel, President & Executive Director CO-COMPANY SECRETARIES Jonathan Gilmore, Chief Financial Officer Sean Austin, Financial Controller & Treasurer REGISTERED OFFICE 3300, 421 7th Avenue S. W. Calgary, Alberta Canada T2P 4K9 PRINCIPAL OFFICE 4WQ Office 4.01 88 Kingsway London, United Kingdom, WC2B 6AA COMPANY WEBSITE www.sintanaenergy.com LISTINGS Exchange: TSX Venture Trading Symbol: SEI Cusip Number: 82938H Exchange: AIM Trading Symbol: SEI ISIN Number: CA82938H1073 Exchange: OTCQX Trading Symbol: SEUSF Cusip Number: 82938H

AUDITORS MNP LLP 2000, 112 - 4th Avenue SW Calgary, Alberta, Canada, T2P 0H3 REGISTRAR AND TRANSFER AGENT Computershare Trust Company of Canada 320 Bay Street, 14th Floor Toronto, Ontario, Canada, M5H 4A6 UK DEPOSITORY Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol, United Kingdom, BS13 8AE NOMINATED ADVISOR Zeus Capital Limited 125 Old Broad Street London, United Kingdom, EC2N 1AR CANADIAN LEGAL COUNSEL Fogler, Rubinoff LLP Scotia Plaza 40 King Street West, Suite 2400 Toronto, Ontario, Canada, M5H 3Y2 UK LEGAL COUNSEL Pinsent Masons LLP 30 Crown Place, Earl Street London, United Kingdom, EC2A 4ES

 

 

SINTANA ENERGY INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM

CONSOLIDATED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED June 30, 2026

(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

 

Management Discussion & Analysis

Introduction

The following Interim Management's Discussion and Analysis ("MD&A") of the financial condition and results of operations of Sintana Energy Inc. (the "Company") and its subsidiary companies (collectively with the Company, "Sintana") constitutes management's review of the factors that affected the Company's financial and operating performance for the three and six months period ended June 30, 2026. This MD&A was prepared to comply with the requirements of Form 51‑102F1 - Management's Discussion & Analysis; National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities.

This MD&A should be read in conjunction with the consolidated financial statements of the Company for the three and six months ended June 30, 2026, together with the notes thereto. Results are reported in United States dollars, unless otherwise noted. The Company's consolidated financial statements and the financial information contained in this MD&A are prepared in accordance with IFRS^® Accounting Standards as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee.

For purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the "Board"), considered the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company's common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; and / or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluated materiality with reference to all relevant circumstances, including potential market sensitivity.

This MD&A contains forward-looking information that is subject to risk factors, including those set out below under the heading "Risk Factors" and in the Company's continuous disclosure filings from time to time. All amounts are reported in US dollars, unless otherwise noted. Certain information and discussion included in this MD&A constitute forward-looking information. Readers are encouraged to refer to the cautionary notes contained in the section Forward-Looking Statements at the end of the MD&A.

Date

The date of this MD&A is August 27, 2026. Information presented herein is as at that date, unless otherwise indicated.

Technical Information

Douglas Manner, non-executive director of the Company and chair of the Company's technical committee has reviewed and verified the technical content of the information contained in this MD&A.

Company Information

The Company was registered under the laws of the Province of Alberta under the Business Corporations Act Alberta (the "ABCA") on September 28, 2010 with registration number 2015615707. The Company is a body corporate continued under the ABCA and accordingly the liability of its shareholders is limited to the amount paid up or to be paid on their shares. The Company's principal activity is that of a holding company. It is the ultimate parent company of a group of companies comprising the Company and various subsidiary undertakings that holds interests in a portfolio of oil and gas assets including in Namibia, Uruguay and Angola.

The registered office of the Company is 3300, 421 7th Avenue S. W., Calgary, Alberta T2P 4K9. The corporate headquarters and principal place of business of the Company is 88 Kingsway, London, WC2B 6AA, United Kingdom. The telephone number of the Company is +44(0)7 747 845 987.

The Company's accounting reference date is December 31.

Approval

This MD&A has been approved by the Board of the Company.

Additional Information

Information about the Company and its operations can be obtained from the offices of the Company, on the Company's website (www.sintanaenergy.com), on the System for Electronic Documents Analysis and Retrieval ("SEDAR+") and is available for review under the Company's profile on the SEDAR+ website (www.sedarplus.ca) or via the Regulatory News Service of the London Stock Exchange, and is available for review under the Company's profile (SINTANA ENERGY INC. SEI Stock | London Stock Exchange).

Overall Performance

A.   Brief Description of Sintana's Business

The Company is the Canadian parent company of a group of companies focused on the acquisition, exploration, potential development, and ultimately the monetization of a diversified portfolio of interests in high-impact assets with significant hydrocarbon resource potential in emerging "frontier" geographies.

The portfolio is currently comprised of:

·      indirect interests in four large, highly prospective petroleum exploration licences ("PELs") in the Orange Basin, offshore Namibia, including an indirect carried interest in PEL 83, home of the Mopane discoveries that were made in 2023 and 2024, as well as indirect interests in PELs 79, 87 and 90;

·      an indirect interest in one PEL offshore Namibia in the Walvis Basin (PEL 82), and one PEL onshore Namibia in the Waterberg Basin (PEL 103), as well as a potential indirect interest in an additional PEL offshore Namibia in the Walvis Basin (PEL 37) (subject to completion of a transaction to acquire that interest, pursuant to a Letter of Intent which was entered into by the Company on 19 January 2026 and definitive documentation entered into on 20 August 2026);

·      direct interests in two offshore blocks in Uruguay, being AREA OFF-1 in the Punta del Este Basin and AREA OFF-3 in the Pelotas Basin;

·      an indirect interest in the KON-16 licence in the onshore Kwanza Basin in Angola (subject to completion of the transaction to acquire that interest, expected in H2 2026); and

·      legacy assets onshore in the Middle Magdalena Basin, Colombia (in the process of being monetized), and offshore The Bahamas.

The Company's common shares are traded on the TSX Venture Exchange ("TSX-V") in Canada under the symbol "SEI", on the London Stock Exchange's AIM Market ("AIM") in the United Kingdom under the symbol "SEI", and on the OTCQX in the United States under the symbol "SEUSF".

B.   Trends and Economic Conditions

The Company is focused on the acquisition, exploration, development, production and / or sales of hydrocarbons resources, in a number of locations. There have been no material changes to trends and economic conditions as compared to the description provided in the Company's MD&A for Q1 2026 (as published on May 18, 2026).

C.   Q2 2026 Portfolio Highlights & Major Developments

Assets & Operations

(i)   On April 14, 2026, the Company announced that it had engaged IJG Securities (Pty) Ltd as its sponsor and corporate advisor and initiated discussions with the Namibia Securities Exchange with a view to being admitted for trading on Namibia's national exchange. The purpose of such admission would be to provide opportunities for local Namibian investors to have economic exposure to the Company's assets in Namibia. As at the date of this MD&A, discussions are ongoing and the Company expects that this matter will be progressed during Q4 2026.

(ii)   On April 30, 2026, the Company announced its audited Annual Results for the year ended December 31, 2025.

(iii)  On May 15, 2026, the Company announced the proposal to complete a private placement ("Fundraise") pursuant to which it would issue new common shares of nil par value in the Company at a price of C$0.41 per share (approximately 22.5 pence per share) to raise minimum aggregate gross proceeds of US$11.5 million (C$15.6 million, £8.6 million). On May 28, 2026, the Company announced successful completion of the Fundraise, on the terms previously announced.

Finance

As at June 30, 2026, the Company had total assets of $67.7 million (2025: $62.1 million), including cash of $15.5 million (2025: $10.3 million).

During the three months ended June 30, 2026, the Company's net loss was $3.1 million (2025: $2.2 million). The increase in net loss was largely as a result of (i) an increase in exploration and evaluation expenditure, and (ii) an increase in general and administrative expenses, and offset to an extent by an increase in foreign exchange gains.

During the three months ended June 30, 2026:

·      on April 24, 2026, 625,000 stock options were exercised for cash proceeds of CAD$110,500,

·      on May 11, 2026, 1,800,000 stock options were exercised for cash proceeds of CAD$253,000,

·      on May 28, 2026, 1,000,000 stock options were exercised for cash proceeds of CAD$165,000,

·      on June 12, 2026, 650,000 stock options were exercised for cash proceeds of CAD$175,500, and

·      on June 30, 2026 4,200,000 RSUs vested and were converted to common shares.

Discussion of Operations

1.    Namibia

PEL 83 - Orange Basin, offshore Namibia (4.9% indirect interest)

The Company holds an indirect carried interest in PEL 83 (Blocks 2813A/2814B) which is located in the northern Orange sub-basin approximately 150 km off the south-west coast of Namibia. The Barremian Aptian source rock (Kudu shale) is mature and believed to be within the oil mature window across PEL 83.

In November of 2023, Galp Energia spudded the Mopane-1X exploration well targeting two AVO anomalies (AVO-1 and AVO-2) and in January 2024 announced discoveries in both AVO anomalies of significant columns of light oil in reservoirs of high-quality sands. Given these results Galp Energia proceeded with drilling of a second well, Mopane-2X, and in March 2024 reported several discoveries at the Mopane-2X location, with each of the AVO-1 appraisal target, AVO-3 exploration target and a deeper target fully cored and logged. Notably, the AVO-1 appraisal target at the Mopane-2X location found the same pressure regime as in the Mopane‑1X discovery well located approximately eight kilometers to the east, thus confirming its lateral extension.

In April 2024, Galp Energia successfully completed drill stem testing operations at the Mopane-1X well and reported that the reservoirs' log measures contain good porosities, high pressures and high permeabilities in large hydrocarbon columns. Fluid samples presented very low oil viscosity and contained minimum CO and no H2S concentrations.

Late in 2024, the Mopane-1A well, an AVO-1 appraisal well, was drilled, cored and logged, with the well encountering light oil and gas-condensate. This was followed by the Mopane-2A well, which successfully appraised and extended the AVO-3 reservoir and the AVO-4 discovery, a column of light oil in a deeper reservoir. Galp Energia subsequently completed drilling the Mopane-3X exploration well to the south-east and announced light oil discoveries in two stacked prospects, AVO-10 and AVO-13, plus a deeper target.

Galp Energia has indicated potential resources of approximately 10 billion barrels and has provided an initial 3C contingent resource estimate of around 875 million barrels (gross). Initial well flow rates (infrastructure constrained) were reported at approximately 14,000 barrels of oil per day.

On December 9, 2025, TotalEnergies announced that it had entered into an agreement with Galp Energia to acquire a 40% operated interest in PEL 83. Under the terms of the agreement, TotalEnergies will become operator of PEL 83 and will carry 50% of Galp Energia's costs for exploration, appraisal and initial development. Completion of the transaction is subject to customary approvals from Namibian authorities and joint venture partners, with closing expected in 2026.

In February 2026, as part of its 2025 annual results presentation, TotalEnergies indicated in relation to PEL 83 that (i) the Mopane project FID target was 2028, with a first oil target in 2032; (ii) a development concept based around FPSO and 200,000 boepd production was contemplated; and (iii) considerable upside exploration potential of up to a further 1.5 bn barrels had been identified both within an expansion of the Mopane project and in the broader PEL 83 block.

On March 23, 2026, Galp Energia released its Integrated Management Report 2025, in which it detailed a significant upgrade to 3C contingent resources at the Mopane discovery on PEL 83, offshore Namibia. The previously reported 3C contingent resource of approximately 875 mmboe (gross) has been upgraded to approximately 1.38 bnboe (gross), the increase reflective of the success of the exploration drilling campaign at Mopane. This upgrade represents a 57% increase to the Mopane resource base.

On July 23, 2026, during its second quarter conference call, TotalEnergies confirmed it had received official approval from Namibia's Ministry of Energy to complete its farm-in to PEL 83, taking up operatorship and a 40% interest. TotalEnergies' CEO indicated an expectation that completion of the farm-in, as well an announcement of a final investment decision on the phase one development of the Venus discoveries on an adjacent block, was expected to occur within a short period of time. Completion of the PEL 83 farm‑in, including the operatorship transfer to TotalEnergies, sets the stage for a three well exploration and appraisal drilling campaign on the Mopane complex through 2027, targeting a final investment decision the following year.

PEL 79 - Orange Basin, offshore Namibia (16.17% indirect interest)

The Company holds an indirect and carried interest in PEL 79 (Blocks 2815/2915) which is located in the northern Orange sub-basin off the south-west coast of Namibia.

Adjacent to the west is PPL 3, home to the Kudu Gas Field, discovered by the drilling of the Kudu-1 well in 1974 and delineated by seven subsequent wells. During 2023, BW Energy acquired 4,600 km² of 3D seismic across all of PPL 3 aimed at further developing the oil prospectivity on the block. BW Energy is currently drilling the Kharas-1 exploration/appraisal well on PPL 3, with expected completion in early Q1 2026.

The Barremian Aptian source rock (Kudu shale) is mature and believed to be within the oil mature window across PEL 79. The initial interpretation of the block led to the identification of three potential targets. Additionally, as PEL 79 is adjacent to the Kudu Field there is also potential for the extension of the Kudu trend in this block. The 2815/15-1 well, drilled by a subsidiary of Chevron in 1996 had gas shows. It also validated the succession of shale intercalated with thin fluvial deltaic sandstones.

The Company's interest in PEL 79 was secured in June 2024 as a result of the Giraffe acquisition. NAMCOR is operator of the block and holds a 67% interest. As part of the Giraffe acquisition, Sintana retains an option to increase its ownership up to 67% of Giraffe at any time over the five years following completion of the Giraffe acquisition, with the cost of exercising that option being US$1 million.

It was announced in July 2025 that NAMCOR had secured a one-year extension to the licences associated with PEL 79. Discussions remain ongoing to determine future operational and strategic efforts to be undertaken.

PEL 87 - Orange Basin, offshore Namibia (7.35% indirect interest)

The Company holds an indirect and carried interest in PEL 87 (Block 2713) offshore Namibia, and to the northwest of the Kudu Gas Field.

The seismic data covers more than 1,400 km² of 3D and regional grid of 2D seismic ties to other blocks and key wells. The Moosehead-1 well, drilled by HRT in 2013, encountered a thick Barremian carbonate source rock section and thick shale seal section, but lacked maturity and porosity at the well location. PEL 87 contains the Saturn turbidite complex that spans more than 2,400 km² and has significant oil potential. The Aptian/Albian age fan rests directly on top of source rocks and contains several sands within the 280m gross section.

In March 2023, Woodside entered into an option agreement to acquire a 56% participating interest in PEL 87, in consideration for which it agreed to fund the full costs of a 3D seismic acquisition campaign. A 6,593 km² 3D seismic acquisition programme over and around PEL 87 was completed in May 2023 at a cost of US$40 million, the cost of which was fully borne by Woodside. In March 2025 Woodside decided not to exercise its option, and as a result, Pancontinental, the operator of the block, is currently engaged in a process to secure an alternate partner for PEL 87 with equivalent carry rights for the Company.

On March 18, 2026, Pancontinental, the joint venture partner and operator of PEL 87, advised that it had received notification from the Namibian Ministry of Industry, Mines and Energy (MIME) that the Minister had granted approval to Pancontinental's application to extend the current First Renewal Exploration Period of PEL 87 by 12 months, to January 22, 2027. The extension has been granted with the following work commitments to be carried out on PEL 87 during the extension period: (i) undertaking of an Environmental Impact Assessment ("EIA"), (ii) reprocessing of 3D seismic data and seismic interpretation, and (iii) drilling of an exploration well. Currently the EIA is well progressed, having commenced in 2025, with the seismic reprocessing work programme focusing on a subset of PEL 87 3D. The main purpose of the seismic work will improve seismic signal quality in specific areas.

PEL 90 - Orange Basin, offshore Namibia (4.9% indirect interest)

The Company holds an indirect interest in PEL 90 (Block 2813B) offshore southern Namibia, in the northern Orange Basin, in water depths between 2,300m and 3,300m.

In October 2022, Chevron acquired an 80% operated working interest in PEL 90 in exchange for a full-carry on initial exploration activities including a 6,600 km² 3D seismic programme and an initial exploration well.

In January 2024, Chevron drilled the Kapana-1X exploration well on PEL 90. It did not encounter commercial hydrocarbons, but operations did return valuable information on important aspects of the basin and increased confidence in future operations on PEL 90. The Company was fully carried for all costs associated with that well. In December 2024 Qatar Energy entered into PEL 90 through the acquisition of a 27.5% participating interest.

Chevron has filed environmental applications which would enable the drilling of up to five exploration wells and five appraisal wells. Additionally, Chevron has announced its intention to proceed with planning and drilling operations associated with the Nabba-1X well expected to be drilled in Q4 2026. The Company's indirect interest is not carried for any additional exploration activity that may occur on PEL 90 but retains carry through all appraisal operations. Initial estimates are that the Company's share of the cost of any future exploration well on PEL 90 would be in the range of $6 to $7 million.

It is worth noting that in early 2022, TotalEnergies announced a light oil discovery at Venus-1, with the well encountering 84 metres of net oil pay in good quality Lower Cretaceous reservoir. The Venus appraisal programme was followed by the drilling of the Mangetti-1X well in early 2024 which is located less than 30 km from the southern boundary of PEL 90.

PEL 82 - Walvis Basin, offshore Namibia (4.9% indirect interest)

The Company holds an indirect and limited carried interest in PEL 82 (Blocks 2112B/2212A) offshore Namibia in the Walvis Basin. Two historic wells were drilled on the block: the Wingat-1 well drilled by a subsidiary of HRT in 2013, which recovered oil, and the Murombe-1 well, drilled by HRT in 2013, which intersected a mature oil-prone source in the Aptian sequence.

In April 2024, Chevron acquired an 80% operated working interest in PEL 82. A 3,440 km² 3D seismic survey in PEL 82 resulted in the delineation of a number of significant prospects consisting of Lower Cretaceous submarine fans that are stratigraphically trapped.

Chevron is currently evaluating the prospect inventory and is considering an exploration drilling programme potentially in 2027. The Company's indirect interest is fully carried for the cost of this programme.

PEL 37 - Walvis Basin, offshore Namibia (potential indirect interest)

On January 21, 2026, the Company announced that it had entered into a Letter of Intent ("LOI") securing a period of exclusivity in relation to a potential investment that would provide an indirect interest in PEL 37 in the Walvis Basin, offshore Namibia. PEL 37 is immediately adjacent to and north of PEL 82. On August 20, 2026, the Company announced that it had entered into definitive documentation to acquire a 44% interest in Maravilla Oil and Gas (Pty) Ltd. ("Maravilla"), a privately held Namibian company. Maravilla owns an 80% controlling interest in Paragon Oil and Gas (Pty) Ltd., which holds a 100% operated interest in Petroleum Exploration Licence 37 ("PEL 37") in the Walvis Basin, offshore Namibia. The acquisition will provide the Company with an indirect 35% interest in PEL 37. Total consideration for the acquisition is $6,500,000, comprising a $500,000 deposit paid in January 2026, $3,000,000 in cash payable at signing and closing, $500,000 of pre-funded expenses associated with ongoing technical and commercial work on PEL 37, and $2,500,000 in newly issued common shares at a price of US$0.30 per share. Completion of the acquisition remains subject to regulatory approvals and other customary closing conditions. The Company expects the transaction to be completed within 2026.

PEL 103 - Waterberg Basin, onshore Namibia (13.23% indirect interest)

The Company holds an indirect interest in PEL 103 (Block 1918B) which is located onshore in the North-East of Namibia, in the Waterberg Basin. Thick Permian Karoo Supergroup sediments are present in the Waterberg Basin, which provide a favourable setting for hydrocarbon exploration. Waterberg Basin geology is characterized by coal and shales, with 19 million tons of coal reserves indicated within the vicinity of PEL 103. Permian source rocks are expected as well as several reservoir intervals from Permian to Triassic. A small portion of the Basin has been drilled to date and more untested sub-basins are likely to exist.

The Waterberg Basin is adjacent to the Kavango Basin, where Recon Africa holds acreage. Recon Africa's first Stratigraphic Test well on its acreage resulted in a discovery, confirming an active petroleum system with porous and permeable sediments containing marine hydrocarbons. PEL 103 is located ~55 km to the south-west of Recon Africa's acreage and based on the results of Recon Africa's well it is believed that the Permian sediments on PEL 103 could hold similar hydrocarbons.

As reported in December 2025, Recon Africa's Kavango West 1X well in Namibia encountered approximately 400 metres of hydrocarbon-bearing Otavi carbonate section, including 64 metres of confirmed net pay.

2.    Uruguay

AREA OFF-1 (40% working interest)

AREA OFF-1 is a large block covering approximately 14,557 km² located approximately 100 to 150 km offshore Uruguay in relatively shallow water depth (50 to 1,000 metres). Challenger Energy Group Plc ("Challenger"), now a subsidiary of the Company following Sintana's acquisition, was the first company to bid in the new Uruguay Open Round in May 2020, and in June 2020 was awarded AREA OFF-1, with the initial four-year exploration period commencing on August 25, 2022.

In late 2022, in view of growing industry interest in Uruguay's offshore, Challenger decided to accelerate and expand the work required to be completed on AREA OFF-1 during the first four-year exploration period. In doing so, three material prospects with significant resource potential have been identified and delineated.

In March 2024, Challenger entered into a farmout agreement with a subsidiary of Chevron for the AREA OFF-1 block. That transaction completed on October 29, 2024. Under the terms of the farmout agreement, in addition to payment of US$12.5 million in cash, Chevron assumed a 60% operated interest in the block, in exchange for a full carry on a 3D seismic acquisition (up to a total gross programme value of $37.5 million) and a partial carry on any subsequent exploration well (up to a total gross well cost of $100 million).

On December 8, 2025, the Uruguayan Ministry of Environment issued the necessary environmental permits for seismic acquisition in Uruguayan territorial waters.

On March 3, 2026, the planned 3D seismic acquisition campaign on AREA OFF-1, offshore Uruguay, commenced. The survey is being carried out by the contractor Viridien, using the BGP Prospector vessel, and will cover a total of approximately 4,300 km². Acquisition fieldwork will take place over two seasons: February-April 2026 and November 2026-April 2027. As at the end of the first season on April 30, 2026, approximately 1,500 km² of the planned acquisition had been completed, and which included most of the seismic data relevant to the key prospects on AREA OFF-1. Fast-track results from seismic data acquired in the first season are expected in Q4 2026, with full PSDM results from the first season expected in Q2 2027.

AREA OFF-3 (100% working interest)

AREA OFF-3 is a large block covering an area of 13,252 km² located approximately 75 km to 150 km offshore Uruguay in relatively shallow water depths (25 to 1,000 metres). The Company holds a 100% working interest in and is the operator of the block, which was awarded in March 2024. The initial four-year exploration period commenced on June 7, 2024.

The licence for AREA OFF-3 provides for a modest work commitment in the initial four-year exploration period, with no drilling obligation. Similar to AREA OFF-1, the Company's plan during the initial four-year exploration period has been to accelerate and expand the technical work programme, and thus far reprocessing, interpretation and mapping 1,250 km² of 3D seismic data has been completed, supplemented by a number of ancillary technical workstreams (and substantially discharging all minimum work obligations in the initial four-year exploration period). The technical work completed to-date has identified and delineated two primary prospects with material resource potential.

In July 2025, a farmout process was initiated for the AREA OFF-3 block, with multiple parties undertaking technical and commercial due diligence on the asset. As at the date of this MD&A, the farm-out process is ongoing.

3.    Angola

KON-16 - Kwanza Basin, Angola (5% potential indirect interest)

The Company entered into a heads of terms process with Corcel on May 13, 2025 to acquire an indirect 5% participation interest in the KON-16 licence, which is located in the central coast of Angola, in the Kwanza Basin. A definitive agreement in relation to this acquisition is expected to be entered into during Q3 2026, and completion of the transaction will follow pending satisfaction of conditions precedent, including regulatory approval, with completion expected in Q4 2026. See further "Proposed Transactions", below.

On February 26, 2026 Corcel announced that acquisition of 326-line km of high resolution 2D seismic data acquired over the KON-16 block had been completed, with initial internal review of the raw field data showing excellent data quality and providing clear imaging of key pre-salt. Seismic processing will follow with results expected throughout the remaining course of 2026 to support prospect maturation and drilling preparation.

4.    Legacy Assets

Colombia

The VMM-37 block (175 km²) is located in the Middle Magdalena Basin, which is the oldest producing basin in Colombia. In November 2012, the Company had entered into a farmout agreement with an affiliate of Exxon Mobil Corporation that provided initially for a conveyance to Exxon of a 70% operated working interest in the unconventional horizons associated with VMM-37 in exchange for, among other things, an upfront cash payment and a commitment to fund 100% of certain exploration and appraisal activities including the drilling of exploration wells. The Company retained a 100% participation interest in the conventional resources overlying the top of the unconventional interval.

On April 18, 2023, the Company announced that Exxon had provided notice that it had determined to withdraw from VMM-37 as of 31 May 2023. An arbitration claim in respect of this matter was subsequently filed by the Company in July 2023.

On February 4, 2026, the Company advised it had reached agreement to resolve the arbitration against ExxonMobil in relation to the VMM-37 block in Colombia, whereby the parties had agreed to dismiss the arbitration. The Company had agreed to conditionally assign all its interests in VMM-37 to ExxonMobil, and ExxonMobil had agreed to make a $9 million cash payment to the Company: an initial payment of $3 million within 60 days, and a second $6 million conditioned on approval of the assignment by the appropriate Colombian governmental agencies. Subsequently, the arbitration has been dismissed as agreed, and the Company has received the first payment of $3 million from ExxonMobil. The parties are working collaboratively in relation to securing the requisite governmental approvals, and presently expect payment of the second instalment prior to year end 2026. Assuming the settlement is completed and full payment is received as agreed, the Company will have no further operations or assets in Colombia and no future plans in this regard at the present time.

The Bahamas

A subsidiary company of Challenger entered into Licence Agreements with The Government of the Commonwealth of the Bahamas on April 26, 2007, for each of the Bain, Cooper, Donaldson and Aneas licence areas, offshore The Bahamas.

Extensive technical work was undertaken on the licence areas between 2008 and 2020 (including 3D seismic acquisition in 2012) and in late 2020 The Perseverance-1 well was drilled in the licence areas. In March 2021, consistent with the terms of the licences, application was made to the Government of The Bahamas to renew the licences for a third exploration period. However, the Government of The Bahamas has not yet responded to this application and, given the length of time that has passed since the application was made, the Company is presently exploring alternative means of monetizing the value of its historic investment in The Bahamas, including considering legal remedies available against the Government of The Bahamas. As such, the licence interests are considered to be legacy assets and Sintana has no active operations in The Bahamas.

Summary of Select Quarterly Information

The following table provides a summary of the Company's financial statements, for each of the eight most recently completed quarters:

	Profit or (Loss)
			Basic and
			Diluted Income
	Total		(Loss) Per	Total
	Revenues	Total	Share(9)	Assets
Quarter Ending	($)	($)	($)	($)
2026-June 30	Nil	(3,089,105)(1)	(0.01)	67,680,751
2026-March 31	Nil	(1,127,620)(2)	(0.00)	60,456,683
2025-December 31	Nil	(3,207,265)(3)	(0.01)	62,124,845
2025-September 30	Nil	(2,561,374)(4)	(0.01)	20,488,044
2025-June 30	Nil	(2,161,877)(5)	(0.01)	21,430,996
2025-March 31	Nil	(2,293,379)(6)	(0.01)	21,074,912
2024-December 31	Nil	(2,213,993)(7)	(0.01)	21,914,585
2024-September 30	Nil	(1,375,213)(8)	(0.00)	24,575,680

Notes:

(1)   Net loss of $3,089,105 consisted primarily of: exploration and evaluation expenditures of $384,653 and general and administrative expenses of $3,728,809 which were offset by a foreign exchange gain of $950,970, a joint venture gain of $17,320 and interest income of $56,067.

(2)   Net loss of $1,127,620 consisted primarily of: exploration and evaluation expenditures of $233,273, general and administrative expenses of $2,931,888, foreign exchange loss of $409,265 and a joint venture loss of $13,520 which were offset by the net proceeds from the Colombian settlement of $2,399,388 and interest income of $60,938.

(3)   Net loss of $3,207,265 consisted primarily of: exploration and evaluation expenditures of $65,011, general and administrative expenses of $3,147,068 and income tax expense of $58,888, which were offset by a joint venture gain of $4,864, foreign exchange gain of $2,581 and interest income of $56,257.

(4)   Net loss of $2,561,374 consisted primarily of: exploration and evaluation expenditures of $27,371, general and administrative expenses of $2,753,975 and joint venture loss of $19,637 which was offset by a foreign exchange gain of $152,742 and interest income of $86,865.

(5)   Net loss of $2,161,878 consisted primarily of: exploration and evaluation expenditures of $5,098, general and administrative expenses of $2,088,447, joint venture loss of $8,865 and foreign exchange loss of $149,547 which was offset by interest income of $90,079.

(6)   Net loss of $2,293,379 consisted primarily of: exploration and evaluation expenditures of $9,000, general and administrative expenses of $2,268,646 joint venture loss of $7,723 and foreign exchange loss of $110,475 which was offset by interest income of $102,465.

(7)   Net loss of $2,213,993 consisted primarily of: exploration and evaluation expenditures of $21,797, general and administrative expenses of $3,190,370, joint venture loss of $54,041 and income tax expense of $193,165, which was offset by Interest Income of $140,939 and foreign exchange gain of $1,104,762.

(8)   Net loss of $1,375,213 consisted primarily of: exploration and evaluation expenditures of $8,200, general and administrative expenses of $1,251,197, foreign exchange loss of $280,968, joint venture loss of $21,330, which was offset by Interest Income of $174,800 and gain on accounts payable of $11,682.

(9)   Per share amounts are rounded to the nearest cent, therefore aggregating quarterly amounts may not reconcile to year-to-date per share amounts.

Variances in the Company's quarterly net income or loss are largely attributable to variances in the magnitude and timing of the Company's exploration and evaluation expenditures and recoveries, transactions costs, share-based payments, professional fees and other general and administration costs, foreign exchange gain / loss, gain or loss on asset sales, interest and other income and loss on debt extinguishment.

Results of Operations

Three months ended June 30, 2026 compared with three months ended June 30, 2025

Sintana's net loss totaled $3,089,105 for the three months ended June 30, 2026, with basic and diluted loss per share of $0.01. This compares with a net loss of $2,161,877 for the three months ended June 30, 2025, with basic and diluted loss per share of $0.01. The increase of $927,228 in net loss was principally due to:

·      Exploration and evaluation expenditures increasing by $379,556 (7447%) to $384,653 for the three months ended June 30, 2026 (as compared to the three months ended June 30, 2025 - $5,097) - primarily attributable to exploration expenses in Uruguay, where the Company is a direct participant in its licences, and thus exploration and evaluation expenditure is recorded as a direct expense, and

·      General and administrative expenses increasing by $1,640,362 (79%) to $3,728,809 for the three months ended June 30, 2026 (as compared to the three months ended June 30, 2025 - $2,088,447). The principal driver of the increase was a higher salaries and benefits cost and higher professional fees and reporting issuer costs with these increases largely driven by the acquisition of Challenger in December 2025, which resulted in an increased overall headcount and general and administration cost base. The increase also reflected higher Uruguay administration costs recharged to Sintana in connection with the ongoing seismic programme being carried out by Chevron on the OFF-1 licence. These increases were offset partially by reductions in certain other expenses such as investor relations and travel expenses as the Company has sought to realize cost savings and synergies post the Challenger acquisition.

·      A foreign exchange gain of $950,970 for the three months ended June 30, 2026 compared to a loss of $149,546 in the three months ended June 30, 2025, which was primarily attributable to US dollar and Canadian dollar exchange rate fluctuations.

·      A joint venture gain of $17,320 for the three months ended June 30, 2026 compared to a loss of $8,865 for the three months ended June 30, 2025. This is due to the Company's share of the Inter Oil results in each respective period. Of the total general and administrative expense, $1,254,053 (or 34%) was in respect of share based payments ($1,314,298 in the comparable period in 2025) - that is, a non-cash item, the value of which an accounting expense with no associated cash outflow.

Further details are as follows:

·      The Company incurred a decrease in share-based compensation of $60,245 for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease was the result of a reduction in vesting over time of options and RSUs.

·      The Company incurred an increase in salaries and benefits of $1,179,801 for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This increase is driven principally by (i) the acquisition of Challenger in December 2025, which has resulted in an increased overall headcount across the Company compared to the three months ended June 30, 2025, and (ii) the payment of certain discretionary amounts (both contractual entitlements and performance-based payments) pertaining to the 2025 period that were not paid in 2025 or in Q1 2026, pending successful completion of a fundraising - as a result of the successful completion of a fundraising in Q2 2026 (refer to section C Q2 2026 Portfolio Highlights & Major Developments), these amounts were paid in Q2, 2026.

·      The Company incurred an increase in professional fees of $241,541 for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase can be attributed to higher legal, audit and accounting fees during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

·      The Company realized a decrease in investor relations expenses of $101,984 for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease can be attributed to achievement of synergies and resultant reduction in investor communication and outreach costs.

·      The Company realized a decrease in travel expenses of $19,240 for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease can be attributed to synergies and a resultant reduction in travel activity by key executives and management during the period.

·      The Company incurred an increase in reporting issuer costs of $64,401 for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase can be attributed to higher share registrar costs incurred during the period following the acquisition of Challenger in December 2025, including one-off set-up costs associated with the Company's dual listing on AIM.

·      The Company incurred an increase in administrative and general costs of $336,893 for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase can be attributed to higher general and administrative costs associated with the enlarged group following the acquisition of Challenger in December 2025, including certain one-off integration costs incurred in the aftermath of the acquisition. The increase also reflected higher Uruguay administration costs recharged to Sintana in connection with the ongoing seismic programme being carried out by Chevron on the OFF-1 licence.

Six months ended June 30, 2026 compared with six months ended June 30, 2025

Sintana's net loss totaled $4,216,725 for the six months ended June 30, 2026, with basic and diluted loss per share of $0.01. This compares with a net loss of $4,455,256 for the six months ended June 30, 2025, with basic and diluted loss per share of $0.01. On a six month basis, therefore, the performance for the first six months of 2026 was largely comparable to, and consistent with that of the first six months of 2025, but with a number of notable variances:

·      The net proceeds from the Colombian settlement, resulting in the assignment of the VMM-37 exploration licence to ExxonMobil with net consideration totaling $2,399,388 which was recorded in Q1 2026.

·      Exploration and evaluation expenditures increased by $603,829 (4283%) to $617,926 for the six months ended June 30, 2026 (as compared to the six months ended June 30, 2025 $14,097) - primarily attributable to exploration expenses in Uruguay, where the Company is a direct participant in its licences, and thus exploration and evaluation expenditure is recorded as a direct expense.

·      General and administrative expenses increased by $2,303,604 (53%) to $6,660,697 for the six months ended June 30, 2026 (as compared to the six months ended June 30, 2025 - $4,357,093). The principal driver of the increase was a higher salaries and benefits cost and higher professional fees and reporting issuer costs, these increases were largely driven by the acquisition of Challenger in December 2025, which resulted in an increased overall headcount and general and administration cost base. The increase also reflected higher Uruguay administration costs recharged to Sintana in connection with the ongoing seismic programme being carried out by Chevron on the OFF-1 licence. These increases were offset partially by reductions in certain other expenses such as investor relations and travel expenses as the Company has sought to realize cost savings and synergies post the Challenger acquisition, and foreign exchange gains.

·      Of the total general and administrative expense, $2,519,944 (or 38%) was in respect of share based payments ($2,893,993 in the comparable period in 2025) - that is, a non-cash item, the value of which is an accounting expense with no associated cash outflow.

·      The Company recorded a foreign exchange gain of $541,705 for the six months ended June 30, 2026 compared to a loss of $260,021 in the six months ended June 30, 2025, which was primarily attributable to US dollar and Canadian dollar exchange rate fluctuations.

·      The Company recorded a joint venture gain of $3,800 for the six months ended June 30, 2026 compared to a loss of $16,588 for the six months ended June 30, 2025. This is due to the Company's share of the Inter Oil gains and losses in each respective period.

Further details are as follows:

·      The Company incurred a decrease in share-based compensation of $374,049 for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease was the result of a reduction in vesting over time of options and RSUs.

·      The Company incurred an increase in salaries and benefits of $1,447,367 for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. This increase is driven principally by (i) the acquisition of Challenger in December 2025, which has resulted in an increased overall headcount across the Company compared to the six months ended June 30, 2025, and (ii) the payment of certain discretionary amounts (both contractual entitlements and performance-based payments) pertaining to the 2026 period that were not paid in 2025 or in Q1 2026, pending successful completion of a fundraising - as a result of the successful completion of a fundraising in Q2 2026 (refer to section C Q2 2026 Portfolio Highlights & Major Developments), these amounts were paid in Q2, 2026.

·      The Company incurred an increase in professional fees of $342,860 for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase can be attributed to higher legal, audit and accounting fees during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

·      The Company incurred an increase in investor relations expenses of $9,462 for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase is not considered material.

·      The Company incurred an increase in travel expenses of $100,070 for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase can be attributed to higher travel activity by key executives and management during the period following the acquisition of Challenger in December 2025, including travel to key Company assets in Q1 2026.

·      The Company incurred an increase in reporting issuer costs of $255,244 for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase can be attributed to higher share registrar costs incurred during the period following the acquisition of Challenger in December 2025, including one-off set-up costs associated with the Company's dual listing on AIM.

·      The Company incurred an increase in administrative and general costs of $522,324 for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase can be attributed to higher general and administrative costs associated with the enlarged group following the acquisition of Challenger in December 2025, including costs related to operating offices in the UK and certain one-off integration costs incurred in the aftermath of the acquisition. The increase also reflected higher Uruguay administration costs recharged to Sintana in connection with the ongoing seismic programme being carried out by Chevron on the OFF-1 licence.

Liquidity

The Company derives no income from operations. Accordingly, the activities of the Company have been financed by cash raised through private placements of securities, convertible debentures, exercise of stock options and warrants, interest income and sales of non-core assets. As the Company does not expect to generate positive cash flows from operations in the near future, it will continue to rely primarily on additional financings to raise additional capital, in due course and if needed. The Company has no debt.

At the date of this MD&A, the Company estimates that it has or will have cash resources (including cash balances and cash expected to be received in due course during the next 12 months pursuant to firm contractual obligations) adequate to carry on business activities for the next 12 months, based on the Company's current property interests and currently committed expenditures during such period. Following such 12-month period, unless the Company commences producing hydrocarbons in sufficient quantities to meet the Company's ongoing need for additional working capital, the Company might need to secure additional financing.

The most significant variables for cash movements are expected to be:

(i)   the size, timing and results of the Company's requirements to fund participation in drilling and exploration activities on various portfolio assets where those obligations are not the subject of carries,

(ii)   the Company's overhead and G&A cash costs, which as noted above is approximately US$4 million per annum on a normalized basis, and

(iii)  the Company's ability to continue to access additional capital to fund its ongoing activities in Namibia, Uruguay and Angola.

Although the Company has been successful in raising funds to date, there is no assurance that future equity capital and / or debt capital will be available to the Company in the amounts or at the times required or on terms that are acceptable to the Company, if at all. See "Risk Factors" below.

Capital Resources

The Company monitors its capital structure and makes adjustments, as deemed appropriate, in an effort to meet its commitments and objectives. The Company can manage its capital structure by issuing additional shares and debt, purchasing outstanding shares, reducing participation interests, adjusting capital spending and operating costs, and / or disposing of assets. The cash forecasts and capital structure are reviewed by management and the Board on an ongoing basis. There were no changes to how the Directors and management monitor, sources and uses of capital during the three and six months' period ending June 30, 2026.

The Company considers its financial capital to be shareholders' equity, which comprises share capital, warrants, contributed surplus (which includes stock options and RSUs) and deficit, which at June 30, 2026 totaled $62,104,259 (December 31, 2025 - $54,134,233).

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than Policy 2.5 of the TSX-V which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months. As of June 30, 2026, the Company was compliant with Policy 2.5.

In connection with the acquisition of Challenger, the Company entered into a loan agreement with Charlestown Energy Partners, LLC ("Charlestown"), a shareholder of the Company and a related party, pursuant to which Charlestown agreed to provide the Company with a working capital facility of up to US$4 million (the "Facility") from the closing date of the acquisition. The Facility may be terminated by the Company at any time upon providing not less than 20 business days prior written notice to Charlestown. As at the date of this MD&A, the Company has not drawn down on the Facility.

Details of the Company's common shares, options and RSUs is set out under "Disclosure of Share Capital", below.

Off-Balance Sheet Arrangements

As of the date of this MD&A, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its results of operations or financial condition, including, and without limitation, such consolidations as liquidity, capital expenditures and capital resources that would be considered material to investors.

Directors and Key Management Compensation, Share Based Payments, and Transactions Between Related Parties

Cash remuneration of directors and key management personnel of the Company during the 3-month period ended June 30, 2026 (and as compared to the 3-month period ended June 30, 2025) was as follows:

	Three months ended			Three months ended
	June 30, 2026			June 30, 2025
	Fixed			Fixed
	Salaries/			Salaries/
	Directors'	Discretionary		Directors'	Discretionary
Salaries and Benefits(1)	Fees(1)	remuneration	Total	fees	remuneration	Total
Keith Spickelmier - Director /
Executive Chairman	33,969	-	33,969	28,750	-	28,750
Robert Bose - Director /
Chief Executive Officer	123,780	440,000(4)	563,780	75,000	-	75,000
Douglas Manner - Director / President	21,151	-	21,151	27,500	-	27,500
Sean Austin - Vice President, Controller,
Secretary & Treasurer	43,750	50,000(4)	93,750	43,750	-	43,750
Knowledge Katti - Director	64,093	-	64,093	34,815	-	34,815
David Cherry - Chief Operating Officer(2)	-	-	-	27,500	-	27,500
Bruno Maruzzo - Director(2)	-	-	-	7,958	-	7,958
Dean Gendron - Director(2)	-	-	-	7,958	-	7,958
Eytan Uliel - Director / President(3)	114,883	270,000(4)	384,883	-	-	-
Iain McKendrick - Director(3)	24,147	-	24,147	-	-	-
Jonathan Gilmore - Chief Financial Officer(3)	52,601	100,000(4)	152,601	-	-	-
Total	478,374	860,000	1,338,374	253,231		253,231

Notes:

(1)   Salaries and benefits include director fees. These amounts exclude balances for deferred compensation due to directors and key management personnel of $604,939 are included in deferred compensation as at June 30, 2025 (December 31, 2025 - $604,939).

(2)   To December 16, 2025, ceased office / employment with the Company effective on completion of the Challenger acquisition.

(3)   From December 16, 2025, commenced office / employment with the Company effective on completion of the Challenger acquisition.

(4)   Certain one-off discretionary payments (both contractual entitlements and performance-based payments) pertaining to the 2025 period were not paid in 2025 or Q1 2026, pending successful completion of a fundraising - as a result of the successful completion of a fundraising in Q2 2026 (refer to section C Q2 2026 Portfolio Highlights & Major Developments), these amounts were paid in Q2, 2026. It is noted that Robert Bose and Eytan Uliel participated in the fundraising during Q2 2026 in the amount of $250,000 each, thus effectively reinvesting the entirety of the post-tax value of these receipts into the fundraising.

Cash remuneration of directors and key management personnel of the Company during the 6-month period ended June 30, 2026 (and as compared to the 6-month period ended June 30, 2025) was as follows:

	Six months ended			Six months ended
	June 30, 2026			June 30, 2025
	Fixed			Fixed
	Salaries/			Salaries/
	Directors'	Discretionary		Directors'	Discretionary
Salaries and Benefits(1)	Fees(1)	remuneration	Total	fees	remuneration	Total
Keith Spickelmier - Director /
Executive Chairman	67,611	-	67,611	57,500	-	57,500
Robert Bose - Director /
Chief Executive Officer	248,780	440,000(4)	688,780	150,000	-	150,000
Douglas Manner - Director / President	42,098	-	42,098	55,000	-	55,000
Sean Austin - Vice President, Controller,
Secretary & Treasurer	87,500	50,000(4)	137,500	87,500	-	87,500
Knowledge Katti - Director	127,568	-	127,568	69,710	-	69,710
David Cherry - Chief Operating Officer(2)	-	-	-	55,000	-	55,000
Bruno Maruzzo - Director(2)	-	-	-	15,934	-	15,934
Dean Gendron - Director(2)	-	-	-	15,934	-	15,934
Eytan Uliel - Director / President(3)	229,704	270,000(4)	499,704	-	-	-
Iain McKendrick - Director(3)	48,407	-	48,407	-	-	-
Jonathan Gilmore - Chief Financial Officer(3)	105,500	100,000(4)	205,500	-	-	-
Total	957,168	860,000	1,817,168	506,578		506,578

Notes:

(1)   Salaries and benefits include director fees. These amounts exclude balances for deferred compensation due to directors and key management personnel of $604,939 which are included in deferred compensation as at June 30, 2025 (December 31, 2025 - $604,939).

(2)   To December 16, 2025, ceased office / employment with the Company effective on completion of the Challenger acquisition.

(3)   From December 16, 2025, commenced office / employment with the Company effective on completion of the Challenger acquisition.

(4)   Certain one-off discretionary remuneration amounts (both contractual entitlements and performance-based payments) pertaining to the 2025 period were not paid in 2025 or Q1 2026, pending successful completion of a fundraising (refer to section C Q2 2026 Portfolio Highlights & Major Developments) - as a result of the successful completion of a fundraising in Q2 2026, these amounts were paid in Q2, 2026. It is noted that Robert Bose and Eytan Uliel participated in the fundraising during Q2 2026 in the amount of $250,000 each, thus effectively reinvesting their entirety of the post-tax value of these receipts into the fundraising.

No options and RSUs were awarded during the 3-month period ending June 30, 2026:

	Three months ended		Three months ended
	June 30, 2026		June 30, 2025
Share-based awards (Stock options and RSUs)	Options	RSUs	Options	RSUs
Keith Spickelmier - Director / Executive Chairman	-	-	-	600,000
Robert Bose - Director / Chief Executive Officer	-	-	-	600,000
Douglas Manner - Director / President	-	-	-	600,000
Sean Austin - Vice President, Controller, Secretary & Treasurer	-	-	-	600,000
Knowledge Katti, Director	-	-	-	600,000
David Cherry - Chief Operating Officer(2)	-	-	-	600,000
Bruno Maruzzo - Director(2)	-	-	-	300,000
Dean Gendron - Director(2)	-	-	-	300,000
Carmelo Marrelli, Chief Financial Officer(2)	-	-	100,000	-
Eytan Uliel - Director / President(1)	-	-	-	-
Iain McKendrick - Director(1)	-	-	-	-
Jonathan Gilmore - Chief Financial Officer(1)	-	-	-	-
Total	-	-	100,000	4,200,000

(1)   From December 16, 2025, commenced office / employment with the Company effective on completion of the Challenger acquisition.

(2)   To December 16, 2025, ceased office / employment with the Company effective on completion of the Challenger acquisition.

Options and RSUs awarded during the 6-month period ending June 30, 2026 were as follows:

	Six months ended		Six months ended
	June 30, 2026		June 30, 2025
Share-based awards (Stock options and RSUs)	Options	RSUs	Options	RSUs
Keith Spickelmier - Director / Executive Chairman	-	1,000,000	-	600,000
Robert Bose - Director / Chief Executive Officer	-	1,500,000	-	600,000
Douglas Manner - Director / President	-	1,000,000	-	600,000
Sean Austin - Vice President, Controller, Secretary & Treasurer	-	1,250,000	-	600,000
Knowledge Katti, Director	-	1,000,000	-	600,000
David Cherry - Chief Operating Officer(2)	-	-	-	600,000
Bruno Maruzzo - Director(2)	-	-	-	300,000
Dean Gendron - Director(2)	-	-	-	300,000
Carmelo Marrelli, Chief Financial Officer(2)	-	-	100,000	-
Eytan Uliel - Director / President(1)	-	-	-	-
Iain McKendrick - Director(1)	-	-	-	-
Jonathan Gilmore - Chief Financial Officer(1)	-	-	-	-
Total	-	5,750,000	100,000	4,200,000

(1)   From December 16, 2025, commenced office / employment with the Company effective on completion of the Challenger acquisition.

(2)   To December 16, 2025, ceased office / employment with the Company effective on completion of the Challenger acquisition.

The following table sets out the interests of the Directors and key management personnel and their families (including any interest known to that Director or key management person which could with reasonable diligence be ascertained by him) in the issued share capital of the Company as at the date of this MD&A:

	Number	Percentage of
	of Common	Common
Directors	Shares	Shares(3)
Keith Spickelmier	7,152,500	1.28
Robert Bose	27,427,368(1)	4.89
Eytan Uliel	10,492,001	1.87
Iain McKendrick	1,029,561	0.18
Douglas Manner	5,795,558	1.03
Knowledge Katti	23,090,001(2)	4.12
Senior Management
Sean Austin	9,175,000	1.64
Jonathan Gilmore	91,646	0.02

Notes:

(1)   Mr. Bose holds the legal and beneficial title in 2,813,503 Common Shares. Mr. Bose is also regarded as the beneficial owner of 24,613,865 Common Shares held by Charlestown Energy Partners LLC given his association with that entity.

(2)   Mr. Katti holds the legal and beneficial title in 1,250,000 Common Shares. Mr. Katti is also the beneficial owner of 21,840,001 Common Shares held by Grisham Assets Corp.

(3)   Calculated based on an aggregate of 560,432,493 common shares of the Company issued and outstanding on August 27, 2026.

The following table sets out details of the share options to acquire common shares held by each of the Directors and senior management personnel as at the date of this MD&A:

	Shares	Exercise
	under	Price	Expiry
Director	Option	(CAD)	Date
Keith Spickelmier	1,000,000	0.165	24.03.2027
	800,000	0.110	16.12.2032
	650,000	0.270	19.12.2033
Robert Bose	1,000,000	0.165	24.03.2027
	800,000	0.110	16.12.2032
	650,000	0.270	19.12.2033
	600,000	1.080	01.05.2034
	1,300,000	1.230	13.12.2034
Eytan Uliel	-	-	-
Iain McKendrick	-	-	-
Douglas Manner	1,000,000	0.165	24.03.2027
	800,000	0.110	16.12.2032
	650,000	0.270	19.12.2033
Knowledge Katti	500,000	0.165	24.03.2027
	400,000	0.110	16.12.2032
	650,000	0.270	19.12.2033
	300,000	1.080	01.05.2034
	1,000,000	1.230	13.12.2034
Senior Management
Sean Austin	600,000	1.080	01.05.2034
	1,000,000	1.230	13.12.2034
Jonathan Gilmore	-	-	-
Total	13,700,000

The following table sets out details of the RSUs held by each of the Directors and senior management personnel as at the date of this MD&A:

Director	Number of RSUs	Exercise Price	Expiry Date
Keith D. Spickelmier	1,000,000	Nil	7-Jan-27
Robert Bose	1,500,000	Nil	7-Jan-27
Douglas G. Manner	1,000,000	Nil	7-Jan-27
Knowledge R. Katti	1,000,000	Nil	7-Jan-27
Eytan Uliel	-	-	-
Iain McKendrick	-	-	-
Senior Management
Sean Austin	1,250,000	Nil	7-Jan-27
Jonathan Gilmore	-	-	-
Total	5,750,000

During the three and six months ended June 30, 2025, the Company paid professional fees and disbursements totaling $15,608 and $30,619 respectively to Marrelli Support Services Inc., and certain of its affiliates, together known as the "Marrelli Group", for: (i) regulatory filing services, and (ii) press release services. At June 30, 2025, the Marrelli Group was owed $10,172 and these amounts were included in accounts payable and accrued liabilities. Subsequent to December 16, 2025, when Carmelo Marrelli ceased office and employment with the Company upon completion of the Challenger acquisition, Marrelli Support Services Inc. and its affiliates ceased to be related parties to the Company. Accordingly, in the three and six months ended June 30, 2026, there were no additional transactions with related parties.

Proposed Transactions

Sintana is currently progressing a number of proposed transactions which may have future accounting implications.

In respect of the KON-16 investment in Angola, the structure involves the acquisition of a minority equity interest in a special purpose vehicle holding the underlying licence interest. Based on the currently proposed terms, it is not expected that this investment will result in significant influence, and therefore it is unlikely to be accounted for using the equity method; instead, it is expected to be treated as a financial asset. This will be confirmed upon completion and finalization of governance rights.

In relation to the potential investment in PEL 37 in Namibia, the proposed acquisition of an approximate 35% indirect participating interest may give rise to significant influence, and therefore the investment would likely be accounted for as an associate using the equity method. However, the final accounting treatment will depend on the detailed terms of the agreements, including governance, control and participation rights, and will be assessed upon completion of that transaction.

Critical Accounting Estimates

The Company's critical accounting estimates are those estimates that have a significant impact on the portrayal of its financial position and operations and that require management to make judgments, assumptions and estimates in the application of IFRS. Judgments, assumptions and estimates are based on historical experience and other factors that management believes to be reasonable under current conditions. As events occur and additional information is obtained, these judgments, assumptions and estimates may be subject to change. The Company's material accounting policies can be found in Note 3 of the Company's Financial Statements.

Changes in Accounting Policies including Initial Adoption

Functional and presentation currency:

Following the acquisition of Challenger and its subsidiaries and the Company's subsequent admission to AIM in the United Kingdom, Sintana Energy Inc. has elected to change the presentation currency of its consolidated financial statements from Canadian Dollars ("CAD") to United States Dollars ("USD"), including comparative information for the three and six months ended June 30, 2026.

The change in presentation currency was made as the expanded Company is primarily invested in offshore assets along the Atlantic Margin, where the majority of expected input costs are denominated in USD, and any future revenues or proceeds from asset sales, farm-downs or production are likely to be realized in USD. In addition, given the Company's listing on the TSXV, OTCQX and AIM, USD was considered to be a more appropriate presentation currency for the enlarged and diverse shareholder base.

Transactions in foreign currencies are translated into each subsidiary's functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the period-end exchange rate. Non-monetary items measured at historical cost are translated at the exchange rate at the date of the transaction, and non-monetary items measured at fair value are translated at the exchange rate at the date the fair value was determined. Foreign exchange differences arising on translation are recognized in the consolidated statement of loss and comprehensive loss, except for differences arising on the translation of foreign operations, which are recognized in other comprehensive income.

Accounting standards effective this year:

The Company adopted no new IFRSs and interpretations during the three and six months ended June 30, 2026.

Future applicable accounting standards:

The following new standards and amendments to standards have been issued as at June 30, 2026 but are not yet effective. The Company does not plan to early adopt any of these new or amended standards and interpretations.

Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures:

In May 2024, the IASB issued amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures to clarify the date of recognition and derecognition of some financial liabilities settled using an electronic payment system before the settlement date. The amendments also clarify the classification of certain financial assets and introduce disclosure requirements for financial instruments with contingent features and equity instruments classified at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, and are to be applied retrospectively; restatement of prior periods is not required. The Company has assessed the amendments and, based on its evaluation to date, has not identified any material impact on the Company's consolidated financial statements.

IFRS 18, Presentation and Disclosure in Financial Statements:

IFRS 18, issued in April 2024, replaces IAS 1, Presentation of Financial Statements and establishes the overall requirements for presentation and disclosures in the financial statements, including a new defined structure for the statement of profit or loss and specific disclosure requirements related to management-defined performance measures. IFRS 18 also enhances guidance on how to group information within the financial statements. IFRS 18 is effective for annual periods beginning on or after January 1, 2027, including interim financial statements, and is to be applied retrospectively. The Company has not yet determined the impact of this standard on its consolidated financial statements.

Financial Instruments and Other Instruments

The Company currently holds only simple financial instruments, including cash and cash equivalents, other receivables (including deferred consideration), and trade and other payables. These financial assets and liabilities are measured at amortized cost in accordance with IFRS.

Other MD&A Requirements

A.   Additional Disclosures for Venture Issuers without Significant Revenue

Exploration Assets and Expenditures

In recent periods, the Company has principally acquired relatively small ownership interests in oil and gas assets, in many cases benefiting from carry arrangements which result in limited direct exploration and evaluation expenditures. As most of these interests are held through associated entities and accounted for under the equity method, any additional contributions to the underlying joint ventures are capitalized at the associated level, thereby limiting exploration and evaluation related costs recognized directly by the Company.

The key exception to this has been the Giraffe investment in PEL 79, where the Company holds an option to acquire up to a 67% interest, resulting in a level of quasi-control and therefore full consolidation. This led to a higher level of exploration and evaluation expenditures being recognized in FY24.

Following completion of the Challenger acquisition in December 2025, Sintana now holds a 100% interest in the OFF-3 licence and a 40% limited carried interest in the OFF-1 licence. As a result, exploration and evaluation activity is ongoing.

The following table provides a breakdown of the Company's exploration assets and expenditures in each of the last two years:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2026	2025	2026	2025
Namibia
Technical services	88,716	-	98,874	-
	88,716	-	98,874	-
Uruguay
Technical services	73,950	-	233,950	-
Professional and consulting fees	(9,230)	-	41,919	-
	64,720	-	275,869	-
Angola
Technical services	3,517	-	5,517	-
	3,517	-	5,517	-
Magdalena Basin, Colombia
Administrative and general	143,777	3,434	149,347	10,587
Professional fees	83,923	1,663	88,319	3,510
	227,700	5,097	237,666	14,097
	384,653	5,097	617,926	14,097

General and Administrative Expenses

The following table provides a breakdown of material components of the Company's general and administration expenses:

	Three Months Ended
	June 30,
	2026	2025
Share-based compensation	1,254,053	1,314,298
Salaries and benefits	1,468,443	288,642
Professional fees	410,304	168,763
Investor relations	50,989	152,973
Travel expenses	87,905	107,145
Reporting issuer costs	61,332	(2,069)
Administrative and general	395,588	58,695
Depreciation	195	-
	3,728,809	2,088,447

 

	Six Months Ended
	June 30,
	2026	2025
Share-based compensation	2,519,944	2,893,993
Salaries and benefits	2,049,227	601,860
Professional fees	706,849	363,989
Investor relations	253,131	243,669
Travel expenses	207,215	107,145
Reporting issuer costs	320,309	65,065
Administrative and general	603,696	81,372
Depreciation	326	-
	6,660,697	4,357,093

The Company has not expensed research and development costs nor intangible assets arising from development.

B.   Disclosure of Internal Controls

Management has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable diligence to ensure that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the consolidated financial statements, and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:

(i)   controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(ii)   a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with the issuer's GAAP (IFRS).

The Company's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

C.   Disclosure of Outstanding Share Data

As at the date of this MD&A, the Company has 560,432,493 common shares outstanding.

As at the date of this MD&A, the Company has the following securities outstanding that are convertible into, or exercisable or exchangeable for, voting securities:

Options:

		Weighted
		average		Number of
		remaining	Number of	options	Number of
	Exercise	contractual	options	vested	options
Expiry date	price (CAD)	life (years)	outstanding	(exercisable)	unvested
March 24, 2027	$0.165	0.14	4,500,000	4,500,000	-
December 19, 2032	$0.110	1.29	3,650,001	3,650,001	-
December 19, 2033	$0.270	1.65	4,025,002	4,025,002	-
May 1, 2034	$1.080	0.71	1,650,000	1,650,000	-
December 13, 2034	$1.230	1.81	3,900,000	2,600,000	1,300,000
June 27, 2035	$0.730	0.05	100,000	66,667	33,333
		5.65	17,825,003	16,491,670	1,333,333

RSUs:

	Weighted
	average
	remaining	Number of	Number of	Number of
	contractual	RSUs	RSUs	RSUs
Expiry date	life (years)	outstanding	vested	unvested
January 07, 2027	0.35	7,250,000	-	7,250,000
	0.35	7,250,000	-	7,250,000

Subsequent events

On August 20, 2026, the Company announced that it had entered into definitive documentation to acquire a 44% interest in Maravilla Oil and Gas (Pty) Ltd. ("Maravilla"), a privately held Namibian company. Maravilla owns an 80% controlling interest in Paragon Oil and Gas (Pty) Ltd., which holds a 100% operated interest in Petroleum Exploration Licence 37 ("PEL 37") in the Walvis Basin, offshore Namibia. The acquisition will provide the Company with an indirect 35% interest in PEL 37. Total consideration for the acquisition is $6,500,000, comprising a $500,000 deposit paid in January 2026, $3,000,000 in cash payable at signing and closing, $500,000 of pre-funded expenses associated with ongoing technical and commercial work on PEL 37, and $2,500,000 in newly issued common shares at a price of US$0.30 per share. Completion of the acquisition remains subject to regulatory approvals and other customary closing conditions. The Company expects this transaction will complete within 2026.

Risk Factors

Sintana's business is subject to a number of risks and uncertainties, including (but not limited to) the risk factors described below. The risk factors described below do not purport to be an exhaustive list and do not necessarily comprise all of the risks to which the Company is exposed. In particular, the Company's performance is likely to be affected by changes in market and/or economic conditions and in legal, accounting, regulatory and tax requirements. The risk factors described below are not intended to be presented in any assumed order of priority. Additional risks and uncertainties not presently known to the Board, or which the Board currently deem immaterial, may also have an adverse effect upon the Company. If any of the following risks were to materialize, the Company's business, financial condition, results, prospects and/or future operations may be materially adversely affected.

RISKS RELATING TO THE COMPANY

Additional requirements for capital

The Company has sufficient financial resources to meet its obligations arising within the period of the working capital statement contained in this document. However, the nature of its business is capital intensive and the Company's assets are not yet revenue generating. In the longer term, its projects may be subject to delays or cost overruns or increased scope and assets may move into the development stage. Any of these risks may create circumstances where the Company requires additional financing from credit or equity markets in the longer term.

The Company may require additional funds to fund exploration and development commitments, undertake capital expenditures or to undertake acquisitions and may attempt to raise additional funds through equity or debt financing or from other sources. Any equity financing may be dilutive to holders of common shares and any debt financing beyond the existing facilities, if available, may require restrictions to be placed on the Company's future financing and operating activities.

Despite the Company having sufficient resources to meet its obligations within the period of the working capital statement in this document, the Company's activities are not expected to generate positive cash flow from operating activities in the foreseeable future, and accordingly, to the extent that the Company has negative cash flow in any future period following the period of the working capital statement, the Company may be required to use its current cash on hand or raise additional capital which may be restrictive or dilutive to existing shareholders in order to fund such negative cash flow from operating activities, if any.

No assurances can be given that the Company will be able to raise the additional financing or may be unable to obtain additional financing on acceptable terms or at all. The Company's access to debt, equity and other financing as a source of funding for operations will also be subject to many factors, including the cash needs of the Company and the then prevailing conditions in the financial markets, including in the corporate bond, term loan and equity markets, the financial condition or operating performance of the Company or investor sentiment (whether towards the Company in particular or towards the market sector in which the Company operates) are unfavorable. The Company's inability to raise additional funding may hinder its ability to grow in the future or to maintain its existing levels of operation. Even if its financial resources are sufficient to fund its operations in the near term, there is no guarantee that the Company will be able to achieve its business objectives and strategy. The failure to raise capital could result in the delay or indefinite postponement of current business objectives or strategy or a loss of property interest.

Chevron is currently considering future activities in relation to PEL 90, which could commence in 2026, and has filed environmental applications which would enable the drilling of up to five exploration wells and five appraisal wells. The Company would not be carried in any additional activity that may occur on PEL 90 and the Company may not have sufficient financial resources to meet its obligations.

In addition, from time to time, the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed wholly or partially with debt, which may temporarily increase the Company's debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company's to obtain additional capital and to pursue business opportunities, including potential acquisitions.

The benefits from the acquisition of Challenger will depend on the Company's ability to successfully integrate Sintana and Challenger

The Company may encounter integration challenges following the Challenger acquisition, including challenges which are not currently foreseeable.

The integration process may take longer than expected, or difficulties relating to the integration, of which the Directors are not yet aware, including unforeseen operating difficulties, may arise and pose management, administrative and financial challenges. In addition, unanticipated costs may be incurred in respect of the integration of Sintana and Challenger. This could adversely affect the delivery of the anticipated benefits from the Challenger acquisition or the operational and financial performance of the Company's combined assets, and the Company may not be successful in addressing risks or problems encountered in connection with the integration and failure to do so may adversely affect its business or financial condition.

The Directors believe that the combination of the businesses Sintana and Challenger has the potential to generate efficiencies through operating, financing and other cost savings. However, there is a risk that such efficiency benefits will fail to materialize. For example, such efficiency benefits may be materially lower than anticipated or it may take longer than expected to realize such efficiency benefits, each of which would have a significant impact on the profitability of the Company in the future.

Some of the principal integration challenges may include retaining key personnel, properly planning and executing the transition of the acquired businesses, operating assets, harmonizing organizational structures (including the appropriate resourcing of that organization) and harmonizing processes, controls and systems of Sintana and Challenger. The process of integration could potentially lead to interruption of the operations of either business which could adversely impact Sintana's business, financial condition, results of operations and future prospects.

Risks associated with operated interests, no history of production and dependence on strategic partners

Most of the Company's properties are in early-stage exploration and have no history of hydrocarbon production or revenue generation. There is no certainty that commercial quantities of hydrocarbons will be discovered or that exploration and development programmes will yield positive results. Even if discoveries occur, there is no assurance that production will be economically viable, which depends on factors such as commodity prices, access to capital, regulatory approvals, infrastructure availability and the characteristics of any deposits.

The Company is not the operator of most assets and therefore has limited control over day-to-day operations, relying on third-party operators for execution. Performance by operators and licence partners may be affected by their financial capacity, technical expertise, and prioritization of projects, which could lead to delays, increased costs or loss of licence interests. Where the Company acts as operator, it must fund and execute work commitments within specified timeframes, and there is no guarantee it will have the necessary resources.

The Company also depends on strategic partners for funding and technical support. These partners may have competing priorities and may not allocate sufficient resources to advance the Company's projects. Any withdrawal or lack of engagement by partners could materially impact the Company's ability to progress operations, achieve commercial production or realize value from its investments.

In respect of the PELs where the Company holds a minority indirect interest, its ability to influence decisions is limited under the terms of the Joint Operating Agreements (JOAs). Typically, key decisions require a majority vote, and in most cases, the operator or majority interest holders can carry decisions without the Company's support. Veto rights are generally restricted to fundamental matters requiring unanimous approval. This means the Company may not be able to block or direct operational decisions.

The Company holds an indirect interest in Assets in Namibia through a 49% interest in two joint ventures, Inter Oil and Giraffe, but the Company does not control either company. Under the relevant shareholder agreements, the Company is entitled to appoint only one out of three directors to the board of Inter Oil and one out of two directors to the board of Giraffe (increasing to two out of three if an option is exercised). As a result, the Company will always be outvoted on board decisions unless it exercises its option to increase its shareholding in Giraffe. Further, the Company's ability to receive confidential information from either company is also limited, as the JOAs prohibit or otherwise limit the sharing of information to parties beyond the joint venture partners associated with any specific license.

Capital expenditure estimates may not be accurate

Estimated capital expenditure requirements are estimates based on anticipated costs and are made on certain assumptions. Should the Company's capital expenditure requirements turn out to be higher than currently anticipated the Company or its partners may need to seek additional funds which it may not be able to secure on reasonable commercial terms to satisfy the increased capital expenditure requirements. If this happens, the Company's business, cash flow, financial condition and operations may be materially adversely affected.

Failure to meet commitments

The Company will be subject to contractual work commitments, from time to time, which will include minimum work programmes to be fulfilled within certain time restraints. Specifically, these commitments may include seismic surveys to be performed and other data acquisition and analysis, and/or requirements to drill wells. Failure to comply with such obligations, whether inadvertent or otherwise, may lead to fines, penalties, restrictions and withdrawal of licences with consequent material adverse effects. So far as the Directors are aware, all work obligations in respect of the Company's assets have been complied with to date.

Risks associated with acquisitions and dispositions

The Company may pursue strategic acquisitions that would provide additional licence interests which could be complementary to its portfolio, in both existing and new jurisdictions. Future acquisitions may expose the Company to potential risks, including risks associated with: (a) the integration of new operations, services and personnel; (b) unforeseen or hidden liabilities; (c) the diversion of resources from the Company's existing business and technology; (d) potential inability to generate sufficient revenue to offset new costs; and/or (e) the expenses of acquisitions. In addition, any proposed acquisitions may be subject to regulatory approval. There can be no assurance that such assets will be available at an acceptable price, or at all. Such failure to complete or acquire additional licence interests which are complementary to its current portfolio, could have a material adverse effect on its business, operating results and financial condition.

Even in the event of successful acquisitions of interests in new assets or licence interests, there is no assurance that any subsequent work carried out under any of these licences will be successful or that it will be effective in increasing the value of any of these assets. No assurance can be given that the Company will be able to carry out the work required under each of the licences it has an interest in to effectively realize increased value. In addition, even if the Company completes a licence acquisition, general economic and market conditions or other factors outside the Company's control could make its strategies difficult or impossible to implement. Any failure to implement its programme on a licence successfully and/or failure of the programme to deliver the anticipated benefits could have a material adverse effect on the Company's results of operations and financial condition. In addition, any delays in or withdrawal of licences, or failure to secure requisite licence extensions in respect of any of the Company's operations may have a material adverse impact on the Company's business, operating results and financial condition.

Further, the Company may seek to execute dispositions of licence interests, including through farm-out agreements, particularly where significant additional capital is required to progress development. There can be no assurance that the Company will be able to successfully execute such dispositions on acceptable terms or within required timeframes. Failure to complete dispositions where additional capital is required could impair the overall financial health and performance of the Company and limit its ability to generate returns to shareholders.

Future litigation

From time to time, the Company may be subject, directly or indirectly, to litigation arising out of its proposed operations, including litigation by activist companies designed to delay, halt or frustrate oil and gas operations in the various jurisdictions in which it has assets. Outcomes achieved and / or damages claimed under such litigation may be material or may be indeterminate, and may materially impact the Company's business, results of operations or financial condition. While the Company assesses the merits of each lawsuit and defends itself accordingly, it may be required to incur significant expenses or devote significant resources to defending itself against such litigation. In addition, the adverse publicity surrounding such claims may have a material adverse effect on the Company's business.

The Company may from time to time be involved in or considering potential litigation against certain parties. Any such proceedings could be complex, lengthy and costly, and there can be no assurance as to the outcome. To mitigate financial exposure, the Company may seek litigation funding arrangements and insurance coverage to support these actions. However, there is no guarantee that such funding or insurance will be available on acceptable terms or at all. Failure to secure adequate funding or insurance could increase the financial burden on the Company and adversely affect its ability to pursue or defend claims effectively.

Climate change abatement legislation, changes to carbon pricing systems or activist activity against fossil fuel extraction may have a material adverse effect on the Company's industry

Continued political and societal attention to issues concerning climate change, including the role of human activity in it and potential mitigation through regulation could have a material impact on the Company's business. International agreements, national and regional legislation, and regulatory measures to limit greenhouse emissions are currently in various stages of discussion or implementation.

Like other oil and gas companies, given that the Company's operations involve, and the Company's products are associated with, emissions of greenhouse gases, these and other greenhouse gas emissions related laws, policies and regulations may result in substantial capital, compliance, operating and maintenance costs. The level of expenditure required to comply with these laws and regulations is difficult to accurately predict and will vary depending on, among other things, the laws enacted by particular countries. As such, climate change legislation and regulatory initiatives restricting emissions of greenhouse gases may materially adversely affect the Company's operations and increase the Company's cost structure.

Such legislation or regulatory initiatives could also have a material adverse effect by diminishing the demand for oil and gas, increasing the Company's cost structure or causing disruption to the Company's operations by regulators. Global efforts to respond to the challenges of climate change may have an impact on the value of the price of oil and gas moving forward, as countries increasingly shift toward alternative energy sources, which may in turn impact the viability of the Company's producing, development and exploration projects.

In addition, the Company may be subject to activism from companies campaigning against fossil fuel extraction, including legal actions designed to delay, block or frustrate the Company's activities, which could affect the Company's assets, ability to conduct business, reputation, dissuade investors from investing in the Company's business, persuade shareholders to sell their holdings, dissuade contractors from working with the Company, disrupt the Company's campaigns or programmes, induce the Company's employees and/ or directors to cease working or acting for the Company or otherwise negatively impact the Company's business.

Local environmental organizations in Uruguay have publicly opposed seismic prospecting along Uruguay's coast. Several injunction requests have been filed in Uruguay in connection with this matter, which have thus far been denied by the Uruguayan courts, but which have been appealed, with those appeals pending. The outcome of those appeals, if adverse, may delay or restrict planned operations in Uruguay. The Company continues to monitor the situation closely, however, there can be no assurance that these or other legal or regulatory challenges will not arise or that they will be resolved in a manner favourable to the Company.

Risks relating to taxation

The fiscal regimes of emerging oil and gas producing countries such as Namibia and Uruguay are relatively untested and subject to change. Any change in the Company's tax status or in applicable tax legislation in any country where the Company has operations or corporate entities could affect the Company's ability to provide returns to shareholders. Statements in this document in relation to tax and concerning the taxation of investors in common shares are based on current tax law and practice, which is subject to change. The taxation of an investment in the Company depends on the specific circumstances of the relevant investor.

The nature and amount of tax which members of the Company expect to pay and the reliefs expected to be available to any member of the Company are each dependent upon a number of assumptions, any one of which may change and which would, if so changed, affect the nature and amount of tax payable and reliefs available. In particular, the nature and amount of tax payable is dependent on the availability of relief under tax treaties in and between a number of jurisdictions and is subject to changes to the tax laws or practice in any of the jurisdictions affecting the Company. Any limitation in the availability of relief under these treaties, any change in the terms of any such treaty or any changes in tax law, interpretation or practice could increase the amount of tax payable by the Company.

Due to the Company being a Canadian-based entity which will operate and hold assets in the various non-Canadian jurisdictions, any changes in the non-Canadian jurisdictions' national tax law or tax rulings unfavourable to the Company structure related to non-Namibian, Uruguayan, Angolan, Isle of Man, Colombian or Bahamian parent companies could have a material impact on the Company's effective tax rate, cash flows and results of operations.

Potential Conflicts of Interest

Some of the individuals who serve as directors and/or officers of the Company are also directors, officers and/or promoters of other public and private companies or have significant shareholdings in other public and private companies. As of the date hereof, and to the knowledge of the Directors and senior managers of the Company, there are no existing conflicts of interest between the Company and any of the individuals who are directors or officers of the Company other than as disclosed elsewhere in this document. Situations may arise where the Directors of the Company may be in competition with the Company. Any conflicts will be subject to and governed by the laws applicable to Directors' conflicts of interest. In the event that such a conflict of interest arises at a meeting of the Directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the Directors are required to act honestly, in good faith and in the best interests of the Company.

Dependence on key executives and personnel

The future performance of the Company will, to a significant extent, be dependent on its ability to retain the services and personal connections or contacts of key executives and to attract, recruit, motivate and retain other suitably skilled, qualified and industry experienced personnel to form a high caliber management team. Such key executives are expected to play an important role in the development and growth of the Company, in particular, by maintaining good business relationships with regulatory and governmental departments and essential partners, contractors and suppliers.

There can be no assurance that the Company will retain the services of any key executives, advisers or personnel who have entered into service agreements or letters of appointment with the Company. The loss of the services of any of the key executives, advisers or personnel may have a material adverse effect on the business, operations, relationships and/or prospects of the Company. However, the Board believes that the spread of skills and experience across the Directors is such that the loss of any one Director is unlikely to have a material adverse effect on the Company. The Company has not purchased "key-man" insurance.

There is a risk that the Company will struggle to recruit the key personnel required to run an exploration and production company. Shortages of labour, or of skilled workers, may cause delays or other stoppages during exploration and appraisal activities. Many of the Company's competitors are larger, have greater financial and technical resources, as well as staff and facilities, and have been operating in a market-based competitive economic environment for much longer than the Company.

Retention of key business relationships

The Company relies significantly on strategic relationships with other entities, on good relationships with regulatory and governmental departments and on third parties to provide essential contracting services. There can be no assurance that its existing relationships will continue to be maintained or that new ones will be successfully formed, and the Company could be adversely affected by changes to such relationships or difficulties in forming new ones. Any circumstance which causes the early termination or non-renewal of one or more of these key business alliances or contracts could adversely impact the Company, its business, operating results and prospects.

Issues resulting from limited due diligence on acquisitions

The Company may, from time to time, acquire directly or indirectly oil and gas assets. The Company intends to perform a review in respect of any potential assets prior to such acquisitions. Although it is intended that any such review would be consistent with industry practice, such reviews are inherently incomplete. Even an in-depth review of assets and records may not necessarily reveal existing or potential problems, nor will it permit a buyer to become sufficiently familiar with the assets to assess fully their deficiencies and capabilities.

Future acquisitions may cause the Company to expend costs on, inter alia, conducting due diligence into potential investment opportunities in further businesses, assets or prospects/projects that may not be successfully completed or result in any acquisition being made, which could have a material adverse effect on its business, operating results and financial condition.

There is no guarantee that an unforeseen defect in title, changes in law or change in the interpretation of law or political events will not arise to defeat or impair the claim of the Company to any properties which it currently owns or may acquire which could result in a material adverse effect on the Company, including a reduction in any revenues generated.

Exposure to local currency

The Company operates internationally and is exposed to foreign exchange risk arising from various currency transactions, primarily with respect to the Namibian Dollar, Uruguayan Peso, Angolan Kwanza, Colombian Peso, Bahamian Dollar, Euro, Canadian Dollar and US Dollar. Although, the Company endeavours to reduce its exposure to foreign currencies by minimizing the amount of funds held overseas, holding cash balances in the currency of intended expenditure and recognizing the profits and losses resulting from currency fluctuations as and when they arise, there remains a risk that adverse currency movements may have a negative impact on the financial position and performance of the Company.

Currency exchange rates risk

The Company's functional currency is US Dollars and, although most of its major contracts are denominated in US Dollars, a portion of its general and administrative expenses are in Canadian Dollars, GBP and other currencies. Hence, the Company is exposed to fluctuations in exchange rates, in particular, between the US Dollar, Canadian Dollars and GBP. Such exposure may affect the Company's results. The Company will consider, on a case-by-case basis, implementing policies to limit its currency exposure, if appropriate, and may examine currency hedging instruments when they prove to be available and cost effective.

The Company's share price is quoted on the TSX-V in Canadian Dollars, on the OTCQX in US Dollars, and on AIM in GBP. As a consequence, shareholders may experience fluctuations in the market price of the common shares as a result of, inter alia, movements in the foreign exchange rate between Canadian Dollars, GBP and US Dollars.

Insurance coverage and uninsured risks

The Company insures its operations in accordance with industry practice and plans to insure the risks it considers appropriate for the Company's needs and circumstances. However, the Company may elect not to have insurance for certain risks, due to the high premium costs associated with insuring those risks or for various other reasons, including an assessment in some cases that the risks are remote.

No assurance can be given that the Company will be able to obtain insurance coverage at reasonable rates (or at all), or that any coverage it or the relevant operator obtains, if applicable, and any proceeds of insurance, will be adequate and available to cover any claims arising. The Company may become subject to liability for pollution, blow-outs or other hazards against which it has not insured or cannot insure, including those in respect of past activities for which it was not responsible. Any indemnities the Company may receive from such parties may be difficult to enforce if such sub-contractors, operators or joint venture partners lack adequate resources.

In the event that insurance coverage is not available or the Company's insurance is insufficient to fully cover any losses, claims and/ or liabilities incurred, or indemnities are difficult to enforce or the Company elects not to have insurance for certain risks and claims and/or liabilities are incurred, the Company's business and operations, financial results or financial position may be disrupted and adversely affected.

The payment by the Company's insurers of any insurance claims may result in increases in the premiums payable by the Company for its insurance cover and adversely affect the Company's financial performance. In the future, some or all of the Company's insurance coverage may become unavailable or prohibitively expensive.

Global economic conditions may adversely affect the Company

The Company may make acquisitions of companies and businesses that are susceptible to economic recessions or downturns. During periods of adverse economic conditions, the markets in which the Company operates may decline, thereby potentially decreasing revenues and causing financial losses, difficulties in obtaining access to, and fulfilling commitments in respect of, financing, and increased funding costs. In addition, during periods of adverse economic conditions, the Company may have difficulty accessing financial markets, which could make it more difficult or impossible for the Company to obtain funding for additional acquisitions and negatively affect the Company's operating results. Accordingly, adverse economic conditions could adversely impact the business, development, financial condition, results of operations and prospects of the Company. Furthermore, there can be no assurances that financial conditions in the global financial markets will not worsen or adversely affect the Company's then prevailing financial position and performance or, indeed, those of its investments.

Force majeure

The Company's operations may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions, which may have a material adverse effect on the Company's future financial condition and results.

Cyber risks

The Company is at risk of financial loss, reputational damage and general disruption from a failure of its information technology systems or an attack for the purposes of espionage, extortion, terrorism or to cause embarrassment. Any failure of, or attack against, the Company's information technology systems may be difficult to prevent or detect, and the Company's internal policies to mitigate these risks may be inadequate or ineffective. The Company may not be able to recover any losses that may arise from a failure or attack.

RISKS RELATING TO THE OIL AND GAS MARKETS

Oil and gas prices

The marketability and price of oil and natural gas that may directly or indirectly be acquired, discovered or developed by the Company will be affected by numerous factors beyond the control of the Company, but which include: global and regional supply and demand, expectations regarding future supply and demand, for oil and gas; global and regional economic conditions; political, economic and military developments (including current ongoing conflicts in Ukraine and the Middle East) in oil and gas producing regions; prices and availability of alternative sources of energy; geopolitical uncertainty; speculative activities and trends in the financial community; lower hydrocarbon prices or reduced demand for oil and gas or power could reduce the economic viability of the Company's strategy and ultimately its business, result in a reduction in revenues or net income, adversely affect the Company's ability to maintain working capital requirements, impair its ability to make planned expenditures and could materially adversely affect its prospects, financial condition and results of operations.

The Directors believe that the strengthening of the oil price and the increasing importance of energy security considerations for both sellers and the capital markets are highly advantageous for the Company in the longer term. However, in the short term, oil price volatility and geopolitical uncertainty may create a challenging M&A and fundraising environment.

Current resource data are only estimates and are inherently uncertain

The resource data that is provided from time to time by the Company involves subjective judgements and determinations and are based on available geological, technical, contractual and economic information. The estimation of underground accumulations of oil and gas is a subjective process aimed at understanding the statistical probabilities of recovery. These are not exact determinations. Estimates of the quantity of economically recoverable oil and gas reserves, rates of production, net present value of future cash flows and the timing of development expenditures depend upon several variables and assumptions, including the following: (i) interpretation of geological and geophysical data; (ii) effects of regulations adopted by governmental agencies; (iii) future percentages of international sales; (iv) future oil and gas prices; (v) capital expenditure; and (vi) future operating costs, tax on the extraction of commercial hydrocarbons, development costs and workover and remedial costs. The assumptions upon which the estimates of the Company's hydrocarbon resources have been based may change over time or prove to be incorrect. The Company may be unable to recover and produce the estimated levels or quality of hydrocarbons set out in this document and if this proves to be the case, the Company's business, reputation, prospects, financial condition and results of operations could be materially adversely affected.

As all resource estimates are subjective, each of the following items may differ materially from those assumed in estimating resources: (i) the quantities and qualities of oil and gas that are ultimately recovered; (ii) the production and operating costs and capital expenditure incurred; (iii) the amount and timing of additional exploration and future development expenditures; and (iv) future oil and gas prices.

Many of the factors, assumptions and variables used in estimating resources are beyond the Company's control and may prove to be incorrect over time. Evaluations of resources necessarily involve multiple uncertainties. The accuracy of any resource evaluation depends on the quality of available information and petroleum engineering and geological interpretation. Exploration drilling, interpretation and testing and production after the date of the estimates may require substantial upward or downward revisions to the Company's resource data. A decline in the market price for oil and gas could render reserves uneconomic to recover and may ultimately result in a reclassification of reserves as resources. Moreover, different reservoir engineers may make different estimates of reserves and cash flows based on the same available data. Actual production, revenues and expenditures with respect to reserves and resources will vary from estimates, and the variances may be material. The estimation of reserves and resources may also change because of acquisitions and disposals, new discoveries and extensions of existing fields as well as the application of improved recovery techniques.

The estimates may prove to be incorrect, and potential investors should not place reliance on the forward-looking statements contained in this document concerning the resources. If the assumptions upon which the estimates of the resources have been based prove to be incorrect, the Company (or the operator of an asset in which the Company has an interest) may be unable to recover and produce the estimated levels or quality of hydrocarbons set out in this document and the Company's business, prospects, financial condition or results of operations could be materially and adversely affected.

Oil and gas exploration is speculative, capital intensive and can result in a complete loss of capital

There can be no guarantee that any hydrocarbons discovered will be developed into profitable production or that hydrocarbons will be discovered in commercial quantities. The business of exploration and development of hydrocarbon deposits is speculative and involves a high degree of risk, which even a combination of careful evaluation, experience and knowledge may not eliminate. Hydrocarbon deposits assessed by the Company may not ultimately contain economically recoverable volumes of resources and even if they do, delays in the construction and commissioning of production projects or other technical difficulties may result in any projected target dates for production being delayed or further capital expenditure being required.

The risks associated with oil and gas exploration include, but are not limited to, encountering unusual or unexpected geological formations or pressures; seismic shifts; unexpected reservoir behaviour; unexpected or different fluids or fluid properties; premature decline of reservoirs; uncontrollable flow of oil, gas or well fluids; inaccurate subsurface seismic drilling; equipment failures; extended interruptions due to (amongst other things) adverse weather conditions; environmental hazards; industrial accidents; lack of availability of exploration and production equipment; explosions; pollution; oil or gas escapes; industrial action; and shortages of manpower. Encountering any of these can greatly reduce the profitability of operations. Extreme weather, adverse geological conditions and other field operating conditions may delay seismic, drilling or appraisal and development activities and can also increase costs. Oil and gas exploration and appraisal projects often involve unprofitable activities, resulting either from dry wells or from wells that may be put into production but do not generate sufficient revenues to return a profit after development, operating and other costs. Completion of a well does not guarantee a profit on the investment or recovery of the costs associated with that well. Any of the above factors could result in a total loss of investment in certain projects, which could have a material adverse effect on the Company's business, reputation, prospects, financial condition and results of operations.

The Company believes it has undertaken the necessary due diligence to understand the technical risks associated with all oil and gas volumes but recognizes that such results from drilling activities may vary from the expected performance and / or timetable of commercialization.

Companies operating within the oil and gas industry are subject to stringent regulations including those relating to the environment, health and safety

The Company's operations are subject to environmental, health and safety regulations in the jurisdictions in which they operate. Whilst both the Company and the underlying operators of the assets in which the Company holds interests believe that each carries out its activities and operations in material compliance with these environmental, safety and health and sanitary regulations, there can be no guarantee that their contractors or staff will individually comply with the policies and practices in place.

The discharge of oil, gas or other pollutants into the air, soil or water may give rise to liabilities to local, provincial and federal governments and third parties and may require the Company to incur significant penalties and/or costs to remedy such discharge.

The operations of the Company require it (or its joint venture partners) to obtain licences for operating, permits, and in some cases, renewals of existing licences and permits from various authorities, depending upon the nature of property operations and development. The Company believes that it and/or its joint venture partners currently hold or have applied for all necessary licences and permits to carry on the activities as currently being conducted on its property interests under applicable laws and regulations and also believes that it and its joint venture partners are complying in all material respects with the terms of such licences and permits. However, the ability of the Company and/or its joint venture partners to obtain, sustain or renew any such licences and permits on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable authorities or other governmental agencies in foreign jurisdictions.

While the Company has conducted due diligence on the assets, no assurance can be given that changes in environmental laws or their application to the Company's operations will not result in further remediation costs, a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect its business, prospects, financial condition and results of operations.

Obtaining exploration, development or production licences and permits may also become more difficult or be the subject of delay by reason of governmental, regional or local environmental consultation, approvals or other considerations or requirements.

In addition, due to concern over the risk of climate change, a number of countries have adopted, or are considering the adoption of, new regulatory requirements to reduce greenhouse gas emissions, such as carbon taxes, increased efficiency standards or the adoption of cap-and-trade regimes. If such requirements were adopted in the jurisdictions where the Company operates in, these requirements could make the Company's products more expensive as well as shift hydrocarbon demand toward relatively lower-carbon sources such as renewable energy.

Oil and gas exploration and production may cause damage to persons, property and the environment

Exploration for oil and gas carries inherent risks. The Company's exploration, development and production activities present several risks such as those of explosions in wells and pipelines and escape of hazardous materials and contamination; major process safety incidents; failure to comply with approved policies; effects of natural disasters and pandemics; social unrest; civil war and terrorism; exposure to general operational hazards; personal health and safety; and crime. The occurrence of any of these events or other accidents could result in personal injuries, loss of life, severe environmental damage entailing containment, clean-up and repair expenses, equipment damage and civil or, in certain limited instances, criminal proceedings against the Company, any of which could result in material legal sanctions and financial liabilities, as well as significant reputational damage, and may have a material adverse effect on the Company's business, prospects, financial condition and results of operations. Although precautions to minimize risk are taken, even a combination of careful evaluation, experience and knowledge may not eliminate all of the hazards and risks. In addition, not all of these risks are insurable.

Delays in production, marketing and transportation

Various production, marketing and transportation conditions, if assets have been explored and developed, may cause delays in crude oil production and adversely affect the Company's business. For example, infrequent cargo liftings may, once the Company's assets start producing hydrocarbons, affect the Company's working capital position and it is not usually possible to increase production rates. There will also be particular challenges due to the difficulties of maintaining infrastructure offshore and such difficulties will be exacerbated where the infrastructure is mature and therefore increasing operational downtime may be or become an issue, which could have a detrimental effect on the revenues received by the Company's business.

The marketability and price of oil condensate and natural gas that may directly or indirectly be acquired or discovered by the Company will be affected by numerous factors beyond the control of the Company. The Company is also subject to market fluctuations in the prices of oil and natural gas, deliverability uncertainties related to the proximity of reserves to adequate pipeline and processing facilities, and extensive government regulations relating to price, taxes, royalties, licences, land tenure, allowable production, the export of oil and natural gas, and many other aspects of the oil and natural gas business. Any or all of these factors may result in an adverse impact on the financial returns anticipated by the Company.

As the Company is not the operator in respect of most of the assets in which it has an interest, the Company will generally have limited control over the day-to-day management or operations of such interests and will therefore be dependent upon the third-party operators. A third-party operator's management of an asset may result in failure to meet the expected and required timetables.

Interruptions in availability of exploration or supply infrastructure

The Company may suffer, indirectly, from delays or interruptions due to lack of availability of drilling rigs or construction of infrastructure, including pipelines, storage tanks and other facilities, which may adversely impact the operations and could lead to fines, penalties and criminal sanctions against the Company and/or its officers or its current or future licences or interests being terminated. Delays in obtaining licences, permissions and approvals required by the Company or its partners in the pursuance of its business objectives could likewise have a material adverse impact on the Company's business and the results of its operations.

Risk of loss of oil and gas rights

The Company's activities are dependent upon the maintenance of appropriate leases, licences, concessions, permits and regulatory consents which may be withdrawn or made subject to qualifications. Although the Company believes that the authorizations in relation to all of the Company's interests will not be withdrawn and will be maintained (as the case may be), there can be no guarantee that such authorizations will not, in the future, be withdrawn, fail to be renewed or granted. There can be no assurance as to the terms of such future grants or renewals.

Natural disasters

Any interest held by the Company is subject to the impacts of any natural disaster such as earthquakes, epidemics, fires and floods etc. Extreme weather events are globally becoming more frequent, posing a physical risk to activities in each operational location. Geographically while the Company's assets in Namibia, Uruguay and the Bahamas are offshore, they may be vulnerable to extreme weather including hurricanes, tropical storms and floods. Such events, including the long-term risk of rising sea-levels, may damage Company property, disrupt operational and transportation activities, and pose increased health and safety risks to third-party contractors all of which will have a negative impact on the operations, financial position, performance and prospects for the Company.

Environmental factors

The Company's operations are, and will be, subject to environmental regulation. Environmental regulations are likely to evolve in a manner that will require stricter standards and enforcement measures being implemented, increases in fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors and employees. Compliance with environmental regulations could increase the Company's costs. Should the Company's operations not be able to comply with this mandate, financial penalties may be levied. Environmental legislation can provide for restrictions and prohibitions on spills, releases of emissions of various substances produced in association with oil, condensate and natural gas operations. In addition, certain types of operations may require the submission and approval of environmental impact assessments. The Company's operations will be subject to such environmental policies and legislation.

Environmental legislation and policy are periodically amended. Such amendments may result in stricter standards of enforcement and in more stringent fines and penalties for non-compliance. Environmental assessments of existing and proposed projects may carry a heightened degree of responsibility for companies and their directors, officers and employees. The costs of compliance associated with changes in environmental regulations could require significant expenditure, and breaches of such regulations may result in the imposition of material fines and penalties. In an extreme case, such regulations may result in temporary or permanent suspension of exploration, development and/or production operations. There can be no assurance that these environmental costs or effects will not have a material adverse effect on the Company's future financial condition or results of operations.

Competition

The crude oil and natural gas industry is competitive in all of its phases. The Company indirectly faces strong competition from other companies in connection with the acquisition of properties producing, or capable of producing, crude oil and/or natural gas. Many of these companies have greater financial resources, operational experience and technical capabilities than the Company. As a result of this competition, The Company may be unable to maintain or acquire attractive properties on terms it considers acceptable or at all. Consequently, the revenues, operations and financial condition of the Company could be materially adversely affected.

RISKS RELATING TO COUNTRIES WHERE THE COMPANY OPERATES

Local risk factors

The Company's operations are conducted in the Jurisdictions and, as such, the Company's operations, financial condition and operating results are exposed to various levels of political, economic and other risks and uncertainties over which it has no control. These risks and uncertainties vary and can include, but are not limited to: currency exchange rates; high rates of inflation; terrorism; war; labour unrest; border disputes between countries; renegotiation or nullification of existing concessions, licences, permits and contracts; bribery and corruption; changes in taxation policies; restrictions on foreign exchange; changing political conditions; currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Future political actions cannot be predicted and may adversely affect the Company.

Changes, if any, in petroleum or investment policies or shifts in political attitude in the jurisdictions in which the assets the Company holds interests in, and border disputes affecting the Company's rights to explore and develop for oil and gas, may adversely affect the Company's business, results of operations and financial condition. Future operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people and water use. The possibility that future governments may adopt substantially different policies, which may extend to the expropriation of assets, cannot be ruled out.

Failure to comply strictly with applicable laws or regulations relating to the petroleum regime, including licences to blocks and petroleum agreements governing exploration activity on the blocks, could result in loss, reduction or expropriation of entitlements. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the Company's consolidated business, results of operations and financial condition.

Operating in emerging countries with developing Oil and Gas regimes

The Company currently holds material oil and gas interests in Namibia, Uruguay and Angola, alongside having other assets in other developing countries, and may carry on business in other emerging territories in the future. Social, political and economic conditions in these countries are in varying stages of development and can be volatile. Volatility may be caused, without limitation, by the following:

·      significant governmental influence over many aspects of local economies;

·      unexpected or radical changes in legislation, regulatory requirements, labour conditions or other government policies, and changes in interpretations or enforcement of existing laws or regulations;

·      governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction or otherwise benefit residents of that country or region;

·      changes in tax laws and conflicting national or local interpretations of tax laws;

·      political, social and economic instability, terrorism, war and civil disturbances;

·      damage to equipment or violence directed at employees, including kidnapping;

·      lack of law enforcement;

·      imposition of trade barriers;

·      wage and price controls;

·      foreign currency fluctuations and devaluation;

·      restrictions on currency conversion and repatriation;

·      renegotiation, nullification, or unilateral termination of concessions, licences, permits and agreements by government-owned entities;

·      seizure, expropriation or nationalization of assets or industries;

·      difficulty in collecting international accounts receivables;

·      changing political conditions;

·      solicitation by government officials for improper payments or other forms of corruption;

·      regional economic downturns;

·      inflation and adverse economic conditions stemming from governmental attempts to reduce inflation, such as the imposition of higher interest rates;

·      the burden of complying with multiple and potentially conflicting laws; and

·      other forms of governmental regulation and economic conditions that are beyond the Company's control.

Risks related to international interests

As governments continue to struggle with deficits and depressed economies, the strength of commodity prices has resulted in the natural resource sector being targeted as a source of revenue. Governments are continually assessing the terms for companies to exploit resources in their countries, which may result in amendments to applicable laws and regulations regarding oil and gas interests from time to time. The Company may be subject to the exclusive jurisdiction local authorities where licence interests are held in the event of a dispute arising in connection with its operations and/or interests and it may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada, the United Kingdom or elsewhere. In addition, the enforcement by the Company of its legal rights to exploit their respective properties or to utilize their permits and licences may not be recognized by local court systems.

Licence interests associated with properties in developing nations may also make it more difficult for the Company to obtain required financing for its projects. Furthermore, it may be difficult for the operators of such property interests to find or hire qualified people in the oil and gas industry who are situated locally, or to obtain all of the necessary local services or expertise while complying with local procurement requirements, or to conduct operations on its projects at reasonable rates. As a result of the foregoing, the Company could face risks such as: (i) effective legal redress in the local courts being more difficult to obtain, whether in respect of a breach of law or regulation, or in a contract or an ownership dispute; (ii) a higher degree of discretion on the part of governmental authorities and therefore less certainty; (iii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or (v) relative dearth of jurisprudence on post-apartheid legislation and by the judiciary and courts in such matters. Thus, there can be no assurance that contracts, joint ventures, licences, licence applications or other legal arrangements will not be adversely affected by the actions of applicable government authorities and the effectiveness of and enforcement of such arrangements in any jurisdiction. Any of the above events could delay or prevent operators of the Company's licence interests from exploring or developing their properties even if economic quantities of oil and/or gas are found and could have a material adverse impact upon the Company's foreign operations.

Political instability, changes in government, or shifts in regulatory priorities may result in amendments to hydrocarbon legislation, environmental regulations, or foreign investment policies. Such changes could increase compliance costs, restrict operational flexibility, or, in extreme cases, result in the revocation of licences. Furthermore, there is a risk of nationalization or expropriation of assets, which could lead to the loss of value without adequate compensation.

Risks of Foreign Operations

Exploration for and exploitation, production and sale of oil and/or gas in the Jurisdictions in which the Company operates, are subject to extensive laws and regulations, including complex tax laws and environmental laws and regulations. As such, the Company's operations could be significantly affected by risks over which it has no control. These risks may include risks related to economic, social or political instability or change, government intervention relating to the oil and/or gas industry, expropriation, actions by terrorist or insurgent groups, war, civil unrest, security issues, hyperinflation, currency non-convertibility or instability and changes of laws affecting foreign ownership or foreign investors, interpretation or renegotiation of existing contracts, government participation, taxation policies, including royalty and tax increases and retroactive tax claims, and investment restrictions, working conditions, rates of exchange, exchange control, exploration licencing, petroleum and export licencing and export duties, government control over domestic oil and/or gas pricing, currency fluctuations, devaluation or other activities that limit or disrupt markets and restrict payments or the movement of funds, the possibility of being subject to exclusive jurisdiction of foreign courts in connection with legal disputes relating to licences to operate and concession rights and difficulties in enforcing any rights the Company may have against a governmental agency because of the doctrine of sovereign immunity and foreign sovereignty over international operations. Problems may also arise due to the quality or failure of locally obtained equipment or technical support, which could result in failure to achieve expected target dates for exploration operations or result in a requirement for greater expenditures.

Legal systems

The legal systems in jurisdictions in which the Company might operate in the future may be different to the legal systems in more established economies, such as the UK, Canada or US, which could result in risks such as: (i) effective legal redress in the Courts of such jurisdictions being more difficult to obtain, whether in respect of a breach of law or in an ownership dispute; (ii) a higher degree of discretion on the part of Governmental authorities who may be susceptible to corruption; (iii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, order and resolutions; or (v) relative inexperience of the judiciary and Courts in such matters.

In certain jurisdictions the commitment of local business people, Government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to the Company's licences. There can be no assurance that joint ventures, licences, licence applications or other legal arrangements will not be adversely affected by the actions of Government authorities or otherwise and the effectiveness of and enforcement of such arrangements in these jurisdictions cannot be assured.

Inherent Risks relating to Fraud, Bribery and Corruption in the Jurisdictions in which the Company operates

Fraud, bribery and corruption are more common in some jurisdictions than in others. Doing business in international developing markets brings with it inherent risks associated with enforcement of obligations, fraud, bribery and corruption. In addition, the oil and/or gas industries have historically been shown to be vulnerable to corrupt or unethical practices.

The Company uses its best efforts to prevent the occurrence of fraud, bribery and corruption, but it may not be possible for the Company to detect or prevent every instance of fraud, bribery and corruption in every jurisdiction in which its employees, agents, sub-contractors or joint venture partners are located. The Company may therefore be subject to civil and criminal penalties and to reputational damage. Participation in corrupt practices, including the bribery of foreign public officials, by the Company, its subsidiaries or other predecessors in interest, whether directly or indirectly (through agents or other representatives or otherwise) may also have serious adverse consequences on the rights and interests of the Company, including but not limited to title to government contracts, licences and concessions.

Instances of fraud, bribery and corruption, and violations of laws and regulations in the jurisdictions in which the Company may operate could have a material adverse effect on its business, prospects, financial condition or financial performance. In addition, there is a risk that the Company could be at a commercial disadvantage and may fail to secure contracts within jurisdictions that have been allocated a low score on Transparency International's "Corruption Perceptions Index" to the benefit of other companies who may not have or comply with anti-corruption safeguards and practices.

Namibian Equitable Economic Empowerment Legislation

Namibia has introduced draft legislation, the New Equitable Economic Empowerment Bill ("NEEEB"), based on Namibian Constitutional principles, to provide for the advancement of Namibians previously disadvantaged by past discriminatory laws and practices and to provide redress for social, economic or educational imbalances arising therefrom. Prepared by the Office of the Prime Minister of Namibia, the NEEEB may form the basis for new legislation in Namibia to promote, facilitate and strengthen measures to implement the equitable economic empowerment and ancillary policies of the government. The framework is built on six pillars, including: Ownership; Management, Control and Employment Equity; Human Resources and Skills Development; Entrepreneurship Development and Marketing; Corporate Social Responsibility and Value Addition; and Technology and Innovation. Each of the pillars requires compliance, which is measured by designated weighting attached to each pillar. During the licence periods of the PELs, and of any future petroleum licences, the NEEEB may be promulgated as an Act of Parliament, setting out the general empowerment regulatory framework for Namibia. There is no assurance that the enacted legislation will not have adverse effects on the Company or on its business interests in Namibia.

Cautionary Note regarding Forward-Looking Information

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events and / or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements - shareholders should also refer to the section of this document entitled "Risk Factors".

Forward-looking statements	Assumptions	Risk factors
The Company will be able to remain a going concern and continue its business activities	The Company has anticipated all material costs; the operating and exploration activities of the Company for the twelve- months period ending December 31, 2026, and the costs associated therewith, will be consistent with the Company's current expectations regarding costs and timing	Unforeseen costs to the Company may arise; any particular operating cost increase or decrease from the date of estimate, including with respect to loss of or change in joint venture partners or in ability to secure joint venture partners, as applicable; changes in operating and exploration activities; changes in economic conditions; timing of expenditures
The Company may need to raise additional capital in order to meet its working capital needs	Financing will be available for future exploration and development of Sintana's private participation interests; the exploration and operating activities of the Company on a going forward basis, and the costs associated therewith, will be consistent with Sintana's current expectations; debt and equity markets; exchange and interest rates and other applicable economic conditions will be favourable to Sintana; availability of financing	Changes in debt and equity markets; timing and availability of external financing on acceptable terms; increases in costs; changes in operating and exploration activities; interest and exchange rates fluctuations; changes in economic conditions, planned operations and associated costs
The potential of Sintana's direct and indirect participation interests to contain hydrocarbons reserves that may and can be developed, produced and sold at rates and costs that result in an adequate financial return on invested capital	The actual results of exploration and development activities will be favourable; operating, exploration, development and production costs will not exceed expectations; the Company will be able to retain and attract skilled staff and joint venture partners, as necessary; all requisite regulatory and governmental approvals for exploration projects and other operations will be received on a timely basis upon terms acceptable to Sintana; applicable political and economic conditions will be favourable; market prices for hydrocarbons and applicable interest and exchange rates will be favourable; no legal disputes exist or arise with respect to the Company's private participation interests; Sintana's expectations regarding the potential of its participation interests to contain in hydrocarbons reserves	Price volatility for hydrocarbons; uncertainties involved in interpreting geological and geophysical data and Sintana's expectations regarding the conventional and unconventional plays and uncertainties in confirming valid private participation interests; the possibility that future exploration results will not be consistent with Sintana's expectations; inadequate financial returns on invested capital; increases in costs, including as a result of the loss of or change in joint venture partners or inability to secure joint venture partners, as applicable; environmental compliance and changes in environmental and other local legislation and regulation; interest and exchange rates fluctuations; changes in economic and political conditions; the Company's ability to retain and attract skilled staff and obtain all required permits in a timely manner on acceptable terms
Management's outlook regarding future trends	Financing will be available for exploration and operating activities; the market prices for hydrocarbons will be favourable; economic and political conditions will be favourable	Price volatility for hydrocarbons; changes in debt and equity markets; interest and exchange rates fluctuations; changes in economic and political conditions; availability of financing
Inter Oil, which indirectly holds limited working interests in five PELs in Namibia and Giraffe, which holds limited interests in one PEL in Namibia, will successfully explore and develop the PELs, and Challenger, which holds working interests in two licences in Uruguay, will successfully explore and develop the licences	Inter Oil, Giraffe and Challenger will continue to proceed with the projects; market prices of hydrocarbons will be favourable; all requisite permits, equipment, materials, supplies, services, partners, access and personnel will be obtained in a timely manner upon acceptable terms; proposed exploration and development activities and the costs associated therewith will occur as anticipated; actual results of exploration and development are positive; financing will be available upon acceptable terms, as applicable; political, contractual, regulatory and economic considerations will remain favourable	Price volatility for hydrocarbons; changes in debt and equity markets; increases in costs; interest rates and exchange rates fluctuations; changes in economic, contractual, regulatory and political conditions; availability of permits, equipment, materials, supplies, services, partners, access, personnel and financing; proposed exploration and development activities will not occur as anticipated; the success of neighbouring properties will not be consistent with the results of drilling on any of Inter Oil's and/or Giraffe's and/or Challenger's properties; actual results of exploration are inconsistent with expectations

Inherent in forward-looking statements are risks, uncertainties and other factors beyond Sintana's ability to predict or control. Additional risk factors are described in the "Risk Factors" section below. Readers are cautioned that the above table does not contain an exhaustive list of any and all relevant factors and / or assumptions that could affect forward-looking statements, and that assumptions underlying such statements might prove to be incorrect. Actual results and developments are likely to materially differ from those expressed or implied by forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, including regulatory, contractual and political risks, uncertainties and other factors that could cause Sintana's actual results, performance and / or achievements to be materially different from any of its projected results, performance and / or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly, or otherwise revise, any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law and / or regulation. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.