Mr. Robert Bose reports

EXECUTION OF DEFINITIVE AGREEMENT TO ACQUIRE UP TO 67% OF GIRAFFE ENERGY - EXPANSION OF ORANGE BASIN PLATFORM IN NAMIBIA & CREATION OF COMMUNITY TRUST

Sintana Energy Inc. has entered into a definitive agreement dated effective April 24, 2024, with Crown Energy Pty. Ltd., a private Namibian company, providing for the acquisition by the company from Crown of up to 67 per cent of the issued and outstanding shares of Giraffe Energy Investments Pty. Ltd. Giraffe is the owner of a 33-per-cent interest in petroleum exploration licence 79 (PEL 79) which governs blocks 2815 and 2915 located inboard of blocks operated by BW Energy, Rhino Resources and Shell. The National Petroleum Corp. of Namibia (NAMCOR) is currently the operator with a 67-per-cent interest in PEL 79.

Highlights

The acquisition provides Sintana with an attractive entry into a high-impact licence with significant upside. It allows Sintana to further expand its exposure to Namibia's Orange basin, emerging as the world's next hydrocarbon province.

PEL 79 presents a unique opportunity to expand Sintana's exposure to Namibia's Orange basin:

• One of the last remaining licences not operated by a private operator;
• Emerging regional exploration dynamic focused on oil prospectivity:
  • BW Energy acquired 4,600 square kilometres of new 3-D seismic over PEL 3, located directly west of PEL 79, in 2023 and has moved to initiate an oil-focused exploration campaign;
  • Rhino Resources, operator of PEL 85 which sits directly outboard to the west of the southern reach of PEL 79, is progressing with the planning and contracting of a two-well campaign further to an application to drill up to 10 wells;
  • Emerging regional exploration dynamic focused on oil prospectivity.
• Significant existing 2-D and 3-D coverage supports a material existing prospect inventory -- recent discoveries, including at Mopane, provide opportunities to deploy new approaches and new insights on potential:
  • Over 4,760 kilometres of 2-D seismic, 1,137 square km of 3-D seismic and one well with gas shows (Kudu source rock).
• Limited work program commitments through remaining licence period.

Through an emerging partnership with Quantum Xploration Inc. (QXI) associated with the acquisition, Sintana deepens its technical, operational and in-country capabilities in Namibia which position the company for additional opportunities and growth. QXI is led by Mark Stearns, who was previously asset general manager for Galp Energia in Namibia from 2017 to 2023, leading all upstream operations in-country, including on PEL 83, home to the multiple light-oil discoveries in the Mopane complex announced during Q1 of 2024. Together Sintana and QXI will focus on working with NAMCOR to identify and harness the opportunities and value of PEL 79.

"We are pleased to announce the potential expansion of our Orange basin platform through the acquisition of a significant stake in Giraffe Energy. Together with our partners at QXI and Giraffe, we look forward to working with NAMCOR to fully realize the significant geologic, commercial and strategic value of PEL 79," said Robert Bose, chief executive officer and board member of Sintana Energy.

"We are pleased to welcome Sintana, together with QXI, to Giraffe Energy," said Jeremy Hangula, director of Giraffe. "Our combined resources position us to capture the unique value of PEL 79," he added.

"As the Orange basin continues to deliver outstanding exploration success, we are delighted to work with Sintana and Crown to enhance the technical and operational capabilities at Giraffe. We look forward to supporting NAMCOR with their continuing efforts to unlock the full exploration potential of this highly prospective licence," said Mark Stearnes, CEO of QXI.

In conjunction with the acquisition, an 8-per-cent interest in Giraffe's common equity will be contributed to a community trust. This contribution, initiated and supported by the Knowledge Katti Foundation, will establish the first vehicle of its kind in Namibia providing a direct mechanism to bring the benefits of the oil and gas industry to local communities.

"We are grateful for the efforts of the Giraffe owners and to the Knowledge Katti Foundation for this groundbreaking initiative. It underscores the importance of ensuring the benefits and opportunities of this emerging industry are shared broadly shared with the local communities," said Neville Andre, Governor of Erongo.

"The Knowledge Katti Foundation is proud to play an instrumental role in this initiative ensuring that local communities, initially in Erongo and then expanding to include Karras, are participants in the benefits and outcomes of the oil and gas industry as Namibia emerges as one of the world's great hydrocarbon provinces," said Knowledge Katti, founder of the Knowledge Katti Foundation.

Transaction overview

The acquisition is structured as an initial purchase of 49 per cent of the issued and outstanding shares of Giraffe from Crown Energy which, prior to the acquisition, was the owner of 100 per cent of the issued and outstanding shares of Giraffe, for cash consideration of $2-million (U.S.). The company proposes to finance the cash consideration from resources on hand.

Further, Sintana retains an option to increase its ownership up to 67 per cent of Giraffe any time over the five years following closing based on the shares issued and outstanding at the time of the option exercise for an additional cash payment at the time of exercise of $1-million (U.S.).

The acquisition remains subject to the satisfaction of various closing conditions and the receipt of all applicable approvals, including, without limitation, the approval of the TSX Venture Exchange. Further details regarding approval of the acquisition and other corporate matters will be announced by the company in due course.

About Sintana Energy Inc.

The company is currently engaged in petroleum and natural gas exploration and development activities on five large, highly prospective, onshore and offshore petroleum exploration licences in Namibia, and in Colombia's Magdalena basin.

We seek Safe Harbor.