Amendments to its By-Laws
Sintana Energy Inc. has amended its by-laws to comply with AIM Rules, requiring significant shareholders holding 3% or more of any AIM security class to notify the company of their holdings and any changes exceeding a single percentage point within two business days. Failure to comply may result in restrictions on voting rights, dividend receipt, and share transfers. These amendments are currently in effect but require shareholder ratification at the next annual meeting and final acceptance by the TSX Venture Exchange.
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Sintana Energy Inc. (TSXV: SEI, AIM: SEI, OTCQX: SEUSF) (the "Company" or "Sintana") announces that its board of directors (the "Board") has approved amendments to the Company's By-Law No. 1 (the "By-law Amendments") in order to, amongst other things, comply with the AIM Rules for Companies (as published by the London Stock Exchange plc, as amended from time to time) (the "AIM Rules") following the Company's admission to trading on the AIM Market of the London Stock Exchange ("AIM") on December 23, 2025.
The By-law Amendments are intended to implement certain AIM-related shareholder disclosure and enforcement requirements that are not reflected in the same manner under Canadian securities rules, as well as modernize certain director residency requirements to better align with changes made to the Business Corporations Act (Alberta) since the original by-laws came into effect.
With respect to AIM compliance, the By-law Amendments require persons with direct or indirect holdings of 3% or more of any class of AIM securities of the Company (a "significant shareholder"), including through a combination of shares, depositary interests and qualifying financial instruments, to notify the Company of certain information without delay (and in any event within two business days) of becoming a significant shareholder, including, but not limited to, (i) the percentage of its holding and the date on which the relevant threshold was reached or crossed; (ii) if applicable, the chain of controlled undertakings through which the AIM security is effectively held; (iii) the identity of the significant shareholder; (iv) the price, amount and class of shares or depositary interest concerned; and (v) the nature of the transaction giving rise to the notification. The By-law Amendments also require further notification from a significant shareholder each time such holdings above 3% increase or decrease through any single percentage point.
If a significant shareholder fails to comply with these disclosure requirements, the By-law Amendments provide for consequences that include restrictions on the right to attend and vote at shareholder meetings and, in the case of larger holdings, restrictions on the receipt of dividends and the ability to transfer shares, subject to limited exceptions.
Regulatory Approvals
Under the Business Corporations Act (Alberta), the Board may make, amend or repeal the Company's by-laws by resolution. Accordingly, the By-law Amendments are currently in effect. To remain effective, the By-law Amendments must also be ratified by a majority of the Company's shareholders. The full text of the By-law Amendments will be placed before the Company's shareholders at the next annual meeting, where the shareholders will be asked to consider and vote on the By‑law Amendments. If the By‑law Amendments are approved by a majority of shareholders eligible to vote at the meeting, they will continue in force without interruption. If they are not approved, the By‑law Amendments will cease to have effect following the meeting, and the Company's previous by‑laws will be reinstated automatically.
The By-law Amendments also remain subject to final acceptance by the TSX Venture Exchange.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.