Criteria Energy Ltd. (formerly Softrock Minerals Ltd.) Announces Closing of Previously Announced Recapitalization Transactions


CALGARY, Alta., September 26, 2022 /CNW/ – Criterium Energy Ltd. (“Criterium” or the “Company”) (TSXV: SFT) is pleased to announce the closing of its previously announced non-brokered private placement (the “Private Placement”), the appointment of a new management team (the ” new management team”), the reconstitution of the Company’s board of directors (the “Board”) (collectively, the “Recapitalization Transactions”) and the change of the Company’s name from Softrock Minerals Ltd. to Criterium Energy Ltd (the “Name Change”).

Private placement

The private placement was oversubscribed and as a result the Company issued an aggregate of approximately 134.5 million Company Units (“Units”) for aggregate gross proceeds of approximately $5.4 million. Each Unit consisted of one common share of the Company (“Common Share”) and one common share purchase warrant (“Warrant”). The Warrants were issued pursuant to an indenture (the “Warrant Indenture”) on the terms previously announced in the July 12, 2022 Press release.

The Company has paid Echelon Wealth Partners Inc., Canaccord Genuity Corp., Haywood Securities Inc. and iA Capital Markets (collectively, the “Finders”) a commission (the “Commission”) for their role in introducing buyers (the “Finder’s Buyers”) to the Company. The commission consisted of: (i) a cash fee equal to 5.0% of the gross proceeds received by the company from the buyers of the intermediary; and except in the case of iA Capital Markets, (ii) a number of warrants equal to 5.0% of the number of units issued to purchasers of the intermediary (the “Intermediary Warrants”) . Although not issued under the Warrant Indenture, the Introducers’ Warrants have substantially the same terms and conditions as the Warrants issued under the Private Placement, except changes required to comply with the policies of the TSX Venture Exchange (the “TSXV”). A total of 1,277,500 Finder’s Warrants have been issued and a total of $52,100 cash was paid to the Finders.

The net proceeds from the private placement will be used to increase Criterium’s working capital position which will be used for general corporate purposes, future acquisitions of upstream energy assets and to support the strategy of the new management team. consisting of building a portfolio of assets generating free cash flow with the ability to generate returns for shareholders.

New management team and reconstituted board of directors

The new management team, which was appointed concurrently with the completion of the private placement, includes Robin Aud as President and Chief Executive Officer, Matthew Klukas as Chief Operating Officer, Henry Green as Chief Financial Officer, and Hendra Jaya as a director, Indonesia. Following the reconstitution of the Board, the Board is now composed of two new directors, Robin Aud and Brian Andersonand a permanent director, Michèle Stanners.

Starting actions

In connection with the recapitalization transactions, former Softrock executives received severance payments consisting of an aggregate of 1,786,324 common shares (the “Severance Shares”) issued at a deemed price of $0.04 per common share and a cash payment equal to the applicable withholding tax on the original shares.

Following the completion of the Private Placement and the issuance of the Departing Shares, there are approximately 181.1 million common shares issued and outstanding.

Name change

Immediately upon completion of the Recapitalization Transactions, the Company filed all necessary documents with the Alberta Companies Registry to complete the name change. The Company anticipates that the Common Shares will begin trading under the new name and symbol “CEQ” on the TSXV within the next three trading days. The Company’s new CUSIP number is 226747103. Shareholders are not required to take any action to redeem their share certificates or DRS statements as a result of these changes.

Equity-Based Equity Incentives

Criterium also announces that under its stock incentive plan (“Share Award Plan”), a total of 12.75 million restricted awards have been granted to certain officers of the Company. Restricted awards vest at the rate of one-third on each of the September 26, 2023, September 26, 2024and September 26, 2025 and expires December 15, 2025. Restricted awards may be settled by Criterium, at the Company’s sole discretion, in cash and/or common stock, in accordance with the terms of the stock award plan.

In addition, the Company announces that under its Amended and Restated Option Plan, a total of 750,000 options to purchase common shares (“Options”) have been granted to an officer of the Company. Each option is exercisable for one common share at a price of $0.04 per ordinary share up to September 26, 2027.

About Criterium Energy Ltd.

Criteria Energy Ltd. is an upstream energy company focused on the acquisition and sustainable development of assets in South East Asia that are capable of scalable growth and cash generation. The Company is focused on maximizing total shareholder return through three strategic pillars, (1) a successful and enduring reputation, (2) innovation and technology arbitrage, and (3) excellence operational and safety.

This press release does not constitute an offer of securities for sale in United States. The securities have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in United States lack of registration or exemption from registration. This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the securities in any state where such offer, solicitation or sale would be unlawful.

Caution Regarding Forward-Looking Statements

This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. Use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plan “, “intend” and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this press release contains statements regarding the intended use of the net proceeds of the Private Placements, the strategic plans of the New Management Team, including its plans to build a portfolio of assets generating free cash flow with the ability to generate returns for the Company’s shareholders, the symbol under which the Company expects the Common Shares to trade on the TSX Venture Exchange and the expected timing of trading ordinary shares. Although Criterium believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as Criterium cannot guarantee that they will prove to be correct. Because forward-looking statements address future events and conditions, they, by their very nature, involve inherent risks and uncertainties. Criterium’s intended use of the net proceeds from the private placements could change if the new management team determines that it would be in Criterium’s best interest to deploy the proceeds for other purposes.

Factors that could cause actual results to differ from the forward-looking statements or affect the Company’s operations, performance, development and results of business include, among others: risks and assumptions associated with operations; the risks inherent in the Company’s future operations; increases in maintenance, operating or financing costs; the availability and price of labour, equipment and materials; competitive factors, including competition from third parties in the areas in which the new management team intends to operate, pricing and supply and demand pressures in the oil and gas industry; currency and interest rate fluctuations; inflation; the risks of war, hostilities, civil insurrection, pandemics (including COVID-19), instability and political and economic conditions in or affecting the countries in which the new management team intends to operate (including the ongoing Russian-Ukrainian conflict); extreme weather conditions and risks related to climate change; terrorist threats; risks associated with technology; changes in laws and regulations, including environmental, regulatory and tax laws, and the interpretation of these changes in the future activities of the Company; availability of adequate levels of insurance; difficulty in obtaining necessary regulatory approvals and the maintenance of such approvals; general economic and business conditions and markets; and all other similar risks and uncertainties. The impact of any assumption, risk, uncertainty or other factor on any forward-looking statement cannot be determined with certainty because they are interdependent and the Company’s future course of action depends on the assessment of all information available at the relevant time.

With respect to the forward-looking statements contained in this press release, the Company has made assumptions regarding, among other things: the COVID-19 pandemic and its duration and impact; future exchange rates and interest rates; commodity supply and demand; inflation; the availability of capital on satisfactory terms; the availability and price of labor and materials; the impact of increasing competition; general economic and financial market conditions; access to capital; the receipt and timing of regulatory and other required approvals; the ability of the new management team to execute its business strategies; maintaining existing and proposed tax regimes; and the effects of regulation by government agencies.

The forward-looking statements contained in this press release are made as of the date hereof, and the parties undertake no obligation to update or revise any forward-looking statements or information, whether as a result of new information, events future or otherwise, except as required by applicable securities laws.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Criterium Energy Ltd.


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