11:10:03 EDT Sat 20 Apr 2024
Enter Symbol
or Name
USA
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Softrock Minerals Ltd
Symbol SFT
Shares Issued 44,852,927
Close 2022-09-23 C$ 0.04
Market Cap C$ 1,794,117
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Softrock completes recapitalization, changes name

2022-09-26 20:41 ET - News Release

Mr. Robin Auld reports

CRITERIUM ENERGY LTD. (PREVIOUSLY SOFTROCK MINERALS LTD.) ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED RECAPITALIZATION TRANSACTIONS

Criterium Energy Ltd. has closed its previously announced non-brokered private placement, the appointment of a new management team, the reconstitution of the board of directors of the company and the change of the company's name from Softrock Minerals Ltd. to Criterium Energy Ltd.

Private Placement

The Private Placement was oversubscribed and accordingly, the Company issued an aggregate of approximately 134.5 million units of the Company ("Units") for gross aggregate proceeds of approximately $5.4 million. Each Unit was comprised 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 Company's July 12, 2022 press release.

The Company paid each of 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 purchasers (the "Finder's Purchasers") to the Company. The Commission was comprised of: (i) a cash fee equal to 5.0% of the gross proceeds received by the Company from the Finder's Purchasers; and other than in the case of iA Capital Markets, (ii) such number of warrants equal to 5.0% of the number of Units issued to the Finder's Purchasers (the "Finder's Warrants"). Although not issued under the Warrant Indenture, the Finders' Warrants have substantially the same terms and conditions as the Warrants issued under the Private Placement other than such changes as required to comply with the policies of the TSX Venture Exchange (the "TSXV"). An aggregate of 1,277,500 Finder's Warrants were issued and an aggregate of $52,100 in cash was paid to the Finders.

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 supporting the New Management Team's strategy of building a portfolio of free cash flow generating assets with the ability to generate returns for shareholders.

New Management Team and Reconstituted Board

The New Management Team, which was appointed concurrently with the completion of the Private Placement, includes Robin Auld as President and Chief Executive Officer, Matthew Klukas as Chief Operating Officer, Henry Groen as Chief Financial Officer, and Hendra Jaya as Director, Indonesia. Following the reconstitution of the Board, the Board now consists of two new directors, Robin Auld and Brian Anderson, and one continuing director, Michele Stanners.

Severance Shares

In connection with the Recapitalization Transactions, the former executives of Softrock received severance payments comprised 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 taxes on the Severance Shares.

Following the completion of the Private Placement and the issuance of the Severance Shares, there are approximately 181.1 million Common Shares issued and outstanding.

Name Change

Immediately following the completion of the Recapitalization Transactions, the Company filed all necessary documents with the Alberta Corporate Registry to complete the Name Change. The Company expects that the Common Shares will begin trading under the new name and the 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 steps to exchange their share certificates or direct registration system statements as a result of these changes.

Security-Based Equity Incentives

Criterium also announces that pursuant to its share award incentive plan ("Share Award Plan"), an aggregate of 12.75 million restricted awards were granted to certain officers of the Company. The restricted awards vest as to one-third on each of September 26, 2023, September 26, 2024, and September 26, 2025 and expire December 15, 2025. The restricted awards may be settled by Criterium, at the Company's sole discretion, in cash and/or Common Shares, in accordance with the terms of the Share Award Plan.

In addition, the Company announces that pursuant to its amended and restated option plan, an aggregate of 750,000 options to purchase Common Shares ("Options") were granted to an officer of the Company. Each Option is exercisable for one Common Share at a price of $0.04 per Common Share until September 26, 2027.

About Criterium Energy Ltd.

Criterium Energy Ltd. is an upstream energy company focused on the acquisition and sustainable development of assets in SE Asia that are capable of scalable growth and cash generation. The Company focuses on maximizing total shareholder return by executing on three strategic pillars, (1) Successful and sustainable reputation, (2) Innovation and technology arbitrage, and (3) Operational and safety excellence.

We seek Safe Harbor.

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