Criterium Energy, an independent upstream energy development and production company focused in Southeast Asia, is pleased to announce the restructuring of the acquisition of all the issued and outstanding shares of Mont D'Or Petroleum Limited ("MOPL") and proposed amendment to the sale and purchase agreement ("SPA").

Concurrently, the Company is also pleased to announce a C$15.3 million financing (the "Financing") led by Research Capital Corporation. The Financing consists of:

• an underwritten offering of 48,182,000 equity subscription receipts of the Company (the "Equity Subscription Receipts") at a price of C$0.11 per Equity Subscription Receipt for gross proceeds of approximately C$5.3 million by way of a short form prospectus in which the Company has today filed and been receipted for (the "Public Offering"). The Company will enter into an underwriting agreement with Research Capital Corporation as the sole underwriter and sole bookrunner (the "Underwriter") for the Public Offering. Each Equity Subscription Receipt will entitle the holder thereof to receive, without payment of any additional consideration and with no further action on the part of the holder thereof, one unit of the Company (a "Unit") upon satisfaction of certain Escrow Release Conditions (as defined below) prior to the Escrow Release Deadline (as defined below). Each Unit will consist of one Common Share in the capital of the Company (a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share (a "Warrant Share") at an exercise price of C$0.14 per Warrant Share until the date that is 60 months following the satisfaction or waiver of the Escrow Release Conditions;

• a convertible loan in the principal amount of C$10 million ("Convertible Loan").

If the Over-Allotment Option (as defined herein) and the Convertible Loan Option (as defined herein) is exercised in full for the Convertible Loan and Public Offering, the Company will receive aggregate gross proceeds of approximately C$17.6 million (US$12.8 million).

The Financing is anchored by a strategic investor participating for an aggregate of C$12.5 million, including the entirety of the C$10.0 million Convertible Loan and C$2.5 million in the Public Offering. Certain directors, officers and employees of the Company have provided indication of interests to participate in the Public Offering alongside other investors. It is anticipated that the Strategic Investor would hold approximately 17.06% of the issued and outstanding Common Shares and 43.32% on a fully diluted basis.

Acquisition Highlights

• Stable production base and cash flow with material near term, low-risk upside: MOPL holds 100% operating working interests in two production sharing contracts ("PSC") in Indonesia. The Tungkal PSC located onshore South Sumatra and the West Salawati PSC located in Southwest Papua collectively produce 1,050 bbl/d of oil, contain aggregate 2P Reserves of 4.7 MMbbl1 and have been independently valued at US$58 million (C$79.5 million) NPV10 after tax1.

• Establishes Criterium as an operator in the Southeast Asia region: Foundation for organic growth and asset consolidation. The Acquisition delivers on Criterium's strategy of consolidating a balanced portfolio of low-risk producing assets with tangible reinvestment opportunities in the form of production optimization, infill drilling, and step-out developments.

• Favourable acquisition metrics: The purchase price of US$26.5 million deliver the following metrics: Per flowing barrel: $25,300/boepd, Reserves: $5.6/2P bbl, Reserves and Resource: $2.5/2P+2C boe, EBITDA multiple 1.0x 2024 estimate of net operating income.

• Organic growth opportunities that can be realized within cashflow:

• Immediate production optimization resulting in 2-3x production growth: Identified work-over and infill drilling campaign commencing subsequent to the closing of the Acquisition provides expected production of 1,400 to 1,600 bbl/d in Q1 2024. Additional workover and drilling campaign in mid-2024 is expected to increase total production to 2,200 to 2,600 bbl/d and generate US$24 million to US$30 million (C$33 million to C$41 million) EBITDA in 20242 all within free cash flow.

• Gas monetization resulting in approximately 10 MMscf/d (1,600 boe/d): Criterium intends to monetize and convert to reserves Tungkal's 20 bcf1 of 2C Contingent Resource. Gas production of up to 10 MMscf/d (1,600 boe/d) is anticipated to be under contract by 2025 (management estimate).

• High impact, low-cost, exploration: Total Prospective Resources of 29 MMboe1, most notably contained in the Berkas (17 bcf + 6 MMbbl) and Cerah (26 bcf + 7 MMbbl) prospects which are near both oil and gas transportation infrastructure provide low-cost and quick transition from discovery to production. Management intends to confirm the prospectivity within the MOPL portfolio.

• Strong cash position: Upon closing of the Acquisition, the Company will have a cash balance of approximately US$8.2 million (C$11.2 million) after partial repayment of debt with certain MOPL's existing lenders (to reduce the total debt balance outstanding following completion of the Acquisition).

• Strategic shareholder: Upon closing of the Acquisition and satisfaction of certain escrow release conditions, the Strategic Investor will own approximately 50.1% of the common shares of the Company ("Common Shares"), on a fully diluted basis, which includes the assumed conversion of the Convertible Loan and the exercise of the Warrants (as defined herein) in the future.

• Assumption of favourable debt: Favourable weighted average interest rate of 7.95%. By the end of 2024, the debt to cash flow ratio is expected to decrease to less than 0.75x. Acquiring MOPL in consideration of assuming US$25.5 million of outstanding debt which Criterium will be reducing to US$15.8 million following the closing of the Acquisition through cash payments (US$4.8 million) and conversion to equity (US$2.5 million Common Shares at closing of the Acquisition and US$2.4 million converted in 20253).

Robin Auld, Chief Executive Officer of Criterium Energy
"Mont D'Or is a foundational acquisition for Criterium and establishes our Company as a reputable operator in Indonesia and Southeast Asia. By acquiring MOPL we integrate a seasoned team which safely operates 1,050 bbl/d that generates a stable and scalable cash flow base which we intend to grow rapidly. With the recently announced Tungkal PSC extension to 2042, we intend to execute annual drilling programs to fully realize MOPL's potential to deliver long-term sustainable production growth within cashflow while executing on accretive value catalysts.

"The restructured acquisition will solidify our balance sheet while providing us with the ability to execute our workover and drilling campaign, resulting in production growth and value creation for our shareholders all realized within free cash flow. The financing arrangements we announce today provide flexibility to execute our ambitious growth programs within MOPL and future acquisitions in the region. We have the experienced team needed to capture these opportunities and deliver significant value for our shareholders."

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