Mr. Robin Auld reports

CRITERIUM ENERGY ANNOUNCES CLOSING OF MONT D'OR ACQUISITION

Criterium Energy Ltd. has closed the previously announced acquisition of all issued and outstanding shares of Mont D'Or Petroleum Ltd. (MOPL). For further information on the acquisition, please see Criterium's news release dated Dec. 18, 2023.

Related to the acquisition, the company advanced the following consideration in connection with the closing of the acquisition:

1. A $1 (U.S.) payment to current MOPL shareholders;
2. Issuance of 10,821,273 common shares at 11 cents/share to Tourmalet Holdings Ltd. in satisfaction of the fee payable by Criterium to Tourmalet for negotiating potential writedowns to current MOPL lenders;
3. Issuance of 27,053,182 common shares at 11 cents/share to one of MOPL's lenders in exchange for the retirement of $2.25-million (U.S.) of debt;
4. A convertible note equivalent to approximately $3-million (U.S.) to one of MOPL's lenders.

The net proceeds from the equity financing pursuant to the previously announced public offering that was completed on Nov. 7, 2023, will be used for working capital to execute the company's upcoming workover and development drilling campaign. As a result of the satisfaction of the escrow release conditions under the subscription receipt agreement entered into among the company, Research Capital Corp. (RCC) and Odyssey Trust Company, 60.91 million subscription receipts under the offering were converted, without payment of any additional consideration and with no further action on the part of the holder thereof, into one unit of the company. Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share at an exercise price of 14 cents per warrant share until the date that is 60 months following issuance.

In accordance with National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, RCC announced today that it has acquired 21,670,500 units for a total consideration of $2,383,755 and was issued 2,960,193 broker warrants (each exercisable for a unit) pursuant to the offering. Prior to the offering, RCC did not own or control any common shares or warrants. Following the completion of the offering, RCC beneficially owns and controls 21,670,500 common shares, and 27,590,886 common share purchase warrants of the company representing approximately 15.6 per cent of the outstanding common shares on a non-diluted basis and approximately 29.6 per cent on a partially diluted basis assuming the exercise of such warrants. RCC has provided an undertaking to the company confirming it will not exercise its common share purchase warrants to the extent that such exercise would cause RCC to hold more than 20 per cent of the issued and outstanding common shares.

The securities were acquired by RCC for investment purposes. RCC has a long-term view of the investment and may acquire additional securities of the company, including on the open market or through private acquisitions, or sell securities of the company, including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors. A copy of RCC's early warning report will appear on the company's profile on SEDAR+ and may also be obtained by calling 416-860-8642.

About Criterium Energy Ltd.

Criterium Energy is an upstream energy company focused on the acquisition and sustainable development of assets in Southeast Asia that can deliver scalable growth and cash generation. The company focuses on maximizing total shareholder return by executing on three strategic pillars, namely: (1) successful and sustainable reputation; (2) innovation and technology arbitrage; and (3) operational and safety excellence.

We seek Safe Harbor.