/NOT FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./
CALGARY, AB, Sept. 28, 2022 /CNW/ – Mr. Stuart McDowall announces that as a result of the completion of Criterium Energy Ltd.’s (formerly Softrock Minerals Ltd.) (the “Company“) previously announced private placement (“Private Placement“), Mr. McDowall now owns less than 10% of the issued and outstanding common shares of the Company (“Common Shares“). The Private Placement, completed on September 26, 2022, resulted in the issuance of approximately 134.5 million units of the Company (the “Units“) at a price of $0.04 per Unit for gross aggregate proceeds of approximately $5.4 million. Each Unit was comprised of one Common Share and one common share purchase warrant (“Recapitalization Warrants“). The Recapitalization Warrants are subject to certain vesting requirements and may not be exercised until such time as the Company has completed a consolidation of the Common Shares as previously disclosed in the Company’s July 12, 2022 press release. The Private Placement was completed in connection with the appointment of a new management team, the reconstitution of the board of directors of the Company (collectively, the “Recapitalization Transactions“) and the change of the Company’s name from Softrock Minerals Ltd. to Criterium Energy Ltd.
Pursuant to the Private Placement, Mr. McDowall acquired 7,385,160 Units. In addition Mr. McDowall was also issued 446,581 Common Shares at a deemed price of $0.04 per Common Share as a partial severance payment (the “Severance Shares“) in connection with the Recapitalization Transactions. Upon completion of the Recapitalization Transactions, Mr. McDowall beneficially owns or controls, directly and indirectly: (i) 14,373,741 Common Shares, representing approximately 7.94% of the issued and outstanding Common Shares; (ii) 7,385,160 Recapitalization Warrants; and (iii) 2,554,000 warrants exercisable at an exercise price of $0.05 per Common Share expiring on June 15, 2023 (the “2023 Warrants“). Assuming the full exercise of the 2023 Warrants held, directly and indirectly, by Mr. McDowall and that no other outstanding convertible securities of the Company are exercised at such time, Mr. McDowall would beneficially own or control, directly and indirectly, 16,927,741 Common Shares, representing approximately 9.22% of the then outstanding Common Shares.
Mr. McDowall acquired the subject securities of the Company for investment purposes. Mr. McDowall may, depending on market and other conditions, increase or decrease his ownership of Common Shares or other securities of the Company, whether in the open market, by privately negotiated agreement or otherwise subject to compliance with applicable securities laws and contractual restrictions.
This press release does not constitute an offer of the securities of the Company for sale in the United States or in any jurisdiction in which such offer or sale would be unlawful. Neither the Common Shares nor any other securities of the Company have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under that act.
For additional information or to obtain a copy of the applicable early warning report to be filed by Mr. McDowall in connection with the foregoing, please contact:
c/o Suite 1120, 202 – 6th Avenue S.W.
Calgary, AB T2P 2R9
Criterium Energy Ltd.
Suite 1120, 202 – 6th Avenue S.W.
Calgary, AB T2P 2R9
Robert (Robin) Auld, President and Chief Executive Officer, (403) 615-5609
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Criterium Energy Ltd.