BULLETIN V2024-1231
CRITERIUM ENERGY LTD. ("CEQ")
BULLETIN TYPE: Share Purchase Agreement
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to the Sale and Purchase Agreement dated June 14, 2023, Amending Agreement to the Sale and Purchase Agreement dated October 6, 2023, and Second Amending Agreement to the Sale and Purchase Agreement dated December 18, 2023 (collectively the "Agreements") where by Criterium Energy Ltd. (the "Company") has acquired all the issued and outstanding shares of Mont D'Or Petroleum Ltd. ("MOPL") for consideration of US$1 and issued 10,821,273 common shares to a major shareholder of MOPL as a Success Fee for successfully negotiating existing MOPL debt. In conjunction with the consideration being paid, the Agreements includes the following to a group of existing MOPL lenders (the "Lenders"): i) firm write-down of US$500,000 and potentially up to US$4,300,000 in write-downs of existing MOPL debt, and ii) the reduction of existing MOPL debt by making an aggregate cash payment of US$4,060,000, issuance of 22,235,055 common shares of the Company at closing to a certain lender (the "Lender"), and issuance of a convertible note to common shares of the Company valued at approximately US$3,000,000 with maturity date of December 31, 2025. Each common share issued to the Lender is subject to one (1) contingency payment right that entitles the Lender to a cash payment from Company on the third anniversary of the common shares issuance date (the "Issuance Date") equal to the sum of the market price at the time of issuance (the "Issuance Price") plus the product of the Issuance Price multiplied by fifteen percent per annum from the Issuance Date, the total payout amount is dependent to the remaining number of common shares held by the Lender at the date of maturity. The Company paid a non-refundable deposit of US$200,000 to the shareholders of MOPL. Upon closing of the transaction, MOPL will become a wholly owned subsidiary of the Company. The transaction is arm's length in nature. MOPL holds 100% interest in the Tungkal
For further details, please refer to the Company's news releases dated September 22, 2023, October 5, 2023, October 21, 2023, November 7, 2023, December 18, 2023, January 4, 2024 and April 26, 2024.
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