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Criterium Energy Ltd. 
Listed Company 

BULLETIN V2024-1232
CRITERIUM ENERGY LTD. ("CEQ")
BULLETIN TYPE: Prospectus-Unit Offering
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company

The Company's Prospectus dated October 19, 2023 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the Alberta Securities Commission, pursuant to the provisions of the Alberta Securities Act. This receipt also evidences that the Ontario Securities Commission has issued a receipt for the Prospectus. The Prospectus has been filed under Multilateral Instrument 11-102 Passport System in British Columbia, Saskatchewan, Manitoba, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador. A receipt for the Prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.

TSX Venture Exchange has been advised that closing occurred on November 7, 2023, for gross proceeds of $6,700,100.

Underwriter: Research Capital Corporation

Offering: 60,910,000 subscription receipts ("Subscription Receipt"). Each Subscription Receipt will be exchanged for 1 unit ("Unit"). Each Unit consists of 1 common share ("Common Share") and 1 warrant ("Warrant").

Subscription Receipt Price: $0.11 per Subscription Receipt

Warrant Exercise Price/Term: $0.14 per Warrant for 5-year period

Underwriters' Commission: Cash commission of $349,576 and 3,177,774 broker warrants ("
Broker Warrants"). Each Broker Warrant entitles the holder acquire 1 Unit, consisting of one Common Share and Warrant. Each Warrant entitles the holder to acquire an additional common share for $0.14 for a period of 5-years.

Over-Allotment Option: The Company granted the Underwriter an option to purchase an additional 9,136,500 Subscription Receipt at $0.11 per Subscription Receipt for gross proceeds of $1,005,015, which expired December 7, 2023. No Over-Allotment Options were exercised.

The Subscription Receipts are governed by the terms and conditions of a subscription receipt agreement dated November 3, 2023 and amendment to subscription receipt agreement dated January 2, 2024, among the Company, Odyssey Trust Company and Research Capital Corporation, and were issued pursuant to the Company's Prospectus.

For further information, please refer to the Prospectus dated October 19, 2023, and the Company's news releases dated September 22, 2023, October 5, 2023, October 21, 2023, November 7, 2023, December 18, 2023, and January 4, 2024, which are available under the Company's profile on SEDAR+.

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