Criterium Energy Ltd. (TSXV:CEQ) executed a sale and purchase agreement to acquire Mont D'Or Petroleum Ltd. (MOPL) from Tourmalet Holdings Ltd. and others for $33.4 million on June 14, 2023. Criterium Energy will assume $32.5 million of outstanding debt which Criterium will reduce to $19.7 million post-closing through cash payments ($7.9 million) and conversion to equity ($2.5 million Common Shares at closing and $2.4 million converted in 2025). As set forth in the SPA, Criterium has committed to the following payments and issuance of securities upon closing - a nominal fee of $1 payable to the current MOPL shareholders, the issuance of Common Shares equivalent to $1 million to Tourmalet, cash payment of $7.9 million to MOPL to be distributed to current MOPL lenders, issuance of Common Shares and/or convertible notes equivalent to $5.75 million to select MOPL lenders and working capital injection into MOPL of approximately $8 million. The Common Shares equivalent to $1 million to Tourmalet are in satisfaction of the fee payable by MOPL to Tourmalet for negotiating write-downs to current MOPL lenders. The acquisition is subject to Criterium successfully completing the Public Offering and receiving TSXV approval for the acquisition. As of August 11, 2023, Criterium Energy anticipates that all necessary approvals will be received in due course and is extending the expected closing date of the transaction to on or before the week of September 25, 2023. As of August 30, 2023, Criterium will be unable to proceed with the acquisition on the terms and conditions currently contemplated in the definitive agreement. Criterium intends to initiate discussions with the MOPL shareholders and stakeholders to align the acquisition terms to be accretive to Criterium's valuation in the context of the current market conditions. Should these discussions result in acceptable terms, Criterium may announce revised financing terms and conditions, otherwise it will consider alternative acquisition opportunities. As of September 22, 2023, the acquisition was restructured and post an amendment to the sale and purchase agreement a fresh financing was undertaken. The financing comprises of an offering of $3.9 (CAD 5.3 million)and $7.4 million (CAD 10 million) convertible loan. As of October 4, 2023, Criterium Energy is increasing the size of its financing for aggregate gross proceeds of approximately $13.74219 million (CAD 18.9 million) consisting equity subscription receipt for gross proceeds of approximately $4.87157 (CAD 6.7 million) and convertible loan of $8.87062 million (CAD 12.2 million). The acquisition is subject to Criterium successfully completing the financing and receiving TSXV approval. As of November 7, 2023, the public offering was closed.

Criterium Energy Ltd. (TSXV:CEQ) cancelled the acquisition of Mont D'Or Petroleum Ltd. (MOPL) from Tourmalet Holdings Ltd. and others on August 30, 2023.