Criterium Energy Ltd.

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2022
INFORMATION CIRCULAR – PROXY STATEMENT
DATED APRIL 26, 2023
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WITH RESPECT TO THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF CRITERIUM ENERGY LTD.

May 24, 2023 at 2:00 p.m. (MDT)

3[RD] Floor, Manulife Place, 707-5[TH] STREET S.W., Calgary, Alberta T2P 1V8

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ABOUT CRITERIUM ENERGY LTD.

Criterium is an oil and gas exploration and production company focused on building a South East Asia focused business. We are guided by our three strategic pillars,

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Criterium has an extensive network of relationships in South East Asia and together with its highly motivated and committed management team will continue to build a sustainable and profitable portfolio of assets. The Company intends to deliver on its strategic pillars while maximizing both stakeholder and shareholder returns.

Learn more by visiting our website at https://www.criteriumenergy.com .

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS ................................... 5 MANAGEMENT INFORMATION CIRCULAR ............................................................................................ 7 PART I - VOTING AND OTHER INFORMATION ....................................................................................... 8 SOLICITATION OF PROXIES ........................................................................................................................ 8 VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES ............................................................. 9 APPOINTMENT AND REVOCATION OF PROXIES ....................................................................................... 9 EXERCISE OF DISCRETION BY PROXY HOLDERS ......................................................................................... 9 ADVICE TO BENEFICIAL HOLDERS OF SECURITIES ................................................................................... 10 PART II - BUSINESS OF THE MEETING .................................................................................................. 11 MATTERS TO BE ACTED UPON AT THE MEETING ................................................................................... 11 PART III - EXECUTIVE COMPENSATION ............................................................................................... 20 STATEMENT OF EXECUTIVE COMPENSATION ......................................................................................... 20 PART IV - CORPORATE GOVERNANCE AND AUDIT COMMITTEE DISCLOSURE ...................................... 20 PART V - OTHER INFORMATION ......................................................................................................... 23 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON............................. 23 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS .............................. 23 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .................................................................... 24 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ......................................................... 24 AUDITORS OF THE CORPORATION .......................................................................................................... 24 MANAGEMENT CONTRACTS ................................................................................................................... 24 ADDITIONAL INFORMATION ................................................................................................................... 24 SCHEDULE “A”.................................................................................................................................... 25 SCHEDULE “B” .................................................................................................................................... 31

LETTER TO SHAREHOLDERS

April 26, 2023

To our Fellow Shareholders:

2022 was a transformational year that saw Softrock Minerals Ltd. reemerge as Criterium Energy Ltd., this change in combination with a fresh focus, new management team and initial capital have set in motion a new direction for the Company. The new direction focuses on three strategic pillars, 1) our successful and sustainable reputation, 2) innovative subsurface approach, and 3) operational excellence.

With this initial capital, Criterium was able to execute its first asset acquisition and prove that it is capable of executing on its strategy, and future business in South East Asia. The acquisition of the Bulu PSC was a key step for Criterium to not only begin creating its sustainable, stable and growing portfolio but also to advance its commitment to operational excellence and innovative approaches as it strives to optimize development of the PSC prior to FID.

Our achievement in a short time is a testament to the incredible work and commitment of our founding employees. Criterium wishes to thank its staff, contractors and Board for their continued support that has been critical in implementing our new strategy as a South East Asia focused development and production company.

I am especially grateful to the previous Softrock directors for their support and partnership over the past six months as we transitioned the company to Criterium Energy.

Building on our early success, we look forward to continuing to advance our plans for growth and deliver exceptional results for all stakeholders and shareholders.

(signed) “ Robin Auld ”

Robin Auld

President & CEO

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NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 24, 2023

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Criterium Energy Ltd. (the “ Corporation ” or “ Criterium ”) will be held at 3[rd] Floor Conference Centre, Manulife Place, 707-5[th] Street SW, Calgary, Alberta T2P 1V8 on Wednesday May 24, 2023 at 2:00 P.M. (Mountain Time), for the following purposes:

To receive and consider the consolidated financial statements of the Corporation and auditors’ report thereon for the year ended December 31, 2022;
To fix the number of directors to be elected at the Meeting at four (4);
To elect the directors of the Corporation for the ensuing year;
To appoint MNP LLP as the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix their renumeration as such;
To consider, and if deemed appropriate, approve a special resolution authorizing and approving, at the discretion of the board of directors, the filing of Articles of Amendment to consolidate the issued and outstanding Common Shares of Criterium on the basis of up to ten (10) pre-consolidation Common Shares for every one (1) post-consolidation Common Share, as more particularly described in the accompanying circular; and
To transact such other business as may properly come before the Meeting or any adjournment(s) thereof.

Shareholders are referred to the accompanying management information circular dated April 26, 2023 for more information with respect to the matters to be considered at the Meeting.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting is at the close of business on April 26, 2023 (the " Record Date "). Only registered Shareholders of the Corporation as at the Record Date are entitled to receive notice of the Meeting and to vote their

Common Shares included in the list of Shareholders entitled to vote at the Meeting, provided that, to the extent a Shareholder transfers any of such holder's Common Shares after the Record Date and the transferee of such Common Shares produces properly endorsed share certificates or otherwise establishes that such holder owns the Common Shares and demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote at the Meeting, such transferee shall be entitled to vote such Common Shares at the Meeting.

If you are a registered Shareholder and are unable to attend the Meeting or any adjournment or postponement thereof in person, please complete, sign and mail the enclosed form of proxy to, or deposit it with, Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by facsimile at 1-866-249-7775, so that it is received no later than May 19, 2023 . Registered Shareholders may also use the internet site at www.investorvote.com to transmit their voting instructions or vote by phone at 1-866-732-VOTE (8683) (toll free within North America), or 1-312- 5884290 (outside North America). Non-registered or beneficial Shareholders who do not hold Common Shares in their own name but rather through a broker, financial institution, trustee, nominee, or other intermediary must complete and return the voting instruction form provided to them or follow the telephone or internet-based voting procedures described therein in advance of the deadline set forth in the voting instruction form in order to have such Common Shares voted at the Meeting on their behalf. See "Advice to Beneficial Shareholders" in the Information Circular.

DATED at Calgary, Alberta this 26th day of April 2023.

BY ORDER OF THE BOARD OF DIRECTORS (signed) " Robin Auld " President and Chief Executive Officer

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MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

MAY 24, 2023

PART I - VOTING AND OTHER INFORMATION

SOLICITATION OF PROXIES

This information circular (“the “ Information Circular ”) is provided in connection with the solicitation of proxies by or on behalf of the management and the board of directors (the “ Board ”) of Criterium Energy Ltd. (“ Criterium ”, the “ Corporation ”, “ we ”, “ us ” or “ our ”), for use at the annual general and special meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of the Corporation. The Meeting will be held in person at 3[rd] Floor Conference Centre, Manulife Place, 707-5[th] Street SW, Calgary, Alberta T2P 1V8 on Wednesday May 24, 2023 at 2:00 P.M. (Mountain Time), for the purposes set forth in the accompanying Notice of Annual General and Special Meeting of Shareholders (the “ Notice of Meeting ”) accompanying this Information Circular.

Solicitation of proxies by management will be primarily by mail, but may also be by telephone, email, or facsimile and by directors, officers, and employees of the Corporation, who will not be specifically remunerated therefor. Arrangements will also be made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of Common Shares pursuant to the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer . Criterium may also retain a solicitation agent to assist in connection with the Corporation's communications with Shareholders. Other than as described below, the cost of any such solicitation will be borne by the Corporation.

What will be voted on at the Meeting?

Except for receipt and consideration of our financial statements, Shareholders will be voting on those matters that are described in the accompanying Notice of Meeting. The Notice of Meeting includes all of the matters to be presented at the Meeting that are presently known to management. See also “ Matters To Be Acted Upon at the Meeting ”.

What are the approval thresholds for the matters that will be voted at the Meeting?

All of the matters to be voted at the Meeting, other than the Consolidation Resolution (as defined in this Information Circular), are ordinary resolutions that will require an approval by over 50% of the votes cast in respect of the resolutions by or on behalf of Shareholders, present in person or represented by proxy at the Meeting.

The Consolidation Resolution is a special resolution, which must be passed by a majority of not less than 66 2/3 of the votes by Shareholders present in person or represented by proxy at the Meeting.

Who is entitled to vote?

Only registered holders of Common Shares (the “ Registered Shareholders ”) at the close of business on April 26, 2023 (the “ Record Date ”) are entitled to vote at the Meeting, or at any adjournment(s) or postponement(s) thereof. Each Registered Shareholder will have one vote for each Common Share held at the close of business on the Record Date.

If a Registered Shareholder transfers his or her Common Shares after the Record Date and the transferee of such shares, either (i) produces a properly endorsed certificate evidencing such shares or (ii) establishes that he or she owns such shares, and requests within 10 days before the Meeting date that he or she be included in the list of Shareholders, such transferee shall be entitled to vote their Common Shares at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES

Common Shares

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series. As of April 26, 2023, there are 188,052,577 Common Shares issued and outstanding, each carrying the right to one vote per Common Share at the Meeting. No preferred shares are issued and outstanding.

Principal Holders of Common Shares

As at the date of this Information Circular and to the best of the knowledge of management and the Board of the Corporation, no person or company beneficially owns, directly or indirectly, or exercises control or direction over 10% or more of the voting rights attached to the outstanding Common Shares.

APPOINTMENT AND REVOCATION OF PROXIES

Registered Shareholders may vote at the Meeting or they may appoint another person or company, who does not have to be a Shareholder, as their proxy to attend and vote in their place. The persons named in the enclosed form of proxy are directors or officers of the Corporation. A SHAREHOLDER SUBMITTING A PROXY HAS THE RIGHT TO APPOINT A PERSON OR COMPANY TO REPRESENT SUCH SHAREHOLDER AT THE MEETING OTHER THAN THE PERSON OR COMPANY DESIGNATED IN THE FORM OF PROXY FURNISHED BY THE CORPORATION, INCLUDING A PERSON OR COMPANY THAT IS NOT A SHAREHOLDER. TO EXERCISE THIS RIGHT, THE SHAREHOLDER SHOULD INSERT THE NAME OF THE DESIRED REPRESENTATIVE IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY AND STRIKE OUT THE OTHER NAMES OR SUBMIT ANOTHER APPROPRIATE PROXY.

To be effective, the enclosed proxy must be deposited with: (i) the Corporation's transfer agent, Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by facsimile at 1-866-249-7775, so that it is received no later than May 19, 2023 . Registered Shareholders may also use the internet site at www.investorvote.com to transmit their voting instructions or vote by phone at 1-866-732-VOTE (8683) (toll free within North America), or 1-312- 5884290 (outside North America). Non-registered or beneficial Shareholders who do not hold Common Shares in their own name but rather through a broker, financial institution, trustee, nominee, or other intermediary must complete and return the voting instruction form provided to them or follow the telephone or internet-based voting procedures described therein in advance of the deadline set forth in the voting instruction form in order to have such Common Shares voted at the Meeting on their behalf. A registered Shareholder who has submitted a proxy may revoke it at any time prior to the exercise of that proxy. In addition to revocation in any other matter permitted by law, a proxy may be revoked by instrument in writing executed by the registered Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or executed by a director, officer or attorney thereof duly authorized, and deposited with: (i) the Corporation's transfer agent, Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by facsimile at 1-866-249-7775, so that it is received no later than May 19, 2023 ; or (ii) the Chair of the Meeting on the day of the Meeting in person, prior to the commencement of the Meeting, and upon such deposit the proxy is revoked.

EXERCISE OF DISCRETION BY PROXY HOLDERS

All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting, in accordance with the instructions of the Shareholder, on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the proxy will be

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voted in accordance with such specification. IN THE ABSENCE OF SUCH SPECIFICATION, SUCH COMMON SHARES WILL BE VOTED IN FAVOUR OF ALL MATTERS SET FORTH IN THIS INFORMATION CIRCULAR. The enclosed proxy confers discretionary authority upon the person named therein with respect to amendments or variations to matters identified in the notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this Information Circular, management of the Corporation knows of no such amendment, variation, or other matter.

ADVICE TO BENEFICIAL HOLDERS OF SECURITIES

Many shareholders are “non-registered shareholders”. Non-registered shareholders are shareholders whose Common Shares are registered in the name of an intermediary (such as a bank, trust company, securities broker, trustee, or custodian). Unless you have previously informed your intermediary that you do not wish to receive materials relating to the Meeting, you should receive or have already received from your intermediary either a voting instruction form or other authorization form. The Corporation’s transfer agent, Computershare Trust Company shall deliver the Meeting materials directly to non-objecting beneficial owners of Criterium’s Common Shares in accordance with the procedures established under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer .

Intermediaries have their own mailing procedures and provide their own instructions to shareholders. These procedures may allow you to provide your voting instructions by telephone, on the internet, by mail or by fax. You should carefully follow the directions and instructions received from your intermediary or Computershare Trust Company, as applicable, to ensure that your Common Shares are voted at the Meeting.

If you wish to vote in person at the Meeting, you should follow the procedure in the directions and instructions provided by or on behalf of your intermediary or Computershare Trust Company, as applicable. Please register with the Corporation’s transfer agent, Computershare Trust Company, when you arrive at the Meeting.

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PART II - BUSINESS OF THE MEETING

MATTERS TO BE ACTED UPON AT THE MEETING

The following are the matters to be acted upon at the Meeting:

1. Presentation of Financial Statements

The audited consolidated financial statements of the Corporation for the year ended December 31, 2022, together with the auditors' report on those financial statements, were mailed to the Shareholders who have requested such financial statements in accordance with applicable securities laws and will be placed before the Shareholders at the Meeting. The above financial statements are also available on the Corporation's SEDAR profile at www.sedar.com. No formal action will be taken at the Meeting to approve the financial statements, which have been approved by the board of directors of the Corporation (“ Board ” or “ Board of Directors ”). If any Shareholders have questions respecting such financial statements, the questions may be brought forward at the Meeting.

2. Fixing Number of Directors

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to pass an ordinary resolution fixing the number of directors (the “ Fixing of Directors Resolution ”). We propose that the number of directors of the Corporation to be elected at the Meeting to hold office until the next meeting of Shareholders or until their successors are elected or appointed, subject to the articles and by-laws of Criterium, be set at four (4). Currently, our Board is comprised of four (4) directors. We recommend that you vote for fixing the number of directors to be elected at the Meeting at four (4). In order to become effective, the Fixing of Directors Resolution must be approved by a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting or any adjournment(s) or postponement(s) thereof.

The complete text of the Fixing of Directors Resolution which Criterium intends to place before the Shareholders at the Meeting for approval, is as follows:

“BE IT RESOLVED THAT:

(a) the number of directors of Criterium Energy Ltd. (the “Corporation”) be and the same is hereby fixed at four (4); and
(b) any one or more directors or officers of the Corporation, for and on behalf of the Corporation, is authorized and directed, to take all necessary steps and proceedings, and to execute, deliver and file any and all applications, declarations, documents and other instruments and do all such other acts or things that may be necessary or desirable to give effect to the provisions of this resolution.”

The persons named as proxyholders in the accompanying form of proxy, if not expressly directed to the contrary, will vote in FAVOUR of the Fixing of Directors Resolution.

3. Election of Directors

In the absence of a contrary instruction, the person designated by management of the Corporation in the enclosed form of proxy intends to vote in favour of the election as directors of the proposed nominees whose names are set forth below, each of whom has been a director since the date indicated below.

Management does not contemplate that any of the proposed nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, then the Common Shares represented by properly executed proxies given in favour of such nominees may be voted by the person designated by management of the Corporation in the enclosed form of proxy, in his discretion, in favour of another nominee. In addition, the articles of the Corporation currently allow the Board of Directors to appoint one or more additional directors between annual meetings to serve until the next annual meeting, but the number of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of the Corporation.

The following pages set forth information with respect to each person proposed to be nominated for election as a director, including the number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by such person or the person's associates or affiliates as at the date hereof. The information as to Common Shares beneficially owned or over which control or direction is exercised, not being within the knowledge of the Corporation, has been furnished by the respective proposed nominees individually.

Datuk Brian Anderson

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Non-Executive Chairman of the Board

Former Chairman of Shell North East Asia and previously Nigeria, responsible for managing over 1 mmboe/d.

Director of Addax Petroleum, leveraging experience and relationships to grow business from start-up to 130 mboe/d.

Safely led multi-disciplinary and multi-national operational E&P teams in Malaysia, Australia, and Nigeria.

Key relationships and access at senior level in target jurisdictions with other operators and regulators.

Other Public Directorships: N/A

Hong Kong SAR Age: 80 Director Since: September 2022

Board and Committee Memberships

2022 Meetings Attended

Board of Directors 2/2 Audit Committee N/A

2022 Compensation Share Ownership $22,500 800,000 common shares

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Director

Robin Auld

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Founder of Criterium Group, a global strategy consulting firm.

Global energy experience as strategy & commercial advisor to several of Canada’s largest upstream and midstream companies including three years with Talisman Energy Asia Pacific.

Former Chairman & CEO of North American Gem (TSX-V) & former CTO of TransAKT (TSX-V).

Wide-ranging project and team leadership/management and financing experience for large scale capital projects and energy start-ups.

Other Public Directorships: N/A

Calgary, Alberta Age: 51 Director Since: September 2022

Board and Committee Memberships

Board of Directors

2022 Meetings Attended

2/2

Share Ownershipp

2022 Compensation Share Ownershipp $141,268[(1)] 12,500,000 common shares 8,500,000 RSUs

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David B. Dunlop

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Independent Director

Currently Senior Manager, Controller, Transmission BU at Pembina Pipeline. Prior roles include VP Finance at Veresen Inc. and VP Controller and VP Planning and Process Improvement at Talisman Energy.

Comprehensive understanding of financial controls and procedures required for a listed Canadian international company operating in the SE Asia region.

Successfully led global finance teams through business acquisitions and integrations.

Other Public Directorships: N/A

Calgary, Alberta Age: 58 Director Since: November 2022

Board and Committee Memberships 2022 Meetings Attended Board of Directors 1/1 Audit Committee N/A 2022 Compensation Share Ownership $2,917 nil common shares

Michèle Stanners

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Independent Director

Nationally recognized culture leader and nation builder with over 30 years developing the cultural landscape in Canada.

Thought leader and collaborator in key cultural planning within Alberta including providing strategic direction and leading multistakeholder consultations.

A graduate of Harvard University, an active member of the International Women’s Forum and strategic advisor to organizations and leaders throughout Canada.

Strong stakeholder relations experience with a proven track record of leveraging diversity to create opportunities.

Calgary, Alberta Age: 65 Director Since: December 2015

Board and Committee Memberships	2022 Meetings Attended
Board of Directors	2/2
Audit Committee	N/A
2022 Compensation	Share Ownership
$34,269(1)	571,581 common shares

Note:

(1) Including Compensation Securities as listed in Schedule “B”

As of April 26, 2023, the directors as a group, beneficially owned, directly or indirectly or over which control or direction is exercised, 13,871,581 Common Shares which represent 7.4% of the issued and outstanding Common Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as set out below, to the best of the knowledge of management of Criterium:

(a) no person who is a director of Criterium is, as at the date of this information circular, or has been, within 10 years before the date of this information circular, a director, chief executive officer or chief financial officer of any company (including Criterium) that:
(i) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days and that was issued while such person was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days and that was issued after such person ceased to be a director, chief executive officer or chief financial officer but resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; and
(b) no person who is a director of Criterium, or who is a person holding a sufficient number of Common Shares to affect materially the control of Criterium:
(i) is, as at the date of this information circular, or has been within 10 years before the date of this information circular, a director or executive officer of any company (including Criterium) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(ii) has, within the 10 years before the date of this information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director or trustee; and
(c) no person who is a director of Criterium, or who is a person holding a sufficient number of Common Shares to affect materially the control of Criterium, has been subject to:
(i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

4. Appointment of Auditors

Management proposes that MNP LLP, Chartered Professional Accountants, be re-appointed as auditors of the Corporation, to hold office until the close of the next meeting of Shareholders and at a renumeration to be fixed by the Board of Directors. MNP LLP, Chartered Professional Accountants, have been auditors of the Corporation since December 5, 2022.

In the absence of a contrary instruction, the person designated by management of the Corporation in the enclosed form of proxy intends to vote in favour of the reappointment of MNP LLP, Chartered Professional Accountants, as the auditors of the Corporation, at a renumeration to be determined by the Board of Directors.

5. Approval of up to a 10:1 Consolidation of the Common Shares of the Corporation

Background to and Reasons for the Share Consolidation

As part of the approval for the Corporation’s private placement in September, 2022 done in conjunction with the recapitalization of the Corporation, the Corporation issued warrants exercisable at a price of $0.04 per Common Share. As the exercise price of these warrants were below the minimum exercise price

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of $0.05 under the policies of the TSX Venture Exchange (“ TSXV ”), approval for issuance of the warrants was made conditional on the Corporation completing a consolidation of its Common Shares of a ratio of not less than 5:4 (five pre-consolidation Common Shares to four post-consolidation Common Shares).

Management of the Corporation is of the opinion that in order to satisfy the TSXV requirements and also to accommodate future financings in the capital markets, it would like the flexibility to complete a consolidation, of up to 10:1, being ten (10) pre-consolidation Common Shares for one (1) postconsolidation Common Share (the “ Share Consolidation ”). Management of the Corporation will use its discretion as the ratio of the Share Consolidation (up to 10:1)

Although approval for the Share Consolidation is being sought at the Meeting, if approved, the Share Consolidation would not become effective until the articles of amendment are filed to implement the Share Consolidation.

Effects of the Share Consolidation

General

If approved and effected, the Share Consolidation will decrease the number of Common Shares issued and outstanding and is expected to initially increase the market price per Common Share on a basis proportionate to the consolidation ratio. The Share Consolidation will not change a shareholder’s proportionate ownership in the Corporation or the rights of the Shareholders. Each Common Share outstanding after the Share Consolidation will be entitled to one vote and will be fully paid and nonassessable.

In addition, as a result of the Share Consolidation, there will be certain consequential adjustments to the outstanding warrants and stock options to purchase Common Shares to preserve, proportionately, the rights of holders of outstanding stock options. The exercise price and the number of Common Shares issuable upon the exercise of the stock options under the Plan will be proportionately adjusted if the Share Consolidation is given effect.

No Fractional Shares

No fractional shares will be issued pursuant to the Share Consolidation. In lieu of any such fractional shares, each registered shareholder otherwise entitled to a fractional share following the implementation of the Share Consolidation will receive the nearest whole number of post Share Consolidation shares. For example, any fractional interest representing less than 0.5 of a post Share Consolidation share will not entitle the holder thereof to receive a post-Share Consolidation share and any fractional interest representing 0.5 or more of a post-Share Consolidation share will entitle the holder thereof to receive one whole post-Share Consolidation share. In calculating such fractional interests, all shares registered in the name of each registered shareholder will be aggregated.

No Dissent Rights

Shareholders are not entitled to exercise any statutory dissent rights with respect to the proposed Share Consolidation.

Accounting Consequences

If the Share Consolidation is implemented, net income or loss per share, and other per share amounts, will be increased because there will be fewer shares issued and outstanding. In future financial statements, net income, or loss per share and other per share amounts for periods ending before the Share Consolidation took effect would be recast to give retroactive effect to the Share Consolidation.

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Risks Associated with the Share Consolidation

Reducing the number of issued and outstanding shares through the Share Consolidation is intended, absent other factors, to increase the per share market price of the post-Share Consolidation shares. However, the market price of the shares will also be affected by our financial and operational results, our financial position, including our liquidity and capital resources, industry conditions, the market's perception of our business and other factors, which are unrelated to the number of shares outstanding. Having regard to these other factors, there can be no assurance that the market price of the shares will increase following the implementation of the Share Consolidation.

There can also be no assurance that the implementation of the Share Consolidation will, in and of itself, guarantee the continued listing of the shares on the or eligibility for listing on any exchange.

Although we believe that establishing a higher market price for our shares could increase investment interest for our shares by potentially expanding the pool of investors that may consider investing in our shares, including investors whose internal investment policies prohibit or discourage them from purchasing stocks trading below a certain minimum price, there is no assurance that implementing the Share Consolidation will achieve this result.

If the Share Consolidation is implemented and the market price of our shares (adjusted to reflect the Share Consolidation ratio) declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would have occurred if the Share Consolidation had not been implemented. Both our total market capitalization and the adjusted market price of our shares following a consolidation or reverse split may be lower than they were before the consolidation or reverse split took effect. The reduced number of shares that would be outstanding after the Share Consolidation is implemented could adversely affect the liquidity of the shares.

Approval of Consolidation Resolution

Shareholders will be asked to consider and if deemed appropriate, to pass the following special resolution (the “ Consolidation Resolution” ) authorizing and approving, at the discretion of the board of directors, the filing of Articles of Amendment to consolidate the issued and outstanding Common Shares of Criterium on the basis of up to ten (10) pre-consolidation Common Shares for every one (1) postconsolidation Common Share. In order to be approved, the Consolidation Resolution requires approval of not less than 66 2/3rd of the votes cast by Shareholders, voting in person or by proxy, at the Meeting.

“ BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

(a) Criterium Energy Ltd. (the “ Corporation” ) be and it is hereby authorized to file articles of amendment under the Business Corporations Act (Alberta) to amend its articles of amalgamation to change the number of issued and outstanding Common Shares of the Corporation by consolidating the issued and outstanding Common Shares on the basis of one (1) new postconsolidation Common Share for every ten (10) pre-consolidation Common Shares, or such fewer number of pre-consolidation Common Shares as determined by the board of directors, at its sole discretion, such amendment to become effective at a date in the future to be determined by the board of directors, at a time that it considers it to be in the best interests of the Corporation to implement such a Share Consolidation, subject to stock exchange approval if required;
(b) the amendment to the articles of amalgamation giving effect to the Share Consolidation will provide that no fractional Common Shares will be issued in connection with the Share Consolidation and that the number of post-consolidation Common Shares to be received by a

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registered shareholder will be rounded up, in the case of a fractional interest that is 0.5 or greater, or rounded down, in the case of a fractional interest that is less than 0.5, to the nearest whole number of Common Shares that such holder would otherwise be entitled to receive upon the implementation of the Share Consolidation;

(c) notwithstanding that this special resolution has been duly adopted by the shareholders of the Corporation, the board of directors of the Corporation be and it is hereby authorized, in its sole discretion, to revoke this special resolution in whole or in part at any time prior to its being given effect without further notice to, or approval of, the shareholders of the Corporation; and
(d) any one or more directors or officers of the Corporation be, and each of them is hereby, authorized and directed for and in the name and on behalf of the Corporation, to execute and deliver such notices and documents, including, without limitation, the articles of amendment to the Registrar under the Business Corporations Act (Alberta), and to do such acts and things as in the opinion of that person, may be necessary or desirable to give effect to this special resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

The persons named as proxyholders in the accompanying form of proxy, if not expressly directed to the contrary, will vote in FAVOUR of the Consolidation Resolution.

6. Other Business

To transact such further and other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

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PART III - EXECUTIVE COMPENSATION

STATEMENT OF EXECUTIVE COMPENSATION

The statement of executive compensation of Criterium is attached as Schedule “B” to this Information Circular and forms an integral part of this Information Circular.

PART IV - CORPORATE GOVERNANCE AND AUDIT COMMITTEE DISCLOSURE

Board of Directors

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders and take into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound corporate governance practices which are both in the interest of its Shareholders and contribute to effective and efficient decision making. The Corporation has approved director and Board responsibilities and the mandate of the board.

Pursuant to National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”), the Corporation is required to disclose its corporate governance practices as summarized below.

NI 58-101 suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who has no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the board of directors, reasonably interfere with the exercise of a director's independent judgment. Other than Audit Committee meetings, the independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. The Board of the Corporation facilitates independent supervision of management through meetings of the Board and through informal discussions among independent members of the Board and management. In addition, the Board has free access to the Corporation's external auditors, legal counsel and to any of the Corporation's officers.

The Board is currently comprised of four directors: Datuk Brian Anderson (Chair), Robin Auld, David Dunlop and Michèle Stanners.

Independence

As of the date of this Circular, the Board is comprised of four directors, three of whom are independent. Under National Instrument 52-110 – Audit Committees (“NI 52-110”), an independent director is one who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with a director’s exercise of independent judgment. The Board has determined that Robin Auld as the Corporation’s President and Chief Executive Officer is not independent.

We have taken steps to ensure that adequate structures and processes are in place to permit the Board to function independently of management. The Board holds regularly scheduled meetings as well as ad hoc meetings from time to time. It is contemplated that during meetings of the Board or the Committees, the independent directors will hold in-camera sessions at which neither non-independent directors nor management are in attendance.

Other Directorships

No directors of Criterium are directors of other reporting issuers (or the equivalent) in Canada or a foreign jurisdiction.

Orientation and Continuing Education

The Corporation is currently preparing a Board Policy Manual which will provide a comprehensive introduction to the Board and its committees. At present, each new director is given an outline of the nature of the Corporation's business, its corporate strategy, and current issues with the Corporation. New directors are also expected to meet with management of the Corporation to discuss and better understand the Corporation's business and will be advised by counsel to the Corporation of their legal obligations as directors of the Corporation.

The Board Policy Manual, when completed, is expected to be reviewed on an annual basis and a revised copy will be given to each director.

The introduction and education process will be reviewed on an annual basis by the board of directors and will be revised as necessary.

Ethical Business Conduct

The Board of Criterium drafted and will adopt a Code of Business Conduct and Ethics (the “ Code ”), which applies to all directors, officers, employees, and contractors of the Corporation. The Code is amended from time to time to ensure it satisfies good governance standards, changes in applicable legal requirements and is consistent with the ethical goals and guidelines discussed herein. A complete copy of the Code will be made available on the Corporation's corporate website at https://criteriumenergy.com. The Code demonstrates the Criterium’s commitment to conducting business ethically, legally and in a safe and fiscally, environmentally, and socially responsible manner. It outlines a framework of guiding principles to which each employee, director, officer, and contractor is expected to adhere and acknowledge, and this acknowledgement is an annual requirement. Training on the Code is part of each new employee and director’s orientation, and there are regular updates conducted for staff. Each quarter management delivers integrity questionnaires to the Audit Committee confirming compliance with the Corporation’s Anti-Corruption Policy.

In addition, under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as some of the directors of the Corporation also serve as directors and officers of other companies engaged in similar business activities, directors must comply with the conflict of interest provisions of the Business Corporations Act (Alberta), as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors which evoke such a conflict.

Nomination of Directors

The Board has not appointed a nominating committee. The Board determines new nominees to the Board although no formal process has been adopted. The nominees are generally the result of recruitment efforts by the Board including both formal and informal discussions among the members of the Board and the officers of the Corporation.

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Compensation and Corporate Governance Committee

The independent directors have the responsibility for determining compensation for the directors and officers of the Corporation.

To determine compensation payable, the independent directors review compensation paid for directors and Named Executive Officers of companies of similar size and stage of development in the oil and gas industry and determine an appropriate compensation, reflecting the need to provide incentive and compensation for the time and effort expended by the directors and executive officers, while taking into account the financial and other resources of the Corporation. In setting the compensation, the independent directors annually review the performance of the executive officers in light of the Corporation's objectives and consider other factors that may have impacted the success of the Corporation in achieving its objectives.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board. The Board through the careful selection of its members and from fostering a culture of openness has established an environment where its members are given ongoing feedback on their performance.

Audit Committee

At no time since the completion of its amalgamation on December 23, 2009 has the Corporation relied on the exemption in Section 2.4 of MI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52110, in whole or in part, granted under Part 8 of NI 52-110.

The Corporation is relying upon the exemption in section 6.1 of NI 52-110 in respect of its reporting obligations under NI 52-110. This exempts a “venture issuer” from the requirement to comply with Part 3 “ Composition of the Audit Committee ” and Part 5 “ Reporting Obligations ” of MI 52-110.

The Board has adopted a written mandate for the Audit Committee. The full text of the mandate of the Audit Committee is attached as Schedule “A” to this Circular.

The Audit Committee consists of three directors, all of whom are independent. They are also all financially literate in accordance with NI 52-110. The members of the Audit Committee are David Dunlop (Chair), Brian Anderson and Michèle Stanners.

For the purposes of NI 52-110, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer’s financial statements. All members of the Audit Committee have experience reviewing financial statements and dealing with related accounting and auditing issues. The education and experience of each member of the Audit Committee relevant to the performance of his duties as a member of the Audit Committee can be found under the heading “ Part II – Business of the Meeting - Election of Directors ”.

Since the commencement of the Corporation’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor. At no time since the commencement of our most recently completed financial year, have we relied on the exemption in specified under item 5 of Form 52-110F2.

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The Audit Committee has adopted policies and procedures for the engagement of non-audit services. The Audit Committee has delegated to its members the authority to pre-approve non-audit services, provided, however, that such pre-approval of non-audit services shall be presented to the Audit Committee at its first scheduled meeting following any such pre-approval.

Audit Fees

The following table summarizes the fees billed by our previous independent auditors, Crowe Mackay LPP, Chartered Professional Accountants for external audit and other services performed for the period indicated.

Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All other Fees TOTAL	2020 $23,562 $0 $0 $0 $23,562	2021 $17,000 $0 $0 $0 $17,000	2022
			$19,680 $0 $0 $0
			$19,680

Notes:

(1) Represents the aggregate fees for services related to the audit of annual financial statements. (2) Represents the aggregate fees for assurance and related services not included in Audit Fees. (3) Represents the aggregate fees billed for tax compliance, tax advice and tax planning.

PART V - OTHER INFORMATION

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Management of the Corporation are not aware of any matters, other than those indicated in this Information Circular, which may be submitted to the Meeting for action. However, in any other matters should be brought before the Meeting, the enclosed form of proxy confers discretionary authority to vote on such other matters according to the best judgement of the person holding the proxy at the Meeting.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Plan Category

Equity compensation plans approved by securityholders Equity compensation plans not approved by securityholders

TOTAL

Number of securities Number of securities Weighted-average remaining available for to be issued upon exercise price of future issuance under equity exercise of outstanding options compensation plans outstanding options and rights (excluding securities and rights reflected in the prior two columns) 14,000,000 $0.04 4,113,691 N/A N/A N/A 14,000,000 $0.04 4,113,691

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer, or employee of the Corporation or any of its subsidiaries is indebted to the Corporation or any of its subsidiaries or to any other legal entity where the indebtedness is the subject of a guarantee, support agreement, letter of credit of other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed below, the management of the Corporation is not aware of any material interest, direct or indirect, of any “informed person” (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations ) of the Corporation or any proposed nominee as a director of the Corporation, or any associate or affiliate of any such person in any transaction since the commencement of the Corporation’s most recently completed financial year, or in any proposed transaction, that as materially affected or would materially affect the Corporation or any of its subsidiaries.

AUDITORS OF THE CORPORATION

The auditors of the Corporation are MNP LLP, Chartered Professional Accountants, at 330 5 Ave SW Suite 2000, Calgary, AB T2P 0L4.

MANAGEMENT CONTRACTS

Management functions of the Corporation or its subsidiaries are not performed by any person or entity other than by the directors and executive officers of the Corporation or subsidiaries, as the case may be.

ADDITIONAL INFORMATION

Additional information relating to Criterium is available on SEDAR at www.sedar.com .

Financial information is provided in Criterium’s comparative financial statements and management’s discussion and analysis (“ MD&A ”) for the most recently completed financial year. Criterium will provide to any person or company, without charge to any security holder of the Corporation, upon request to the Chief Financial Officer, copies of its comparative consolidated annual financial statements and MD&A for the year ended December 31, 2022, together with the accompanying auditor’s report and any interim consolidated financial statements of the Corporation that have been filed for any period after the end of the Corporation’s most recently completed financial year.

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SCHEDULE “A” AUDIT COMMITTEE CHARTER

I. PURPOSE

The primary function of the Audit Committee (the “ Committee ”) is to assist the Board in fulfilling its oversight responsibilities by reviewing:

A. the financial information that will be provided to the shareholders and others;
B. the systems of internal controls, management and the Board of Directors have established; and
C. all audit processes.

Primary responsibility for the financial reporting, information systems, risk management and internal controls of Corporation is vested in management and is overseen by the Board.

II. COMPOSITION AND OPERATIONS

A. The Committee shall be composed of not fewer than three directors and not more than five directors, all of whom are independent[1] directors of the Corporation.
B. All Committee members shall be “financially literate”[2] and at least one member shall have “accounting or related financial expertise”. The Committee may include a member who is not financially literate, provided he or she attains this status within a reasonable period of time following his or her appointment and providing the Board has determined that including such member will not materially adversely affect the ability of the Committee to act independently.
C. The Committee shall operate in a manner that is consistent with the Committee Guidelines.
D. The Corporation’s auditors shall be advised of the names of the committee members and will receive notice of and be invited to attend meetings of the Audit Committee, and to be heard at those meetings on matters relating to the Auditor’s duties.
E. The Committee has the authority to communicate with the external auditors as it deems appropriate to consider any matter that the Committee or auditors determine should be brought to the attention of the Board or shareholders.
F. The Committee shall meet at least four times each year.
1 Independence requirements are described in the Appendix to Tab 5, Board Operating Guidelines.

2 The Board has adopted the NI 52-110 definition of “financial literacy”, which is an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer’s financial statements.

III. Duties and Responsibilities

Subject to the powers and duties of the Board, the Committee will perform the following duties:

A. Financial Statements and Other Financial Information

The Committee will review and recommend for approval to the Board financial information that will be made publicly available. This includes:

i) review and recommend approval of the Corporation’s annual financial statements and MD&A and report to the Board of Directors before the statements are approved by the Board of Directors;
ii) review and approve for release the Corporation’s quarterly financial statements and press release;
iii) satisfy itself that adequate procedures are in place for the review of the public disclosure of financial information extracted or derived from the Corporation’s financial statements, other than the public disclosure referred to in items (i) and (ii) above, and periodically assess the adequacy of those procedures; and
iv) review the Annual Information Form and any Prospectus/Private Placement Memorandums.

Review and discuss:

v) the appropriateness of accounting policies and financial reporting practices used by the Corporation;
vi) any significant proposed changes in financial reporting and accounting policies and practices to be adopted by the Corporation;
vii) any new or pending developments in accounting and reporting standards that may affect the Corporation;
viii) review with management, the external auditors and, if necessary, legal counsel, any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Corporation, and the manner in which these matters may be, or have been, disclosed in the financial statements; and
ix) review accounting, tax, and financial aspects of the operations of the Corporation as the Committee considers appropriate.

B. Risk Management, Internal Control, and Information Systems

The Audit Committee will review and obtain reasonable assurance that the risk

management, internal control, and information systems are operating effectively to produce accurate, appropriate, and timely management and financial information. This includes:

i) review the Corporation’s risk management controls and policies;
ii) obtain reasonable assurance that the information systems are reliable, and the systems of internal controls are properly designed and effectively implemented through discussions with and reports from management, the internal auditor and external auditor; and
iii) review management steps to implement and maintain appropriate internal control procedures including a review of policies.

C. External Audit

The External Auditor is required to report directly to the Committee, which will review the planning and results of external audit activities and the ongoing relationship with the external auditor. This includes:

i) review and recommend to the Board, for shareholder approval, engagement, and compensation of the external auditor;
ii) review and approve the annual external audit plan, including but not limited to the following:
a) engagement letter;
b) objectives and scope of the external audit work;
c) procedures for quarterly review of financial statements;
d) materiality limit;
e) areas of audit risk;
f) staffing;
g) timetable; and
h) approve fees;
iii) meet with the external auditor to discuss the Corporation’s quarterly and annual financial statements and the auditor’s report including the appropriateness of accounting policies and underlying estimates;
iv) maintain oversight of the External Auditor’s work and advise the Board, including but not limited to:
a) the resolution of any disagreements between management and the External Auditor regarding financial reporting;
b) any significant accounting or financial reporting issue;
c) the auditors’ evaluation of the Corporation’s system of internal controls, procedures, and documentation;
d) the post audit or management letter containing any findings or

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recommendation of the external auditor, including management’s response thereto and the subsequent follow-up to any identified internal control weaknesses;

e) any other matters the external auditor brings to the Committee’s attention; and
f) assess the performance and consider the annual appointment or reappointment of external auditors for recommendation to the Board ensuring that such auditors are participants in good standing pursuant to applicable regulatory laws;
v)
review the auditor’s report on all material subsidiaries;
vi) review and discuss with the external auditors all significant relationships that the external auditors and their affiliates have with the Corporation and its affiliates in order to determine the external auditors’ independence, including, without limitation:
a) requesting, receiving, and reviewing, on a periodic basis, a formal written statement from the external auditors delineating all relationships that may reasonably be thought to bear on the independence of the external auditors with respect to the Corporation;
b) discussing with the external auditors any disclosed relationships or services that the external auditors believe may affect the objectivity and independence of the external auditors; and
c) recommending that the Board take appropriate action in response to the external auditors’ report to satisfy itself of the external auditors’ independence;
vii) review and pre-approve any non-audit services to be provided by the external auditor’s firm or its affiliates (including estimated fees), and consider the impact on the independence of the external audit; and
viii) meet periodically, and at least annually, with the external auditor without management present.

D. Compliance

The Committee shall:

i) ensure that the External Auditor’s fees are disclosed by category in the Annual Information Form in compliance with regulatory requirements;
ii) disclose any specific policies or procedures the Corporation has adopted for pre- approving non-audit services by the External Auditor including affirmation that they meet regulatory requirements;
iii) assist with preparing the Corporation’s governance disclosure by ensuring it

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has current and accurate information on:

a) the independence of each Committee member relative to regulatory requirements for audit committees;
b) the state of financial literacy of each Committee member, including the name of any member(s) currently in the process of acquiring financial literacy and when they are expected to attain this status; and
c) the education and experience of each Committee member relevant to his or her responsibilities as Committee member;
iv) disclose if the Corporation has relied upon any exemptions to the requirements for Audit Committees under regulatory requirements.

E. Other

The Committee shall:

i) establish and periodically review implementation of procedures for:
a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
b) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;
ii) review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former External Auditor;
iii) review insurance coverage of significant business risks and uncertainties;
iv) review material litigation and its impact on financial reporting;
v) review policies and procedures for the review and approval of officers’ expenses and perquisites;
vi) review policies and practices concerning the expenses and perquisites of the Chairman, including the use of the assets of the Corporation;
vii) review with external auditors any corporate transactions in which directors or officers of the Corporation have a personal interest;
viii) review the terms of reference for the Committee annually and make recommendations to the Board as required;

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IV. ACCOUNTABILITY

A. The Committee Chair has the responsibility to make periodic reports to the Board, as requested, on financial matters relative to the Corporation.
B. The Committee shall report its discussions to the Board by maintaining minutes of its meetings and providing an oral report at the next Board meeting.

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SCHEDULE “B” STATEMENT OF EXECUTIVE COMPENSATION

The Corporation (as defined below) is a “venture issuer” as defined under National Instrument 51-102 – Continuous Disclosure Obligations and is disclosing its statement of executive compensation in accordance with Form 51-102F6V (as defined below).

In this section, the following terms have the meaning set forth below:

“ Compensation Securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted share units granted or issued by a company or one of its subsidiaries for services provided or to be provided, directly or indirectly to a company or any of its subsidiaries;

“ Corporation ” means Criterium Energy Ltd.;

“ Form 51-102F6V ” means the Statement of Executive Compensation – Venture Issuers ; and “ Named Executive Officer ” or “ NEO ” means each of the following individuals:

(a) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as CEO, including an individual performing functions similar to a CEO;
(b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as CFO, including an individual performing functions similar to a CFO;
(c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) in Form 51102F6V of National Instrument 51-102 – Continuous Disclosure Obligations , for that financial year; and
(d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was not an executive officer of the Corporation, and was not acting in a similar capacity, at the end of that financial year.

For the purposes of this section, all dollar amounts are in Canadian dollars.

Compensation Discussion and Analysis

The compensation program of the Corporation is designed to attract, motivate, reward, and retain knowledgeable and skilled executives and management team members required to achieve the Corporation's corporate objectives and increase shareholder value. The main objective of the compensation program is to recognize the contribution of the executive officers and management team members to the overall success and strategic growth of the Corporation and to align a component of the compensation with the Corporation's business performance and share value. The philosophy of the Corporation is to pay the management a total compensation amount that is competitive with other comparable Canadian oil and gas companies and is consistent with the experience and responsibility level of the management. The purpose of executive compensation is to reward the executives for their contributions to the achievements of the Corporation on both an annual and long-term basis. The

Corporation does not have a pension plan or other form of formal retirement compensation. The Corporation's compensation plan consists of the following items: (i) base salary; (ii) short term incentive compensation in the form of bonuses; and (iii) long term incentive compensation in the form of stock options. Directors and officers of the Corporation are not currently permitted to purchase financial instruments which are designed to hedge or offset the market value of equity securities granted as compensation.

The Corporation has considered the risks associated with its compensation policies and practices and is of the view that they are appropriate for a company of its size within its industry sector.

The compensation of all of the Corporation's employees, including executive officers, is consistent with the above policies. A description of the criteria used in each element of compensation is set forth below.

Base Salaries

The Corporation's policy is that salaries for the executive officers and professionals shall be competitive with salaries paid among industry peer companies of similar size. Base salaries paid to the senior officers of the Corporation, including the President and Chief Executive Officer, are competitive with the comparative salaries of positions for the Corporation's peer group, using such criteria as revenue, production, cash flow and number of employees. Salaries of the executive officers, including that of the President and Chief Executive Officer, are reviewed annually.

Short Term Incentive Compensation - Bonuses

The Board uses a bonus plan for the President and Chief Executive Officer, which the Board believes aligns his interests with the Shareholders of the Corporation. The bonus allocation is discretionary and there are currently no specified targets or criteria set out, although matters such as contributions to the following factors are considered: (i) cost control effectiveness; (ii) finding, development and acquisition costs; (iii) growth in reserves per share; (iv) growth in production and cash flow per share; and (v) growth in net asset value per share.

Establishment and payment of bonuses is subject to approval of the Board and the Board has the right to amend or suspend the bonus plan at its discretion.

Long Term Incentive Compensation – Stock Options

The Corporation had previously established a stock option plan (the “ Option Plan ”) which covers all officers, directors, employees, and consultants of the Corporation and was administered by the Board who determine to whom options to purchase Common Shares (“ Options ”) should be granted, under what terms and the vesting periods of the Options.

Stock Appreciation Rights

Stock appreciation rights (“ SARs ”) means a right, granted by the Corporation or any of its subsidiaries as compensation for services rendered or in connection with office or employment, to receive a payment of cash or an issue or transfer of Common Shares based wholly or in part on changes in the trading price of the Corporation's Shares.

No SARs were granted to, or exercised by, any Named Executive Officer or any directors during the most recently completed financial year.

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Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table sets out details of all payments, grants, awards, gifts, and benefits paid or awarded to each NEO and director in the two most recently completed financial years. There were no other executive officers at the end of the most recently completed financial year whose total salary and bonus exceeded $150,000.

Table of Compensation excluding Compensation Securities

Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total Compensation ($)
Robin Auld, President & CEO	2022 2021	$86,061 Nil	Nil Nil	Nil Nil	Nil Nil	$55,2172 Nil	$141,278 Nil
Stuart McDowall Previous President & CEO	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$25,5191 Nil	$25,519 Nil
Matthew Klukas, COO	2022 2021	$51,098 Nil	Nil Nil	Nil Nil	Nil Nil	$27,6092 Nil	$78,707 Nil
Henry Groen, CFO	2022 2021	$15,000 Nil	Nil Nil	Nil Nil	Nil Nil	$1,8902 Nil	$16,890 Nil
T.M.M. Bender, Previous CFO	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$25,5191 $19,865	$25,519 $19,865
Datuk Brian Anderson, Chair	2022 2021	Nil Nil	Nil Nil	$22,500 Nil	Nil Nil	Nil Nil	$22,500 Nil
David Dunlop, Director	2022 2021	Nil Nil	Nil Nil	$2,917 Nil	Nil Nil	Nil Nil	$2,917 Nil
Michèle Stanners, Board Member	2022 2021	Nil Nil	Nil Nil	$8,750 Nil	Nil Nil	$25,5191,2 Nil	$34,269 Nil
E. Denis Gagnon, Previous Board Member	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$25,5191 Nil	$25,519 Nil

Notes:

(1) Value of severance shares issued at time of September 26, 2022 recapitalization

(2) Included as part of Compensation Securities below

During the year ended December 31, 2022, no management functions were performed by any person other than the directors or executive officers of the Corporation.

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Stock Options and other Compensation Securities

The following table sets out details of all compensation securities granted or issued to each director and Named Executive Officer by the Corporation in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Corporation.

Compensation Securities

Name and Position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue orgrant	Issue conversion or exercise price($)	Closing price of security or underlying security on date of grant($)	Closing price of security or underlying security at year end($)	Expiry date
Robin Auld, President & CEO	RSU1	8,500,000	Sept 26, 2022	$0.04	$0.04	$0.04	Dec 15, 2025
Matthew Klukas, COO	RSU1	4,250,000	Sept 26, 2022	$0.04	$0.04	$0.04	Dec 15, 2025
Henry Groen, CFO	Options2	750,000	Sept 26, 2022	$0.04	$0.04	$0.04	Sept 26, 2027
Michèle Stanners, Board Member	Options2	446,581	Sept 26, 2022	$0.04	$0.04	$0.04	Sept 26, 2027

Notes:

(1) The Restricted Share Units (“ RSUs ”) have a vesting schedule as follows: 1/3 September 26, 2023, 1/3 September 26, 2024 and 1/3 September 26, 2025.

(2) The Stock Options have a vesting schedule as follows: 1/3 September 26, 2023, 1/3 September 26, 2024 and 1/3 September 26, 2025.

Exercise of Compensation Securities by Directors or NEOs

Name and Position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price per security on date of exercise($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date($)
Robin Auld, President & CEO	Nil	Nil	N/A	N/A	N/A	N/A	N/A
Matthew Klukas, COO	Nil	Nil	N/A	N/A	N/A	N/A	N/A
Henry Groen, CFO	Nil	Nil	N/A	N/A	N/A	N/A	N/A
Michèle Stanners, Board Member	Nil	Nil	N/A	N/A	N/A	N/A	N/A

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Equity Incentive Plan

The Corporation currently has in place a Plan which was established by the Corporation to allow for the grant of stock options and restricted awards, namely, restricted share units and deferred share units to directors, officers, employees, and consultants of the Corporation. For a more detailed description of the Plan, see “ Equity Compensation - Equity Incentive Plan”.

Employment, Consulting and Management Agreements

Currently Criterium has executive employment agreements in place for Robin Auld and Matthew Klukas with annual salary terms of $320,000 and $190,000 respectively. Additionally, Criterium has consulting agreements in place with Henry Groen, CFO and Hendra Jaya, Director – Indonesia with monthly renumeration of C$5,000 and US$4,500 respectively.

Oversight and Description of Director and NEO compensation

The Board has established the Compensation and Governance Committee (“ CGC ”) who makes decisions regarding all forms of compensation for directors and NEOs, including salaries, bonuses, and equity incentive compensation for directors and NEOs, as well as approves corporate goals and objectives relevant to their compensation. The Board, on the recommendation of the CGC is responsible for setting the overall compensation strategy of the Corporation and evaluating and making determinations for the compensation of its directors and executive officers. The Board, on the recommendation of CGC and in accordance with the CGC Charter, annually reviews and determines compensation for the Corporation’s directors and NEOs.

The Corporation does not pay compensation to its directors in the form of annual fees for attending meetings of the Board. Directors do not receive additional compensation for acting as chairs of committees of the Board. Directors are entitled to receive stock options and other applicable awards under the Plan and are reimbursed for any out-of- pocket travel expenses incurred in order to attend meetings of the Board, committees of the Board or meetings of Shareholders.

The Corporation compensates its executive officers based on their skill, qualifications, experience level, level of responsibility involved in their position, the existing stage of development of the Corporation, the Corporation’s performance, industry practice and regulatory guidelines regarding executive compensation levels. The Board recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives, as well as align the compensation level of each executive to that executive’s level of responsibility, bearing in mind the limited cash reserves of the Corporation.

The Board has implemented three levels of compensation to align the interests of the executive officers with those of the shareholders:

(a) First, executive officers may be paid a monthly salary. In setting the recommended salary for its NEOs, CGC, and ultimately the Board, takes into consideration the salaries or fees paid to other executive officers in similar industries and in the public company sector;
(b) Second, the Board may award executive officers long term incentives in the form of stock options and/or restricted share units. The Board has the overall responsibility to administer the Plan and the grant of awards under the Plan. For further details relating to the Plan and grant of awards see the heading titled, “ Executive Compensation – Equity Incentive Plan ”; and

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(c) Finally, the Board may approve from time to time, the payment of a cash bonus for exceptional performance that results in a significant increase in shareholder value.

The Corporation does not provide pension or other benefits to its executive officers. In addition, the Corporation does not have pre-existing performance criteria or objectives, as such, all significant elements of compensation awarded to, earned by, paid or payable to NEOs are determined by the Board on a subjective basis. The Corporation has not used any peer group to determine compensation for its directors and NEO.

Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to annual review by the CGC and Board approval.

Pension Disclosure

The Corporation does not have any pension plans that provide for payments or benefits to the NEOs at, following, or in connection with retirement, including any defined benefits plan or any defined contribution plan. The Corporation does not have a deferred compensation plan with respect to any NEO.

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Criterium Energy Ltd. — Proxy Solicitation & Information Statement 2023

43581_rns_2023-05-04_cbce47ca-47f0-4627-90d4-e0c543c5bca7.pdf

ABOUT CRITERIUM ENERGY LTD.

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