WITH RESPECT TO THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF CRITERIUM ENERGY LTD. TO BE HELD ON JUNE 17, 2025 AT 9:00 A.M. MST AT CRITERIUM ENERGY LTD. OFFICE, BOW VALLEY SQUARE 1, 202 6 AVE SW, #1120 CALGARY, AB T2P 2R9

CRITERIUM ENERGY

ABOUT CRITERIUM ENERGY LTD. (THE "CORPORATION" OR "CRITERIUM")

Criterium is an oil and gas exploration and production company focused on building a Southeast Asia energy business. The Corporation is an operator of onshore oil and gas assets in South Sumatra and West Papua in Indonesia and has non-operated interests in offshore Indonesia areas. Criterium has an extensive network of relationships in Southeast Asia and together with its highly motivated and committed management team and experienced in-region operating team expects to continue to build a sustainable and profitable portfolio of assets. The Corporation intends to deliver on its strategic pillars while maximizing both stakeholder and shareholder returns.

Criterium strives to be a regional consolidator of choice, acquiring assets which have traditionally been undercapitalized and where value can be created through low-risk development and efficient operations.

1 comprised of 50% oil and 50% natural gas as per the 2024 ERCE Report

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

ITEMS TO BE ACTED UPON AT THE MEETING

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS ...6
MANAGEMENT INFORMATION CIRCULAR ...8
PART I - VOTING AND OTHER INFORMATION ...8
SOLICITATION OF PROXIES ...8
VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES ...8
APPOINTMENT AND REVOCATION OF PROXIES ...9
EXERCISE OF DISCRETION BY PROXY HOLDERS ...9
ADVICE TO BENEFICIAL HOLDERS OF SECURITIES ...9
NOTICE-AND-ACCESS ...10
PART II - BUSINESS OF THE MEETING ...12
MATTERS TO BE ACTED UPON AT THE MEETING ...12
PART III - CORPORATE GOVERNANCE AND AUDIT COMMITTEE DISCLOSURE ...26
PART IV - OTHER INFORMATION ...29
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ...29
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ...29
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ...29
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ...30
MANAGEMENT CONTRACTS ...30
ADDITIONAL INFORMATION ...30
PART V - STATEMENT OF EXECUTIVE COMPENSATION ...31
PART VI - CAUTIONARY STATEMENT REGARDING FORWARD LOOKING-INFORMATION ...37
SCHEDULE "A" ...39
SCHEDULE "B" ...40
SCHEDULE "C" ...41
SCHEDULE "D" ...42

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CRITERIUM ENERGY LTD. LETTER TO SHAREHOLDERS

9 May 2025

Dear Fellow Shareholders:

2024 was an important and transformational year for Criterium Energy as we announced the acquisition of all the issued and outstanding shares of Mont D'Or Petroleum Limited ("MOPL"). Through this transaction we acquired the Tungkal and West Salawati Production Sharing Contracts ("PSCs"), bringing existing oil production, multiple gas discoveries, and additional exploration upside to our Indonesian portfolio of assets, many of which have meaningful nearer-term development potential.

Building Value with Strong Returns

Our work program for 2024 initially focused on growing production and cash flow from producing oil wells and saw us complete 15 workovers, increasing Mengoepeh field production by 65% over the fourth quarter of 2023. These workovers delivered incremental volumes on stream at less than US$2,000 per flowing barrel and to date have seen a more than four-fold payback in aggregate, demonstrating our ability to deliver improved value through relatively modest investments in the business.

Driving Improved Financial Performance

Through the last year, we simultaneously focused on driving improved financial performance, reducing operating costs, including G&A and corporate costs, which were estimated at US$2.97 million or US$34/bbl, a 26% reduction from January 2024 when Criterium acquired the MOPL assets. This focus on costs yielded a meaningful improvement in operating netbacks, which improved through the year, stabilizing at US$24/bbl in the fourth quarter of 2024, despite a US$6/bbl drop in oil prices.

Acting on Near-Term Opportunities for Growth

For 2025, our focus will be two-fold. Initially we will continue to push ahead with our workover strategy, targeting eight to 12 workovers this year. We believe this will allow us to maintain production in the range of 1,000 to 1,200 boe/d, helping to support relatively stable baseline cash flow that can be used to fund the core elements of our work program. More importantly, we intend to begin diversifying our production profile to include more natural gas, with the ultimate goal of doubling our production on a boe/d basis by the end of the first quarter of 2026. The Indonesian government is eager to see discoveries brought into production to meet strong domestic demand and reduce the country's reliance on gas imports. To this end, we have been working to rapidly advance our gas development strategy in recent months, securing approval of our development plan, signing an MOU for the purchase of discovered gas, and evaluating multiple methods to get produced gas to market, including leveraging existing, underutilized infrastructure and potentially CNG or micro LNG technology.

Criterium has identified a series of natural gas development opportunities within our portfolio, which we believe we can execute on in a repeatable fashion, one after another, with first gas currently expected in Q1 2026. These include testing discovered gas at southeast Mengoepeh (SE-MGH) and Macan Gadang, with 2C gas estimates of 15 bcf and 13 bcf, respectively, as identified in our 2024 reserves and resources report prepared by ERCE Australia Pty Ltd. ("ERCE") ("The ERCE Report"). Subsequent opportunities include assessing discoveries in the northern Mengoepeh field, in the MGH-43 well, which was initially

drilled as an oil well in late 2024, and in the Cerah-1 well, where gas was first discovered in 2008. "Best case" prospective resources in Cerah are expected to be 26 Bcf recoverable. In short, we have multiple opportunities to meaningfully diversify and grow our production, while increasing cash flow and generating further improvements in profitability. Further, within the Bulu PSC we hold a material interest in the Lengo gas discovery which we intend to take more active role in the development of with the objective of realizing additional value for our shareholders in the near term.

Updated Reserve Report Highlights Growing Value Across the Portfolio

The ERCE Report for 2024 points to 2P reserve NPV10 before tax of US$72.8 million and US$60 million after tax, equating to C$0.62 per common share. 2024 production of 0.32 MMbbl of oil combined with 0.51 MMbbl of 2P Reserve additions, represents a 160% Reserve Replacement Ratio. This implies a 2P reserve life index of 14.3 years which we believe underlines the longer-term potential of the Company's portfolio of assets. The findings in the report confirm our ability to grow value in Criterium off the back of relatively modest investments in our asset base.

Confidence in Indonesia and Our Outlook

Recent volatility in the markets and with commodity prices has reinforced our confidence in our strategy and geographical focus, although we continue to monitor the situation carefully. We expect the sizeable gas resource held within our portfolio to deliver predictable and higher margin cash flow over the longer term that we can develop at a relatively low cost given our proximity and access to underutilized infrastructure. Within Indonesia, we are seeing a steadfast commitment and high levels of support from both the government and the regulator to increase current oil production and bring the discovered gas online as quickly as possible. Beyond that, our Indonesian production has historically received a premium to Brent pricing, and with our sales denominated in U.S. dollars, and our expenses in Canadian dollars and Indonesian Rupiah, we expect this will help support sound margins. In addition, Indonesian exports to the U.S. are a modest 1.56% of GDP, which should help to moderate the impact of tariffs. We believe that the combination of our expanding growth strategy, ability to execute, and positive operating environment, will enable us to weather macro headwinds and build an increasingly profitable and sustainable organization in the years to come.

The Best is Yet to Come

In closing, I want to thank our employees in both Canada and Indonesia for their commitment to safety and on-time, on-budget operational execution – together we created significant value in Criterium this year. I also want to recognize our board of directors for their continued confidence in our team and their sage advice as we push the Company to new heights. Finally, I want to thank our shareholders for their ongoing support. We intend to remain responsible stewards of the capital and trust you have placed in us and are working diligently to deliver the strong returns you expect. We believe the Criterium team executed well in 2024 and that the Company is on a sound footing to do so again, both in 2025 and beyond, and I look forward to updating you on our progress in the quarters ahead.

(signed) "Matthew Klukas"

Matthew Klukas

President & CEO

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CRITERIUM ENERGY

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF CRITERIUM ENERGY LTD. TO BE HELD ON JUNE 17, 2025

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of Criterium Energy Ltd. (the "Corporation" or "Criterium") will be held in person at Criterium Energy Ltd. Office, Bow Valley Square 1, 202 6 Ave SW, #1120 Calgary, AB T2P 2R9 on Tuesday June 17, 2025 at 9:00 A.M. (MST), 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, 2024;
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 consider and, if thought fit, to appoint the auditors of the Corporation and authorize the directors to fix their remuneration as such;
To consider and, if thought fit, pass, with or without variation, the ordinary resolution, as more particularly set forth in the accompanying management information circular dated May 2, 2025 (the "Information Circular"), re-approving the Corporation's amended and restated Stock Option Plan;
To consider and, if thought fit, pass, with or without variation, the ordinary resolution, as more particularly set forth in the Information Circular, re-approving the Corporation's share award incentive plan;
To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Shareholders are referred to the Information Circular 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 May 2, 2025 (the "Record Date"). Only registered Shareholders as

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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 or any adjournment(s) or postponement(s) thereof, provided that, if a registered Shareholder transfers any of such Shareholder's Common Shares after the Record Date and the transferee of such Common Shares, either (i) produces a properly endorsed certificate evidencing such shares or (ii) establishes that such transferee owns the Common Shares, and requests, 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.

Completed/signed proxies can be mailed to Odyssey's proxy department in Toronto, Ontario (address below):

Odyssey Trust Company
Trader's Bank Building
702, 67 Yonge Street
Toronto, ON M5E 1J8
Attention: Proxy Department

Completed proxy forms can be emailed to [email protected] within the time set on the proxy form.

To vote online, registered Shareholders can visit: https://vote.odysseytrust.com.

DATED at Calgary, Alberta this 9th day of May 2025.

BY ORDER OF THE BOARD OF DIRECTORS
(signed) "Matthew Klukas"
President and Chief Executive Officer

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CRITERIUM

ENERGY

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON

JUNE 17, 2025

PART I - VOTING AND OTHER INFORMATION

SOLICITATION OF PROXIES

This management 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" or the "Board of Directors") 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 Criterium Energy Ltd. Office, Bow Valley Square 1, 202 6 Ave SW, #1120 Calgary, AB T2P 2R9 on Tuesday June 17, 2025 at 9:00 A.M. (MDT), for the purposes set forth in the 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. Other than as described below, the cost of any such solicitation will be borne by the Corporation.

Who is entitled to vote?

Only registered Shareholders ("Registered Shareholders") at the close of business on May 2, 2025 (the "Record Date") are entitled to vote at the Meeting, or at any adjournment(s) or postponement(s) thereof, provided that, if a Registered Shareholder transfers any of such Shareholder's Common Shares after the Record Date and the transferee of such Common Shares, either (i) produces a properly endorsed certificate evidencing such shares or (ii) establishes that such transferee owns the Common Shares, and requests, 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. Each Registered Shareholder will have one vote for each Common Share held at the close of business on the Record Date.

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 May 2, 2025, there were 136,375,234 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 as of the date of this Information Circular.

Principal Holders of Common Shares

To the knowledge of the directors and officers of Criterium, as at the date of this Information Circular and to the best of the knowledge of the Board and of management of the Corporation, only Kendall Court Cambridge Investment Manager Ltd. ("Kendall Court") beneficially owns, or controls or directs, directly or indirectly, more than 10% of the issued and outstanding Common Shares. As of the date of this Information Circular, Kendall Court holds approximately 22,035,055 or 16.2% of the issued and 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, Odyssey Trust Company, Proxy Department, Trader's Bank Building, 702, 67 Yonge Street, Toronto, Ontario, M5E 1J8, so that it is received no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time of the Meeting or any adjournment(s) or postponement(s) thereof. Registered Shareholders may also use the internet site at https://vote.odysseytrust.com to transmit their voting. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Information Circular as "Beneficial Shareholders") 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 an 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, Odyssey Trust Company, Proxy Department, Trader's Bank Building, 702, 67 Yonge Street, Toronto, Ontario, M5E 1J8, so that it is received no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time of the Meeting or any adjournment(s) or postponement(s) thereof; 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 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 persons 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

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Beneficial Shareholders should note that only proxies deposited by Registered Shareholders, being Shareholders who appear on the records maintained by the Corporation's registrar and transfer agent as Registered

Shareholders, will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder's name. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities Limited, which acts as depository for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the form of proxy provided to Registered Shareholders. However, its purpose is limited to instructing the Registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communication Solutions ("Broadridge"). Broadridge typically mails its voting instruction form to the Beneficial Shareholders and asks Beneficial Shareholders to return their voting instruction form to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free telephone number or access the internet to vote their Common Shares. The toll-free telephone number and website www.proxyvote.com are also included by Broadridge in its voting instruction form. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at a meeting. A Beneficial Shareholder receiving a voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted at the Meeting.

NOTICE-AND-ACCESS

Criterium has elected to use the "notice-and-access" provisions under National Instrument 54-101 — Communications with Beneficial Owners of Securities of a Reporting Issuer for the Meeting for Shareholders who do not hold Common Shares in their own name. The "notice-and-access" provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Corporation to post the Information Circular in respect of our Meeting and related materials online.

The Corporation has also elected to use procedures known as "stratification" in relation to the use of the "notice-and-access" provisions. Stratification occurs when Criterium, while using the "notice-and-access" provisions, provide a paper copy of the notice of meeting and Information Circular and, if applicable, a paper copy of the financial statements and related management's discussion and analysis, to some but not all of the Shareholders. In relation to the Meeting, Registered Shareholders will receive a paper copy of the notice of the Meeting, this Information Circular, a form of proxy and our financial statements and related management's discussion and analysis whereas non-registered Shareholders will receive a "notice-and-access" notification and a voting instruction form. In addition, a paper copy of the notice of the Meeting, this Information Circular, a form of proxy and the financial statements and related

management's discussion and analysis will be mailed to those Shareholders who do not hold their Common Shares in their own name but who have previously requested to receive paper copies of these materials.

The Corporation will be delivering proxy-related materials to non-objecting beneficial owners of Common Shares directly with the assistance of Broadridge. The Corporation intends to pay for brokers/intermediaries to deliver proxy-related materials to objecting beneficial owners of Common Shares.

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, 2024, 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. Such financial statements have been approved by the Board and are available on the Corporation's SEDAR+ profile at www.sedarplus.ca. No formal action is required or proposed to be taken at the Meeting with respect to the financial statements.

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 annual 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, the 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 Board unanimously recommends that Shareholders vote FOR the Fixing of Directors Resolution. It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote the proxy in favour of the Fixing of Directors Resolution.

3. Election of Directors

The Board unanimously recommends that Shareholders vote FOR 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. It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote the proxy in favour of the election as directors of the proposed nominees.

Management of the Corporation does not contemplate that any of the proposed director 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 persons designated by management of the Corporation in the enclosed form of proxy, in their 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 of Shareholders to serve until the next annual meeting of Shareholders, 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 Shareholders.

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 controlled or directed, directly or indirectly by each proposed director nominee, not being within the knowledge of the Corporation, has been furnished by the respective proposed nominees individually.

Datuk Brian Anderson
Non-Executive Chairman of the Board

Mr. Anderson is an independent businessman who previously served as Chairman of Shell North East Asia and prior to that Chairman of Shell Nigeria, responsible for managing over 1 mmboe/d. He has safely led multi-disciplinary and multinational operational E&P teams in Malaysia, Australia, and Nigeria.

Mr. Anderson was previously a director of Addax Petroleum, leveraging experience and relationships to grow business from start-up to 130 mboe/d and subsequent corporate sale.

Mr. Anderson has an extensive network of key relationships and provides access at a senior level in target jurisdictions with other operators and regulators.

Residence	Hong Kong, SAR
Age	82
Director Since	September 2022
Committee	2024 Meetings Attended
Board of Directors (Chair)	4/4
Audit Committee	4/4
Other Public Directorships	N/A
Compensation	Share Ownership
$90,000	160,000 Common Shares
	500,000 RSUs (as defined in Schedule C)

Matthew Klukas

Executive Director

Mr. Klukas is the co-founder of Criterium Energy, and previously served as its COO from inception. Previously, Mr. Klukas held progressive leadership roles at Criterium Group, an international consulting firm and Talisman Energy Ltd. (since acquired by Repsol S.A.). In his business development capacity at Talisman Energy, Mr. Klukas developed key Southeast Asia focused energy experience as part of a highly specialized team that helped to grow Talisman's Southeast Asia business into one of the strongest regions in the corporate portfolio.

He brings a strong track record of project and team leadership/management experience throughout his career in both the energy space and as a consultant.

Mr. Klukas serves as an advisor to the Canada-ASEAN Business Council (CABC) and is sought after for his insights on bringing Canadian energy knowledge to the rapidly growing economies of Southeast Asia.

Residence	Calgary, Alberta, Canada
Age	38
Director Since	September 2024

Committee	2024 Meetings Attended
Board of Directors (Chair)	1/1
Other Public Directorships	N/A

Compensation	Share Ownership
$225,336(1)	1,753,000 Common Shares
	283,333 RSUs (as defined in Schedule C)
	1,956,667 PSUs (as defined in Schedule C)

Notes:
(1) Mr. Klukas was appointed to the Board on September 6, 2024.
(2) Mr. Klukas does not receive any compensation for acting as a director of the Corporation.

David B. Dunlop
Independent Director

Mr. Dunlop currently serves as the CFO at Pembina Gas Infrastructure Inc ("PGI"). His prior roles include Senior Manager, Controller Transmission Business Unit at Pembina Pipeline Corporation, VP Finance at Veresen Inc. and VP Controller and VP Planning and Process Improvement at Talisman Energy.

He has successfully led international finance teams through business acquisitions and integrations.

Mr. Dunlop brings a comprehensive understanding of financial controls and procedures required for a Canadian listed international company operating in the Southeast Asia region.

Mr. Dunlop holds CPA and CFA designations as well as an MBA.

Residence	Calgary, Alberta, Canada
Age	60
Director Since	November 2022
Committee	2024 Meetings Attended
Board of Directors (Chair)	4/4
Audit Committee	4/4
Other Public Directorships	N/A
Compensation	Share Ownership
---	---
$35,000	5,000 Common Shares
	200,000 RSUs (as defined in Schedule C)

Michèle Stanners
Independent Director

Ms. Stanners is a nationally recognized culture leader and nation builder with over 30 years' experience in developing the cultural landscape in Canada. She is a thought leader and collaborator involved in key cultural planning within Alberta, providing strategic direction and leading multi-stakeholder consultations. Currently Ms. Stanners is a principal at Stanners Strategic & Co. and Senior Counsel at ViTreo Group, where she focuses on cultural strategy, building capabilities and governance for organizations.

Ms. Stanners is a graduate of Harvard University, culturally and fluently bilingual and is an active member of the International Women's Forum and strategic advisor to organizations and leaders throughout Canada.

Ms. Stanners is trained in law and brings strong stakeholder relations experience with a proven track record of leveraging diversity to create opportunities.

Residence	Calgary, Alberta, Canada
Age	67
Director Since	December 2015

Committee	2024 Meetings Attended
Board of Directors (Chair)	4/4
Audit Committee	4/4
Other Public Directorships	N/A

Compensation	Share Ownership
$35,000	671,581 Common Shares
	200,000 RSUs (as defined in Schedule C)

As of April 28, 2025, the directors and officers as a group, beneficially owned, or controlled or directed, directly or indirectly, 5,474,614 Common Shares, representing 4% of the issued and outstanding Common Shares as of April 28, 2025.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the best of the knowledge of the directors and executive officers of Criterium, 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 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 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.

In addition, to the best of the knowledge of the directors and executive officers of Criterium, 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, 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 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.

Further, to the best of the knowledge of the directors and executive officers of Criterium, 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, 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 any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed director.

4. Appointment of Auditors

Unless otherwise directed, it is management's intention to vote the proxies in favour of re-appointing the firm of E&Y Canada LLP, Chartered Professional Accountants ("EY") of Calgary, Alberta to serve as auditors of the Corporation until the next annual meeting of the Shareholders and to authorize the directors to fix their remuneration. EY was appointed as the Corporation's auditors on April 26, 2024 following the requested resignation of the Corporation's previous auditors, MNP LLP, Chartered Professional Accountants ("MNP").

The following table summarizes the fees billed by Criterium's current and former auditors, as applicable, for external audit and other services performed for the period indicated.

Audit Fees

The following table summarizes the fees billed by Criterium's current and former auditors, as applicable, for external audit and other services performed for the period indicated.

Fee	For the year ended December 31, 20243	For the year ended December 31, 20234
Audit Fees (1)	$312,500	$30,000
Tax Fees (2)	$0	$0
All Other Fees	$15,625	$0
Total	$328,125	$30,000

Notes:

(1) "Audit Fees" include the aggregate professional fees paid to the external auditors for the audit of the annual consolidated financial statements and other annual regulatory audits and filings. It also includes the aggregate fees paid to the external auditors for services related to the audit services, including reviewing quarterly financial statements and management's discussion thereon and consulting with the Board and Audit Committee regarding financial reporting and accounting standards.
(2) "Tax Fees" include the aggregate fees paid to external auditors for tax compliance, tax advice, tax planning and advisory services, including preparation of tax returns.
(3) Fees for work undertaken by EY Canada LLP
(4) Fees for work undertaken by MNP LLP

5. Re-Approval of the Corporation's Stock Option Plan

The Corporation's amended and restated Stock Option Plan (the "Stock Option Plan") was most recently approved by the Shareholders on May 23, 2024. In April 2025, the Board approved certain housekeeping amendments to the Stock Option Plan including amending the limitations in relation to grants of Options (as defined in Schedule B) to providers of Investor Relations Services (as defined in the Stock Option Plan) in accordance with the policies of the TSX-V.

A summary of the Stock Option Plan is set forth below and a full copy of the Stock Option Plan is attached hereto as Schedule "B". The summary set forth below is inclusive of the aforementioned amendments and is qualified in its entirety by the full text of the Stock Option Plan and all capitalized terms not otherwise defined herein all have the meaning set forth in the Stock Option Plan. A copy of the Stock Option Plan is set forth in our prior management information circular dated April 24, 2024 for our annual and special meeting of shareholders held on May 23, 2024.

The purpose of the Stock Option Plan is to develop the interest of directors, officers, employees and consultants of the Corporation and its subsidiaries, and if the Common Shares are then listed on the TSX-V, Management Company Employees (as such term is defined in the policies of the TSX-V) (collectively, "Eligible Service Providers") of the Corporation and its subsidiaries, if applicable, in the growth and development of the Corporation by providing them with the opportunity through stock options ("Options") to acquire an increased proprietary interest in the Corporation. The Stock Option Plan is administered by the Board, which may delegate its authority to a committee of the Board (the "Committee"). The Stock Option Plan provides that the Committee may from time to time, in its discretion and subject to the limits set forth therein, grant Options to Eligible Service Providers.

The Stock Option Plan is a $10\%$ "rolling plan" whereby the total number of Common Shares issuable pursuant to Options and any Common Shares issuable under any other Security Based Compensation Plans (as such term is defined in Policy 4.4 of the TSX-V Corporate Finance Policies) outstanding at any time (including the Incentive Plan (as defined Schedule C) shall not exceed $10\%$ of the aggregate number of Outstanding Securities (meaning, at the time of any share issuance or grant of Options, the aggregate

number of Common Shares that are outstanding immediately prior to the share issuance or grant of Options in question on a non-diluted basis, or such other number as may be determined under the applicable rules and regulations of all regulatory authorities to which the Corporation may be subject, including the TSX-V), subject to adjustment as set forth in the Stock Option Plan, and further subject to the applicable rules and regulations of all regulatory authorities and the TSX-V to which the Corporation may be subject.

In addition to the foregoing, if the Common Shares are then listed on the TSX-V, the number of Common Shares issuable pursuant to the Stock Option Plan to any one person in any 12 month period shall not exceed 5% of the Outstanding Securities (unless the Corporation has obtained the requisite disinterested shareholder approval). Furthermore, pursuant to the Stock Option Plan: (i) the number of Common Shares issuable to Insiders (as a group), at any time, under all Security Based Compensation Plans, including the Stock Option Plan and the Incentive Plan, shall not exceed 10% of the aggregate number of Outstanding Securities (unless the Corporation has obtained the requisite disinterested shareholder approval); (ii) the number of Common Shares issued to Insiders (as a group), within any 12 month period, under all Security Based Compensation Plans, including the Stock Option Plan and the Incentive Plan, shall not exceed 10% of the aggregate number of Outstanding Securities (unless the Corporation has obtained the requisite disinterested shareholder approval); (iii) if the Common Shares are listed on the TSX-V, the aggregate number of Common Shares reserved for issuance to any Consultant (as such term is defined in the policies of the TSX-V) in any 12 month period under all Security Based Compensation Plans, including the Stock Option Plan and the Incentive Plan, shall not exceed 2% of the aggregate number of Outstanding Securities; and (iv) if the Common Shares are listed on the TSX-V, the aggregate number of Common Shares reserved for issuance to all persons employed to provide Investor Relations Activities (as such term is defined in the policies of the TSX-V) in any 12 month period under the Stock Option Plan shall not exceed 2% of the aggregate number of Outstanding Securities. For greater certainty, persons employed to provide Investor Relations Activities may not receive any securities pursuant to any Security Based Compensation Plan of the Corporation other than the Stock Option Plan.

Pursuant to the Stock Option Plan, the Committee may, in its sole discretion, determine the time during which Options vest and the method of vesting, provided that, if the Common Shares are listed on the TSX-V, Options issued to persons retained to provide Investor Relations Activities must vest in stages over a period of not less than 12 months with no more than 1/4 of the Options vesting in any 3 month period. The Committee may, in its sole discretion, accelerate the vesting of Options following the date on which they are granted. No Options granted to Investor Relations Service Providers (as such term is defined in the policies of the TSX-V) may be accelerated without prior TSX-V acceptance. If a Change of Control occurs, notwithstanding any other provision contained in the Stock Option Plan, all issued and outstanding Options shall be automatically fully vested and exercisable (whether or not then vested) immediately prior to the time such Change of Control takes place and shall terminate on the 90th day after the occurrence of such Change of Control, or at such earlier time as may be established by the Board, in its absolute discretion, prior to the time such Change of Control takes place. Subject to applicable rules and regulations, including those of the TSX-V, the exercise price of any Option shall be fixed by the Committee when such Option is granted, provided that such price shall not be less than the Market Price of the Common Shares. The Stock Option Plan provides that Options may be exercisable for up to a maximum of 10 years. Options are not transferable or assignable except in accordance with the Stock Option Plan and the holding of Options does not entitle the holder thereof to any rights as a Shareholder.

In addition and unless otherwise determined by the Board, each Option shall provide that: (i) upon the death of the optionee, any vested Options shall terminate on the date that is not longer than 12 months

following the date of death of the optionee; (ii) if the optionee shall no longer be a director or officer of, be in the employ of, or be providing ongoing management or consulting services to the Corporation or its subsidiaries (other than by reason of termination for cause), the Option shall terminate on the earlier of the expiry date of the Option and the expiry of the period not in excess of 90 days prescribed by the Committee at the time of grant, following the date that the optionee ceases to be a director, officer or employee of the Corporation, or ceases to provide ongoing management or consulting services to, the Corporation, as the case may be; and (iii) if the optionee shall no longer be a director or officer of or be in the employ of, or consultant or other service provider to, the Corporation or its subsidiaries by reason of termination for cause, the Option shall terminate immediately on such termination for cause (whether notice of such termination occurs verbally or in writing), provided that the number of Common Shares that the optionee (or his or her heirs or successors) shall be entitled to purchase until such date of termination: (A) shall in the case of death of the optionee, be all of the Common Shares that may be acquired on exercise of the Options held by such optionee (or his or her heirs or successors) whether or not previously vested, and the vesting of all such Options shall be accelerated on the date of death for such purpose; and (B) in any case other than death or termination for cause, shall be the number of Common Shares which the optionee was entitled to purchase on the date the optionee ceased to be an officer, director, employee, consultant or other service provider, as the case may be. In the event of termination for cause, all of the Options, whether vested or unvested, shall be forfeited.

Subject to the provisions of the Stock Option Plan, if permitted by the Committee, an optionee (if the Common Shares are listed on the TSX-V, other than any Investor Relations Service Provider) may elect to exercise an Option by surrendering such Option in exchange for the issuance of Common Shares equal to the number determined by dividing the VWAP (meaning, the volume weighted average trading price of the Common Shares on the TSX-V, calculated by dividing the total value by the total volume of such securities trading for the 5 trading days immediately preceding the exercise of the subject option) into the difference between the VWAP and the exercise price of such Option. If exercising an Option in this manner, a written notice of exercise specifying that the Optionee has elected to a cashless exercise of such Option and the number of Options to be exercised must be delivered to the Corporation in accordance with the Stock Option Plan.

A written agreement will be entered into between the Corporation and each optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to Option, the exercise price, the expiry date, and provisions as to vesting (if applicable), and any other terms approved by the Committee, all in accordance with the provisions of Stock Option Plan.

Subject to the restrictions set out in the Stock Option Plan, the Committee may amend or discontinue the Stock Option Plan and Options granted thereunder at any time without Shareholder approval, provided any amendment to the Stock Option Plan that requires approval of the TSX-V may not be made without approval. Without the prior approval of the Shareholders, or such approval as may be required by the TSX-V, the Committee may not: (i) make any amendment to the Stock Option Plan to increase the percentage of Common Shares reserved for issuance on exercise of outstanding Options at any time; (ii) reduce the exercise price of any outstanding Options granted to Insiders; (iii) extend the term of any outstanding Option granted to an Insider beyond the original expiry date of such Option (other than in accordance with the Stock Option Plan); (iv) make an amendment to increase the maximum limit on the number of securities that may be issued under all Security Based Compensation Plans (as referenced above); (v) make any amendment to the Stock Option Plan that would permit an optionee to transfer or assign Options to a new beneficial optionee other than in the case of death of the optionee; or (vi) amend the amendment clause. In addition, no amendment to the Stock Option Plan or Options granted pursuant

to the Stock Option Plan may be made without the consent of the Optionee, if it adversely alters or impairs any Option previously granted to such Optionee under the Stock Option Plan. In respect of the foregoing (ii), (iii) and (iv), reference to prior Shareholder approval shall mean prior disinterested shareholder approval.

The Committee may amend or terminate the Stock Option Plan or any outstanding Option granted thereunder at any time without the approval of the Corporation, the Shareholders or any optionee whose Option is amended or terminated, in order to conform the Stock Option Plan or such Option, as the case may be, to applicable law or regulation or the requirements of the TSX-V or any relevant exchange or regulatory authority, whether or not that amendment or termination would affect any accrued rights, subject to the approval of that exchange or regulatory authority.

At the Meeting, Shareholders will be asked to consider the ordinary resolution re-approving the Stock Option Plan (the "Stock Option Plan Resolution") set forth below. In order to be passed, the Stock Option Plan Resolution must be approved by a simple majority of the votes cast by Shareholders who vote in person or represented by proxy at the Meeting or any adjournment(s) or postponement(s) thereof.

"BE IT RESOLVED, as an ordinary resolution that:

the amended and restated Stock Option Plan (the "Stock Option Plan") of Criterium Energy Ltd. (the "Corporation") as more particularly described in the management information circular of the Corporation dated May 9, 2025 is hereby re-approved and confirmed;
the form of the Stock Option Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the holders (the "Shareholders") of the common shares of the Corporation;
notwithstanding that this ordinary resolution has been duly passed by the Shareholders, the directors of the Corporation may in their sole discretion revoke this ordinary resolution in whole or in part at any time prior to it being given effect without further notice to, or approval of, the Shareholders; and
any one director or officer of the Corporation is authorized and directed for and in the name of and on behalf of the Corporation to execute or cause to be executed, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this ordinary 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 Board unanimously recommends that Shareholders vote FOR the Stock Option Plan Resolution. It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote the proxy in favour of the Stock Option Plan Resolution.

6. Re-Approval of Corporation's Share Award Incentive Plan

The Corporation's share award incentive plan (the "Incentive Plan") was most recently approved by the Shareholders on May 23, 2024. In April 2025, the Board approved certain housekeeping amendments to the Incentive Plan including disinterested shareholder approval provisions relating to grants exceeding

certain limitations set forth in the Incentive Plan in accordance with the policies of the TSX-V.

A summary of the Incentive Plan is set forth below and a full copy of the Incentive Plan is set forth in Schedule "C" hereto. The summary set forth below is inclusive of the aforementioned amendments and is qualified in its entirety by the full text of the Incentive Plan and all capitalized terms not otherwise defined herein all have the meaning set forth in the Incentive Plan. A copy of the Incentive Plan is set forth in our prior management information circular dated April 24, 2024 for our annual and special meeting of shareholders held on May 23, 2024.

The purpose of the Incentive Plan is to issue share awards in order to: (i) retain and attract qualified directors, officers, consultants, employees and other service providers ("Service Providers") that the Corporation or any of the Corporation's subsidiaries, partnerships or other controlled entities require (but does not include any persons retained by the Corporation to provide "investor relations activities" (as such term is defined by the rules and policies of the TSX-V); and (ii) to promote a proprietary interest in the Corporation by such Service Providers and to encourage such persons to remain in the employ or service of the Corporation or any of the Corporation's subsidiaries, partnerships or other controlled entities and put forth maximum efforts for the success of the affairs of the Corporation and the business of any of the Corporation's subsidiaries, partnerships or other controlled entities.

Under the Incentive Plan, share awards ("Share Awards") in the forms of restricted awards and performance awards may be granted. The Incentive Plan is a 10% "rolling plan" whereby the number of Common Shares reserved that are available to be issued pursuant to outstanding Share Awards granted and outstanding under the Incentive Plan shall not exceed the number of Common Shares equal to 10% of the Total Common Shares (being the aggregate number of issued and outstanding Common Shares, including other fully paid securities of the Corporation or any of the Corporation's subsidiaries, partnerships or other controlled entities exchangeable into Common Shares), less the aggregate number of Common Shares reserved for issuance from time to time under all other Security Based Compensation Arrangements (meaning, if the Common Shares are listed on the TSX-V, the same meaning as "Security Based Compensation" as such term is defined in Policy 4.4 of the TSX-V Corporate Finance Policies, and includes the Stock Option Plan). Any increase in the Total Common Shares will result in an increase in the available number of Common Shares that are available to be issued under the Incentive Plan and any issuance of Common Shares pursuant to Share Awards will make new grants available under the Incentive Plan.

In addition to the foregoing, if the Common Shares are then listed on the TSX-V, the number of Common Shares issuable pursuant to the Incentive Plan to any one person in any 12 month period under all Security Based Compensation Arrangements will not exceed 5% of the Total Common Shares. Furthermore, pursuant to the Incentive Plan: (i) the number of Common Shares issuable to Insiders (as such term is defined in the policies of the TSX-V), at any time, under all Security Based Compensation Arrangements, including the Incentive Plan and the Stock Option Plan, shall not exceed 10% of the aggregate number of Total Common Shares; (ii) the number of Common Shares issued to Insiders, within any one year period, under all Security Based Compensation Arrangements, including the Incentive Plan and the Stock Option Plan, shall not exceed 10% of the aggregate number of Total Common Shares; and (iii) if the Common Shares are listed on the TSX-V, the aggregate number of Common Shares reserved for issuance to any consultant under all Security Based Compensation Arrangements, including the Incentive Plan and the Stock Option Plan, in a 12 month period shall not exceed 2% of the aggregate number of Total Common Shares. If any Share Awards are granted in excess of the limits set forth above, the Corporation will be required to seek disinterested shareholder prior to such Share Awards being paid.

For purposes of the calculations noted above, it shall be assumed that all issued and outstanding Share Awards are to be paid by the issuance of Common Shares from treasury, notwithstanding the Corporation's right to settle the Award Value (meaning, with respect to any Share Award, an amount equal to the value of a notional number of Common Shares granted pursuant to such Share Award, as such number may be adjusted in accordance with the terms of the Incentive Plan, multiplied by the Fair Market Value (as defined in the Incentive Plan) of a Common Share and in the case of a performance award, multiplied by the payout multiplier) underlying Share Awards in cash or by purchasing Common Shares on the open market. Further, any additional Common Shares issued as the result of the application of the performance award payout multiplier and/or the Adjustment Ratio (as defined in the Incentive Plan) of greater than 1.0 shall count towards the limitations set out above. In addition, for purposes of monitoring compliance with the foregoing limitations, a performance award payout multiplier of 2.0 will be assumed for any performance awards.

Each Share Award granted under the Incentive Plan shall be subject to the terms and conditions of the Incentive Plan and evidenced by a written agreement between the Corporation and the grantee (a "Share Award Agreement"). The Board shall designate the number of Common Shares to be referred to in respect of each Share Award to be awarded to a grantee pursuant to the Share Award and shall designate such award as either a "Restricted Award" or a "Performance Award", as applicable, in the Share Award Agreement relating thereto. The Payment Dates (meaning, with respect to any Share Award, the date upon which such Share Award vests and upon which the Corporation shall pay to the grantee the Award Value to which the grantee is entitled pursuant to such Share Award in accordance with the terms of the Incentive Plan) in respect of Share Awards issued pursuant to the Incentive Plan shall be as determined by the Board in its sole discretion and, for greater certainty, the Board may in its sole discretion impose such conditions to vesting and the determination of the Payment Date(s) in respect of payment pursuant to any Share Award as it deems prudent, subject to certain restrictions as set forth in the Incentive Plan (provided, subject to certain exceptions, that no Share Award shall vest prior to the date that is one year from the date of the grant of such Share Award). Prior to the Payment Date for a Performance Award, the Board will assess the Corporation's performance over the applicable period and will apply a ranking and weighting to each corporate performance measure to arrive at a payout multiplier between 0 and 2.0, which payout multiplier will be applied to the Award Value of a Performance Award on the Payment Date.

On the Payment Date of any Share Award, the Corporation, in its sole discretion, shall have the option of settling the Award Value payable in respect of a Share Award by any of the following methods or by a combination of such methods (subject to certain restrictions as set forth in the Incentive Plan): (i) payment in cash; (ii) in the event that the Common Shares are listed on the TSX-V, payment in Common Shares acquired by the Corporation on the TSX-V; or (iii) payment in Common Shares issued from the treasury of the Corporation. Unless stated otherwise, all Share Awards under the Incentive Plan expire on December $15^{\text{th}}$ of the third year following which the Share Award was granted (the "Expiry Date").

Unless otherwise determined by the Board or unless otherwise provided in a Share Award Agreement pertaining to a particular Share Award or any written employment or consulting agreement governing a grantee's role as a Service Provider of the Corporation or any of the Corporation's subsidiaries, partnerships or other controlled entities: (i) if a grantee ceases to be a Service Provider of the Corporation or any of the Corporation's subsidiaries, partnerships or other controlled entities for any reason whatsoever, including termination without cause, other than the death of such grantee, all outstanding Share Award Agreements and Share Awards issued to such grantee shall be terminated and all rights to receive payment of the Award Value thereunder shall be forfeited by the grantee effective as of the date

that is 60 days from the Cessation Date (meaning the grantee's last day of actively providing services to the Corporation or any of the Corporation's subsidiaries, partnerships or other controlled entities), provided that; upon the termination of any employee for cause, the Board may, in its sole discretion, determine that all outstanding Share Awards shall immediately terminate and become null and void on the Cessation Date; or (ii) upon the death of a grantee prior to the Expiry Date, all outstanding Share Award Agreements and Share Awards issued to such grantee shall be terminated and all rights to receive payment of the Award Value thereunder shall be forfeited by the grantee effective on the earlier of the Expiry Date and the date that is 6 months from the Cessation Date.

The Incentive Plan provides for cumulative adjustments to the number of Common Shares to be issued pursuant to Share Awards on each date that dividends are paid on the Common Shares by an amount equal to a fraction having as its numerator the amount of the dividend per Common Share multiplied by the Adjustment Ratio immediately prior to the record date for such dividend and having as its denominator the price, expressed as an amount per Common Share, paid by participants in a dividend reinvestment plan to reinvest their dividends in additional Common Share on the applicable dividend payment date, provided that if the Corporation has suspended the operation of such plan or does not have such a plan, then the Reinvestment Price shall be equal to the Fair Market Value of the Common Shares on the trading day immediately preceding the dividend payment date. To the extent that Common Shares are issued to a Share Award holder pursuant to a non-cash dividend, such Common Shares shall be applied towards the limitations set forth above.

The Incentive Plan and any Share Awards granted pursuant to the Incentive Plan may be amended, modified or terminated by the Board without approval of Shareholders, subject to any required approval of the TSX-V in the event that the Common Shares are listed on the TSX-V. However, if the Common Shares are listed on the TSX-V, then notwithstanding the foregoing, the Incentive Plan may not be amended without Shareholder approval to: (i) increase the number of Common Shares that are available to be issued under outstanding Share Awards at any time; (ii) extend the Expiry Date of any outstanding Share Awards; (iii) make any amendment to the Incentive Plan that would permit a holder to transfer or assign Share Awards to a new beneficial holder other than for estate settlement purposes; (iv) increase the number of Common Shares that may be issued to Insiders or individual Service Providers (as referenced above and as more fully set out in the Incentive Plan); or (v) amend the amendment clause. In addition, no amendment to the Incentive Plan or Share Awards granted pursuant to the Incentive Plan may be made without the consent of the grantee if it adversely alters or impairs the rights of any grantee in respect of any Share Award previously granted to such grantee under the Incentive Plan.

At the Meeting, Shareholders will be asked to consider the ordinary resolution re-approving the Incentive Plan (the "Incentive Plan Resolution") set forth below. In order to be passed, the Incentive Plan Resolution must be approved by a simple majority of the votes cast by Shareholders who vote in person or represented by proxy at the Meeting or any adjournment(s) or postponement(s) thereof.

"BE IT RESOLVED, as an ordinary resolution that:

the share award incentive plan (the "Incentive Plan") of Criterium Energy Ltd. (the "Corporation") as more particularly described in the management information circular of the Corporation dated May 9, 2025 is hereby confirmed and re-approved;
the form of the Incentive Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the holders (the

"Shareholders") of the common shares of the Corporation;

notwithstanding that this ordinary resolution has been duly passed by the Shareholders, the directors of the Corporation may in their sole discretion revoke this ordinary resolution in whole or in part at any time prior to it being given effect without further notice to, or approval of, the Shareholders; and
any one director or officer of the Corporation is authorized and directed for and in the name of and on behalf of the Corporation to execute or cause to be executed, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this ordinary 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 Board unanimously recommends that Shareholders vote FOR the Incentive Plan Resolution. It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote the proxy in favour of the Incentive Plan Resolution.

PART III - 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.

The Board 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 access to the Corporation's external auditors, legal counsel and to any of the Corporation's officers.

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

Independence

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

As of the date of this Information Circular, three of the four directors, are considered independent. Under National Instrument 52-110 – Audit Committees ("NI 52-110"), an independent director is one who is free from any direct or indirect material 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 Matthew Klukas 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 legal counsel to the Corporation of their 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 and will be revised as necessary.

Ethical Business Conduct

The Board adopted a Code of Business Conduct and Ethics (the "Code") on April 28, 2024. Each of the Corporation's employees, officers and directors are required to confirm his or her understanding, acceptance and compliance of the Code on an annual basis. Any reports of variance from the Code are to be reported to the Board. To the extent that management is unable to make a determination as to whether a breach of the Code has taken place, the Board will review the alleged breach in order to make a determination. The Board monitors compliance with the Code by requiring each of the senior officers of the Corporation to affirm in writing on a regular basis his or her agreement to abide by the Code, as to his or her ethical conduct and with respect to any conflicts of interest.

In accordance with the Business Corporations Act (Alberta), a director who is a party to, or is a director or an officer of a person which is a party to, a material contract or material transaction or a proposed material contract or proposed material transaction is required to disclose the nature and extent of his or her interest and not to vote on any resolution to approve the contract or transaction. In addition, in certain cases, an independent committee of the Board may be formed to deliberate on such matters in the absence of the interested party. Any potential conflicts of interest must be reported immediately to senior management.

The Board has also adopted a Disclosure, Confidentiality and Trading Policy which provides guidance on disclosure of material information and maintaining confidentiality and restrictions on trading securities of the Corporation.

Nomination of Directors

The Board has not appointed a nominating committee. The Board identifies new nominees for election to the Board, although no formal recruitment and nomination 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.

Compensation and Corporate Governance

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

To determine compensation payable to directors and Named Executive Officers, the independent directors review compensation paid by companies of similar size and stage of development in the oil and gas industry and determine an appropriate compensation, reflecting the need to incentivize and compensate directors and executive officers for the time and effort expended, 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 considering 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.

PART IV - OTHER INFORMATION

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

Management of the Corporation are not aware of any matters material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted upon at the Meeting other than the election of directors or appointment of auditors, of any director or executive officer of the Corporation who has held such office at any time since the beginning of the Corporation's last financial year, any proposed director nominee or any associate or affiliate of any of the foregoing.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information in respect of securities authorized for issuance under the Corporation's equity compensation plans as at December 31, 2024.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights^{(1)} (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)
Equity compensation plans approved by securityholders	2,296,667	$0.16 (Options)	10,424,023
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
TOTAL	2,296,667	$0.16	11,424,023

Notes:

(1) As at December 31, 2024, there was an aggregate of 636,667 Options, 850,000 RSUs and 810,000 PSUs outstanding. Pursuant to the terms of the Stock Option Plan and Incentive Plan, the total number of Common Shares issuable pursuant to Options and Share Awards may not exceed 10% of the outstanding Common Shares.

(2) The number of Common Shares issuable under the PSUs pursuant to the Incentive Plan assumes 1x payout multiplier.

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 or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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 ("NI 51-102")) 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 has materially affected or would materially affect the Corporation or any of its subsidiaries.

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.sedarplus.ca.

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 securityholder 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, 2024, 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.

PART V - STATEMENT OF EXECUTIVE COMPENSATION

The Corporation (as defined below) is a "venture issuer" as defined under NI 51-102 and is disclosing its statement of executive compensation in accordance with Form 51-102F6V (as defined below).

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 cash bonuses; and (iii) long term incentive compensation in the form of stock Options and or Share Awards. 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 – Cash Bonuses

The Board may from time to time award cash bonuses to the President and Chief Executive Officer and other members of management. All cash bonuses are discretionary and there are 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.

Long Term Incentive Compensation

Options

The Stock Option Plan allows for the granting of Options to purchase Common Shares to Eligible Service Providers. See "Part II – Business of the Meeting – Matters to be Acted Upon at the Meeting – Re-Approval of the Corporation's Stock Option Plan" for further details on the Stock Option Plan and Options.

Share Awards

The Incentive Plan allows for the grant of Share Awards to Service Providers. See "Part II – Business of the Meeting – Matters to be Acted Upon at the Meeting – Re-Approval of the Corporation's Share Award Incentive Plan" for further details on the Incentive Plan and Share Awards.

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table sets forth for the years ended December 31, 2024 and 2023, all compensation (other than Compensation Securities as defined in Form 51-102F6V) paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation to each Named Executive Officer and director, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the Named Executive Officer or director for services provided and for services to be provided, directly or indirectly, to the Corporation.

Table of Compensation excluding Compensation Securities

Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)^{(1)}	Total Compensation ($)
Matthew Klukas, President & CEO^{(3)}	2024	192,067	Nil	Nil	Nil	33,269	225,336
	2023	190,000^{(2)}	Nil	Nil	Nil	89,681	279,681
Robin Auld, Former President & CEO	2024	215,478^{(6)(7)}	Nil	Nil	Nil	262,248	477,726
	2023	320,000^{(7)}	Nil	Nil	Nil	179,361	499,361
Andrew Spitzer, CFO^{(4)}	2024	161,500	Nil	Nil	Nil	50,802	212,302
	2023	148,542	Nil	Nil	Nil	6,875	155,417
Henry Groen, Senior Advisor & Former CFO	2024	31,500	Nil	Nil	Nil	11,868	43,368
	2023	37,500	Nil	Nil	Nil	11,868	49,368
Datuk Brian Anderson, Board Chair	2024	Nil	Nil	90,000	Nil	Nil	90,000
	2023	Nil	Nil	90,000	Nil	Nil	90,000
David Dunlop, Director	2024	Nil	Nil	35,000	Nil	Nil	35,000
	2023	Nil	Nil	35,000	Nil	Nil	35,000

Michèle Stanners, Director	2024	Nil	Nil	35,000	Nil	Nil	35,000
	2023	Nil	Nil	35,000	Nil	Nil	35,000
Hendra Jaya, Indonesia Country Manager(8)	2024	176,318	Nil	Nil	Nil	Nil	176,318
	2023	72,900	Nil	Nil	Nil	Nil	72,900

Notes:

(1) Includes share-based compensation.
(2) Mr. Klukas has elected to defer $72,330 of their 2023 salary to a later date, numbers are inclusive of deferred amounts.
(3) Mr. Klukas was appointed as Chief Executive Officer on September 6, 2024. 2024 amounts include salary earned in his previous role as Chief Operating Officer during the year.
(4) Mr. Spitzer was appointed as Chief Financial Officers on September 6, 2024. Represents amounts received during the full year ended December 31, 2024 in his previous capacity as VP – Corporate Development.
(5) Mr. Groen resigned as the Chief Financial Officer of the Corporation on September 6, 2024. Following his resignation as Chief Financial Officer, Mr. Groen remained a contractor of the Corporation and is renumerated via rentainer for services rendered.
(6) Includes a portion of 2024 salary paid in US dollars.
(7) $133,511 in salary was deferred in 2023 and paid in cash in 2024, the 2024 value represented does not include that deferred payment.
(8) Mr. Jaya was appointed Country Manager on February 8, 2024, his compensation during 2023 and 2024 has been paid in US dollars during that time.

During the year ended December 31, 2024, no management functions were performed by any person other than the directors or executive officers of the Corporation.

Stock Options and other Compensation Securities

No Compensation Securities were granted or issued to any director or 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 or any of its subsidiaries. As of December 31, 2024, the total number of Compensation Securities held by each Named Executive Officer and director is as follows:

Name and Position	PSUs	RSUs	Stock Options
Matthew Klukas, President & CEO	85,000	850,000	Nil
Andrew Spitzer, CFO	700,000	Nil	Nil
Henry Groen, Former CFO	Nil	Nil	150,000
Brian Anderson, Board Chair	Nil	Nil	Nil
David Dunlop, Director	Nil	Nil	Nil
Michèle Stanners, Director	Nil	Nil	Nil

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 ($)	Total value on exercise date ($)
Matthew Klukas, President, CEO and Director	PSUs	28,333	0.07	November 16, 2024	0.07	N/A	TBC
	RSUs	283,333(1)	0.07	September 26, 2024	0.07	N/A	TBC
Robin Auld, President, CEO and Director	RSUs	1,133,333	0.08	October 30, 2024	0.08	N/A	146,540
Andrew Spitzer, CFO	PSUs	233,333	0.07	November 16, 2024	0.07	N/A	TBC
Henry Groen, Former CFO	Nil	Nil	N/A	N/A	N/A	N/A	N/A
Brian Anderson, Board Chair	Nil	Nil	N/A	N/A	N/A	N/A	N/A
David Dunlop, Director	Nil	Nil	N/A	N/A	N/A	N/A	N/A
Michèle Stanners, Director	Nil	Nil	N/A	N/A	N/A	N/A	N/A
Hendra Jaya, Indonesia Country Manager	Nil	Nil	N/A	N/A	N/A	N/A	N/A

Notes:
(1) The Performance Share Units ("PSUs") vested on November 16, 2024 and were issued subsequent to the December 31, 2024 year end.
(2) The Restricted Share Units ("RSUs") vested on September 26, 2024 with the shares being issued following the December 31, 2024 year end.
(3) In accordance with his employment agreement, Mr. Auld's outstanding RSUs were accelerated and settled upon his resignation as President and Chief Executive Officer on September 3, 2024.
(4) None of Messrs. Groen, Anderson, Dunlop or Ms. Stanners had Compensation Securities which were exercised or settled during the year ended December 31, 2024.

Employment, Consulting and Management Agreements

Currently Criterium has executive employment agreements in place for President & CEO Matthew Klukas and CFO Andrew Spitzer with annual cash salary terms of $210,000 and $175,000 respectively. Each of these contracts has a change of control provision that provides for an amount payable to the executive equal to 12 months salary and vesting of any unvested stock options or share awards. In the event of termination for just cause, no compensation shall be paid and all unvested stock options or share awards will be forfeited. In the event of termination without just cause, an amount payable to the executive equal to 12 months salary and vesting of any unvested stock options or share awards will occur.

Oversight and Description of Director and NEO Compensation

The Board 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 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 annually reviews and determines compensation for the Corporation's directors and NEOs.

Directors do not receive additional compensation for acting as chairs of committees of the Board. Directors are entitled to receive Options and other applicable awards under the Stock Option Plan and the Incentive 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. Director compensation is determined by comparing cash and stock based compensation again a group of peer companies deemed appropriate by management.

The Board has implemented three levels of compensation to align the interests of the two 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, 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 Options, RSUs and PSUs. The Board has the overall responsibility to administer the Option Plan and the Incentive Plan and the grant of Options, RSUs and PSUs under the Option Plan and the Incentive Plan, as applicable. For further details relating to the Option Plan and the Incentive Plan see "Part II – Business of the Meeting – Re-Approval of the Corporation's Stock Option Plan" and "Part II – Business of the Meeting – Re-Approval of the Corporation's Share Award Incentive Plan"; and

(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 has annual performance criteria or objectives, as such, all significant share-based 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 and approval by the Board.

Pension Disclosure

The Corporation does not provide a pension to any of its directors or NEOs.

PART VI - CAUTIONARY STATEMENT REGARDING FORWARD LOOKING-INFORMATION

This Information Circular contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") under applicable securities legislation. Such forward-looking statements are included for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such forward-looking statements may not be appropriate for other purposes, such as making investment decisions. Forward-looking statements typically include words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "target", "goal", "propose", "project", "strive" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements in this Information Circular include, but are not limited to, statements with respect to: the Corporation's expectation that it will continue to build a sustainable and profitable portfolio of assets as a result of its extensive network of relationships in South East Asia, its highly motivated and committed management team, and its experienced in region operating team; the Corporation's intention to deliver on its strategic pillars while maximizing both stakeholder and Shareholder returns; the Corporation striving to be a regional consolidator of choice; the Corporation's expectation that value can be created through low risk development and efficient operations by acquiring assets which have traditionally been undercapitalized; the Corporation's expectations with respect to South East Asia being a favourable market; the Corporation's expectations with respect to undercapitalized assets; the Corporation's expectations with respect to its ability to execute a low-risk, high-return strategy; the Corporation's expectations with respect to regional consolidation and accretive growth; the anticipated benefits from the acquisition of MOPL, including the Corporation's belief that the MOPL assets have long term production potential and accretive growth opportunities and that the assets will allow the Corporation to continue to execute on its three strategic pillars; the Corporation's expectation that it will continue to progress the work outlined in its recent guidance, and that such progress will result in deleveraging of the Corporation and value being created for Shareholders; the Corporation's expectations with respect to the commencement of drilling of its first well, the timing thereof and that the Corporation plans to provide updates on other key value catalysts; and the Corporation's expectation that it will continue to advance its plans for growth and deliver exceptional results for all stakeholders and Shareholders.

Forward-looking statements are based on a number of factors and assumptions which have been used to develop such statements, but which may prove to be incorrect. Although the Corporation believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements because the Corporation can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this Information Circular, assumptions have been made regarding and are implicit in, among other things: the ability of the Corporation to execute its strategy; the Corporation's ability to effectively manage growth; political stability of the areas in which the Corporation is operating and completing transactions; the ability of the Corporation to satisfy the drilling and other requirements under its licenses and leases; continued operations of and approvals forthcoming from governments in South East Asia in a manner consistent with past conduct; future seismic and drilling activity on the expected timelines; the continued favourable pricing and operating netbacks in South East Asia; future production rates and associated operating netbacks and cash flow; the ability to reach agreement with partners; the ability of the Corporation to maintain its directors, senior management team and employees with relevant experience; the ability of the Corporation to successfully manage the political and economic risks inherent in pursuing oil and gas opportunities in South East Asia; field production rates and decline rates; the ability of the Corporation to secure adequate product egress; the impact of increasing competition in or near the Corporation's plays; the ability of the Corporation to obtain qualified staff, equipment and services in a

timely and cost-efficient manner to develop its business and execute work programs; the Corporation's ability to operate the properties in a safe, environmentally responsible, efficient and effective manner; the ability to meet drilling deadlines and other requirements under licenses and leases; the timing and costs of pipeline, storage and facility construction and expansion; future oil and natural gas prices; currency, exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters; the ability of the Corporation to successfully market its oil and natural gas products; the ability to successfully manage the political and economic risks inherent in pursuing oil and gas opportunities in foreign countries; the state of the capital markets; and the ability of the Corporation to obtain financing on acceptable terms.

Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.

Forward-looking statements involve significant known and unknown risks and uncertainties. Exploration, appraisal, and development of oil and natural gas reserves are speculative activities and involve a significant degree of risk. A number of factors could cause actual results to differ materially from those anticipated by the Corporation including, but not limited to: the risks associated with the oil and gas industry; risks relating to Indonesian infrastructure; uncertainty regarding the sustainability of initial production rates and decline rates thereafter; uncertainty regarding the contemplated timelines for further testing and production activities; uncertainty regarding the state of capital markets and the availability of future financings; the risk of being unable to meet drilling deadlines and the requirements under licenses and leases; uncertainty regarding the availability of offshore drilling rigs and associated equipment on the contemplated timelines for drilling programs; the risks of disruption to operations and access to worksites, threats to security and safety of personnel and potential property damage related to political issues, terrorist attacks, insurgencies or civil unrest; the risks of increased costs and delays in timing related to protecting the safety and security of the Corporation's personnel and property; political stability in Indonesia; the risk of foreign exchange rate fluctuations; the risk of partners having different views on work programs and potential disputes among partners; counterparty risks; the uncertainty regarding government and other approvals (potential changes in laws and regulations); the risks associated with weather delays and natural disasters; and the risk associated with international activity.

The forward-looking statements contained herein are expressly qualified by this cautionary statement. The forward-looking statements contained in this Information Circular are made as of the date hereof and the Corporation does not undertake any obligation to update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

SCHEDULE "A"

REPORTING PACKAGE

See attached.

SCHEDULE "B"
STOCK OPTION PLAN

See attached.

SCHEDULE "C"
INCENTIVE PLAN

See attached.

SCHEDULE "D"
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 four directors, all of whom are independent¹ 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

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 re-appointment 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

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;

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.

CRITERIUM ENERGY LTD.

Consolidated Financial Statements

For the years ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)

Shape the future with confidence

Ernst & Young LLP
Calgary City Centre
2200-215 2nd Street SW
Calgary, AB T2P 1M4

Tel: +1 403 290 4100
Fax: +1 403 290 4265
ey.com

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Criterium Energy Ltd.

Opinion

We have audited the consolidated financial statements of Criterium Energy Ltd. and its subsidiaries (the Company), which comprise the consolidated statement of financial position as at December 31, 2024, and the consolidated statement of loss and comprehensive loss, changes in shareholders' equity and cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects the consolidated financial position of the Company as at December 31, 2024, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to Note 2 in the consolidated financial statements, which describes events or conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. As stated in Note 2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other matter

The consolidated financial statements of the Company for the year ended December 31, 2023, were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on April 25, 2024.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period. In addition to the matter described in the Material uncertainty related to going concern section of our report, we have determined the matter described below to be the key audit matter to be communicated in our report. These matters were addressed in the context of the audit of the consolidated financial statements as a whole, and in forming the auditor's opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements.

Shape the future with confidence

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Key audit matter

Valuation of PP&E in the MOPL acquisition

On January 4, 2024, the Company acquired 100% of the issued and outstanding common shares of Mont D'Or Petroleum Limited ("MOPL") for an aggregate purchase price of $15,990 thousand, as detailed in Note 5 of the consolidated financial statements. The cost of the acquisition was allocated to the fair values of the assets acquired and liabilities assumed as at the acquisition date. The purchase price allocation included property, plant & equipment ("PP&E") of $52,203 thousand which was valued by management using estimated future cash flows from proved, probable and contingent reserves and resources, discounted using market discount rates. Key areas of judgment were primarily discount rates, production volumes and price assumptions.

We considered the value allocated to PP&E in the MOPL acquisition to be a key audit matter due to the high degree of judgement by management and associated estimation uncertainty, and a high degree of auditor judgment and effort in performing procedures relating to the key assumptions.

The impact of estimated oil and natural gas reserves and resources on PP&E and contingent payments

As described in notes 2 and 4 to the consolidated financial statements, the Company uses proved and probable reserves in the calculation of depletion expense for its carrying value of PP&E, as well as reserves and resources to evaluate whether indicators of impairment exist in the Company's cash generating units, and to determine the valuation of contingent payments based on future production and pricing. The Company had $56,924 thousand of PP&E and a contingent payment to MOPL's former owners of $4,533 thousand as at December 31, 2024. Depreciation and depletion expense was $4,449 thousand and nil revaluation of the contingent liability was recorded for the year ended December 31, 2024.

The Company's oil and natural gas reserves and resources were evaluated by independent petroleum engineers (management's expert). Key assumptions developed by management used to determine reserves and resources include forward price estimates, expected future rates of production, future production

How our audit addressed the key audit matter

To test the Company's estimated fair valuation of PP&E acquired, we performed the following procedures, among others:

Read the production sharing contracts to obtain an understanding of the key requirements under the contracts;
Involved our valuation specialists to assess the valuation methodology applied, and the various inputs utilized in determining the discount rates by referencing current industry, economic, and comparable company information, as well as company and cash-flow specific risk premiums;
Compared forecasted production and pricing used to determine the fair value of acquired PP&E to historical financial performance of the acquired business, and third-party sources; and
Evaluated the adequacy of the disclosures in the accompanying consolidated financial statements in relation to this matter.

To test the impact of estimated oil and natural gas reserves and resources on PP&E and contingent payments, we performed the following procedures, among others:

Tested how management determined reserves and resources, which included the following:
The competence, capabilities and objectivity of management's expert was evaluated, the work performed was understood and the appropriateness of the work as audit evidence was evaluated.
The procedures performed also included evaluation of the methods and assumptions used by management's expert, tests of data used by management's expert and an evaluation of their findings.

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costs and the timing and amount of future development expenditures.

We considered this a key audit matter due to the judgments by management, including the use of management's expert, and a high degree of auditor judgment and effort in performing procedures relating to the key assumptions.

Evaluated the reasonableness of key assumptions used, including expected future rates of production, future production costs and the timing and amount of future development expenditures by considering current and past performance of the Company and whether these assumptions were consistent with evidence obtained in other areas of the audit, as applicable.
Evaluated the reasonableness of forward price estimates by comparing those estimates with third party industry forecasts.
Recalculated depreciation and depletion expense.
Recalculated the impact of future production and pricing in management's valuation of the contingent payment based on assumptions from the reserve report.
Evaluated the adequacy of the disclosures in the accompanying consolidated financial statements in relation to this matter.

Other information

Management is responsible for the other information. The other information comprises:

Management's Discussion and Analysis

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management's Discussion & Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes

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our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Robert Troy Jubenvill.

Chartered Professional Accountants

Calgary, Canada
May 9, 2025

Criterium Energy Ltd.

(in thousands of Canadian dollars)

Consolidated Statement of Financial Position

	As at December 31, 2024	As at December 31, 2023
	$	$
Assets
Current
Cash and cash equivalents	2,307	433
Accounts receivable	637	64
Prepaids and deposits	914	346
Inventories (Note 7)	2,841	-
Assets held for sale (Note 8)	-	2,177
Subscription receipts (Note 20)	-	6,739
Total current assets	6,699	9,759
Non-current
Property, plant and equipment (Note 10)	56,924	-
Evaluation and exploration assets (Note 9)	2,366	-
Right of use assets (Note 11)	401	122
VAT receivable – non-current portion (Note 12)	6,211	-
Decommissioning and reclamation deposits	3,612	46
Deposits	218	265
Total Non-current assets	69,732	433
Total assets	76,431	10,192
Liabilities and shareholders’ equity
Current
Accounts payable and accrued liabilities (Note 13)	9,442	1,220
Current portion of debt (Note 14)	9,113	-
Taxes payable (Note 15)	19,343	-
Liabilities directly associated with assets held for sale (Note 8)	-	657
Current portion of lease liabilities (Note 16)	231	28
Subscription receipts (Note 20)	-	6,739
Acquisition payable	-	397
Decommissioning liabilities (Note 17)	31	31
Total current liabilities	38,160	9,073
Non-current	-
Long-term debt (Note 14)	24,299	-
Deferred tax liabilities	2,749	-
Contingent consideration (Note 26)	8,384	-
Decommissioning obligations (Note 17)	1,735	-
Provision for employee benefits (Note 19)	231	-
Lease liabilities (Note 16)	37	108
Total non-current liabilities	37,435	108
Total liabilities	75,595	9,181
Shareholders’ equity
Share capital (Note 20)	18,107	8,694
Contributed surplus	687	682
Deficit	(18,245)	(8,329)
Accumulated other comprehensive income (loss)	287	(37)
Total shareholders’ equity	836	1,010
Total liabilities and shareholders’ equity	76,431	10,191

See accompanying notes to the consolidated financial statements

Approved by Dave Dunlop (Audit Chair) on behalf of the Board

Criterium Energy Ltd.

(in thousands of Canadian dollars)

Consolidated Statement of Loss and Comprehensive Loss

	Year ended December 31, 2024	Year ended December 31, 2023
	$	$
Revenue
Oil sales	29,880	-
Royalty expense	(7,718)	-
Royalty revenue	69	106
Other income (Note 22)	2,430	3
	24,661	109
Expenses and other items
Operating	12,195	9
General and administrative	5,230	2,193
Restructuring costs	623	-
Depreciation and depletion (Note 10,11)	4,449	36
Financing costs (Note 21)	10,224	23
Other tax expense	1,453	-
Foreign exchange (gain) loss	201	16
Geological and exploration expense	-	773
Share-based compensation (Note 20)	154	304
Transaction costs	41	564
	34,570	3,918
Net loss for the period before income taxes	(9,909)	(3,809)
Current income taxes	155	-
Deferred income taxes (recovery)	(149)	-
Income taxes (recovery) (Note 18)	6	-
Net loss	(9,915)	(3,809)
Other comprehensive income (loss), net of income tax
Items that recycle through net loss	-	-
Pension actuarial gains/losses (Note 19)	(195)	-
Foreign currency translation adjustment	519	(31)
Other comprehensive income (loss)	324	(31)
Total comprehensive loss	(9,591)	(3,840)
Net loss per share (Note 20)
Basic and diluted	(0.08)	(0.10)
Weighted average number of shares outstanding (in thousands) (Note 20)	131,983	37,726

See accompanying notes to the consolidated financial statements

Criterium Energy Ltd.

Consolidated Statement of Changes in Shareholders' Equity
(in thousands of Canadian dollars)

(thousands of shares)	Share Capital		Contributed Surplus	Accumulated Other comprehensive income (loss)	Deficit	Total equity
	# of Shares	$
Balance, December 31, 2022	36,227	8,161	378	(6)	(4,520)	4,013
Share issue costs	-	(8)	-	-	-	(8)
Exercise of warrants	2,163	541	-	-	-	541
Stock-based compensation	-	-	304	-	-	304
Other comprehensive loss	-	-	-	(31)	-	(31)
Net loss	-	-	-	-	(3,809)	(3,809)
Balance, December 31, 2023	38,390	8,694	682	(37)	(8,329)	1,010
Balance, December 31, 2023	38,390	8,694	682	(37)	(8,329)	1,010
Shares issued, net of share issuance costs (Note 20)	62,610	5,107	(149)	-	-	4,958
Shares issued, acquisition (Note 5)	33,056	4,207	-	-	-	4,207
Stock-based compensation	-	-	154	-	-	154
Shares issued - shares for services provided	1,250	98	-	-	-	98
Other comprehensive income	-	-	-	324	-	324
Net loss	-	-	-	-	(9,915)	(9,915)
Balance, December 31, 2024	135,307	18,107	687	287	(18,245)	836

See accompanying notes to the consolidated financial statements

Criterium Energy Ltd.

(in thousands of Canadian dollars)

Consolidated Statement of Cash Flows

	Year ended December 31, 2024 $	Year ended December 31, 2023 $
Operating activities
Net loss	(9,915)	(3,809)
Depletion and depreciation (Note 10,11)	4,449	36
Accrued Interest on reclamation deposits	-	(3)
Deferred income taxes (recovery)	(149)	-
Non-cash other income	(987)	-
Non-cash restructuring costs	148	-
Non-cash pension costs	157	-
Finance cost – non-cash (Note 21)	7,286	23
Unrealized foreign exchange	200	-
Share-based compensation	154	304
Change in non-cash working capital (Note 25)	(1,849)	752
Cash provided by (used in) operating activities	(506)	(2,697)
Investing activities
Acquisition (Note 5)	(5,495)	-
Oil and Gas assets additions (Note 10)	(5,978)	-
Cash on acquisition (Note 5)	9,832	-
Change in non-cash working capital (Note 25)	2,299	(1,077)
Cash provided by (used in) investing activities	658	(1,077)
Financing activities
Issuance of common shares, net of costs (Note 20)	4,954	541
Share issue costs	-	(8)
Principal payments on lease obligations (Note 16)	(493)	(47)
Payments on long term debt	(3,521)	-
Change in non-cash working capital (Note 25)	281	-
Cash provided by (used in) financing activities	1,221	486
Net increase (decrease) in cash during the period	1,373	(3,288)
Effect of foreign exchange	501	-
Cash and cash equivalents, beginning of period	433	3,721
Cash and cash equivalents, end of period	2,307	433

See accompanying notes to the consolidated financial statements

CRITERIUM ENERGY LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(amounts in thousands of Canadian dollars, except share or per share amounts)

1. Reporting entity

Criterium Energy Ltd. and its subsidiaries, (collectively "Criterium" or the "Company") are engaged in the exploration, appraisal and development of petroleum and natural gas in Indonesia. Criterium Energy Ltd. was incorporated in Alberta, Canada and has subsidiaries in Bermuda, British Virgin Islands, Cyprus, Singapore and New Zealand. Criterium Energy Ltd. changed its name from Softrock Minerals Ltd. on September 26, 2022. Criterium is a public company with its shares traded on the TSX Venture Exchange. The registered and head office address of the Company is Suite 1120, 202 – 6th Ave SW, Calgary, Alberta T2P 2R9.

2. Basis of presentation

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The Company's accounting policies have been applied consistently to all years presented.

Certain comparative figures have been reclassified to conform with the presentation adopted in the current period.

On June 7, 2023, Criterium completed a share consolidation of the Company's common shares at a consolidation ratio of 5-for-1 (the "Share Consolidation"), the numbers for the average basic shares outstanding, the number of restricted share units ("RSUs"), stock options, warrants and the earnings per share for the prior period have been adjusted and restated to reflect the effect of the Share Consolidation.

The consolidated financial statements were authorized for issue by the Board of Directors on May 9, 2025.

Basis of measurement

The consolidated financial statements have been prepared on an accrual basis and are based on historical cost except for certain financial and non-financial assets and liabilities, which have been measured at fair value.

Functional and reporting currencies

These consolidated financial statements are presented in Canadian dollars, which is Criterium Energy Ltd.'s functional currency. The functional currency of a subsidiary is the currency of the primary economic environment in which the subsidiary operates. Transactions denominated in a currency other than the functional currency are translated at the prevailing rates on the date of the transaction. Any monetary items held in a currency which is not the functional currency of the subsidiary are translated to the functional currency at the prevailing rate as the date of the statement of financial position.

All exchange differences arising as a result of the translation to the functional currency of the subsidiary are recorded in other comprehensive income (loss). Translation of all assets and liabilities from the respective functional currencies to the reporting currency is performed using the rates prevailing at the statement of financial position date. Revenue and expenses and certain cash flow items for each period are translated at average monthly exchange rates (unless this is not a representative approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case revenue and expenses are translated at the dates of the transactions).

Going concern

The Company's consolidated financial statements for the year ended December 31, 2024, have been prepared on a going concern basis, which assumes that the Company has adequate resources to continue in operational existence for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Management uses judgment to assess the Company's ability to continue as a going concern and the conditions that

CRITERIUM ENERGY LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(amounts in thousands of Canadian dollars, except share or per share amounts)

may cast significant doubt upon the use of the going concern assumption. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future.

As of December 31, 2024, had a working capital deficit of $31.46 million with cash used in operating activities of $0.507 million. The Company's ability to pay current liabilities when they become due is in doubt. Though the business is sensitive to fluctuations in commodity prices and current market economic challenges, the Company is taking steps to reduce the working capital deficit to a more manageable level through continuing to work with its lenders and business partners to mitigate the impact on executing its business strategy.

Due to these factors, there is a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. These consolidated financial statements do not include the necessary adjustments to reflect the recoverability and classification of recorded assets and liabilities and related expenses that may be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and such adjustments could be material.

Management judgment, assumptions and accounting estimates

The timely preparation of financial statements requires Management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosures regarding contingent assets and liabilities. Estimates and assumptions are regularly evaluated and are based on Management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Changes in judgments, estimates and assumptions based on new information could result in a material change to the carrying amount of assets or liabilities and have a material impact on assets, liabilities, revenues and expenses recognized in future periods.

A description of the accounting judgments, estimates and assumptions that are considered significant is set out below.

i. Reserves engineering is an inherently complex and subjective process of estimating underground accumulations of petroleum and natural gas. Reserve estimates are determined by the Company's independent qualified reserve evaluators, Key assumptions developed by management and used by the qualified reserve evaluators include forward price estimates, expected future rates of production, future production costs and the timing and amount of future development expenditures. The process relies on judgments based on the interpretation of available geological, geophysical, engineering and production data. The accuracy of a reserves estimate is a function of the quality and quantity of available data, the interpretation of such data, the accuracy of various economic assumptions and the judgment of those preparing the estimate. Because these estimates depend on many assumptions, all of which may differ from actual results, reserves and resources estimates, and estimates of future net revenue will be different from the sales volumes ultimately recovered and net revenues actually realized. Changes in market conditions, regulatory matters, the results of subsequent drilling, testing and production and other factors may result in revisions to the original estimates.

Estimates of reserves and resources impact the assessment of whether a new well has found economically recoverable reserves, depletion rates, the estimated fair value of petroleum and natural gas properties acquired in a business combination, the estimated amount of future contingent payments to MOPL's prior owners in respect of the Tungkal and West Salawati Production Sharing Contracts, the assessment of indicators of impairment of petroleum and natural gas properties and the estimated recoverable amount of petroleum and natural gas properties used for the purposes of impairment and impairment reversal assessments. Changes in reserves and resources estimates could impact these and other matters resulting in a material impact on net earnings.

ii. The determination of the fair values of assets and liabilities acquired as part of a business combination are estimated based on information available at the date of acquisition and requires management to make assumptions and estimates about future events. The assumptions and estimates with respect to determining the

CRITERIUM ENERGY LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(amounts in thousands of Canadian dollars, except share or per share amounts)

fair value of PP&E assets using a fair value less cost of disposal model generally require significant judgment and include forward price estimates of petroleum and natural gas, volume of reserves & resources and discount rate. Assumptions are also required to determine the fair value of the future contingent payments to MOPL's prior owners in respect of the Tungkal and West Salawati Production Sharing Contracts, the debt acquired, the VAT receivable and income taxes payable, the contingent payment rights to debt holder and the provision for employee benefits and decommissioning liabilities which are most sensitive to the discount rates applied.

iii. Depletion rates are determined based on Management's estimates of the expected usage pattern of the Company's petroleum and natural gas assets, including assumptions regarding future production volumes and future development capital.

iv. Impairment and impairment reversal assessments are performed when Management identifies an indicator of impairment or impairment reversal. In assessing the existence of impairment or impairment reversal indicators, Management exercises judgment and considers a number of internal and external factors. Estimates of recoverable amounts used in impairment and impairment reversal assessments often incorporate level three fair value hierarchy inputs, including estimated volumes of and future net revenues from proved plus probable reserves, contingent resource estimates, future net cash flow estimates related to other long-lived assets and internal and external market metrics used to estimate fair value based on comparable assets and transactions. By their nature, such estimates are subject to measurement uncertainty. Changes in such estimates and differences between actual and estimated amounts, could materially affect the carrying value of assets and have a material impact on net earnings.

v. The Company estimates the decommissioning obligations for oil and natural gas wells and their associated production facilities and pipelines. In most instances, removal of assets and remediation occurs many years into the future. Amounts recorded for the decommissioning obligations and related accretion expense require assumptions regarding removal date, future environmental legislation, the extent of reclamation activities required, the engineering methodology for estimating cost, inflation estimates, future removal technologies in determining the removal cost, and the estimate of the liability specific discount rates to determine the present value of these cash flows.

vi. Accounting for income taxes is a complex process requiring Management to interpret frequently changing laws and regulations and make judgments and estimates related to the application of tax law and the timing of temporary difference reversals. All tax filings are subject to subsequent government audits and potential reassessment. These interpretations and judgments, and changes related to them, impact current and deferred income tax provisions, the carrying value of deferred income tax liabilities and could have a material impact on net income.

vii. The determination of the estimated value of a contingent liability incorporates level three fair value hierarchy inputs, including estimated production volumes, future commodity prices and discount rate. By their nature, such estimates are subject to measurement uncertainty. Changes in such estimates and differences between actual and estimated amounts, could materially affect the amount of the liability and have a material impact on earnings.

viii. The determination of the Company's provision for employee benefits are determined using actuarial valuations. An actuarial valuation involves making various assumptions which may differ from actual developments in the future. Key assumptions include the discount rate, inflation rates, salary increases and mortality rates. Due to the long-term nature of the employee benefits, the defined benefit obligation is highly sensitive to changes in these assumptions. All significant assumptions are reviewed and asset values are updated at year end. In determining the appropriate discount rate, management considers the yields of high quality corporate bonds, in the respective country, with terms to maturity that approximate the duration of the projected cash flows for the employee benefits. The mortality rate is based on publicly available mortality tables. Assumed salary increases are based on management's long-term view of compensation trends.

CRITERIUM ENERGY LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(amounts in thousands of Canadian dollars, except share or per share amounts)

3. Adoption of Accounting Pronouncements and New Accounting Pronouncements

In January 2020, the IASB issued amendments to IAS 1 Presentation of Financial Statements, to clarify its requirements for the presentation of liabilities as current or non-current in the statements of financial position and clarify its requirements for the disclosure of Accounting Policies. In October 2022, the IASB issued amendments to IAS 1, which specify the classification and disclosure of a liability with covenants. Both amendments were adopted on January 1, 2024. There was no material impact to the Company's consolidated financial statements.

Future pronouncements

On April 9, 2024, the IASB issued a new standard, IFRS 18 Presentation and Disclosure in Financial Statements, which introduced new requirements for improved comparability in the statement of profit or loss, enhanced transparency of management-defined performance measures and more useful grouping of information in the financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027. The Company is currently evaluating the impacts to the consolidated financial statements.

On May 29, 2024, the IASB issued amendments to IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures the IASB issued Amendments to the Classification and Measurement of Financial Instruments The amendments are effective January 1, 2026, and include clarifications of the dates of recognition and derecognition of some financial assets and liabilities and the classification of certain financial assets. In addition, there are new disclosure requirements related to equity instruments designated as fair value through other comprehensive income and new requirements related to settling financial liabilities using an electronic payment system; and assessing contractual cash flow characteristics of financial assets, including those with ESG-linked features.

The Company is currently evaluating the impacts to the consolidated financial statements.

4. Material accounting policy information

a) Basis of Consolidation

These consolidated financial statements include the accounts of Criterium Energy Ltd. and its subsidiaries, which are entities controlled by Criterium Energy Ltd. Control is achieved where a company has the power to govern the financial and operating policies of an entity so as to obtain benefits from the entity's activities. The financial statements of subsidiaries are included in the consolidated financial statements as at the date that control commences until the date that control ceases. If Criterium Energy Ltd.'s interest in a subsidiary that it has determined it controls is less than 100%, the interest attributable to non-controlling shareholders is recognized as non-controlling interest.

When necessary, adjustments are made to the financial statements of subsidiaries to align their accounting policies with those of Criterium Energy Ltd.

At December 31, 2024, the Company's wholly owned subsidiaries are as follows:

Entity	Country of Incorporation	Principal Activity	Functional Currency
Criterium Holding PTE Ltd.	Singapore	Holding	US Dollar
AWE Asia Limited	New Zealand	Holding	US Dollar
AWE (Satria) NZ Limited	New Zealand	Operating	US Dollar
Mont D’Or Petroleum Ltd.	British Virgin Islands	Holding	US Dollar
Mont D’Or Venture Ltd.	British Virgin Islands	Holding	US Dollar
Mont D’Or Resources Ltd.	British Virgin Islands	Holding	US Dollar

CRITERIUM ENERGY LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(amounts in thousands of Canadian dollars, except share or per share amounts)

Mont D'Or Asia Ltd.	British Virgin Islands	Holding	US Dollar
Mont D'Or Salawati Ltd	British Virgin Islands	Operating	US Dollar
Fuel-X Tungkal Ltd.	British Virgin Islands	Holding	US Dollar
Mont D'Or Oil Tungkal	British Virgin Islands	Operating	US Dollar

b) Business combinations

Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred except if related to the issue of debt securities. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value with certain exceptions.

Goodwill, if any, is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

When the consideration transferred by the Company in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively. Measurement period adjustments are adjustments that arise from additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Other contingent consideration is remeasured to fair value at subsequent reporting dates with changes in fair value recognized in the consolidated statement of loss.

c) Foreign currency transactions and operations

Foreign currency transactions are translated into the relevant functional currency using the exchange rates prevailing on the dates of the transactions. At each consolidated statement of financial position date, monetary items denominated in foreign currencies are translated into the functional currency at the exchange rate on the consolidated statements of financial position date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated into the functional currency at the exchange rate on the date when the fair value was measured. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in the consolidated statements of loss and comprehensive loss.

The assets and liabilities of foreign operations are translated into Canadian dollars using the exchange rates as at the date of the statements of consolidated financial position. The income and expenses of foreign operations are translated into Canadian dollars using the exchange rates prevailing on the transaction dates. Foreign currency differences are recognized in other comprehensive loss and accumulated in other reserves within equity, except to the extent that the

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

translation difference is allocated to non-controlling interests. On the disposal of a foreign operation, such exchange differences are reclassified from accumulated other comprehensive income to the consolidated statements of loss.

d) Financial instruments

The classification and measurement of the Company's financial instruments are set out below:

Financial assets

The Company classifies financial assets at initial recognition as financial assets: measured at amortized cost, measured at fair value through other comprehensive income ("FVTOCI") or measured at fair value through profit or loss ("FVTPL").

A financial asset that meets both of the following conditions is classified as a financial asset measured at amortized cost.

The Company's business model for such financial assets is to hold the assets in order to collect contractual cash flows.
The contractual terms of the financial asset gives rise on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding.

A financial asset measured at amortized cost is initially recognized at fair value plus transaction costs directly attributable to the asset. After initial recognition, the carrying amount of the financial asset measured at amortized cost is determined using the effective interest method, net of impairment loss, if necessary.

Account receivables are carried at amortized cost and are recorded as the corresponding amounts of revenue are recognized or costs are incurred on behalf of partners in connection with joint operations.

Financial Liabilities

The Company recognizes financial liabilities when it becomes a party to the contractual provisions of the instruments. All financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVTPL. The Company derecognizes a financial liability when the financial liability is discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statements of loss.

The Company's accounts payable, taxes payable and long-term debt are classified as financial liabilities measured at amortized cost.

Financial liabilities are classified at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a business combination, (ii) held for trading or (iii) it is designated as at FVTPL. Financial liabilities measured at FVTPL are initially measured at fair value with any associated transaction costs being recognized in the consolidated statements of loss when incurred. Subsequently, the financial liability is re-measured at fair value, and a gain or loss is recognized in the consolidated statements of loss in the reporting period in which it arises.

The Company's contingent liabilities assumed as part of the acquisition of MOPL on January 4, 2024 are classified as financial liabilities measured at FVTPL (Note 5).

e) Inventory

Inventory consists solely of the Company's unsold Indonesian crude oil. Inventories are valued at the lower of cost and net realizable value. Cost is determined using the weighted average cost method, and includes expenditure incurred in

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

acquiring the inventories and bringing them to their existing location and condition. Net realizable value represents the estimated selling price in the ordinary course of business, less costs to sell.

Costs for unsold crude oil include operating expenses, and depletion associated with the production of crude oil in inventory. The Company assesses the net realizable value of the inventories at the end of each year and recognizes the appropriate write-down if this value is lower than the carrying amount.

f) Leases

The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

As a lessee

The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities to make lease payments and right of use assets representing the right to use the underlying assets. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. The incremental borrowing rate depends on the term, currency and start date of the lease and is determined based on a series of inputs.

Lease payments included in the measurement of the lease liability comprise:

Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable.
The exercise price of purchase options, if the lessee is reasonably certain to exercise the options.
Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

Right of use assets are initially measured at an amount equal to the lease liability, adjusted by the amount of any prepaid amount. It is subsequently measured at cost less any accumulated depreciation and impairment losses and adjusted for certain re-measurement of the lease liability. Right of use assets for assets related to oil and gas production are depreciated on a unit of production basis. All other leased assets are depreciated based on a straight-line basis over the shorter of its estimated useful life and the lease term. Right of use assets are subject to impairment review similar to property, plant and equipment assets.

g) Exploration and evaluation expenditures

Pre-license costs are recognized in profit or loss as incurred. Exploration and evaluation ("E&E") costs, including the costs of acquiring licenses, drilling and completing exploratory wells, the associated estimated asset retirement costs and directly attributable general and administrative costs, are initially capitalized as exploration and evaluation assets.

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

The costs are accumulated by well, field or exploration area pending determination of technical feasibility and commercial viability. When technical feasibility and commercial viability have been established, the E&E costs are transferred to property, plant and equipment, subject to an impairment assessment. When the Company determines that an E&E project is no longer viable an impairment charge is recognized.

h) Assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if their carrying amounts will be recovered through a sale rather than through continuing use. The assets, or disposal groups, must be available for immediate sale in its present condition and its sale must be highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. Non-current assets classified as held for sale and their associated liabilities are presented in current assets and current liabilities and the assets are measured at the lower of its carrying amount and fair value, less costs to sell. Assets held for sale are not subject to depreciation or amortization.

If an asset previously classified as held for sale no longer meets the criteria for such classification, the asset will cease to be classified as held for sale. The asset is measured at the lower of its carrying amount before it was classified as held for sale—adjusted for any depreciation, amortization, or revaluations that would have been recognized had it not been classified as held for sale—and its recoverable amount at the date the decision was made not to sell. Any adjustments required to the carrying amount is included in the consolidated statement of loss.

i) Property, plant and equipment

Recognition and measurement

Items of property, plant and equipment ("PP&E"), which include oil and gas development and production assets, are measured at cost less accumulated depletion and depreciation and accumulated impairment losses. Development and production assets are grouped into CGUs for impairment testing.

Gains and losses on disposal of an item of PP&E, including oil and natural gas interests, are determined by comparing the proceeds from disposal with the carrying amount of PP&E and are recognised in profit or loss.

Subsequent costs

Costs incurred subsequent to the determination of technical feasibility and commercial viability and the costs of replacing parts of PP&E are recognised as oil and natural gas interests only when they increase the future economic benefits embodied in the specific asset to which they relate.

All other expenditures are recognised in profit or loss as incurred. Such capitalised oil and natural gas interests generally represent costs incurred in developing proved and/or probable reserves and bringing in or enhancing production from such proved and probable reserves and are accumulated on a field or geotechnical area basis. The carrying amount of any replaced or sold component is derecognised. The costs of the day-to-day servicing of PP&E are recognised in profit or loss as incurred.

Depletion and depreciation

The net carrying value of oil and gas properties included in PP&E is depleted by CGU using the unit of production method by reference to the ratio of production in the year to the related proved and probable reserves (before royalties), taking into account estimated future development costs necessary to bring those proved and probable reserves into

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

production. Future development costs are estimated taking into account the level of development required to produce the proved and probable reserves for each CGU. These estimates are reviewed by independent reserve engineers at least annually. For purposes of these calculations, volumes of natural gas production and reserves are converted to barrels of oil equivalent using a ratio of six thousand cubic feet of natural gas to one barrel (6:1). Depletion rates are revised annually, or more frequently when events dictate. E&E assets are not depleted.

Other PP&E are recorded at cost on acquisition and amortised on a straight-line basis over a period of 5 years.

j) Impairment

Financial assets

Loss allowances, where appropriate, are recognised for expected credit losses ("ECLs") on financial assets measured at amortised cost.

Non-financial assets

The carrying amounts of the Company's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any).

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. PP&E and exploration and evaluation assets are allocated to the CGUs on a geographical basis when they are assessed for impairment, both at the time of any triggering facts and circumstances.

PP&E and E&E assets are assessed for impairment if facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For PP&E the recoverable amount of an asset or CGU is the greater of its value-in-use and its fair value less costs of disposal. Fair value less costs of disposal is determined as the amount that would be obtained from the sale of the assets in an arm's length transaction between knowledgeable and willing parties. For oil and gas properties, fair value less costs of disposal is generally estimated based on expected after-tax future net cash flows from the production of reserves and resources using forecast commodity prices and costs, discounted using market-based rates.

Value-in-use is generally computed by reference to the present value of the future cash flows expected to be derived from the continued use of the asset or CGU including an allocation of corporate costs. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss.

An impairment loss in respect of a particular asset or CGU, recognised in prior years, is assessed at each reporting date for any indications that the previously recognized loss has decreased or no longer exists. An impairment loss is reversed if the recoverable amount exceeds its carrying amount. An impairment loss is reversed only to the extent that the asset's or CGU's carrying amount does not exceed the carrying amount that would have been determined, net of depletion and depreciation or amortization, if no impairment loss had been recognised.

k) Employee benefits

Short-term employee benefits

Salaries, annual rewards and related employment welfare are recognised as expenses when incurred.

Post employment defined pension liability (Provision)

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

A subsidiary of the Company operates a defined benefit plan of post-employment termination benefits in Indonesia, which are governed by local labour laws.

Funding to the defined benefit plan continues to be made in accordance with local regulations and agreements

The actuarial valuation method used to determine the present value of the defined benefit liability plan, the related current service costs and the past service costs is determined via the Projected Unit Credit method. Expenses charged to the consolidated statement of loss include current service costs, interest expense and past service costs that have vested. Gains or losses on settlement of a defined benefit obligation are recognized within other comprehensive income. Termination benefits are payable when an employee's employment is terminated by the Company before the normal retirement age or whenever an employee accepts voluntary redundancy in exchange for these benefits.

The provision is accounted for under IAS 19 Employee Benefits. The calculation of the provision is performed annually by a qualified actuary using the projected unit credit method. The assets related to the provision are held in a restricted bank account, held with state backed Bank Mandiri.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income (loss) in the period in which they arise. Past-service costs are recognised immediately in profit or loss.

The Company recognises the obligations in respect of employee benefits in the consolidated statements of loss position under "Provision for Employee Benefits" as disclosed in Note 19.

I) Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to liability. Provisions are not recognized for future operating losses. Further details on specific provisions are as follows:

Decommissioning obligations

The Company's activities give rise to dismantling, decommissioning and site disturbance remediation activities. A provision is made for the estimated costs of site restoration and capitalized in the relevant asset category. Decommissioning liabilities are measured at the present value of management's best estimate of expenditures required to settle the present obligation at the statement of financial position date.

The Company uses a credit adjusted risk-free discount rate in the measurement of the present value of its decommissioning obligations. Subsequent to the initial measurement, the obligation is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The increase in the provision due to the passage of time is recognized as finance costs where increases/decreases due to changes in the estimated cash flows are capitalized. If the asset to which the decommissioning liability applies is fully impaired, then increases/decreases due to changes in the estimated future cash flows are recognized through the consolidated statement of loss. Actual costs incurred upon settlement of the decommissioning obligations are charged against the provision to the extent the provision was established. Differences between the actual costs incurred and the obligation accrued are recognized in the consolidated statements of loss when the abandonment and reclamation of a property is complete.

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

m) Share based payments

Stock options

The grant date fair value of options granted to certain employees are recognized as compensation expense, with a corresponding increase in contributed surplus over the vesting period on a straight-line basis. A forfeiture rate is estimated on the grant date and is subsequently adjusted to reflect the actual number of options that vest.

Performance share units and Restricted share units

The grant date fair value of performance share units (“PSU”) and restricted share units (“RSU”) granted to certain employees are recognised as compensation expense, with a corresponding increase in contributed surplus over the vesting period. The PSU is subject to certain non-market performance conditions, of which, the impact is estimated at the grant date.

n) Revenue from contracts with customers

Criterium’s oil sales revenues from the sale of crude oil are based on the consideration specified in contracts with customers. Criterium recognises revenue when the performance obligation is satisfied by transferring control of the product to the customer, which is generally when legal title passes to the customer and collection is reasonably assured. Crude oil sales in Indonesia are conducted on a tender basis for export sales and are sold to Pertamina (the state owned oil and gas company) domestically at the prevailing regional Indonesia Crude Price “ICP” reference price. Export tender is conducted each year and Criterium benefits from joint marketing of its export barrels with larger regional producers. All revenue derived from crude oil and natural gas sales is presented gross basis.

o) Revenue from Royalties

Criterium collects royalties on production from gross overriding royalty interests that are tied to underlying third-party oil and gas leases in the province of Alberta. The continuation of a lease is typically dependent on the holder thereof continuing to produce hydrocarbons and maintaining the lease in good standing. Accordingly, Criterium’s performance obligations with respect to production royalties are satisfied over time, as petroleum and natural gas are produced.

p) Finance costs

Finance costs comprise interest expense on any borrowings, accretion of the discount on provisions and interest expense arising from lease liabilities. Interest expense on borrowings is recognised as it accrues in profit or loss, using the effective interest method.

q) Income tax

Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Current tax is the expected taxes payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to taxes payable in respect of previous years.

Deferred tax is recognised using the statement of financial position method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised on the initial recognition of assets or liabilities in a transaction that is not a business combination.

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

r) Operating segments

An operating segment is a component of an entity (i) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), (ii) whose operating results are regularly reviewed by the entity's management, and (iii) for which discrete financial information is available.

At December 31, 2024, the Company has two operating segments, one being the acquisition, exploration, development and production of oil and gas properties in Indonesia and the second being oil and gas royalties from properties in Canada.

The chief operating decision-maker, who is responsible for allocating resources and assessing the performance of operating segments, has been identified as the Chief Executive Officer of the Company.

s) Per share amounts

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of Common Shares outstanding during the year. Diluted net income per share is calculated by adjusting the weighted average number of common shares outstanding for the effects of dilution related to the Company's stock options outstanding during the period. The number of dilutive common shares is determined using the treasury stock method.

t) Joint arrangements

The Company conducts its exploration and development activities independently, as well as jointly with others through jointly controlled assets and operations. All of the Company's current interests in joint arrangements are classified as joint operations. To account for these arrangements, Criterium recognizes its proportionate share of the revenues, expenses, assets and liabilities of such joint operations.

5. Business combinations

On January 4, 2024, Criterium Energy Ltd. closed a Sale and Purchase Agreement ("SPA") to acquire all issued and outstanding shares of Mont D'Or Petroleum Limited ("MOPL"), a private company with two onshore Production Sharing Contracts ("PSCs") in Indonesia. Criterium Energy Ltd. provided the following consideration in connection with the closing of the MOPL acquisition:

i. A US$1 cash payment to current MOPL shareholders;
ii. Issuance of 10,821,273 common shares at $0.11 per share to Tourmalet Holdings Ltd. ("Tourmalet") in satisfaction of the fee payable by MOPL to Tourmalet for support in connection with negotiating potential write-downs to current MOPL lenders;
iii. Issuance of 22,235,055 common shares in exchange for the retirement of US$2.250 million of debt, along with the contingent payment rights to debt holders described as Contingency 3 in Note 26.
iv. A contingent payment to MOPL shareholders with respect to future production in the event that oil prices, and/or production volumes exceed minimum thresholds and if gas production occurs (see Contingency 1 in Note 26 for details)

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

v. Cash consideration to a debt holder to extinguish debt in the amount of US$4.014 million; and
vi. A non-refundable deposit of US$0.100 million

The acquisition established Criterium Energy Ltd. as an operator in the Southeast Asia region and provides a foundation for organic growth and asset consolidation in the region. The acquisition is a first step in Criterium's strategy of consolidating a balanced portfolio of producing assets with the opportunity to optimize production and conduct infill drilling and step-out development.

The SPA has been accounted for as a business combination under IFRS 3. The purchase price has been allocated as follows:

	$
Initial deposit	134
Cash consideration for debt reduction	5,361
Share consideration for debt reduction	4,207
MOPL contingent payments (Notes 2 and 26)	3,376
Contingent payment rights to debt holder (Note 26)	2,912
Total purchase price	15,990
Cash and cash equivalents	9,832
Accounts receivable	160
Prepaids and deposits	4,362
VAT receivable (Note 12)	5,108
Net employee benefits asset (Note 19)	83
Property, plant and equipment (Note 10)	52,203
Right of use asset (Note 11)	581
Total identifiable assets	72,329
Accounts payable and accrued liabilities	(4,034)
Taxes payable (Note 15)	(15,847)
Debt (Note 14)	(31,240)
Lease liability (Note 16)	(581)
Contingent liability (Note 26)	(342)
Decommissioning obligations (Note 17)	(1,552)
Deferred tax liabilities (Note 18)	(2,743)
Total identifiable liabilities	(56,339)
Net identifiable assets	15,990

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

The identifiable assets and liabilities have been measured at their individual fair values on the date of acquisition. Determinations of fair value often require management to make assumptions and estimates about future events. The above preliminary purchase price allocation is based on management's best estimate at the time of the preparation of these financial statements.

MOPL contingent payments (Note 26) are a Level 3 estimate as certain key assumptions were not based on observable market data but rather management's best estimates. The most significant input being the discount rate.

The contingent payment rights to debt holder (Note 26) are a Level 2 estimate. All contingent considerations assumed are measured at fair value at each reporting date.

The estimated fair value of property plant is classified as a Level 3 within the fair value hierarchy as certain key assumptions were not based on observable market data but rather managements best estimates. The most significant input being the discount rates of 23.5% and 30% used to present value the future cash flows from the Tungkal PSC and the West Salawati PSC, respectively. The estimated fair values of the contingent liability and long-term debt are also classified as Level 3 within the fair value hierarchy. The future cash flows of these obligations have been present valued using a discount rate of 17% - 25%.

The VAT receivable has been recorded at the fair value of $5.108 million based on management's expected timing of collection of the associated receivable. The gross amounts receivable is $7.172 million. The Company expects to collect all VAT receivable amounts but will need to obtain a tax certificate stating that all outstanding Indonesian corporate income tax outstanding has been remitted. Therefore, the Company does not record a provision associated with these balances.

As a result of the acquisition, the Company recorded $22.102 million in revenues, after government take and an associated $8.1 million net loss in its consolidated statement of loss. Had the SPA closed on January 1, 2024 the pro forma impact on revenues and operations would have been inconsequential.

During the year ended December 31, 2024, the Company recorded transaction costs of $0.041 million (year ended December 31, 2023: $0.564 million) relating to the MOPL acquisition recorded in the consolidated statement of loss.

In Q4 2024, the Company made the following significant measurement period adjustments:

The deferred tax liabilities have decreased by US$7.50 million to US$2.05 million due to the Company finalizing its assessment of the tax basis of certain items and changes in the allocation of property, plant & equipment.
Income taxes payable have decreased by a fair value adjustment of US$3.93 million to US$11.87 million.
Accretion expense increased by US$2.04 million due to recorded accretion on income taxes payable owed at December 31 2024.
The post-employment benefits liability has decreased by US$0.47 million to an asset of US$0.065 million, due to adjustments in actuary assumptions.

6. Decommissioning and reclamation deposits

The Company has decommissioning and reclamation deposits in the total amount of US$2.47 million as at December 31, 2024 (2023: $nil). Of the balance US$2.462 million is held with Bank Negara Indonesia ("BNI") and is related to a financial security issued in accordance with Indonesian decommissioning regulations (Note 17).

7. Inventories

	December 31, 2024	December 31, 2023
	$	$
Produced oil	2,841	-
Balance, end of year	2,841	-

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

No inventory write-downs or reversals of prior write-downs were recorded during the year ending December 31, 2024 (year ended December 31, 2023 - $nil).

8. Assets held for sale

| | December 31
2024
$ | December 31,
2023
$ |
| --- | --- | --- |
| Assets held for sale | | |
| Exploration and evaluation assets | | - 2,177 |
| Balance | | - 2,177 |
| Liabilities directly associated with the asset held for sale | | |
| Accounts payable and accrued liabilities | | - 657 |
| Balance | | - 657 |

At December 31, 2024, the previously announced arm's-length sale of the Company's wholly owned subsidiary, which holds a 42.5% non-operated working interest in the Bulu PSC, had not closed.

Although management remains committed to the plan to sell and continues to actively engage with the purchaser, at December 31, 2024, management concluded that the transaction was no longer highly probable and concluded held for sale criteria was no longer met. As a result, the Company transferred the assets and related liabilities out of assets held for sale.

At December 31, 2024, the exploration and evaluation (E&E) assets were measured at their carrying value of US$1.646 million before their classification out of assets held for sale.

To date, the Company has received C$1.359 million (US$1.000 million) in non-refundable deposits. These deposits, which were previously recorded in Accounts Payable and Accrued Liabilities, pending the execution of the sale, have now been recorded as Other Income.

9. Exploration and evaluation

	$
Balance, December 31, 2022	2,229
Effect of movements in exchange rates	(52)
Transfer to assets held for sale (Note 8)	(2,177)
Balance, December 31, 2023	-
Transfer from assets held for sale (Note 8)	2,177
Effects of movements in exchange rates	189
Balance, December 31, 2024	2,366

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

10. Property, plant and equipment

Property, plant and equipment is as follows:

	$
Balance, December 31, 2023 and 2022	1,234
Acquisition (Note 5)	52,203
Additions	5,978
Change in decommissioning obligation (Note 17)	(181)
Effects of movements in exchange rates	4,038
Balance, December 31, 2024	63,272
Accumulated depletion, depreciation, and amortization
Balance, December 31, 2023	1,234
Depreciation and depletion	4,117
Depletion capitalized to inventory	682
Effects of movements in exchange rates	315
Balance, December 31, 2024	6,348
Net book value
Balance, December 31, 2023	-
Balance, December 31, 2024	56,924

At December 31, 2024, the Company conducted an assessment of impairment indicators and concluded there were no indicators of impairment with respect to the Company's property, plant, and equipment.

Future capital costs required to develop proved and probable reserves in the amount of US$19.45 million (December 31, 2023 – $nil) are included in the depletion calculation for PP&E.

Depreciation and depletion for the year ended December 31, 2024 included $0.68 million recorded in inventory (year ended December 31, 2023 – nil).

11. Right-of-use assets

	Cost $	Accumulated depreciation $	Net book value $
Balance, December 31, 2022	166	(8)	158
Depreciation	-	(36)	(36)
Balance, December 31, 2023	166	(44)	122
Acquisition (Note 5)	581	-	581
Depreciation	-	(332)	(332)
Effects of movement in exchange rates	46	(16)	30
Balance, December 31, 2024	793	(392)	401

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

12. VAT receivable

	$
Balance, December 31, 2023	-
Acquisition (Note 5)	5,108
Additions	23
Accretion	984
Receipt during the year	(75)
Effects of movements in exchange rates	171
Balance, December 31, 2024	6,211
Current	-
Non-current	6,211

The VAT receivable represents amount paid by the Company in relation to purchase of materials, equipment and services involving the PSC operation and is reimbursable by SKK Migas. The acquired VAT receivable balances were valued as part of the PPA using a discount rate of 17.40% based on management's best estimate of the future expected timing of receipt. They are classified as non-current, as recovery is not expected within the next 12 months.

13. Accounts payable and accrued liabilities

	December 31, 2024	December 31, 2023
	$	$
Trade accounts payable	5,758	1,190
Accrued liabilities	3,684	30
Balance	9,442	1,220

Trade and accrued payables and joint operation and other payables are non-interest bearing and are normally settled within 60 days.

14. Long term debt

	Facility 1	Facility 2	Facility 3	Total
	$	$	$	$
Balance, December 31, 2023	-	-	-	-
Fair value of debt acquired (Note 5)	19,562	9,167	2,511	31,240
Payments	(3,742)	(2,200)	-	(5,942)
Interest and accretion	3,392	1,671	691	5,754
Effects of movements in exchange rates	1,648	490	223	2,361
	20,860	9,128	3,424	33,412
Less: current portion	(3,501)	(2,188)	(3,424)	(9,113)
Balance, December 31, 2024	17,359	6,940	-	24,299
Principal owed, December 31, 2024	23,241	11,006	3,608	37,855

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

Facility 1 is a debenture agreement between Criterium Energy Ltd.'s subsidiary MOVL and Kendall Court Cambridge Investment Manager Ltd. ("Kendall Court"). This facility is secured by a share charge over all outstanding shares of MOPL. At January 4, 2024 US$17.046 million was outstanding, consisting of principal and prior capitalized interest. An interest rate of 10% per annum, compounded daily applies. In April 2024, the Company commenced monthly payments of US$0.400 million applying to both interest and principal.

In July 2024, the Company negotiated for the monthly payments of interest and principal to be reduced to US$0.150 million (CAD$0.202 million) for four months, effective July 1st, 2024. Subsequent to December 31, 2024, the Company negotiated reduced payments of US$0.200 million per month for the period of January through April 2025. Under the terms of the agreement, a catch-up payment will be made upon the earlier of a) the commissioning of gas development or b) March 31, 2026.

As a result of shares issued in the acquisition described in Note 5, Kendall Court holds 16.1% of common shares outstanding and is therefore a related party to the Company.

Facility 2 is a Redeemable Preferred Share ("RPS") agreement between Criterium Energy Ltd.'s subsidiary MOAL and Eastspring ASEAN Mezzanine Debt Master Fund. This facility is secured by a share charge over all outstanding preferred shared of MOAL. Under this agreement, MOAL has issued 7,000,000 RPSs at a par value of US$1.00 per share with a 5% annual non-discretionary dividend entitlement. The Company treats the annual dividend entitlement as financing expense in the consolidated statement of loss. The cumulative unpaid dividend portion is added to the outstanding RPS amount. In April 2024, the Company started redeeming shares in the amount of US$0.185 million per month. In July 2024, the Company negotiated for the monthly principal payments to be reduced to US$0.093 million (CAD$0.120 million) for five months, effective July 1st, 2024. Subsequent to December 31, 2024, the Company negotiated reduced payments of US$0.093 million per month until the earlier of the commissioning of gas development or March 31, 2026.

Facility 3 is an unsecured US$2.508 million working capital loan facility between Criterium Energy Ltd.'s subsidiary MOPL and Tourmalet Holdings Ltd. The facility is subject to interest at 8% per annum which is capitalized. No payments are due until maturity which is December 31, 2025. The facility contains an option, at the discretion of the lender to convert the outstanding balance plus a US$0.510 million bonus amount into common shares of Criterium during the period January 1, 2025, until December 31, 2025. The facility also provides for an automatic conversion of the outstanding balance plus a US$0.510 million bonus amount into common shares of Criterium immediately following maturity if the outstanding balance of the loan has not been paid in full previously. The conversion is subject to no control person being created as a result. A convertible note of US$3.000 million was issued to Tourmalet in conjunction with closing to facilitate the conversion feature.

As described in Note 5, each of the facilities was recognized at fair value at acquisition. The fair value measurements of the three facilities was non-recurring and was assessed as Level 3 (Note 3) as the Company used inputs for the liabilities that are not based on observable market data. The fair value was calculated using the present value of expected future cash flows with the major assumptions being the use of discount rates of 17.4%, 17.7% and 24% respectively based on Management's best estimates of rates currently available to the Company for debt on similar terms, credit risk and remaining maturities. The debt is accreted to its face value using the effective interest method. There are no covenants associated with any of the facilities.

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

15. Taxes payable

Balance, December 31, 2023	$
Acquisition (Note 5)	15,847
Cash tax payments	(2,487)
Current tax expense	155
Accretion	2,864
Other tax expense	1,453
Effects of movement in exchange rates	1,511
Balance, December 31, 2024	19,343

Taxes payable relate to taxes, and penalties, owed for land and building tax and corporate income tax in Indonesia. Current tax expense is corporate income tax in Indonesia. The Company expects to renegotiate its current taxes payable, as this is customary with Indonesian tax authorities and the Company has previously been successful in negotiating installment payments below the full current taxes payable amount. Historically these taxes payable have been negotiable with the Indonesian government and management's expectation is this would continue in the future. However, at present there is no assurance that the Company will continue to be able to negotiate for an installment plan that aligns to the Company's financial position, as such all taxes are classified as current.

As described in Note 5, taxes payable was recognized at fair value at acquisition. The fair value measurements of the taxes payable was non-recurring and was assessed as Level 3 (Note 3) as the Company used inputs that are not based on observable market data. The fair value was calculated using the present value of expected future cash flows with the major assumptions being the expected timing of repayment and the use of a discount rate of 17.4% based on Management's best estimates of their credit-adjusted risk free rate. The taxes payable is accreted to its face value using the effective interest method.

16. Lease Liabilities

The Company has lease liabilities in respect of office space and furniture, which have been recognized at the discounted value of the remaining fixed lease payments. Lease obligations are as follows:

	Office $	Furniture $	Total $
Balance, December 31, 2022	122	39	161
Accretion	17	5	22
Lease payments	(35)	(12)	(47)
Balance, December 31, 2023	104	32	136
Acquisition (Note 5)	581	—	581
Accretion	37	4	41
Lease payments	(522)	(12)	(534)
Effects of movements in exchange rates	44	—	44
Balance, December 31, 2024	244	24	268
Current	215	16	231
Non-current	29	8	37

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

At December 31, 2024, the undiscounted minimum lease payments payable by the Company under lease arrangements are as follows:

	$
Within one year	244
After one year but not more than five years	56
More than five years	-
Total undiscounted lease liabilities	300

For the year ended December 31, 2024, expenses related to arrangements containing variable operating costs, short-term and low value leases which have not been included in the lease liabilities were $nil (year ended December 31, 2023 – nil).

17. Decommissioning liabilities

	$
Balance, December 31, 2023 and 2022	31
Acquisition (Note 5)	1,552
Additions	31
Accretion	274
Changes in estimates	(212)
Effects of movements in exchange rates	90
Balance, December 31, 2024	1,766
Current	31
Non-current	1,735

The Company's decommissioning obligations result primarily from its ownership interest in petroleum and natural gas assets. The total decommissioning obligation is estimated based on the Company's net ownership interest in all wells and facilities, estimated costs to reclaim and abandon these wells and facilities and the estimated timing of the costs to be incurred in future years. Undiscounted decommissioning costs total $7.4 million (December 31, 2023 - $0.03 million). The Company used a credit adjusted interest rate of 16.12% and an inflation rate of 2.30% when measuring the present value of its decommissioning obligation in Indonesia. The timing of the decommissioning depends on when the fields cease to produce at economically viable rates, which will also depend on future commodity prices which are inherently uncertain. For the year ended December 31, 2024, the estimated timing of the obligations is 9-12 years.

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

18. Income taxes

The Company's income tax expense differs from that which would be expected from applying the combined Canadian federal and provincial statutory tax rates of 23% (2023 – 23%) to the net loss before taxes for the following reasons:

	2024	2023
	$	$
Net loss before income taxes	(9,909)	(3,809)
Tax rate	23%	23%
Total income tax expense at the statutory rates	(2,279)	(876)
Increase (decrease) in taxes resulting from:
Non-deductible expenses	41	70
Tax differences in foreign jurisdictions	1,392	-
Other	150	1
Changes in tax benefits not recognized	702	805
Total income tax expense	6	-

The major components of total income tax expense are as follows:

	2024	2023
	$	$
Current income tax expense	155	-
Deferred income tax recovery related to temporary differences	(149)	-
Total income tax expense	6	-

The following table summarizes the components and the movements of the deferred income tax assets and (liabilities):

Deferred income tax asset (liability)	Balance at December 31, 2023	Recognized on MOPL business acquisition	Foreign currency translation adjustment	Recognized in net income (loss)	Balance at December 31, 2024
	$	$	$	$	$
Property and equipment	-	(2,794)	(113)	238	(2,669)
Right of use assets	-	(218)	18	82	(118)
Decommissioning obligation	-	523	44	11	578
ASR fund	-	(1,083)	(117)	(76)	(1,276)
Provision for employee benefits	-	310	9	(34)	285
Lease liabilities		218	(35)	(123)	60
Other	-	301	39	51	391
Total	-	(2,743)	(155)	149	(2,749)

At December 31, 2024, the Company has non-capital losses carryforwards of approximately $5.4 million (2023 - $2.3 million) for which no deferred tax asset has been recognized in the accounts. These non-capital losses expire in varying annual amounts from 2027 to 2044.

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

19. Employee Benefits

As per Indonesian regulations, the Company provides post-employment benefits to all permanent Indonesian employees at rate set forth under the Assumptions in this note. These post employment benefits are a one time payment made at the mandated retirement age of 58.

Fair value of plan assets

	2024	2023
	$	$
Present value of defined benefit obligation brought forward	-	-
Acquisition	907	-
Company contributions	156	-
Interest return on plan assets	50	-
Benefits paid	(596)	-
Return on assets	(27)	-
Change in foreign exchange rates	(28)	-
Present value of defined benefit obligation carried forward	526	-

Present value of defined benefit obligation

	2024	2023
	$	$
Present value of defined benefit obligation brought forward
Acquisition (Note 5)	(824)	-
Current service cost	(172)	-
Interest cost	(90)	-
Benefits paid	596	-
Actuarial gains arising from financial assumptions	348	-
Actuarial losses arising from experience adjustments	(572)	-
Change in foreign exchange rates	(43)	-
Present value of defined benefit obligation carried forward	(757)	-

Employee benefit plan (asset) liability

The status of the defined benefit pension and other post-employment benefit plans is as follows:

	Year ended December 31, 2024	Year ended December 31, 2023
	$	$
Defined benefit obligation	(757)	-
Fair value of plan assets	526	-
Employee benefit plan asset (liability)	(231)	-

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

Amounts recognized in the consolidated statement of loss

	Year ended December 31, 2024 $	Year ended December 31, 2023 $
Current service cost	(172)	-
Interest cost on defined benefit obligation	(35)	-
Interest income on plan assets	50	-
Net benefit expense	(157)	-

Reconciliation of balance sheet movement

	2024	2023
	$	$
Employee benefit plan liability brought forward	-	-
Acquisition (Note 5)	83	-
Expenses recognised in the income statement	(157)	-
Income recognised in other comprehensive income	(195)	-
Company contribution	156	-
Change in foreign exchange rates	(118)	-
Employee benefit plan liability carried forward	(231)	-

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

Plan assets

The fair value of the plan assets of the defined benefit pension and other post-employment benefit plan currently sits at $0.526 million.

The expected employer contributions for 2025 for the defined benefit pension and other post-employment benefit plans is $0.156 million.

Assumptions

The principal assumptions used in determining employee benefit obligations for the Company plans are as follows:

Weighted-average assumptions used to determine end of year obligations and benefit expense	December 31, 2024
Discount rate	7.12%
Inflation rate	5%
Future salary increases	2%
Defined benefit at retirement age (mandated at age 58)
Working period less than one year	5 months salary
Working period less 1 year or above, but less than 10 years	28 months salary
Working period less 10 year or above, but less than 16 years	36 months salary
Working period less 16 year or above :	40 months salary
Average age	45.5 years
Average years of service	8.5 years

Sensitivity analysis

A quantitative analysis for significant assumptions and their impact on the defined benefit obligation at December 31, 2024 is presented below. The sensitivity analyses below have been determined based on a method that extrapolates the impact on the defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

Increase (decrease) in defined benefit plan obligation	Pension Plans
	1% increase	1% decrease
Discount rate	82	(94)
Future salary increases	65	(73)

20. Share capital

Authorized share capital

Unlimited number of:

Common shares without nominal or par value
First and second preferred shares issuable in series.

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

Issued and outstanding common shares

The following table summarizes the change in common shares issued and outstanding. There are no preferred shares issued or outstanding as of December 31, 2024 (December 31, 2023 – nil).

| | Shares

| Amount

$ |
| --- | --- | --- |
| Balance, December 31, 2022 | 36,227,382 | 8,161 |
| Exercise of warrants | 2,162,599 | 541 |
| Share issue cost | - | (8) |
| Balance, December 31, 2023 | 38,389,981 | 8,694 |
| Shares issued – subscription receipts | 60,910,000 | 6,702 |
| Shares issued – business combination (Note 5) | 33,056,922 | 4,207 |
| Shares issued – RSU vesting | 1,700,000 | 146 |
| Shares issued – shares for services | 1,250,000 | 98 |
| Share issue costs | - | (1,741) |
| Balance, December 31, 2024 | 135,306,903 | 18,107 |

In connection with the MOPL acquisition, the Company issued 60,910,000 subscription receipts on November 3, 2023 at a price of $0.11 for one unit (a "Unit"), each Unit consisted of one common share and one warrant exercisable for the purchase of one common share at a price of $0.14 for a period of 60 months from the closing date of the MOPL acquisition. The subscription receipts entitled the holder to receive a Unit automatically upon the closing of the MOPL acquisition with no further action required of the subscription receipt holder. At December 31, 2023, the proceeds of the offering were held in escrow by the Company's escrow agent. Total proceeds were $6,700,100 from subscribers plus $39,361 interest earned for a total of $6.739 million. As at December 31, 2023, there was a financial liability for the obligation to reimburse the holders of subscription receipts pursuant to the terms of the subscription receipt agreement if the MOPL acquisition did not close. On January 4, 2024, as a result of the satisfaction of the escrow release conditions under a subscription receipt agreement the funds were released from escrow and all of the subscription receipts were converted, without payment of any additional consideration and with no further action on the part of the holder thereof, into one unit of the Company (a "Unit"). The Company used the residual method to allocate the consideration received to the warrants and determined the warrants had no value at the time of issuance. At the time of the MOPL acquisition closing, 3,177,719 broker warrants were issued to the underwriters, entitling the holder of one warrant exercisable to purchase of one common share at a price of $0.11 for a period of 60 months from the closing date of the MOPL acquisition.

At December 31, 2024 there were 93,786,917 common shares reserved for issuance under the Company's stock option, RSU and PSU plans and warrants (December 31, 2023 – 31,354,348)

Weighted average number of common shares

Weighted average number of common shares (000s)	Year ended December 31, 2024	Year ended December 31, 2023
Basic and diluted	131,983	37,726

For the years ending December 31, 2024 and 2023, all equity instruments are considered to be anti-dilutive as the Company is in a loss position.

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

Warrants

The continuity of share purchase warrants at December 31, 2024, was as follows:

	Number #	Exercise price $	Remaining life (years)
Expiry date
September 26, 2027	27,155,032	0.20	2.74
January 4, 2029, subscription receipts warrants	60,910,000	0.14	4.02
January 4, 2029, broker warrants	3,177,719	0.11	4.02
December 31, 2024	91,242,751	0.15	3.59

The September 26, 2027, warrants are exercisable for one common share at an exercise price of $0.20. These warrants vest and become exercisable as to one-third upon the 20-day volume weighted average trading price of the common shares on the TSXV (the "Market Price") equal to or exceeding $0.275 per common share, an additional one-third upon the Market Price equal to or exceeding $0.325 per common share and the final one-third upon the Market Price equal to or exceeding $0.40 per common share. These warrants have all vested as the three thresholds have been met. No value was originally assigned to these warrants upon issuance.

Stock option plan

The Company may grant options to directors, officers, employees, and technical consultants of the Company. The maximum number of shares reserved for issuance under all securities compensation arrangements is limited to 10% of the Company's total number of issued and outstanding shares. The maximum number of shares that may be issued to any officer, director or employee shall not exceed 5% of the total number of issued and outstanding shares. The maximum number of shares that may be issued to technical consultants, including investor relations consultants, shall not exceed 2% of the total number of issued and outstanding shares. Under the plan, options are exercisable upon issuance and an option's maximum term is five years. As the stock option plan does not contain a cash settlement feature it has been treated as an equity settled plan for accounting purposes.

During 2024, the Company granted 300,000 options to officers and directors. The options have a term of 5 years and an exercise price of $0.10. The value of the options was determined using a Black Scholes option pricing model using an average volatility of 100%, a risk-free rate of 3%, forfeiture rate of 0%, an expected life of 5 years and a dividend rate of nil%. The options vest one-third immediately and one-third on each of the first and second anniversary of the grant date. The Company's share price at the time of grant was $0.10.

For the three and twelve months ended December 31, 2024, the Company recorded total stock-based compensation of $0.012 million (2023 – $0.028 million).

The share purchase warrants at December 31, 2024, were as follows:

	Number #	Weighted average exercise price $
December 31, 2022	370,000	0.22
Options granted	-	-
Options forfeited	-	-
December 31, 2023	370,000	0.22
Options granted	300,000	0.10
Options forfeited	(33,333)	0.20
December 31, 2024	636,667	0.16

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

The following stock options were outstanding at December 31, 2024:

| | Number

| Number

exercisable

| Exercise price

$ | Remaining life
(years) |
| --- | --- | --- | --- | --- |
| Expiry date | | | | |
| April 14, 2025 | 60,000 | 60,000 | 0.25 | 0.54 |
| June 22, 2025 | 60,000 | 60,000 | 0.25 | 0.73 |
| September 26, 2027 | 216,667¹ | 167,667 | 0.20 | 2.99 |
| October 16, 2029 | 300,000 | - | 0.10 | 4.80 |
| | 636,667 | 287,667 | 0.16 | 3.40 |

¹ - inclusive of forfeiture due to employee resignations

Restricted share units ("RSU")

On September 26, 2022, 2,550,000 RSUs were issued pursuant to the terms of the Share Incentive Award Plan (the "Award Plan") at a price of $0.20 per common share. The RSUs vest one-third on each of the first, second, and third anniversary of the grant date and each is redeemable for one common share of the Company at the time of vesting. The RSUs expire December 15, 2025. During the year ended December 31, 2024, 1,700,000 RSUs vested. Of the 850,000 outstanding RSUs at December 31, 2024, 566,667 were vested but not yet exercised and 283,333 were non-exercisable (December 31, 2023 – 1,700,000 non-exercisable).

For the year ended December 31, 2024, the Company recorded total stock-based compensation of $0.076 million thousand (2023 – $0.266.million) related to the restricted share units.

Performance share units ("PSU")

On November 16, 2023, 1,030,000 performance share units ("PSUs") were issued pursuant to the terms of the Award Plan at a price of $0.13 per common share. The PSUs vest in thirds on each of the first, second, and third anniversary of the grant date and each is redeemable for one common share of the Company at the time of vesting. The PSUs expire January 15, 2027. At December 31, 2024, there were 810,000 PSUs outstanding with 286,667 exercisable and 523,333 non-exercisable.

For the year ended December 31, 2024, the Company recorded total stock-based compensation of $0.065 million (2023 - 0.010 million) related to the PSUs, the offset of which has been included in contributed surplus.

On January 23, 2025, the Board of directions approved the issuance of share-based awards to certain officers, directors and employees, in aggregate 5,875,000 units consisting of RSUs and PSUs, were awarded. At the same time, previously issued restricted and performance share units were vested resulting in the issuance of 1,068,333 shares to certain officers and employees of the Company.

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

Finance costs

Finance costs are as follows:

	Year ended December 31, 2024 $	Year ended December 31, 2023 $
Lease interest	56	23
Long term debt interest	5,614	-
Accretion expense	4,554	-
	10,224	23
Cash	2,939	23
Non-cash	7,285	-
	10,224	23

Other Income

For the year end 2024, the consolidated statement of loss includes income of $1.4 million (US$1.0 million) related to the non-refundable deposits for the SPA of the Company's AWE subsidiary, as disclosed in Note 8. Additionally, it includes $0.98 million in interest income recorded relating to the accretion of the fair value of the VAT receivable determined in the purchase price allocation (Note 5).

Financial risk and capital management

The Company's activities expose it to a variety of financial risks that arise as a result of its exploration, development, production, and financing activities such as:

i. Credit risk
ii. Market risk
iii. Liquidity risk

This note presents information about the Company's exposure to each of the above risk, the Company's objectives, policies, and processes for measuring risks, and the Company's management of capital.

The Board of Directors oversees management's establishment and execution of the Company's risk management framework. Management has implemented and monitors compliance with risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company's activities.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's receivables from oil marketing. The Company has a one year contract in partnership with several larger producers in the local area to sell their oil to a specific trader at a premium to ICP.

In 2024, all oil sold was sold to 2 companies; 1) an offshore buyer who accounted for 98% of revenue and 2) a subsidiary of the Indonesia state owned oil company Pertamina who accounted for 2% of revenue.

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

The maximum exposure to credit risk was the carrying amount of cash, accounts receivable and VAT receivable as follows:

	December 31, 2024	December 31, 2023
	$	$
Cash and cash equivalents	2,307	433
Trade receivables	553	64
Other	84	-
Accounts receivable	637	64
VAT receivable	6,211	-
Total exposure	9,155	497

The Company maintains its cash balances at large banking institutions in Canada and Indonesia whose deposits are guaranteed by the respective governments and, therefore the credit risk is low.

The Company's amounts receivable are non-interest bearing and generally on a 30-day payment term. The carrying amounts presented are reasonable approximations of their fair market balance and are not past due or impaired.

Market risk

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk in changes in foreign exchange rates relates primarily to the Company's operating activities and the Company's net investments in foreign subsidiaries and joint ventures. The Company's transactions are principally denominated in United States Dollars. However, during the fourth quarter of 2024 the Company entered into an IDR to USD foreign exchange contract to help mitigate exposure to fluctuations in vendor payments due exchange rates.

Commodity price risk

The Company has exposure to price risk in its exploration, development, and production of petroleum and natural gas business. The Company has not used derivative financial instruments to hedge exposure to petroleum and natural gas price fluctuations. The results of operations and cash flows of petroleum and natural gas production can very significantly with the fluctuations in the market prices of hydrocarbons. These are affected by factors outside of the Company's control, including market forces of supply and demand and regulatory and political actions of government. During the year, the Company did not enter into any derivative contracts to mitigate this risk.

Interest rate risk

Interest rate risk is the risk that future cash flows or valuations of assets or liabilities will fluctuate as a result of changes in market interest rates. Currently, the Company's borrow facilities have fixed interest rates and so it is not exposed to significant or material interest rate risk within its borrowings.

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with the financial liabilities. The Company's approach to managing liquidity risk is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when due without incurring unacceptable losses or risking harm to the Company's operations or reputation. The Company prepares an annual budget, which outlines the planned operating, investing and financing activities and is regularly monitored against actual costs and revised as considered necessary. The Company maintains and monitors a certain level of cash which is used to finance all operating and capital expenditures. Amounts due under borrowing facilities consist of cash advances drawn plus accumulated interest. See going concern in Note 2.

The table below outlines a contractual maturity analysis for Criterium's financial liabilities at December 31, 2024.

	Within 1 Year	1 to 5 Years	More than 5 Years	Total
	$	$	$	$
Accounts payable and accrued liabilities	9,442	-	-	9,442
Taxes payable	22,047	-	-	22,047
Lease liability	244	56	-	300
Contingent consideration	-	12,267	2,935	15,202
Debt	11,555	26,300	-	37,855
Debt estimated interest (1)	2,627	2,018	-	4,645
Total	45,915	40,641	2,935	89,491

(1) Estimated interest for future years related to the debt facilities was calculated using the weighted average interest rate of 8% for the year ended December 31, 2024, applied to the principal balance outstanding as at that date.

Capital management

The Company's capital structure includes working capital, shareholders' equity, and amounts available under borrowing facilities. The Company's objective when managing capital is to maintain a flexible capital structure which allows it to execute its growth strategy through expenditures on property, plant, and equipment and exploration and development activities while maintaining a strong financial position. Currently, total capital resources available include working capital (defined as current assets less current liabilities) and debt. The Company prepares annual budgets, which are updated as necessary including current and forecast commodity prices, changes in capital structure, execution of the Company's business plan and general industry conditions. The annual budget is approved by the Board of Directors.

The properties in which the Company currently has an interest are in the early stage of development and cash flow from operations is not sufficient to fund the Company's activities; as such the Company is currently exploring various options that, if successful, will enable the Company to have access to sufficient funds to execute its business strategy, generate operating cash flows and be able to settle liabilities as and when they fall due. These include but are not limited to issuing common shares or other securities, selling assets, entering into a farm-out arrangement, adjusting its capital spending to manage current and projected cash flows raising funds and refinancing its debt facilities. There is no assurance that the Company will be successful in sufficiently financing the Company's ongoing business activities.

Fair value of financial assets and liabilities

The Company's fair value measurement are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. An active

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

market is characterized by a high volume of transactions that provides pricing information on an ongoing basis.

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These valuations are based on inputs that can be observed or corroborated in the marketplace, such as market interest rates or forecasted commodity prices.

Level 3 – inputs for the asset or liability are not based on observable market data.

The Company aims to maximise the use of observable inputs when preparing calculations of fair value. Classification of each measurement into the fair value hierarchy is based on the lowest level of input that is significant to the fair value calculation.

The fair value of cash and cash equivalents, accounts receivable, VAT receivable, deposits, accounts payable, and f taxes payable, approximate their carrying amounts due to their short terms to maturity.

MOPL debt facilities (Note 14) are a Level 2 estimate.

The fair value of the MOPL contingent payments and contingent payment rights to debt holder (Note 26) are level 3 and Level 2 estimates, respectively.

There were no transfers between fair value hierarchies during the year.

24. Geographic segmented information

The Company currently operates in two geographically based industry segments: Indonesia and Canada. The Company's corporate segment is included in Canada.

	Year ended December 31, 2024 $	Year ended December 31, 2023 $
Revenue
Indonesia	24,546	-
Canada	114	109
	24,660	109
Net loss before taxes
Indonesia	(6,727)	(824)
Canada	(3,182)	(2,985)
	(9,909)	(3,809)
Income Tax
Indonesia	(6)	-
Canada	-	-
	(6)	-
Net loss
Indonesia	(6,733)	-
Canada	(3,182)	(3,809)
	(9,915)	(3,809)

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

Geographic segmented information (continued)

	December 31, 2024	December 31, 2023
	$	$
Total non-current assets
Indonesia	69,594	-
Canada	138	433
	69,732	433
Total assets
Indonesia	75,522	2,177
Canada	909	8,015
	76,431	10,192
Total liabilities
Indonesia	70,272	650
Canada	5,323	8,531
	75,595	9,181

25. Supplemental cash flow information

Supplemental cash flow information is as follows:

	Year ended December 31, 2024	Year ended December 31, 2023
	$	$
Changes in non-cash working capital
Accounts receivable	(413)	97
Prepaids and deposits	272	(585)
Inventories	(2,161)	-
Accounts payable and accrued liabilities	3,594	713
Acquisition payable	-	(812)
Accounts payable for asset held for sale	-	657
Prepaid share issuance costs	-	(395)
Movements in exchange rates	(561)	-
	731	(325)
The change in non-cash working capital has been allocated to the following activities:
Operating	(1,849)	752
Financing	281	-
Investing	2,299	(1,077)
Cash paid for taxes	2,487	-
Cash paid for interest	2,939	-

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

26. Commitments and contingencies

	Contingent liability 1	Contingent liability 2	Contingent liability 3	Total
	$	$	$	$
Balance, December 31, 2023	-	-	-	-
Acquisition	3,376	342	2,912	6,630
Accretion expense	860	90	507	1,457
Effects of movements in exchange rates	297	-	-	297
	4,533	432	3,420	8,384
Less: current portion	-	-	-	-
Balance, December 31, 2024	4,533	432	3,420	8,384

Contingent liability 1 and 2 - MOPL contingent payments

Contingent liability 1 is related to the SPA described in Note 5 and provides for future contingent payments to MOPL's prior owners in respect of the Tungkal and West Salawati Production Sharing Contracts for the duration of the contracts. The contingent payment obligations will arise with respect to future production in the event that oil prices, gas prices, and/or production volumes exceed minimum thresholds. Contingent payments may also arise in the event of a future disposition of these Production Sharing Contracts and/or discovery of additional commercial oil fields within the West Salawati Production Sharing Contract.

The Company estimated the future undiscounted cash flows related to this contingent payment to be approximately US$6.790 million ($9.770 million) at the acquisition date and recorded a contingent liability of US$2.528 million ($3.376 million) using discount rates of 23.5%-30%. There is no maximum amount stated in the SPA.

The future contingent payments to MOPL's prior owners are revalued at each reporting period using a discounted cash flow based on internally estimated future production and forward oil and gas pricing forecasts (considered level 3 inputs within the fair value hierarchy). At December 31, 2024, the Company determined the fair value of the estimated cash flows is $4.533 million. A 1% change in the discount rate would result in a change in the liability balance of $0.118 million.

For Contingent liability 2, the Company has assumed a contingent liability as a part of the acquisition of MOPL – see Note 5. This is related to a contractual payment of US$0.500 million ($0.720 million) upon certain successes within the West Salawati Production Sharing Contract. On a discounted basis this was valued at US$0.256 million ($0.341 million) at the date of the PPA using a discounted cash flow based on a discount rate of 25% and assumption of future payment occurring. At December 31, 2024, this is valued at $0.431 million based on a discount rate of 25% and a continued expectation that future payment will occur. A 1% change in the discount rate would result in a change in the liability balance of $0.008 million.

Contingent liability 3 - Contingent payment rights to debt holder

As a condition of the Company's acquisition of MOPL, the Company issued Kendall Court Cambridge Investment Manager Ltd. ("Kendall Court") 22,235,055 common shares of the Company and 22,235,055 Contingent Payment Rights ("CPR") in consideration for a US$2,250,000 reduction in a MOPL borrowing facility. The CPR's provide that the Company will make a cash payment on January 3, 2027 equal to $0.2119 per CPR multiplied by the issued common

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

shares of the Company still held be Kendall Court at that time. As part of the purchase price allocation described in Note 4, the Company recorded a liability of $2.912 million for the estimated present value of the contingent payment using a discounted cash flow based on a discount rate of 17.4% and an assumption that there will not be significant dispositions of shares. The expected undiscounted cash flows related to this payment are approximately $4.712 million.

At December 31, 2024, the Company estimated the fair value to be $3.419 million. A 1% change in the discount rate would result in a change in the liability balance of $0.059 million.

Work Commitments

Within the West Salawati PSC, the following work commitments were outstanding as of December 31, 2024:

Year	Description	Estimated Cost (US$ 000s)	Status
2026	Exploration Well	6,000	Outstanding
2027	Acquisition and processing of 3D Seismic	1,500	Outstanding
2028	Acquisition and processing of 2D Seismic	1,000	Outstanding
	Exploration Well	6,000	Outstanding

27. Related party transactions and key management compensation

The Company has entered into transactions with related parties in the normal course of business that are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, and which in management's opinion is comparable to amounts that would have been paid to non-related parties. The exchange amount approximates fair value. Transactions impacting the consolidated statements of loss, which are not disclosed elsewhere in the statements are summarized below.

During the years ended December 31, 2024 and 2023, the Company paid to its related parties either directly or indirectly, the following amounts:

	Year ended December 31, 2024	Year ended December 31, 2023
Payments to related party lender	3,742	-
Key management compensation	644	658
Restructuring cost	262	-
Directors' fees (consulting fees)	160	160
Stock-based compensation	84	288
Accounting and administrative services (professional fees)	-	110
Consulting services	-	73
	4,892	1,289

Criterium Energy Ltd.

Consolidated financial statements

[amounts in thousands of Canadian dollars, except share or per share amounts]

For the years ended December 31, 2024 and 2023

Corporate Information

Board of Directors	Management Team
Brian Anderson
Chair of the Board^{1}	Matthew Klukas
President and Chief Executive Officer
David Dunlop
Director^{2}	Andrew Spitzer
Chief Financial Officer
Matthew Klukas
Director	Dr. Henry Groen
Special Advisor
Michèle Stanners
Director	Hendra Jaya
GM, Indonesia
	Sarah Kevol
Controller
^{1} Chair of Reserves Committee	Robert Thomson
^{2} Chair of Audit Committee	VP, Subsurface
Stock Exchange
Toronto Stock Exchange Venture – Symbol: CEQ	Legal Counsel
Burnet, Duckworth & Palmer, LLP
Reserves Evaluator
ERCE Australia Pty Ltd (“ERCE”)	Auditor
Ernst & Young LLP
Transfer Agent
Odyssey Trust Company

CRITERIUM

ENERGY

Bow Valley Square #1

Suite 1120, 202 6th Ave SW

Calgary, AB T2P 2R9

T – 403-668-1630

www.criteriumenergy.com

AMENDED AND RESTATED

SHARE OPTION PLAN

Purpose of Plan

The purpose of this plan (the "Plan") is to develop the interest of Service Providers to Criterium Energy Ltd., and its subsidiaries, if applicable, (collectively, the "Corporation") in the growth and development of the Corporation by providing them with the opportunity through Options to acquire an increased proprietary interest in the Corporation.

Administration

The Plan shall be administered by the Board, or if appointed, by a committee of directors appointed from time to time by the Board (such committee, or if no such committee is appointed, the Board, is hereinafter referred to as the "Committee") pursuant to rules of procedure fixed by the Board.

Granting of Options

Subject to this Section 3, the Committee may from time to time designate Service Providers (collectively, the "Optionees"), to whom options ("Options") to purchase common shares ("Common Shares") of the Corporation may be granted, and the number of Common Shares to be optioned to each, provided that:

(a) the total number of Common Shares issuable pursuant to Options and any Common Shares issuable under any other Security Based Compensation Plans outstanding at any time shall not exceed 10% of the aggregate number of Outstanding Securities, subject to adjustment as set forth herein, and further subject to the applicable rules and regulations of all regulatory authorities and the Exchange to which the Corporation may be subject;

(b) the number of Common Shares issuable pursuant to all Securities Based Compensation Plans (including this Plan) to any one person in any 12 month period shall not exceed 5% of the aggregate number of Outstanding Securities, unless disinterested shareholder approval is obtained;

(c) the number of Common Shares issuable to Insiders (as a group), at any time, under all Security Based Compensation Plans (including this Plan), shall not exceed 10% of the aggregate number of Outstanding Securities (unless the Corporation has obtained the requisite disinterested shareholder approval);

(d) the number of Common Shares issued to Insiders (as a group), within any 12 month period, under all Security Based Compensation Plans (including this Plan), shall not exceed 10% of the aggregate number of Outstanding Securities (unless the Corporation has obtained the requisite disinterested shareholder approval);

(e) if the Common Shares are listed on the TSXV, the aggregate number of Common Shares reserved for issuance to any one Consultant (as such term is defined in the policies of the TSXV) in any 12 month period under all Security Based Compensation Plans (including this Plan), shall not exceed 2% of the aggregate number of Outstanding Securities;

(f) if the Common Shares are listed on the TSXV, the aggregate number of Common Shares reserved for issuance to all persons employed to provide Investor Relations Service Activities (as such term is defined in the policies of the TSXV) in any 12 month period under all Security Based Compensation Plans (including this Plan), shall not exceed 2% of the aggregate number of Outstanding Securities; and

(g) if the Common Shares are listed on the TSXV, each of the grant of Options pursuant to this Plan and the execution by an Optionee of the written agreement set forth in Section 12 thereof, shall constitute a representation by the Corporation and the Optionee, respectively, that the Optionee is a bona fide Director, Employee, Consultant or Management Company Employee (as such terms are defined in the policies of the TSXV). For greater certainty, persons retained to provide Investor Relations Activities may not receive any securities pursuant to any Security Based Compensation Plan of the Corporation other than this Plan.

The Common Shares that are reserved for issuance on exercise of Options granted pursuant to this Plan that are cancelled, terminated or expired in accordance with terms of the Plan prior to the exercise of all or a portion thereof 13805488.1

shall be available for a subsequent grant of Options pursuant to this Plan to the extent of any Common Shares issuable thereunder that are not issued under such cancelled, terminated or expired Options.

4. Vesting

The Committee may, in its sole discretion, determine the time during which Options vest and the method of vesting, provided that, if the Common Shares are listed on the TSXV, Options issued to persons retained to provide Investor Relations Activities must vest in stages over a period of not less than 12 months with no more than 1/4 of the Options vesting in any three month period. For greater certainty and notwithstanding the foregoing, the Committee may, in its sole discretion, accelerate the vesting of Options following the date on which they are granted. For greater certainty and notwithstanding the foregoing, no Options granted to Investor Relations Service Providers (as such term is defined in the policies of the TSXV) may be accelerated without prior Exchange acceptance.

5. Exercise Price

The exercise price (the "Exercise Price") of any Option shall be fixed by the Committee when such Option is granted, provided that such price shall not be less than the Market Price of the Common Shares, or such other price as may be determined under the applicable rules and regulations of all regulatory authorities and the Exchange to which the Corporation may be subject.

For greater certainty, if an Optionee is an Insider, the Exercise Price may only be reduced if disinterested shareholder approval is obtained, provided that such disinterested shareholder approval is then a requirement of the Exchange to which the Corporation may be subject or other regulatory body having jurisdiction.

6. Option Terms

The period during which an Option is exercisable shall, subject to the provisions of the Plan requiring acceleration of rights of exercise, not be in excess of 10 years (the "Expiry Date"). Each Option shall, among other things, contain provisions to the effect that the Option shall be personal to the Optionee and shall not be assignable or transferable other than in the case of death of the Optionee. In addition and unless otherwise determined by the Board, each Option shall provide that:

(a) upon the death of the Optionee, any vested Options shall terminate on the date that is not longer than 12 months following the date of death of the Optionee;

(b) if the Optionee shall no longer be a director or officer of, be in the employ of, or be providing ongoing management or consulting services to, the Corporation or its subsidiaries (other than by reason of termination for cause), the Option shall terminate on the earlier of the expiry date of the Option and the expiry of the period not in excess of 90 days prescribed by the Committee at the time of grant, following the date that the Optionee ceases to be a director, officer or employee of the Corporation, or ceases to provide ongoing management or consulting services to, the Corporation, as the case may be; and

(c) if the Optionee shall no longer be a director or officer of or be in the employ of, or consultant or other Service Provider to, the Corporation or its subsidiaries by reason of termination for cause, the Option shall terminate immediately on such termination for cause (whether notice of such termination occurs verbally or in writing), provided that the number of Common Shares that the Optionee (or his or her heirs or successors) shall be entitled to purchase until such date of termination: (i) shall in the case of death of the Optionee, be all of the Common Shares that may be acquired on exercise of the Options held by such Optionee (or his or her heirs or successors) whether or not previously vested, and the vesting of all such Options shall be accelerated on the date of death for such purpose; and (ii) in any case other than death or termination for cause, shall be the number of Common Shares which the Optionee was entitled to purchase on the date the Optionee ceased to be an officer, director, employee, consultant or other Service Provider, as the case may be. In the event of termination for cause, all of the Common Shares optioned, whether vested or unvested shall be forfeited.

If the normal Expiry Date of any Option falls within any Blackout Period or within 10 business days (being a day other than a Saturday, Sunday or other than a day when banks in Calgary, Alberta are not generally open for business) following the end of any Blackout Period (the "Restricted Options"), then the Expiry Date of such Restricted Options shall, without any further action, be extended to the date that is 10 business days following the end

13805488.1

of such Blackout Period. The foregoing extension applies to all Options whatever the date of grant and shall not be considered an extension of the term of the Options as referred to in Section 16 hereof.

7. Exercise of Option

Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery to the Corporation at its head office, or such other place as may be specified by the Corporation, of a written notice of exercise specifying the number of Common Shares with respect to which the Option is being exercised and accompanied by payment in full, in the form of a bank draft, certified cheque or wire transfer, of the purchase price of the Common Shares then being purchased.

8. No Rights as a Shareholder

An Optionee shall not have any of the rights or privileges of a shareholder of the Corporation in respect of any Common Shares issuable upon exercise of an Option until certificates representing such Common Shares have been issued and delivered.

9. Cessation of Employment

For the purposes of this Plan and all option agreements, unless otherwise provided in the applicable option agreement, an Optionee shall be deemed to have ceased to be a Service Provider and an Optionee shall be deemed to have terminated or resigned from employment or consulting arrangement with the Corporation or any of its subsidiaries, as applicable, for the purposes hereof on the first to occur of such termination or resignation or the date (as determined by the Board) that the Optionee ceases in the active performance of all of the regular duties of the Optionee's job, which includes the carrying on of all of the usual and customary day-to-day duties of the job for the normal and scheduled number of hours in each working day, unless the foregoing is a result in a leave of absence (as defined by the Board from time to time) which is in excess of three months (a "Leave of Absence") approved for this purpose by the Committee or senior officer to whom such Service Provider reports; the foregoing to apply whether or not adequate or proper notice of termination shall have been provided by and to the Corporation or its subsidiaries, as applicable, in respect of such termination of employment or consulting arrangement and regardless of whether or not such termination of employment or consulting arrangement is later found to be invalid or unlawful or in breach of any applicable laws. The deemed date on which the Optionee ceased to be a Service Provider shall not, under any circumstances, be extended by any statutory, contractual or common law notice period mandated under any applicable laws. If the Optionee shall take a Leave of Absence, the Committee may, in its sole discretion, also modify or change the vesting of any Options granted to such Optionee to take into account the period of the Leave of Absence.

10. Termination of Option in the Event of Take-Over Bid

In the event a take-over bid (as defined in the Securities Act (Alberta)), which is not exempt from the take-over bid requirements of Part 14 of the Securities Act (Alberta) (or its replacement or successor provisions) shall be made for the Common Shares, the Corporation may in the agreement providing for the grant of Options herein provide that the Corporation may require the disposition of the Options and the termination of any obligations of the Corporation to the Optionee in respect of any Options granted by paying to the Optionee in cash the difference between the Exercise Price of unexercised Options and the fair market value of the securities to which the Optionee would have been entitled upon exercise of the unexercised Options on such date, which determination of fair market value shall be conclusively made by the Committee, subject to approval by the Exchange. Upon payment as aforesaid, the Options shall terminate and be at an end and the Optionee shall cease to have any further rights in respect thereof.

11. Alterations in Shares

If the outstanding Common Shares are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through re-organization, merger, amalgamation, arrangement, business combination, re-capitalization, re-classification, stock dividend, subdivision or consolidation, sale of all or substantially all the assets of the Corporation for shares of another entity or any adjustment relating to the Shares optioned or issued on exercise of Options, or the Exercise Price per share as set forth in the respective stock Option agreements, shall be adjusted in accordance to the terms of such agreements. Adjustments under this Section 11 shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Common Share shall be required

13805488.1

to be issued under the Plan on any such adjustment. Any adjustment, other than in connection with a consolidation or split, to Security Based Compensation granted or issued under a Security Based Compensation Plan is subject to prior acceptance of the Exchange, including adjustments related to an amalgamation, merger, arrangement, business combination, reorganization, spin-off, dividend or recapitalization.

12. Option Agreements

A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to Option, the Exercise Price, the Expiry Date, and provisions as to vesting (if applicable), and any other terms approved by the Committee, all in accordance with the provisions of this Plan. The agreement will be in such form as the Committee may from time to time approve, or authorize the officers of the Corporation to enter into, and may contain such terms as may be considered necessary in order that the Option will comply with this Plan, any provisions respecting Options in the income tax or other laws in force in any country or jurisdiction of which the person to whom the Option is granted may from time to time be a resident or citizen, and the rules of any regulatory body having jurisdiction over the Corporation.

13. Net Exercise

Subject to the provisions of the Plan, if permitted by the Committee, an Optionee (if the Common Shares are listed on the TSXV, other than any Investor Relations Service Provider (as defined in the TSXV policies)) may elect to exercise an Option by surrendering such Option in exchange for the issuance of Common Shares equal to the number determined by dividing the VWAP into the difference between the VWAP and the Exercise Price of such Option. An Option may be exercised pursuant to this Section 13 from time to time by delivery to the Corporation at its head office in Calgary, Alberta or such other place as may be specified by the Corporation, of a written notice of exercise specifying that the Optionee has elected to a cashless exercise of such Option and the number of Options to be exercised. The Corporation will not be required, upon the exercise of any Options pursuant to this Section 13, to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. Upon exercise of the foregoing, the number of Common Shares actually issued shall be deducted from the number of Common Shares reserved with the TSXV, if the Common Shares are then listed, for future issuance under the Plan and the balance of the Common Shares that were issuable pursuant to the Options so surrendered shall be considered to have been cancelled and available for further issuance.

14. Acceleration of Vesting and Termination of Option

Notwithstanding any other provision in this Plan or the terms of any Option Agreement, if there takes place a Change of Control, all issued and outstanding Options shall be automatically fully vested and exercisable (whether or not then vested) immediately prior to the time such Change of Control takes place and shall terminate on the 90th day after the occurrence of such Change of Control, or at such earlier time as may be established by the Board, in its absolute discretion, prior to the time such Change of Control takes place.

15. Regulatory Authorities Approvals

The Plan shall be subject to the approval, if required, of the Exchange. Any Options granted prior to such approval shall be conditional upon such approval being given, and no such Options may be exercised unless such approval, if required, is given.

16. Amendment or Discontinuance of the Plan

Subject to the restrictions set out in this Section 16, the Committee may amend or discontinue the Plan and Options granted thereunder at any time without shareholder approval; provided any amendment to the Plan that requires approval of the Exchange may not be made without approval of such Exchange. Without the prior approval of the shareholders, or such approval as may be required by the Exchange, the Committee may not:

(a) make any amendment to the Plan to increase the percentage of Common Shares reserved for issuance on exercise of outstanding Options at any time pursuant to Subsection 3(a) hereof;

(b) reduce the Exercise Price of any outstanding Options granted to Insiders;

13805488.1

(c) extend the term of any outstanding Option granted to an Insider beyond the original expiry date of such Option (other than in accordance with Section 6 hereof);
(d) make an amendment to increase the maximum limit on the number of securities that may be issued pursuant to Subsections 3(b), (c) or (d) hereof;
(e) make any amendment to the Plan that would permit an Optionee to transfer or assign Options to a new beneficial Optionee other than in the case of death of the Optionee; or
(f) make an amendment to amend this Section 16.

In respect of Subsections (b), (c) and (d) of this Section 16, reference to prior shareholder approval shall mean prior disinterested shareholder approval.

The Committee may amend or terminate the Plan or any outstanding Option granted hereunder at any time without the approval of the Corporation, the shareholders of the Corporation or any Optionee whose Option is amended or terminated, in order to conform the Plan or such Option, as the case may be, to applicable law or regulation or the requirements of any relevant Exchange or regulatory authority, whether or not that amendment or termination would affect any accrued rights, subject to the approval of that Exchange or regulatory authority.

In addition, no amendment to the Plan or Options granted pursuant to the Plan may be made without the consent of the Optionee, if it adversely alters or impairs any Option previously granted to such Optionee under the Plan.

17. Hold Period

In addition to any resale restrictions imposed under applicable securities laws, if required by relevant Exchange or any other regulatory authority, Options granted under the Plan and Common Shares issued on exercise of such Options may be required to be legended evidencing that the Options and the Common Shares issued upon exercise of the Options are subject to a hold period or restricted period as required by the TSXV or the TSX or other applicable regulatory authority and the Optionee by accepting the Option agrees to comply therewith.

18. Common Shares Duly Issued

Common Shares issued upon the exercise of an Option granted hereunder will be validly issued and allotted as fully paid and non-assessable upon receipt by the Corporation of the Exercise Price therefore in accordance with the terms of the Option, and the issuance of Common Shares thereunder will not require a resolution or approval of the Board.

19. Tax Withholding

The Corporation shall have the power and the right to deduct or withhold, or require (as a condition of exercise) an Optionee to remit to the Corporation, the required amount to satisfy, in whole or in part, federal, provincial, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan, including the grant or exercise of Options granted under the Plan. With respect to required withholding, the Corporation shall have the irrevocable right to (and the Optionee consents to) the Corporation setting off any amounts required to be withheld, in whole or in part, against amounts otherwise owing by the Corporation to such Optionee (whether arising pursuant to the Optionee's relationship as a director, officer or employee of the Corporation or as a result of the Optionee providing services on an ongoing basis to the Corporation or otherwise), or may make such other arrangements satisfactory to the Optionee and the Corporation. In addition, the Corporation may elect, in its sole discretion, to satisfy the withholding requirement, in whole or in part, by withholding such number of Common Shares as it determines are required to be sold by the Corporation, as trustee, to satisfy the withholding obligation net of selling costs (which costs shall be the responsibility of the Optionee and which shall be and are authorized to be deducted from the proceeds of sale). The Optionee consents to such sale and grants to the Corporation an irrevocable power of attorney to effect the sale of such Common Shares and acknowledges and agrees that the Corporation does not accept responsibility for the price obtained on the sale of such Common Shares. Any reference in this Plan to the issuance of Common Shares or a payment of cash is expressly subject to this Section 19.

13805488.1

20. No Guarantees Regarding Tax Treatment

Optionees (or their beneficiaries) shall be responsible for all taxes with respect to any Option under the Plan, whether arising as a result of the grant or exercise of Options or otherwise. The Corporation and the Committee make no guarantees to any person regarding the tax treatment of an Option or payments made under the Plan and none of the Corporation or any of its employees or representatives shall have any liability to an Optionee with respect thereto.

21. Prior Plans

Upon receipt of all approvals that may be required pursuant to Section 16 hereof, this Plan will supersede and replace the prior option plan of the Corporation initially approved by the shareholders of the Corporation on April 29, 2003, as amended from time to time, and all Options to acquire Common Shares of the Corporation granted under such plan shall henceforth be Options governed by and subject to the provisions of this Plan. For further certainty, no term of this Plan shall govern any Option to the extent that such term (either alone or in combination with any other term or terms) could:

(a) cause the Option to be disposed of, or deemed to be disposed of by the Option holder, or
(b) cause the value of the Option to be different immediately after this Plan comes into effect, as compared to the value immediately before this Plan comes into effect.

22. Definitions

(a) "All or Substantially All of the Assets" means greater than 90% of the aggregate fair market value of the assets of the Corporation and its subsidiaries (if applicable), on a consolidated basis, as determined by the Board in its sole discretion.
(b) "associate", "affiliate" have the meanings ascribed thereto in the Securities Act (Alberta).
(c) "Blackout Period" means the period of time when, pursuant to any policies of the Corporation, any securities of the Corporation may not be traded by certain persons as designated by the Corporation, including any holder of an Option.
(d) "Board" means the board of directors of the Corporation as it may be constituted from time to time.
(e) "Change of Control" means:

(i) a successful "take-over bid" as defined in National Instrument 62-104 or any replacement or successor provisions ("NI 62-104"), which is not exempt from the take-over bid requirements of NI 62-104, pursuant to which the "offeror" as a result of such take-over bid, beneficially owns, directly or indirectly, in excess of 50% of the outstanding total Common Shares (including Common Shares issuable upon exchange of non-voting common shares of the Corporation and other fully paid securities of the Corporation or any of the Corporation's subsidiaries, partnerships or other controlled entities, from time to time exchangeable into Common Shares) (the "Total Common Shares");
(ii) the issuance to or acquisition by any person, or group of persons acting in concert, directly, or indirectly, including through an arrangement, merger or other form of reorganization of the Corporation, of Common Shares which in the aggregate total 50% or more of the then issued and outstanding Total Common Shares;
(iii) the winding up or termination of the Corporation or the sale, lease or transfer of all or substantially all of the directly or indirectly held assets of the Corporation to any other person or persons (other than pursuant to an internal reorganization or in circumstances where the business of the Corporation is continued,

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provided that notwithstanding the application of any of the foregoing, a "Change of Control" shall be deemed to not have occurred:

(iv) pursuant to an arrangement, merger or other form of reorganization of the Corporation where the holders of the outstanding voting securities or interests of the Corporation immediately prior to the completion of the reorganization will hold more than 50% of the outstanding voting securities or interests of the continuing entity upon completion of the reorganization;

(v) if pursuant to the issuance to or acquisition by any person, or group of persons acting in concert, directly or indirectly of Common Shares which in the aggregate total 50% or more of the then issued and outstanding Total Common Shares but which issuance does not result in a change to the majority composition of the Board; or

(vi) if a majority of the Board determines that in substance an arrangement, merger or reorganization has not occurred or the circumstances are such that a Change of Control should be deemed to not have occurred and any such determination shall be binding and conclusive for all purposes of the Plan;

(f) "Exchange" means the stock exchange, if any, on which the Common Shares are listed and posted for trading including the TSXV or the TSX and, if the Common Shares are listed on more than one stock exchange, such stock exchange as may be selected for such purpose by the Board.

(g) "Incumbent Directors" means any member of the Board who was a member of the Board at the effective date of the Plan and any successor to an Incumbent Director who was recommended or elected or appointed to succeed any Incumbent Director by the affirmative vote of the Board, including a majority of the Incumbent Directors then on the Board, prior to the occurrence of the transaction, transactions, elections or appointments giving rise to a Change of Control.

(h) "Insider" means an insider as defined in subsection 1(aa) of the Securities Act (Alberta) and includes an associate of any Insider.

(i) "Market Price" means: (i) if the Common Shares are listed on the TSXV, "Discounted Market Price" as such term is defined in the policies of the TSXV; or (ii) if the Common Shares are listed on the TSX or other principal stock exchange, the volume weighted average trading price of the Common Shares on the TSX (or such other principal stock exchange on which the Common Shares may then trade) for the five consecutive trading days immediately prior to the date of grant; or (iii) if the Common Shares are not then listed and posted for trading on the TSXV or TSX, or any other principal stock exchange, the market price as determined by the Committee in its sole discretion based upon such factors as it deems appropriate acting reasonably and in good faith.

(j) "Outstanding Securities" at the time of any share issuance or grant of Options means the aggregate number of Common Shares that are outstanding immediately prior to the share issuance or grant of Options in question on a non-diluted basis, or such other number as may be determined under the applicable rules and regulations of all regulatory authorities to which the Corporation may be subject, including the TSXV, the TSX or such other stock exchange as the Common Shares may be listed for trading.

(k) "Security Based Compensation Plans" means: (i) stock option plans for the benefit of Service Providers; (ii) individual stock options granted to Service Providers if not granted pursuant to a plan previously approved by the Corporation's shareholders; (iii) stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased; (iv) stock appreciation rights involving issuances by the Corporation of securities from treasury; (v) restricted share unit plan and/or performance share unit plan; (vi) deferred share unit plan for the benefit of directors; (vii) any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Corporation; and (viii) security purchases from treasury by a Service Provider which is financially assisted by the Corporation by any means whatsoever; and

(l) "Service Provider" means directors, officers, employees, consultants of the Corporation and if the Common Shares are then listed on the TSXV, Management Company Employees (as such term is defined in the policies of the TSXV) of the Corporation.

(m) "subsidiary" has the meaning ascribed there in the Securities Act (Alberta).
(n) "TSX" Toronto Stock Exchange.
(o) "TSXV" TSX Venture Exchange Inc.
(p) "VWAP" means the volume weighted average trading price of the Common Shares on the Exchange, calculated by dividing the total value by the total volume of such securities trading for the five (5) trading days immediately preceding the exercise of the subject option.

Effective Date

This amended and restated option plan of Criterium Energy Ltd. is effective on September 26, 2022, subject to receipt of shareholder approval.

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SHARE AWARD INCENTIVE PLAN

The Board of Directors of Criterium Energy Ltd. (the "Corporation"), have adopted this share award incentive plan (the "Plan") governing the issuance of Share Awards (as defined herein) of the Corporation to Service Providers (as defined herein).

1. Purposes

The principal purposes of the Plan are as follows:

(a) to retain and attract qualified Service Providers that the Corporation and the Corporate Entities require; and
(b) to promote a proprietary interest in the Corporation by such Service Providers and to encourage such persons to remain in the employ or service of the Corporation and the Corporate Entities and put forth maximum efforts for the success of the affairs of the Corporation and the business of the Corporate Entities.

2. Definitions

As used in this Plan, the following words and phrases shall have the meanings indicated:

(a) "Adjustment Ratio" means, with respect to any Share Award, the ratio used to adjust the number of Common Shares to be issued on the applicable Payment Date pertaining to such Share Award determined in accordance with the terms of the Plan; and, in respect of each Share Award, the Adjustment Ratio shall initially be equal to one, and shall be cumulatively adjusted thereafter by increasing the Adjustment Ratio on each Dividend Payment Date, effective on the day following the Dividend Record Date, by an amount, rounded to the nearest five decimal places, equal to a fraction having as its numerator the Dividend, expressed as an amount per Common Share, paid on that Dividend Payment Date, multiplied by the Adjustment Ratio immediately prior to the Dividend Record Date for such Dividend and having as its denominator the Reinvestment Price;
(b) "Award Value" means, with respect to any Share Award, an amount equal to the value of a notional number of Common Shares granted pursuant to such Share Award, as such number may be adjusted in accordance with the terms of the Plan, multiplied by the Fair Market Value of a Common Share;
(c) "Black-Out Period" means a period of time imposed by the Board, the CEO or the CFO, pursuant to the policies of the Corporation upon certain Service Providers during which those persons may not trade in any securities of the Corporation;
(d) "Board" has the meaning set forth in Section 3 hereof;
(e) "Business Day" means a day other than a Saturday, Sunday or a day when banks in the City of Calgary, Alberta are not generally open for business;
(f) "Cessation Date" means the Grantee's last day of actively providing services to the Corporation or any Corporate Entity, regardless of whether any advance working notice or compensation in lieu of such notice is given, and regardless of whether or not such cessation of service is later found to be invalid or unlawful or in breach of any applicable laws, and the Cessation Date shall not, under any circumstances, be extended by any statutory, contractual or common law notice period mandated under any applicable laws;

For greater certainty, a transfer of employment or services between the Corporation and a Corporate Entity or between Corporate Entities shall not be considered an interruption or termination of service;

(g) "Change of Control" means:

(i) a successful "take-over bid" as defined in National Instrument 62-104 or any replacement or successor provisions ("NI 62-104"), which is not exempt from the take-over bid requirements of NI

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62-104, pursuant to which the "offeror" as a result of such take-over bid, beneficially owns, directly or indirectly, in excess of 50% of the outstanding Total Common Shares;

(ii) the issuance to or acquisition by any person, or group of persons acting in concert, directly, or indirectly, including through an arrangement, merger or other form of reorganization of the Corporation, of Common Shares which in the aggregate total 50% or more of the then issued and outstanding Total Common Shares;

(iii) the winding up or termination of the Corporation or the sale, lease or transfer of all or substantially all of the directly or indirectly held assets of the Corporation to any other person or persons (other than pursuant to an internal reorganization or in circumstances where the business of the Corporation is continued,

provided that notwithstanding the application of any of the foregoing, a "Change of Control" shall be deemed to not have occurred:

(h) "Common Shares" means common shares of the Corporation;

(i) "Corporate Entities" means, collectively, any of the Corporation's subsidiaries, partnerships or other controlled entities, from time to time;

(j) "Corporate Performance Measures" for any period, means the performance measures to be taken into consideration in determining the Performance Award Payout Multiplier in respect of any Performance Award, the weighting and criteria of such Corporate Performance Measures as determined by the Board in accordance with Section 6(c);

(k) "Dividend" means any dividend declared by the Corporation in respect of the Common Shares, whether in the form of cash, Common Shares or other securities or other property, expressed as an amount per Common Share;

(l) "Dividend Payment Date" means any date that a Dividend is paid to Shareholders;

(m) "Dividend Record Date" means the applicable record date in respect of any Dividend used to determine the Shareholders entitled to receive such Dividend;

(n) "Exchange" means the TSX, if the Common Shares then listed and posted for trading on the TSX or the TSXV, if the Common Shares then listed and posted for trading on the TSXV, or if the Common Shares are not then listed and posted on the TSX or the TSXV, on such stock exchange in Canada or elsewhere on which such shares are listed and posted for trading as may be selected for such purpose by the Board;

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(o) "Expiry Date" means, in connection with each Share Award made pursuant to the Plan, December 15th of the third year following the year in which the Share Award was granted;

(p) "Fair Market Value" with respect to a Common Share, as at any date means the weighted average of the prices at which the Common Shares traded on the Exchange (or, if the Common Shares are not then listed and posted for trading on the Exchange or are then listed and posted for trading on more than one stock exchange, on such stock exchange on which the Common Shares are then listed and posted for trading as may be selected for such purpose by the Board in its sole discretion) for the five (5) trading days on which the Common Shares traded on the said exchange immediately preceding such date. If initially determined in Canadian dollars, the Fair Market Value may be converted into United States dollars at an exchange rate selected and calculated in the manner determined by the Board from time to time acting reasonably and in good faith;

(q) "Grant Date" means the grant date for a Share Award;

(r) "Grantee" has the meaning set forth in Section 4 hereof;

(s) "Insider" has the meaning set forth in the applicable rules of the Exchange for this purpose;

(t) "Leave of Absence" means a leave of absence (as defined by the Board from time to time) which is in excess of three (3) months;

(u) "Leave Expiration Term" means ten (10) Business Days from the date that any Leave of Absence ends;

(v) "Payment Date" means, with respect to any Share Award, the date upon which such Share Award vests and upon which the Corporation shall pay to the Grantee the Award Value to which the Grantee is entitled pursuant to such Share Award in accordance with the terms thereof;

(w) "Performance Award" means a Share Award under the Plan designated as a "Performance Award" in the Share Award Agreement pertaining thereto and subject to the Performance Award Payout Multiplier;

(x) "Performance Award Payout Multiplier" means the payout multiplier determined by the Board in accordance with Section 6(c) hereof;

(y) "Reinvestment Price" means the price, expressed as an amount per Common Share, at which share dividends are deemed to be issued pursuant to the Corporation's share dividend program (or any dividend reinvestment program operated by the Corporation from time to time in lieu of a share dividend program) with respect to the applicable Dividend, provided that if the Corporation has suspended the operation of the share dividend program or does not have any dividend reinvestment program, then the Reinvestment Price shall be equal to the Fair Market Value of the Common Shares determined on the trading day immediately preceding the Dividend Payment Date;

(z) "Restricted Award" means a Share Award under the Plan designated as a "Restricted Award" in the Share Award Agreement pertaining thereto;

(aa) "Security Based Compensation Arrangements" means, if the Common Shares are listed on the TSX, such meaning as set forth in Part 1 of the Company Manual of the TSX, and if the Common Shares are listed on the TSXV, shall have the same meaning as "Security Based Compensation" as such term is defined in Policy 4.4 of the TSXV Corporate Finance Policies, and includes the Corporation's stock option plan in effect from time to time;

(bb) "Service Provider" means certain directors, officers, consultants, employees and other service providers, as applicable of the Corporation and any Corporate Entities, but does not include any persons retained by the Corporation to provide "investor relations activities" (as such term is defined by the rules and policies of the TSXV);

(cc) "Share Award" means a Restricted Award or a Performance Award, as applicable, whose Award Value is computed by reference to a notional number of Common Shares made pursuant to the Plan, as such number may be adjusted in accordance with the terms of the Plan, for which payment shall be made on the Payment Date(s) in accordance with the terms of Section 6 hereof;

(dd) "Share Award Agreement" has the meaning set forth in Section 6 hereof;

(ee) "Shareholder" means a holder of Common Shares;

(ff) "Total Common Shares" means the aggregate number of issued and outstanding Common Shares (including other fully paid securities of the Corporation or the Corporate Entities exchangeable into Common Shares);

(gg) "TSX" means the Toronto Stock Exchange; and

(hh) "TSXV" means the TSX Venture Exchange.

3. Administration

(a) The Plan shall be administered by the Board of Directors of the Corporation (the "Board") or such committee of the Board as the Board considers appropriate, provided that the Board shall have the authority in its sole discretion to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan subject to and not inconsistent with the express provisions of this Plan and of Section 9 hereof.

(b) For greater certainty and without limiting the discretion conferred on the Board pursuant to this Section 3, the Board's decision to approve the grant of a Share Award to any Service Provider in any period shall not require the Board to approve the grant of a Share Award to any Service Provider in any other period; nor shall the Board's decision with respect to the size or terms and conditions of a Share Award in any period require it to approve the grant of a Share Award of the same or similar size or with the same or similar terms and conditions to any Service Provider in any other period, nor shall the Board's decision with respect to the form of payment of a Share Award require it to pay any other Share Awards in the same manner or entitle a Service Provider to be paid in a particular form. The Board shall not be precluded from approving the grant of a Share Award to any Service Provider solely because such Service Provider may previously have been granted a Share Award under this Plan or any other similar compensation arrangement of the Corporation or a Corporate Entity. No Service Provider has any claim or right to be granted a Share Award.

(c) The Board may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Board or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Board or such person may have under the Plan. In the event that the Board appoints a committee or agent of the Board to administer the Plan, all references in the Plan to the Board will be deemed to be references to such committee or agent of the Board.

4. Eligibility and Award Determination

(a) In the event that the Common Shares are listed on the Exchange, any grant of Share Awards under the Plan after such date shall be subject to the following restrictions (provided that the limitations set forth in Sections 4(a)(i), 4(a)(iv) and Error! Reference source not found. below shall only apply in the event the Common Shares are listed on the TSXV):

(i) if the Common Shares are listed on the TSXV, the aggregate number of Common Shares issuable pursuant to all Securities Based Compensation Arrangements (including this Plan) to any single holder in any 12 month period shall not exceed 5% of the Total Common Shares;

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(ii) the number of Common Shares issuable to Insiders, at any time, under all Security Based Compensation Arrangements (including this Plan), shall not exceed 10% of the aggregate number of Total Common Shares;

(iii) the number of Common Shares issued to Insiders, within any one year period, under all Security Based Compensation Arrangements (including this Plan), shall not exceed 10% of the aggregate number of Total Common Shares;

(iv) if the Common Shares are listed on the TSXV, the aggregate number of Common Shares reserved for issuance to any one Consultant (as such term is defined in the policies of the TSXV) under all Security Based Compensation Arrangements (including this Plan), in a 12 month period shall not exceed 2% of the aggregate number of Total Common Shares;

(v) each grant of Share Awards pursuant to this Plan and the execution by a Grantee of the written Share Award Agreement, shall constitute a representation by the Corporation and the Grantee, respectively, that the Grantee is a bona fide Director, Employee, Consultant or Management Company Employee (as such terms are defined in the policies of the TSXV).

(b) Share Awards may be granted in excess of the limits set forth in this Section 4(a) provided that prior to the receipt of the approval required in Section 9 such Share Awards may not be paid until such approval has been received. If Share Awards are granted in excess of the limits set forth in Sections 4(a)(i) through 4(a)(iv), the approval required pursuant to Section 9(d) must be obtained from disinterested shareholders.

(c) In determining the Service Providers to whom Share Awards may be granted ("Grantees") and the number of Common Shares to be referred to in respect of each Share Award, the Board may take into account such factors as it shall determine in its sole discretion. No Service Provider shall have any rights to be granted Share Awards hereunder, except as may be specifically granted by the Board.

(d) For purposes of the calculations in this section, it shall be assumed that all issued and outstanding Share Awards are to be paid by the issuance of Common Shares from treasury, notwithstanding the Corporation's right pursuant to Section 6 to settle the Award Value underlying Share Awards in cash or by purchasing Common Shares on the open market. Further, any additional Common Shares issued as the result of the application of: (i) a Performance Award Payout Multiplier of greater than 1.0; and/or (ii) an Adjustment Ratio greater than 1.0, shall count towards the limitations set forth in Section 4 of this Plan. In addition, for purposes of monitoring compliance with the limitations set out in this Section 4 a Performance Award Payout Multiplier of 2.0 will be assumed for any Performance Awards.

5. Reservation of Common Shares

(a) The number of Common Shares reserved that are available to be issued from time to time pursuant to outstanding Share Awards granted and outstanding under the Plan shall not exceed the number of Common Shares equal to 10% of the Total Common Shares, less the aggregate number of Common Shares reserved for issuance from time to time under all other Security Based Compensation Arrangements (including the amended and restated stock option plan of the Corporation).

(b) Any increase in the Total Common Shares will result in an increase in the available number of Common Shares that are available to be issued under the Plan and any issuance of Common Shares pursuant to Share Awards will make new grants available under the Plan.

(c) If any Share Award granted under this Plan shall expire, terminate or be cancelled for any reason without payment, any Common Shares that were reserved hereunder shall be available for the purposes of the granting of further Share Awards under this Plan.

13805417.1

(d) Share Awards may be granted in excess of the limits set forth in this Section 5 provided that prior to the receipt of Shareholder approval as set out in Section 9 such Share Awards may not be paid until such approval has been received.

(e) For purposes of the calculations in this section, it shall be assumed that all issued and outstanding Share Awards are to be paid by the issuance of Common Shares from treasury, notwithstanding the Corporation's right pursuant to Section 6 hereof to settle the Award Value underlying Share Awards in cash or by purchasing Common Shares on the open market. In addition, for purposes of monitoring compliance with the limitations set out in this Section 5, a Performance Award Payout Multiplier of 1.0 will be assumed for any Performance Awards.

6. Terms and Conditions of Share Awards

Each Share Award granted under the Plan shall be subject to the terms and conditions of the Plan and evidenced by a written agreement between the Corporation and the Grantee (a "Share Award Agreement") which agreement shall comply with, and in the event that the Common Shares are listed on the Exchange, shall comply with, and be subject to, the requirements of the Exchange and the following terms and conditions (and with such other terms and conditions as the Board, in its sole discretion, shall establish):

(a) Type of Award – The Board shall designate the number of Common Shares to be referred to in respect of each Share Award to be awarded to a Grantee pursuant to the Share Award and shall designate such award as either a "Restricted Award" or a "Performance Award", as applicable, in the Share Award Agreement relating thereto.

(b) Payment Dates of Share Awards – The Payment Dates in respect of Share Awards issued pursuant to the Plan shall be as determined by the Board in its sole discretion and, for greater certainty, the Board may in its sole discretion impose such conditions to vesting and the determination of the Payment Date(s) in respect of payment pursuant to any Share Award as it sees prudent, provided however, that:

(A) with respect to any Share Awards where a Grantee is on a Leave of Absence, the Payment Date or Payment Dates for any Share Awards held by such Grantee shall be suspended until such time as such Grantee returns to active employment or active service, provided that the Payment Date for any Share Award that occurs during or subsequent to the period of the Leave of Absence shall be extended by the length of the Leave of Absence that is in excess of three (3) months, and further provided that if any such extension would cause the Payment Date or Payment Dates to extend beyond the Expiry Date, unless the Board otherwise determines that the Payment Date in respect thereof shall be the Expiry Date, the rights to receive any entitlements on such Payment Date or Payment Dates shall be forfeited by the Grantee; and

(B) where a Payment Date occurs on a date when a Grantee is subject to a Black-Out Period, such Payment Date shall be extended to a date which is within three business days following the end of such Black-Out Period, and further provided that if any such extension would cause the Payment Date or Payment Dates to extend beyond the Expiry Date, the amounts to be paid on such Payment Date or Payment Dates shall be paid on the Expiry Date notwithstanding the Black-Out Period;

(C) in the event of any Change of Control prior to the Payment Dates determined in accordance with the above provisions of this Section 6(b) and regardless of whether or not a Grantee is on a Leave of Absence, the Payment Date for the balance of the Award Value underlying such Share Award that remains to be paid as of such time shall be the date which is immediately prior to the date upon which a Change of Control is completed; and

(D) notwithstanding any other provision of this Plan, the Board may, in its sole discretion, determine that a Share Award is payable in relation to all or a percentage of the Award

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Value covered thereby for all or any Share Awards at any time and from time to time, provided that no Share Award shall vest prior to the date that is one year from the date of grant of such Share Award (other than in the case of a Change of Control or in the case of the death of a Grantee).

(c) Determination of the Performance Award Payout Multiplier – At an appropriate time relative and prior to the Payment Date in respect of any Performance Award, the Board will assess the Corporation's performance with respect to the applicable Corporate Performance Measures selected by the Board over the applicable performance period(s). Upon the assessment of each of the Corporate Performance Measures, the Board will apply a ranking and weighting to each Corporate Performance Measure to determine an overall Performance Award Payout Multiplier for the applicable performance period(s). The Performance Award Payout Multiplier will be from 0 – 200% of the Award Value, as determined by the Board. For greater certainty, where the Payment Date is not the first anniversary of the grant date, the Payout Multiplier for those Performance Awards will be the arithmetic average of the Payout Multiplier for each of the preceding annual performance assessment periods.

(d) Expiry Dates of Share Awards – No Payment Date in respect of a Share Award may occur after the Expiry Date of such Share Award, and subject to Section 6(b)(A), in the event that a Payment Date would occur after the Expiry Date, the Payment Date in respect of such Share Award shall be on the Expiry Date of such Share Award.

(e) Payment in Respect of Share Awards – On the Payment Date, the Corporation, at its sole and absolute discretion, shall have the option of settling the Award Value payable in respect of a Share Award by any of the following methods or by a combination of such methods:

(i) payment in cash;

(ii) in the event that the Common Shares are listed on the Exchange, payment in Common Shares acquired by the Corporation on the Exchange; or

(iii) payment in Common Shares issued from the treasury of the Corporation;

provided that, if required pursuant to the rules of the Exchange, if the Corporation does not have a sufficient number of Common Shares available for issuance under Sections 4(a) and 5(a), as the case may be, to satisfy its obligations as a result of the Payout Multiplier in respect of any Performance Award, the Corporation shall settle such applicable Award Value (or any applicable portion thereof) in cash or through the acquisition of Common Shares as contemplated in 6(e)(ii) above, to the extent such settlement in Common Shares would exceed the applicable limitations.

(f) The Corporation shall not determine whether the payment method shall take the form of cash or Common Shares until the Payment Date, or some reasonable time prior thereto. A holder of a Share Award shall not have any right to demand, be paid in, or receive Common Shares in respect of the Award Value underlying a Share Award, at any time. Notwithstanding any election by the Corporation to settle any Award Value, or portion thereof, in Common Shares, the Corporation reserves the right to change its election in respect thereof at any time up until payment is actually made, and the holder of such Share Award shall not have the right, at any time to enforce settlement in the form of Common Shares.

(g) Where the Corporation elects to pay any amounts pursuant to a Share Award by issuing Common Shares, and the determination of the number of Common Shares to be delivered to a Grantee in respect of a particular Payment Date would result in the issuance of a fractional Common Share, the number of Common Shares deliverable on the Payment Date shall be rounded down to the next whole number of Common Shares. No certificates representing fractional Common Shares shall be delivered pursuant to this Plan nor shall any cash amount be paid at any time in lieu of any such fractional interest.

(h) Delivery of Payment – Any amount payable to a Grantee in respect of a Share Award shall be paid to the Grantee as soon as practicable following the Payment Date provided that the payment must occur not later than the earlier of: (i) March 15 of the calendar year following the calendar year in which such Payment Date occurs; or (ii) the Expiry Date.

(i) Termination of Relationship as Service Provider – Unless otherwise determined by the Board or unless otherwise provided in a Share Award Agreement pertaining to a particular Share Award or any written employment or consulting agreement governing a Grantee's role as a Service Provider, the following provisions shall apply in the event that a Grantee ceases to be a Service Provider:

(i) Termination upon Ceasing to be a Service Provider – If a Grantee ceases to be a Service Provider for any reason whatsoever, including termination without cause, other than the death of such Grantee, all outstanding Share Award Agreements and Share Awards issued to such Grantee shall be terminated and all rights to receive payment of the Award Value thereunder shall be forfeited by the Grantee effective as of the date that is 60 days from the Cessation Date, provided that; upon the termination of any employee for cause, the Board may, in its sole discretion, determine that all outstanding Share Awards shall immediately terminate and become null and void on the Cessation Date.

(ii) Termination Upon Death – Upon the death of a Grantee prior to the Expiry Date, all outstanding Share Award Agreements and Share Awards issued to such Grantee shall be terminated and all rights to receive payment of the Award Value thereunder shall be forfeited by the Grantee effective on earlier of: (i) the Expiry Date; and (ii) date that is six (6) months from the Cessation Date.

(j) Rights as a Shareholder – Until Common Shares have actually been issued in accordance with the terms of the Plan, the Grantee to whom a Share Award has been made shall not possess any incidents of ownership of such Common Shares including, for greater certainty and without limitation, the right to receive Dividends on such Common Shares and the right to exercise voting rights in respect of such Common Shares. Such Grantee shall only be considered a Shareholder in respect of such Common Shares when such issuance has been entered upon the records of the duly authorized transfer agent of the Corporation.

(k) Adjustment of Share Awards – Immediately prior to each Payment Date, the notional number of Common Shares underlying a Share Award shall be adjusted by multiplying such number by the Adjustment Ratio applicable in respect of such Share Award, provided however, that:

(i) if a Grantee has been on a Leave of Absence at any time since the Grant Date in respect of such Share Award, the Adjustment Ratio shall not be adjusted for any Dividends paid during the period of such Leave of Absence; and

(ii) notwithstanding any other provision of this Plan, but subject to the limits described in Section 5 hereof and, in the event that the Common Shares are listed on the Exchange, any applicable requirements of the Exchange, or other applicable regulatory authority, the Board hereby reserves the right to make any additional adjustments to the notional number of Common Shares underlying any Share Award if, in the sole discretion of the Board, such adjustments are appropriate in the circumstances having regard to the principal purposes of the Plan and terms of the Share Award.

(l) Treatment of non-cash Dividends – Subject to any required approval of the Exchange, in the event that the Common Shares are listed on the Exchange, in the case of a non-cash Dividend, including Common Shares or other securities or other property, the Board may, in its sole discretion, determine that this non-cash Dividend be provided to a Grantee on the same basis as a holder of a Common Share with the same Dividend Record Date and Dividend Payment Date, regardless of the vesting date applicable to such Share Award, and, in such event, no adjustment to the Adjustment Ratio will be provided to the Grantee. The Board may provide this non-cash Dividend to the Grantee in the same form as the non-cash distribution received by a holder of a Common Share or a cash equivalent amount determined in the sole discretion of the Board. In the alternate case, where the Grantee does not participate in a non-cash Dividend as described above, the Board will, in its sole discretion, determine the cash value of such non-cash Dividend to be applied to the

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Adjustment Ratio. To the extent that Common Shares are issued to a Grantee pursuant to a non-cash Dividend, such Common Shares shall be applied towards the limitations set forth in Section 4 of this Plan.

(m) Effect of Certain Changes – In the event:

(i) of any change in the Common Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise;

(ii) that any rights are granted to all Shareholders to purchase Common Shares at prices substantially below the Fair Market Value; or

(iii) that, as a result of any recapitalization, merger, consolidation or other transaction, the Common Shares are converted into or exchangeable for any other securities,

then, in any such case, the Board may, in the event that the Common Shares are listed on the Exchange, subject to any required approval of the Exchange, make such adjustments to the Plan, to any Share Awards and to any Share Award Agreements outstanding under the Plan as may be appropriate in the circumstances (including changing the Common Shares covered by each Share Award into other securities on the same basis as Common Shares are converted into or exchangeable for such securities in any such transaction) to prevent dilution or enlargement of the rights granted to Grantees hereunder.

Withholding Taxes

When a Grantee or other person becomes entitled to receive a payment in respect of a Share Award, the Corporation or a Corporate Entity shall have the right to require the Grantee or person to remit to the Corporation an amount sufficient to satisfy any withholding tax requirements relating thereto. Unless otherwise prohibited by the Board or by applicable law, satisfaction of the withholding tax obligation may be accomplished by any of the following methods or by a combination of such methods:

(a) the tendering by the Grantee of a cash payment to the Corporation in an amount less than or equal to the total withholding tax obligation; or

(b) where the Corporation has elected to issue Common Shares to the Grantee, the withholding by the Corporation or a Corporate Entity, as the case may be, from the Common Shares otherwise due to the Grantee such number of Common Shares as it determines are required to be sold by the Corporation, as trustee, to satisfy the total withholding tax obligation (net of selling costs). The Grantee consents to such sale and grants to the Corporation an irrevocable power of attorney to effect the sale of such Common Shares and acknowledges and agrees that the Corporation does not accept responsibility for the price obtained on the sale of such Common Shares; or

(c) the withholding by the Corporation or a Corporate Entity, as the case may be, from any cash payment otherwise due to the Grantee, including any amount paid to settle the Award Value, such amount of cash as is required for the amount of the total withholding tax obligation;

provided, however, that the sum of any cash so paid or withheld and the Fair Market Value of any Common Shares so withheld is sufficient to satisfy the total withholding tax obligation.

Grantees (or their beneficiaries) shall be responsible for all taxes with respect to any Share Awards granted under the Plan. The Board and the Corporation make no guarantees to any person regarding the tax treatment of Share Awards or payments made under the Plan and none of the Corporation, nor any of its employees or representatives shall have any liability to a Grantee (or its beneficiaries) with respect thereto.

13805417.1

8. Non-Transferability

The right to receive payment pursuant to a Share Award granted to a Service Provider is held only by such Service Provider personally. Except as otherwise provided in this Plan, no assignment, sale, transfer, pledge or charge of a Share Award, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Share Award whatsoever in any assignee or transferee and, immediately upon any assignment, sale, transfer, pledge or charge or attempt to assign, sell, transfer, pledge or charge, such Share Award shall terminate and be of no further force or effect.

9. Amendment and Termination of Plan

This Plan and any Share Awards granted pursuant to the Plan may be amended, modified or terminated by the Board without approval of Shareholders, subject to any required approval of the Exchange in the event that the Common Shares are listed on the Exchange.

If the Common Shares are listed on the Exchange, then notwithstanding the foregoing, the Plan may not be amended without Shareholder approval to:

(a) make any amendment to the Plan to increase the number of Common Shares that are available to be issued under outstanding Share Awards at any time pursuant to Section 5(a) hereof;

(b) extend the Expiry Date of any outstanding Share Awards;

(c) make any amendment to the Plan that would permit a holder to transfer or assign Share Awards to a new beneficial holder other than for estate settlement purposes;

(d) any amendment to increase the number of Common Shares that may be issued above the restrictions contained in Section 4; or

(e) an amendment to amend this Section 9.

In addition, no amendment to the Plan or Share Awards granted pursuant to the Plan may be made without the consent of the Grantee, if it adversely alters or impairs the rights of any Grantee in respect of any Share Award previously granted to such Grantee under the Plan.

10. Merger and Sale

In the event that the Corporation enters into any transaction or series of transactions, other than a transaction that is a Change of Control and to which Sections 6(b)(C) applies, whereby the Corporation or all or substantially all of the Corporation's undertaking, property or assets would become the property of any other trust, body corporate, partnership or other person (a "Successor") whether by way of takeover bid, acquisition, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, then prior to or contemporaneously with the consummation of such transaction the Corporation and the Successor shall execute such instruments and do such things as are necessary, if any, to establish that upon the consummation of such transaction the Successor will have assumed all the covenants and obligations of the Corporation under this Plan and the Share Award Agreements outstanding on consummation of such transaction in a manner that substantially preserves and does not impair the rights of the Grantees thereunder in any material respect (including the right to receive shares, securities, cash or other property of the Successor in lieu of Common Shares upon the subsequent vesting and payment of Share Awards) and subject to compliance with this Section 10, any such Successor shall succeed to, and be substituted for, and may exercise every right and power of the Corporation under this Plan and such Share Award Agreements with the same effect as though the Successor had been named as the Corporation herein and therein and thereafter, the Corporation shall be relieved of all obligations and covenants under this Plan and such Share Award Agreements and the obligation of the Corporation to the Grantees in respect of the Share Awards shall terminate and be at an end and the Grantees shall cease to have any further rights in respect thereof including, without limitation, any right to acquire Common Shares upon vesting and payment of the Share Awards.

13805417.1

11. Miscellaneous

(a) Effect of Headings – The section and subsection headings contained herein are for convenience only and shall not affect the construction hereof.

(b) Compliance with Legal Requirements – the Corporation may, in its sole discretion, postpone the issuance or delivery of any Common Shares that it elects to issue as payment for any Share Award as the Board may consider appropriate, and may require any Grantee to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Common Shares in compliance with applicable laws, rules and regulations. The Corporation shall not be required to qualify for resale pursuant to a prospectus or similar document any Common Shares awarded under the Plan, provided that, if required, the Corporation shall notify the Exchange and any other appropriate regulatory bodies in Canada of the existence of the Plan and the granting of Share Awards hereunder in accordance with any such requirements.

(c) No Right to Continued Employment – Nothing in the Plan or in any Share Award Agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ or service of the Corporation or any Corporate Entities, to be entitled to any remuneration or benefits not set forth in the Plan or a Share Award Agreement or to interfere with or limit in any way the right of the Corporation or any Corporate Entity to terminate a Grantee's employment or service arrangement with the Corporation or any Corporate Entity.

(d) Ceasing to be a Corporate Entity – Except as otherwise provided in this Plan, Share Awards granted under this Plan shall not be affected by any change in the relationship between or ownership of the Corporation and a Corporate Entity. For greater certainty, all Share Awards remain valid and exercisable in accordance with the terms and conditions of this Plan and are not affected by reason only that, at any time, any corporation, partnership or trust ceases to be a Corporate Entity.

(e) Grantee Information – Each Grantee shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer the Plan. Each Grantee acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to the Board or its appointed administrator and other third parties in connection with the administration of the Plan. Each Grantee consents to such disclosure and authorizes the Corporation to make such disclosure on the Grantee's behalf.

(f) Expenses – Other than as contemplated pursuant to Section 7, all expenses in connection with the Plan shall be borne by the Corporation.

12. Governing Law

The Plan shall be governed by and construed in accordance with the laws in force in the Province of Alberta.

13. Effective Date

This Plan is effective on September 26, 2022, as amended effective April 24, 2024 and as amended from time to time thereafter.

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Criterium Energy Ltd. — Proxy Solicitation & Information Statement 2025

43581_rns_2025-05-16_1110078c-4c4c-4d63-af40-9ae56d1a33a3.pdf

ABOUT CRITERIUM ENERGY LTD. (THE "CORPORATION" OR "CRITERIUM")

ITEMS TO BE ACTED UPON AT THE MEETING

Table of Contents

Building Value with Strong Returns

Driving Improved Financial Performance

Acting on Near-Term Opportunities for Growth

Updated Reserve Report Highlights Growing Value Across the Portfolio

Confidence in Indonesia and Our Outlook

The Best is Yet to Come

CRITERIUM ENERGY

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF CRITERIUM ENERGY LTD. TO BE HELD ON JUNE 17, 2025

CRITERIUM

ENERGY

PART I - VOTING AND OTHER INFORMATION

SOLICITATION OF PROXIES

Who is entitled to vote?

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES

Common Shares

Principal Holders of Common Shares

APPOINTMENT AND REVOCATION OF PROXIES

EXERCISE OF DISCRETION BY PROXY HOLDERS

ADVICE TO BENEFICIAL HOLDERS OF SECURITIES

NOTICE-AND-ACCESS

PART II - BUSINESS OF THE MEETING

MATTERS TO BE ACTED UPON AT THE MEETING

1. Presentation of Financial Statements

2. Fixing Number of Directors

3. Election of Directors

4. Appointment of Auditors

Audit Fees

Notes:

5. Re-Approval of the Corporation's Stock Option Plan

6. Re-Approval of Corporation's Share Award Incentive Plan

PART III - CORPORATE GOVERNANCE AND AUDIT COMMITTEE DISCLOSURE

Board of Directors

Independence

Other Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation and Corporate Governance

PART IV - OTHER INFORMATION

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Notes:

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

ADDITIONAL INFORMATION

PART V - STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Base Salaries

Short Term Incentive Compensation – Cash Bonuses

Long Term Incentive Compensation

Options

Share Awards

Director and Named Executive Officer Compensation, excluding Compensation Securities

Notes:

Stock Options and other Compensation Securities

Oversight and Description of Director and NEO Compensation

Pension Disclosure

SCHEDULE "A"

REPORTING PACKAGE

C. External Audit

CRITERIUM ENERGY LTD.

Consolidated Financial Statements

INDEPENDENT AUDITOR'S REPORT

Opinion

Basis for opinion

Material uncertainty related to going concern

Other matter

Key audit matters

Key audit matter

Valuation of PP&E in the MOPL acquisition

The impact of estimated oil and natural gas reserves and resources on PP&E and contingent payments

How our audit addressed the key audit matter

Shape the future with confidence

Criterium Energy Ltd. Proxy Solicitation & Information Statement 2025