Le Lézard
Subject: Restructuring / Recapitalization

Softrock Minerals announces shareholder meeting results in respect of the previously announced Change of Management and Name Change and Provides an Update on Recapitalization Transaction

Not for distribution to U.S. Newswire Services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States

CALGARY, Alberta, Sept. 08, 2022 (GLOBE NEWSWIRE) -- Softrock Minerals Ltd. ("Softrock" or the "Company") (TSXV: SFT.V) is pleased to announce that all matters put before the special meeting of shareholders of Softrock held today were overwhelmingly approved by the Softrock shareholders.

Approvals (including the percentage of votes cast in favour) included:

  1. the change of management to Robin Auld (CEO), Matthew Klukas (COO), Henry Groen (CFO), and Hendra Jaya (Director, Indonesia) and the reconstitution of the board of directors of Softrock to Brian Anderson (Chairman), Michele Stanners, and Robin Auld (collectively, the "Change of Management") (approved by 99.1% of the votes cast);
  2. the name change from "Softrock Minerals Ltd." to "Criterium Energy Ltd." (the "Name Change") (approved by 98.9% of the votes cast);
  3. the adoption of new by-laws of the Company (approved by 98.6% of the votes cast);
  4. the approval of the amended and restated stock option plan of the Company (approved by 99.0% of the votes cast); and
  5. the approval of the new share award incentive plan of the Company (approved by 99.1% of the votes cast).

Recapitalization Transaction Update

The Company intends to complete the Change of Management, the previously announced private placement of units of the Company and the other transactions (collectively, the "Recapitalization Transaction") contemplated by the reorganization and investment agreement dated July 12, 2022 between the Company and the initial investor group by mid-September, subject to the receipt of customary regulatory approvals, including the approval of the TSX Venture Exchange. Following the completion of the Recapitalization Transaction, the Company intends to file all necessary documents with the Alberta Corporate Registry to complete the Name Change. In connection with the Name Change, the Company has reserved the stock trading symbol "CEQ". Trading under the new symbol on the TSX Venture Exchange is expected to occur shortly following the completion of the Name Change.

Forward-looking information and statements

Certain information contained herein may constitute forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable securities legislation that involve known and unknown risks, assumptions, uncertainties and other factors. Forward-looking statements may be identified by words like "anticipates", "estimates", "expects", "indicates", "intends", "may", "could", "should", "would", "plans", "proposed", "potential", "will", and similar expressions. Forward-looking statements in this news release include: the anticipated timing of the completion of the Recapitalization Transaction and the Name Change; the anticipated timing of trading the Common Shares under the new stock symbol; and other similar statements. Such statements reflect the current views of the Corporation with respect to future events and are subject to certain risks, uncertainties and assumptions that could cause results to differ materially from those expressed in the forward-looking statements. Actual results achieved will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. Such factors include, but are not limited to: that the completion of the Recapitalization Transaction could be delayed if parties are unable to satisfy the remaining closing conditions on the anticipated timeline or if receipt of TSXV approval for the Recapitalization Transaction is delayed; that the Recapitalization Transaction will not be completed if all of remaining conditions to closing are not satisfied or waived; and such other similar risks and uncertainties. The impact of any one assumption, risk, uncertainty or other factor on a forward-looking statement cannot be determined with certainty, as these are interdependent and the Corporation's future course of action depends on the assessment of all information available at the relevant time. The forward-looking statements contained in this news release are made as of the date hereof and the parties do 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.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

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