CALGARY – Softrock Minerals Ltd. (“Softrock” or the “Company”) (TSXV: SFT.V) is pleased to announce that it has entered into a definitive reorganization and investment agreement (the “Recapitalization Agreement”) with Robin Aud, Matthew Klukas, Brian Anderson, Hendra Jayaand Henry Green which provides for: (i) a non-brokered private placement of units of Softrock (the “Units”) at a price equal to $0.04 per unit for a minimum gross proceeds of $3.0 millionbest efforts being made to obtain subscriptions for a maximum gross proceeds of $5.0 million (the “Non-Brokered Private Placement”), and (ii) the appointment of a new management team and the reconstitution of the board of directors (the “New Softrock Board of Directors”) of Softrock.
Concurrent with the completion of the Transaction, it is expected that the Company’s name will be changed to “Criterium Energy Ltd.” (the “Name Change”), subject to obtaining the necessary shareholder approvals and the approval of the TSX Venture Exchange (the “TSXV”).
The new management team will be led by Robin Aud as President and Chief Executive Officer, Matthew Klukas as Chief Operating Officer, Henry Green as Chief Financial Officer, and Hendra Jaya as a director, Indonesia. Upon closing of the transaction, Softrock has agreed that the board of directors will be reconstituted and will initially consist of existing directors Michele Stannersand new administrators Robin Audand Brian Anderson. It is expected that other independent directors will be appointed at the Company’s next annual general meeting. Each member of Softrock’s new management team and board of directors as well as the current directors of Softrock intend to participate in the non-brokered private placement.
New management team
The new management team has a long history of value creation in the energy sector and intends to execute a growth and revenue business model focused on upstream and transition energies in South East Asia (‘ASEAN‘1). Collectively, Softrock’s new management team and board have a strong reputation as a collaborative and ethical company within ASEANa reputation built on over 100 years of combined experience with junior to mid-tier intermediaries (Jadestone Energy and Addax Petroleum), IOCs (Talisman Energy and Repsol), the NOCs (Pertamina) and super majors (Shell). In addition to their depth ASEAN experience, the new management team has also created value in the North American upstream, midstream and power generation sectors for many years, with a focus on methods and technologies that improve performance tanks and operational efficiency.
Vision & Strategy
The new management team intends to build a large independent upstream energy company by executing an acquisition, development and optimization strategy targeting ASEAN upstream energy assets. This vision is underpinned by the technical and commercial capabilities of the new management team, the regional high yield energy market and a strong M&A pipeline in ASEAN which the new management team believes will result in scalable growth and sustainable cash generation.
Actively support the energy transition
By 2035, ASEAN the population is expected to exceed 800 million and the middle-class population is expected to double, reaching about 350 million people, surpassing the entire population. United States population. This demographic emergence is the catalyst for world-leading economic growth with GDP expected to increase by 140% and energy demand expected to keep pace with an increase of more than 125%2. Various forms of energy will be needed to support these growing economies and hydrocarbons will play a central role as demand for natural gas is expected to increase by at least 50% by 2050 under the accelerated transition scenario limiting the rise in global temperature at 2°C3. This growth in demand is driven by the shift from coal to gas for power generation and underpins intermittent renewables.
Execution on strategic pillars
Once the Transaction is finalized, the New Management Team intends to target upstream energy assets in ASEAN that can support a free cash flow operating model by achieving development growth, production optimization and economies of scale. The new management team will prioritize a mix of generation assets and energy developments close to demand centers and exposure to high-priced markets relative to North America.
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 laws that involve known and unknown risks, assumptions, uncertainties and other factors. Forward-looking statements can be identified by words such as “anticipates”, “estimates”, “expects”, “indicates”, “intends”, “may”, “could”, “should”, ‘should’, ‘plans’, ‘proposed’, ‘potential’, ‘will’ and similar expressions. Forward-looking statements in this press release include: the composition of Softrock’s new management team and board of directors and the benefits to be derived therefrom; the expectation that the private placement will be completed in accordance with its terms; the expectation that the name change will be effected; the expectation that additional members will be appointed to New Softrock’s board of directors at the company’s next annual general meeting; the timing of the receipt of Softrock shareholder approval of the Consolidation; the consolidation ratio; Softrock’s business strategy, including optimization strategy targeting ASEAN upstream energy assets, expected benefits to be derived, and regional high-efficiency energy market expectations; the future demographics of ASEAN; the priorities and direction of the new management team for energy assets in ASEAN; the Company’s assets include a valuation base to support the vision and strategy of the new management team; the amounts, prices and subscription conditions provided for in the context of the private placement; the intention to issue Departure Shares to the Directors and the terms thereof; the early vesting conditions for warrants; the intended use of the net proceeds of the private placement; Softrock’s intention to obtain required approvals from the TSXV; expected timeline for the Softrock meeting and other similar statements. These statements reflect the Company’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in the forward-looking statements.
Factors that could cause actual results to differ from the forward-looking statements or could affect the business, performance, development and results of the Company’s business include, among others: risks and assumptions associated with the operations ; the approval of the Transaction by the TSXV; the risks inherent in the future activities of the Company; increases in maintenance, operating or financing costs; the availability and price of labour, equipment and materials; competitive factors, including competition from third parties in the areas in which the new management team intends to operate, pricing and supply and demand pressures in the oil and gas industry; currency and interest rate fluctuations; inflation; risks of war, hostilities, civil insurgency, pandemics (including COVID-19) and epidemics, political and economic instability and conditions in or affecting the countries in which the new management team intends to operate (including conflict Russian-Ukrainian in progress); extreme weather conditions and risks related to climate change; terrorist threats; risks associated with technology; changes in laws and regulations, including environmental, regulatory and tax laws, and the interpretation of such changes in the Company’s future operations; availability of adequate levels of insurance; difficulty in obtaining necessary regulatory approvals and the maintenance of such approvals; general economic and business and market conditions and other similar risks and uncertainties. The impact of any assumption, risk, uncertainty or other factor on any forward-looking statement cannot be determined with certainty because they are interdependent and the Company’s future course of action depends on the evaluation of all information available at the relevant time.
With respect to the forward-looking statements contained in this press release, the Company has made assumptions regarding, among other things: ASEAN future demographic, demographic and energy demands; than upstream energy assets ASEAN can support a free cash flow operating model by achieving development growth, production optimization and economies of scale; the COVID-19 pandemic, its duration and impact; future exchange rates and interest rates; commodity supply and demand; inflation; the availability of capital on satisfactory terms; the availability and price of labor and materials; the impact of increasing competition; general economic and financial market conditions; access to capital; the receipt and timing of regulatory and other required approvals; the ability of the new management team to execute its business strategies; the continuation of existing and proposed tax regimes and the effects of regulation by governmental agencies.
The forward-looking statements contained in this press release are made as of the date hereof, and the parties undertake no obligation to update or revise any forward-looking statements or information, whether as a result of new information, events future or otherwise, except as required by applicable securities laws.
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