Advantage Announces Terms of its Substantial Issuer Bid for up to $100,000,000 – QNT Press Release


(TSX:AAV)

CALGARY, AB, Nov. 7, 2022 /CNW/ – Advantage Energy Ltd. (“Advantage” or the “Corporation”) announces the terms of its substantial issuer bid (the “Offer”) pursuant to which the Corporation will offer to purchase for cancellation up to $100,000,000 of its common shares (the “Shares”). The Offer will proceed by way of a modified Dutch auction and holders of Shares (“Shareholders”) wishing to tender to the Offer may do so pursuant to: (i) auction tenders in which the tendering Shareholders specify the number of Shares being tendered at a specified price of not less than $11.20 and not more than $12.90 per Share in increments of $0.10 per Share; or (ii) purchase price tenders in which the tendering Shareholders do not specify a price per Share, but rather agree to have a specified number of Shares purchased at the purchase price to be determined as provided in the Offer (the “Purchase Price”). Shareholders who validly tender Shares without specifying the method in which they are tendering their Shares, will be deemed to have made a purchase price tender.

The Offer is expected to commence on November 10, 2022 and remain open for acceptance until 5:00 pm (Eastern Standard Time) on December 16, 2022or at such later time and date to which the Offer may be extended or varied by the Corporation (the “Expiration Date”), unless withdrawn. The Offer would be for approximately 4.9% of the total number of issued and outstanding Shares if the Purchase Price is determined to be $11.20 (which is the minimum price per Share under the Offer) or approximately 4.3% of the total number of issued and outstanding Shares if the Purchase Price is determined to be $12.90 (which is the maximum price per Share under the Offer). As of November 7, 2022there were 181,114,976 Shares issued and outstanding.

For purposes of determining the Purchase Price, Shareholders who make, or who are deemed to have made, a purchase price tender will be deemed to have tendered their Shares at the minimum price of $11.20 per Share. The Purchase Price to be paid by Advantage for each validly deposited Share taken up by the Corporation will be determined upon expiration of the Offer and will be based on the number of Shares validly deposited pursuant to auction tenders and purchase price tenders , and the prices specified by Shareholders making auction tenders. As a result, Shareholders who tender their Shares will set the Purchase Price for the Offer. The Purchase Price will be the lowest price (which will not be less than $11.20 per Share and not more than $12.90 per Share) that enables the Corporation to purchase Shares up to the aggregate amount of $100,000,000determined in accordance with the terms of the Offer. All Shares purchased by Advantage pursuant to the Offer (including Shares tendered at auction prices below the Purchase Price) will be purchased at the same Purchase Price.

All Shares not purchased under the Offer (including Shares not purchased because of proration, invalid tender, or Shares deposited pursuant to auction tenders at auction prices in excess of the Purchase Price), or Shares properly withdrawn before the Expiration Date, will be returned to the Shareholders.

If the aggregate purchase price for Shares validly tendered pursuant to auction tenders and purchase price tenders is greater than the aggregate amount of $100,000,000Advantage will…

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