(TSX: AAV)
CALGARY,
AB, Nov. 10, 2022 /CNW/ - Advantage
Energy Ltd. ("Advantage" or the "Corporation") announces that is
has commenced its previously announced substantial issuer bid (the
"Offer") to purchase for cancellation up to $100,000,000 of its common shares (the "Shares").
The Offer will remain open for acceptance until 5:00 p.m. (Eastern Standard Time) on December 16, 2022, or at such later time and date
to which the Offer may be extended or varied by the Corporation,
unless withdrawn.
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 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 $100,000,000, determined 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.
On November 10, 2022, the formal
offer to purchase, issuer bid circular, letter of transmittal and
notice of guaranteed delivery (collectively, the "Offer Documents")
containing the terms and conditions of the Offer, instructions for
tendering Shares, and the factors considered by Advantage and its
Board of Directors in determining to approve the Offer, were mailed
to Shareholders and filed with the applicable securities regulators
in Canada and may be accessed at
www.sedar.com. Shareholders should carefully read the Offer
Documents prior to making a decision with respect to the Offer.
None of Advantage, its Board of Directors, RBC or the
depositary makes any recommendation to any Shareholder as to
whether to deposit or refrain from depositing Shares under the
Offer, how many Shares to deposit and whether to specify a price
and, if so, at what price to deposit such Shares. Shareholders are
urged to evaluate carefully all information in the Offer Documents,
consult their own financial, legal, investment and tax advisors and
make their own decisions about whether to deposit Shares under the
Offer, how many Shares to deposit and whether to specify a price
and, if so, at what price to deposit such Shares.
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Shares. An offer to buy the Shares will only be made
pursuant to the Offer Documents filed with the applicable
securities regulators in Canada
and mailed to Shareholders. The Offer will be optional for all
Shareholders, who will be free to choose whether to participate,
how many Shares to tender and, in the case of auction tenders, at
what price to tender within the specified range.
Advantage has retained RBC Dominion Securities Inc. to act as
financial advisor and dealer manager in connection with the Offer
and Computershare Investor Services Inc. ("Computershare") to act
as depositary. Any questions or requests for information may
be directed to Computershare at 1 (800) 564-6253 (Toll-Free within
North America) or 1 (514) 982-7555
(outside North America) or to RBC
Dominion Securities Inc. as dealer manager for the Offer at
advantagesib@rbccm.com.
Forward-Looking Information
and Advisory
The information in this press release contains certain
forward-looking statements, including within the meaning of
applicable securities laws. These statements relate to future
events or our future intentions or performance. All statements
other than statements of historical fact may be forward-looking
statements. Forward-looking statements are often, but not always,
identified by the use of words such as "anticipate", "continue",
"demonstrate", "expect", "may", "can", "will", "believe", "would"
and similar expressions and include statements relating to, among
other things, the amount of Shares to be purchased for cancellation
under the Offer; the structure of the bid including a modified
Dutch auction procedure; the terms and conditions and price range
of tenders; and the expiration of the Offer. Advantage's actual
decisions, activities, results, performance or achievement could
differ materially from those expressed in, or implied by, such
forward-looking statements and accordingly, no assurances can be
given that any of the events anticipated by the forward-looking
statements will transpire or occur or, if any of them do, what
benefits that Advantage will derive from them.
Forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties, some
that are similar to other oil and gas companies and some that are
unique to Advantage. Advantage's actual results may differ
materially from those expressed or implied by its forward-looking
statements and readers are cautioned not to place undue reliance on
them. Such risks and uncertainties, certain of which are
beyond Advantage's control, include, but not limited to: changes in
general economic, market and business conditions; industry
conditions, including as a result of demand and supply effects
resulting from the COVID-19 pandemic; actions by governmental or
regulatory authorities including increasing taxes and changes in
investment or other regulations; changes in tax laws, royalty
regimes and incentive programs relating to the oil and gas
industry; Advantage's success at acquisition, exploitation and
development of reserves; unexpected drilling results; changes in
commodity prices, currency exchange rates, net capital
expenditures, reserves or reserves estimates and debt service
requirements; the occurrence of unexpected events involved in the
exploration for, and the operation and development of, oil and gas
properties, including hazards such as fire, explosion, blowouts,
cratering, and spills, each of which could result in substantial
damage to wells, production and processing facilities, other
property and the environment or in personal injury; changes or
fluctuations in production levels; delays in anticipated timing of
drilling and completion of wells; individual well productivity;
competition from other producers; the lack of availability of
qualified personnel or management; credit risk; changes in laws and
regulations including the adoption of new environmental laws and
regulations and changes in how they are interpreted and enforced;
ability to comply with current and future environmental or other
laws; stock market volatility and market valuations; liabilities
inherent in oil and natural gas operations; competition for, among
other things, capital, acquisitions of reserves, undeveloped lands
and skilled personnel; incorrect assessments of the value of
acquisitions; geological, technical, drilling and processing
problems and other difficulties in producing petroleum reserves;
ability to obtain required approvals of regulatory authorities; and
ability to access sufficient capital from internal and external
sources to fund the Offer and otherwise. Many of these risks and
uncertainties and additional risk factors are described in the
Corporation's Annual Information Form which is available at
www.sedar.com ("SEDAR") and www.advantageog.com. Readers are also
referred to risk factors described in other documents Advantage
files with Canadian securities authorities.
With respect to forward-looking statements contained in this
press release, Advantage has made assumptions regarding, but not
limited to: conditions in general economic and financial
markets; effects of regulation by governmental agencies;
current and future commodity prices and royalty regimes; future
exchange rates; royalty rates; future operating costs; future
transportation costs and availability of product transportation
capacity; availability of skilled labor; availability of drilling
and related equipment; timing and amount of net capital
expenditures; the impact of increasing competition; the price of
crude oil and natural gas; that the Corporation will have
sufficient cash flow, debt or equity sources or other financial
resources required to fund its capital and operating expenditures
and requirements as needed; that the Corporation's conduct and
results of operations will be consistent with its expectations;
that the Corporation will have the ability to develop the
Corporation's properties in the manner currently contemplated;
current or, where applicable, proposed assumed industry conditions,
laws and regulations will continue in effect or as anticipated; the
estimates of the Corporation's production and reserves volumes and
the assumptions related thereto (including commodity prices and
development costs) are accurate in all material respects;
the impact and duration of ongoing global events and the ability
of the Corporation to carry on its operations as currently
contemplated in light of such events; and that
the Corporation will have cash on hand and will be able to draw on
its credit facilities to fund the Offer.
Management has included the above summary of assumptions and
risks related to forward-looking information above and in its
continuous disclosure filings on SEDAR in order to provide
shareholders with a more complete perspective on Advantage's future
operations and such information may not be appropriate for other
purposes. Advantage's actual results, performance or achievement
could differ materially from those expressed in, or implied by,
these forward-looking statements and, accordingly, no assurance can
be given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
benefits that Advantage will derive there from. Readers are
cautioned that the foregoing lists of factors are not
exhaustive.
These forward-looking statements are made as of the date of
this news release and Advantage disclaims any intent or obligation
to update publicly any forward-looking statements, whether as a
result of new information, future events or results or otherwise,
other than as required by applicable securities laws.
SOURCE Advantage Energy Ltd.