Automodular Corp. has made an offer to purchase up to 5,882,352 of its common shares for a total purchase price not exceeding $15-million. The offer was made by way of an offer to purchase and issuer bid circular dated Aug. 6, 2015. A shareholder may deposit shares pursuant to: (i) an auction tender at prices specified by the depositing shareholders of not less than $2.55 and not more than $2.65 per share in increments of two cents per share as specified by such shareholder, or (ii) a purchase price tender in which the shareholder does not specify a price per share, but rather agrees to have the shareholder's shares purchased at the purchase price that is determined as provided herein. The offer expires at 5 p.m. Toronto time on Sept. 17, 2015, unless extended by the offeror.

The offeror reserves the right to withdraw the offer and not take up and pay for any shares deposited under the offer unless a number of conditions set out in the circular are satisfied. The offer is not conditional on a minimum number of shares being tendered pursuant to the offer.

The offeror will determine the purchase price on the basis of the respective number of shares deposited pursuant to auction tenders and purchase price tenders and the prices specified by shareholders making auction tenders. Shares deposited by a shareholder pursuant to an auction tender will not be purchased by the offeror pursuant to the offer if the price specified by the shareholder is greater than the purchase price determined by the offeror. A shareholder who wishes to deposit shares without specifying the price at which such shares may be purchased by the offeror, should make a purchase price tender. For the purpose of determining the purchase price, shares deposited pursuant to a purchase price tender will be considered to have been deposited at $2.55 per share.

The price that the offeror will pay per share will be the lowest price between $2.55 per share and $2.65 per share, inclusively, that will enable the offeror to purchase up to 5,882,352 shares for a total purchase price not exceeding $15-million.

If the number of deposited shares tendered pursuant to auction tenders at or below the purchase price or pursuant to purchase price tenders would result in a total purchase price in excess of $15-million, such deposited shares will be purchased on a pro rata basis according to the number of shares deposited or deemed to be deposited at or below the purchase price by the depositing shareholders (with adjustments to avoid the purchase of fractional shares), except that deposits by shareholders who own odd lots will not be subject to pro ration. For purposes of the foregoing, an odd lot deposit is a deposit by a shareholder who: (i) beneficially owns fewer than 100 shares as at the close of business on the expiry date; (ii) validly deposits all such shares prior to the expiry time pursuant to an auction tender at or below the purchase price or pursuant to a purchase price tender; and (iii) checks the odd lots box in either the letter of transmittal or the notice of guaranteed delivery that accompany the circular.

Each shareholder who has properly deposited shares pursuant to an auction tender at or below the purchase price or pursuant to a purchase price tender, and who has not withdrawn such shares, will receive the purchase price, payable in cash (subject to applicable withholding taxes, if any), for all shares purchased, on the terms and subject to the conditions of the offer, including the provisions relating to pro ration and the preferential acceptance of odd lots described in the circular.

Shareholders who wish to deposit all or any portion of their shares pursuant to the offer must deposit their share certificates together with a properly completed and duly executed letter of transmittal with Computershare Trust Company of Canada at its principal offices in Toronto. In lieu of depositing securities in the manner described above, securities may be deposited in accordance with the procedures for guaranteed delivery referred to on page 18 of the circular.

Shareholders may also accept the offer by following the procedures for a book-entry transfer established by CDS Clearing and Depository Services Inc. (CDS) provided that a book-entry confirmation through the CDS on-line tendering system is received by the depositary prior to the expiry time.

The NEX has been advised that no soliciting dealer group has been retained for purposes of the offer and no fee will be payable to any broker or dealer that solicits or facilitates acceptance of the offer.

Trading and settlement rules

Purchasers:  They may tender the shares purchased providing that such purchases are executed on or before Sept. 17, 2015, and providing that, when applicable, the notice of guaranteed delivery is completed and filed with the depositary on or before Sept. 17, 2015.

Sellers:  The sellers of the shares must be in a position to deliver such shares in time for the purchaser either to tender the shares on or before Sept. 17, 2015, or to meet the third business day delivery deadline on any notice of guaranteed delivery that may have been filed by the purchaser.

Notice of guaranteed delivery -- settlement procedure

The notice of guaranteed delivery must be completed and received by the depositary on or prior to expiry time and the letter of transmittal along with the shares pertaining to the notice of guaranteed delivery must be received by the depositary on or prior to 5 p.m. Toronto time on the third business day after the expiry date.

Trading and settlement rules

All trades on Sept. 16, 2015, will be for regular settlement.

All trades on Sept. 17, 2015, will be for special two-day settlement on Sept. 21, 2015. These trades will be entered into the CDS system with a settlement date of Sept. 21, 2015.

Investors should contact their broker for information or advice on their investment.