Ms. Kim MacEachern reports
COMPUTER MODELLING GROUP LTD. ANNOUNCES EXEMPTIVE RELIEF OBTAINED IN CONNECTION WITH ITS SUBSTANTIAL ISSUER Bid
In connection with Computer Modelling Group Ltd.'s continuing substantial issuer bid to purchase for cancellation up to $20-million in value of its common shares, the Alberta Securities Commission, as Computer Modelling's principal regulator, has granted an exemptive relief order exempting Computer Modelling from complying with certain extension take-up, proportionate take-up and related disclosure requirements. The exemptive relief applies in all jurisdictions of Canada.
The SIB is being made by way of a modified Dutch auction, allowing shareholders who choose to participate in the SIB to tender shares in three ways:
- By making an auction tender pursuant to which they agree to tender a specified number of shares to Computer Modelling at a specified price per share within a price range of $4 and $4.50 in increments of 10 cents per share;
- By making a purchase price tender, pursuant to which they do not specify a price per share, but rather agree to have a specified number of shares purchased at the purchase price (as defined below) to be determined by the auction tenders; or
- By making a proportionate tender, pursuant to which they tender all of the shares they hold, at the purchase price to be determined pursuant to the SIB, on the basis that Computer Modelling will only purchase such number of shares so tendered that will result in the shareholders maintaining their proportionate share ownership in Computer Modelling following the completion of the SIB.
Upon expiry of the SIB, Computer Modelling will determine the lowest price per share (which will not be more than $4.50 per share and not less than $4 per share) that will enable it to purchase all of the shares collectively tendered pursuant to auction tenders at auction prices less than or equal to that price and purchase price tenders, having an aggregate purchase price that does not exceed the auction tender limit amount (as defined below) provided that, if the aggregate purchase price for shares collectively tendered pursuant to auction tenders at auction prices equal to the minimum purchase price and purchase price tenders exceeds the auction tender limit amount, the purchase price will be the minimum purchase price. The term auction tender limit amount means the amount equal to: (a) $20-million less: (b) the product of: (i) $20-million; and (ii) a fraction, the numerator of which is the aggregate number of shares owned by shareholders making valid proportionate tenders, and the denominator of which is the aggregate number of shares outstanding at the expiration date (as defined below).
The SIB is not conditional upon any minimum number of shares being tendered. The SIB is, however, subject to other conditions described in the formal offer to purchase and issuer bid circular, letter of transmittal, and notice of guaranteed delivery, filed by Computer Modelling with the applicable securities regulators and available under Computer Modelling's SEDAR+ profile.
The SIB is currently open for acceptance until 5 p.m. Eastern Time on Sept. 21, 2026, unless withdrawn, extended or varied by Computer Modelling. Computer Modelling reserves the right: (i) to terminate the SIB and not take up and pay for any shares not theretofore taken up and paid for, upon the occurrence of certain conditions; and (ii) at any time or from time to time, to vary the SIB in any respect, including increasing or decreasing the aggregate purchase price for shares that the company may purchase or the range of prices it may pay pursuant to the SIB, subject to compliance with applicable Canadian and U.S. securities laws and regulations.
As described in the offer documents, Computer Modelling applied for exemptive relief from the requirements under applicable securities laws: (i) to take up and pay for shares deposited pursuant to the SIB proportionately according to the number of shares deposited by each shareholder; (ii) to provide disclosure of the proportionate take-up and payment of shares under the SIB in Computer Modelling's issuer bid circular in connection with the SIB; and (iii) that an issuer bid not be extended if all the terms and conditions of the issuer bid have been complied with or waived unless the issuer first takes up all securities deposited under the issuer bid and not withdrawn. On Sept. 15, 2026, the relevant securities regulatory authorities granted Computer Modelling the issuer bid relief, which permits shareholders to tender to the SIB through proportionate tenders and which will allow Computer Modelling to, subject to the conditions in the exemptive relief order, elect to extend the SIB without first taking up all the shares deposited and not withdrawn under the SIB.
At this time, Computer Modelling has not yet determined if it will extend the SIB, and the expiration of the SIB remains the expiration date, which for greater certainty is 5 p.m. Eastern Time on Sept. 21, 2026. Computer Modelling will determine whether it will extend the expiration of the SIB beyond the expiration date once it determines how many shares have been tendered (and not withdrawn) under the SIB and considers all other relevant circumstances. In the event the SIB is extended, Computer Modelling will provide a further news release disclosing the details of such extension.
Computer Modelling has engaged National Bank Financial Inc. to act as the financial adviser and dealer manager for the SIB, and Olympia Trust Company to act as depositary. Any questions or requests for information regarding the SIB may be directed to the depositary at 1-833-684-1546 (toll-free -- North America), 587-774-2340 or corporateactions@olympiatrust.com, or to the dealer manager at 1-416-524-9514.
The solicitation and the SIB are only being made pursuant to the offer documents filed with securities regulatory authorities. The SIB is not to be made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making or acceptance of offers to sell shares would not be in compliance with the laws of that jurisdiction. The board of directors of Computer Modelling has approved the SIB; however, none of Computer Modelling, its board of directors, the dealer manager or the depositary make any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their shares to the SIB, whether shareholders should elect an auction tender, purchase price tender or proportionate tender, or the purchase price or prices at which shareholders may choose to tender shares. Shareholders are strongly urged to carefully read the offer documents and related documents filed with securities regulatory authorities as they may be amended from time to time, because they contain important information. Shareholders may obtain free copies of the offer documents filed by Computer Modelling with the applicable securities regulators and available under Computer Modelling's profile on SEDAR+. Shareholders may also obtain those materials from the depositary, as further discussed in the offer documents. Shareholders are urged to carefully evaluate all information in the offer documents, consult their own financial, legal, investment, accounting and tax advisers, and make their own decisions as to whether to deposit shares under the SIB and, if so, how many such shares to deposit and at what price or prices.
About Computer Modelling Group Ltd.
Computer Modelling is a global software and consulting company that combines science and technology with deep industry expertise to solve complex subsurface and surface challenges for the energy industry around the world. Computer Modelling is headquartered in Calgary, Alta., with offices globally.
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