CALGARY, Alberta, Sept. 16, 2026 (GLOBE NEWSWIRE) — Computer Modelling Group Ltd. (“CMG” or the “Company”) (TSX: CMG) is pleased to announce that, in connection with its ongoing substantial issuer bid (the “SIB”) to purchase for cancellation up to C$20,000,000 in value of its common shares (the “Shares”), the Alberta Securities Commission, as CMG’s principal regulator, has granted an exemptive relief order exempting CMG 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 CMG at a specified price per Share (an “Auction Price”) within a price range of C$4.00 (the “Minimum Purchase Price”) and C$4.50 in increments of C$0.10 per Share (an “Auction Tender”);
- 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 (a “Purchase Price Tender”); 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 CMG will only purchase such number of Shares so tendered that will result in the shareholders maintaining their proportionate Share ownership in CMG following the completion of the SIB (a “Proportionate Tender”).
Upon expiry of the SIB, CMG will determine the lowest price per Share (which will not be more than C$4.50 per Share and not less than C$4.00 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) (the “Purchase Price”); 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) $20,000,000 less, (b) the product of (i) $20,000,000 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 (collectively, the “Offer Documents”), filed by CMG with the applicable securities regulators and available under CMG’s SEDAR+ profile at www.sedarplus.ca.
The SIB is currently open for acceptance until 5:00 PM (Eastern time) on September 21, 2026 (such time on such date, the “Expiration Date”), unless withdrawn, extended or varied by CMG. CMG 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 United States securities laws and regulations.
As described in the Offer Documents, CMG 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 (the “Proportionate Take Up Relief”); (ii) to provide disclosure of the proportionate take up and payment of Shares under the SIB in CMG’s issuer bid circular in connection with the SIB (the “Proportionate Take Up Disclosure Relief”); 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 (the “Extension Take Up Relief”, collectively, with the Proportionate Take Up Relief and the Proportionate Take Up Disclosure Relief, the “Issuer Bid Relief”). On September 15, 2026, the relevant securities regulatory authorities granted CMG the Issuer Bid Relief, which permits shareholders to tender to the SIB via Proportionate Tenders and which will allow CMG 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, CMG 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 5:00 PM (Eastern time) on September 21, 2026. CMG 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, CMG will provide a further news release disclosing the details of such extension.
CMG has engaged National Bank Financial Inc. to act as the financial advisor and dealer manager (the “Dealer Manager”) for the SIB, and Olympia Trust Company to act as depositary (the “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.
This news release is for informational purposes only and is not intended to and does not constitute an offer to purchase or the solicitation of an offer to sell Shares. 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 CMG has approved the SIB; however, none of CMG, its board of directors, the Dealer Manager or the Depositary makes 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 CMG with the applicable securities regulators and available under CMG’s profile on SEDAR+ at www.sedarplus.ca. 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 advisors 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.
Forward-Looking Information
Certain information in this press release may constitute “forward-looking information” within the meaning of applicable securities legislation. All information contained in this press release, other than statements of current and historical fact, is forward-looking information, including statements regarding the Company’s intentions and expectations with respect to the SIB, the terms and conditions of the SIB, the Expiration Date and the potential for extension, withdrawal or variation of the SIB, the actual number of Shares to be taken up and paid for in connection with the SIB, the Purchase Price, the aggregate purchase price for all Shares taken up, and other statements that are not historical facts (collectively, “forward-looking information”). Generally, forward-looking information can be identified by use of words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “intend”, “plan”, “would”, “could”, “should”, “continue”, “goal”, “objective”, “remain” and other similar terminology.
Forward-looking information is not, and cannot be, a guarantee of future results or events. Forward-looking information is necessarily based on a number of opinions, estimates, and assumptions that the Company considered appropriate and reasonable as of the date such statements are made. Although the forward-looking information contained herein is based upon what the Company believes are reasonable assumptions, actual results may vary from the forward-looking information contained herein. Certain assumptions made in preparing the forward-looking information contained herein include, without limitation: the Company’s future growth, cash flow generation, results of operations, trends in software licence sales, development plans and the status of the Company’s software development projects, future capital and other expenditures (including the amount, nature and sources of funding thereof), availability of government grants, competitive advantages, plans for and results of research and development activity, the availability of qualified personnel and general business strategies, prospects and opportunities. Additional assumptions include receipt of all requisite approvals and exemptions in connection with the Offer; favourable market conditions; and the absence of changes to applicable laws, regulations or policies affecting issuer bids. Inherent in the forward-looking information are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking information. Details of these risks are described in the Company’s annual publicly filed documents, including the Annual Information Form for the year ended March 31, 2026 (which are available on the Company’s profile on SEDAR+ at www.sedarplus.ca).
Investors should not place undue reliance on forward-looking information as a prediction of actual results. The forward-looking information reflects management’s current expectations and beliefs regarding future events and operating performance and is based on information currently available to management. Although we have attempted to identify important factors that could cause actual results to differ materially from the forward-looking information contained herein, there are other factors that could cause results not to be as anticipated, estimated or intended. The forward-looking information contained herein is current as of the date of this press release and, except as required under applicable law, we do not undertake to update or revise it to reflect new events or circumstances. Additionally, we undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of CMG, our financial or operating results, or our securities.
About CMG
CMG (TSX: CMG) 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. CMG is headquartered in Calgary, AB, with offices globally. For more information, visit www.cmgl.ca.
CONTACT: For investor inquiries, please contact: Kim MacEachern Director, Investor Relations cmg-investors@cmgl.ca. For media inquiries, please contact: marketing@cmgl.ca.
