Ms. Kim MacEachern reports
COMPUTER MODELLING GROUP LTD. ANNOUNCES COMPLETION OF SUBSTANTIAL ISSUER BID
Computer Modelling Group Ltd. has taken up and paid for 4,444,444 of its common shares at a price of $4.50 per share under Computer Modelling's substantial issuer bid (the SIB) to repurchase for cancellation a number of its shares for an aggregate purchase price not to exceed $20-million.
Final results of SIB
The shares purchased under the SIB represent an aggregate purchase price of approximately $19,999,998 and approximately 5.7 per cent of the total number of Computer Modelling's issued and outstanding shares as of Sept. 21, 2026. After giving effect to the SIB, Computer Modelling will have approximately 73.6 million shares issued and outstanding.
Based on the final calculations of Olympia Trust Company as depositary for the SIB, a total of 4,657,844 shares were tendered to the SIB pursuant to auction tenders and purchase price tenders, of which 3,933,679 shares were taken up and purchased. Since the SIB was oversubscribed, shareholders who made auction tenders at or below the purchase price and shareholders who made, or were deemed to have made, purchase price tenders had approximately 84 per cent of their successfully tendered shares purchased by Computer Modelling (other than "odd lot" tenders, which were not subject to proration). In addition, 8,966,715 shares were tendered pursuant to proportionate tenders, of which 510,765 shares were taken up and purchased.
Payment and settlement of the purchased shares will be effected by the depositary on or about Sept. 30, 2026, in accordance with the SIB and applicable law. Any shares not purchased, including shares invalidly tendered, will be returned to shareholders promptly by the depositary.
The full details of the SIB are described in the offer to purchase and issuer bid circular dated Aug. 14, 2026, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available under the company's profile on SEDAR+.
To assist shareholders in determining the tax consequences of the SIB, Computer Modelling estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per share is approximately $1.025. Given that the purchase price exceeds the paid-up capital per share, shareholders who have sold shares to Computer Modelling under the SIB will be deemed to have received a taxable dividend as a result of such sale for Canadian federal income tax purposes equal to the amount by which the purchase price exceeds the paid-up capital per share. The dividend deemed to have been paid by Computer Modelling to Canadian resident persons is designated as an eligible dividend for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.
The specified amount for purposes of Subsection 191(4) of the Income Tax Act (Canada) is $3.89, being the closing trading price for the shares on the Toronto Stock Exchange on Sept. 21, 2026.
Shareholders should consult with their own tax and other advisors with respect to the income tax consequences of the disposition of their shares under the SIB.
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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