Computer Modelling Group Ltd. Announces Completion of Substantial Issuer Bid

CALGARY, Alberta, Sept. 25, 2026 (GLOBE NEWSWIRE) -- Computer Modelling Group Ltd. (“CMG” or the “Company”) (TSX: CMG), today announced that it has taken up and paid for 4,444,444 of its common shares (“Shares”) at a price of C$4.50 per Share (the “Purchase Price”) under CMG’s substantial issuer bid (the “SIB”) to repurchase for cancellation a number of its Shares for an aggregate purchase price not to exceed C$20 million.

Final Results of SIB

The Shares purchased under the SIB represent an aggregate purchase price of approximately C$19,999,998 and approximately 5.7% of the total number of CMG’s issued and outstanding Shares as of September 21, 2026. After giving effect to the SIB, CMG will have approximately 73.6 million Shares issued and outstanding.

Based on the final calculations of Olympia Trust Company (the “Depositary”) 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% of their successfully tendered Shares purchased by CMG (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 September 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 August 14, 2026, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available under our profile on SEDAR+ at www.sedarplus.ca.

To assist shareholders in determining the tax consequences of the SIB, CMG estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per Share is approximately C$1.025. Given that the Purchase Price exceeds the paid-up capital per Share, shareholders who have sold Shares to CMG 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 CMG 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 C$3.89, being the closing trading price for the Shares on the TSX on September 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.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares.

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 terms of the SIB (including the timing of payment and settlement of Shares purchased under the SIB), the number of Shares expected to be issued and outstanding after completion of the SIB, 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, that all reported tenders were validly made 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 or performance to differ materially from any results or performance 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 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.

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.