Advantage Energy Income Fund Completes Financing, Asset Disposition and Conversion

On July 9, 2009, Advantage Energy Income Fund and Advantage Oil & Gas Ltd. (AOG) completed the conversion of the Fund to a corporation pursuant to a Plan of Arrangement for a total value of approximately $1 billion. AOG is an intermediate oil and natural gas corporation with properties located in western Canada. The conversion enables AOG, a growth-oriented corporation, to pursue a business plan with a specific focus on developing its significant Montney natural gas resource play at Glacier, Alberta.

The Fund also completed a bought deal financing pursuant to which the Fund issued 17,000,000 trust units at a price of $6 per trust unit for gross proceeds of $102 million and closed two asset dispositions of a total of $252.6 million of assets to Terra Energy Corp. and NuVista Energy Ltd.

The offering was underwritten by a syndicate of underwriters led by RBC Capital Markets and including Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., FirstEnergy Capital Corp., Tristone Capital Inc. and Thomas Weisel Partners Canada Inc.

The Fund and AOG were represented in Canada by Burnet, Duckworth & Palmer LLP with a team that included Jay Reid, James Kidd and Lindsay Cox (securities); Carolyn Wright, Stuart Money and Sarah Nossiter (energy); Daniel McDonald (litigation) and Jeff Fortin and Kirk Lamb (tax) and in the US by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that included Edwin Maynard, Aun Singapore, Marni Brot, David Jelenko and Stanislav Grigoryev (securities) and David Mayo and Mashiho Yuasa (tax).

The syndicate of underwriters was represented by Macleod Dixon LLP with a team that included Kent Kufeldt, Rashi Sengar and James O'Sullivan (securities) and Darren Hueppelsheuser (tax).

Terra Energy Corp. was represented by Borden Ladner Gervais LLP with a team that included Colin MacDonald (competition), Marilyn Paterson (energy) and Steven Pearson (securities).

NuVista Energy Ltd. was represented by Paul Negenman of EnerLaw LLP.


Steven G. Pearson Daniel J. McDonald Jay P. Reid Marilyn D. Paterson Kirk Lamb J. Stuart Money Jeff Fortin Carolyn A. Wright Colin P. MacDonald Kent D. Kufeldt Rashi Sengar Lindsay P. Cox Darren D. Hueppelsheuser James O'Sullivan Sarah Nossiter Edwin S. Maynard James L. Kidd


Burnet, Duckworth & Palmer LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP Norton Rose Fulbright Canada LLP Borden Ladner Gervais LLP (BLG) Enerlaw LLP