Longview Oil Corp. and Advantage Oil & Gas Ltd. Announce $94.1 million Secondary Offering of Longview Common Shares

CALGARY, ALBERTA--(Marketwired - Feb. 4, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

As announced in a separate press release issued by Advantage Oil & Gas Ltd. (TSX:AAV) ("Advantage") which provided an update to Advantage's strategic review process, Longview Oil Corp. (TSX:LNV) ("Longview") and Advantage announce that Advantage has entered into an agreement relating to the sale of 21,150,010 Common Shares of Longview (the "Common Shares") owned by Advantage to a syndicate of underwriters led by RBC Capital Markets and FirstEnergy Capital Corporation at a price of $4.45 per share for gross proceeds of CDN$94.1 million. Closing of the offering is anticipated to be on or about February 26, 2014.

Longview will not receive any proceeds from the sale of the Common Shares. Following closing, Advantage will not hold any Common Shares of Longview. Longview currently pays a monthly dividend in the amount of $0.04 per Common Share. The first dividend that purchasers under this offering shall be eligible to participate in if declared by the Board of Directors of Longview, will be for the month of February, anticipated to be paid on March 17, 2014 to shareholders of record as at February 28, 2014.

All net proceeds from the offering will be received by Advantage and will immediately be used to retire a portion of Advantage's existing bank indebtedness.

With the continued progression of both Advantage's and Longview's business plans, the companies have terminated the Technical Services Agreement ("TSA"). The termination of the TSA and disposition of the Common Shares will reduce financial and operational complexity and simplify Advantage's organizational structure.

The TSA has existed between Advantage and Longview since April 2011 whereby Advantage provided the necessary personnel and technical services to manage Longview's business. Appropriate staffing and systems are now in place to enable both organizations to run independently following termination of the TSA.

Consistent with the termination of the TSA, Craig Blackwood has resigned as Chief Financial Officer of Longview and will remain as Vice President Finance and Chief Financial Officer of Advantage. Carey Baker has been appointed Chief Financial Officer of Longview. Carey was previously Controller for Longview and has 25 years of experience in the oil and gas sector.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Longview in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.

Advisory

The information in this press release contains certain forward-looking statements. These statements relate to future events or our future performance. More particularly, this press release contains statements concerning the anticipated closing date of the offering, the anticipated use of the net proceeds of the offering, the payment of the dividend to purchasers under the offering and the effect of the termination of the TSA on Advantage. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions. These statements involve substantial known and unknown risks and uncertainties, certain of which are beyond Advantage/Longview's control, including: the failure to receive all regulatory approvals for the offering, that the intended use of the net proceeds of the offering might change if the board of directors of Advantage determines that it would be in the best interests of Advantage to deploy the proceeds for some other purpose; the dividend payable to shareholders of record as at February 28, 2014 has not been declared and, if it is not declared, purchasers pursuant to the offering will not receive such dividend; if the closing of the offering is delayed purchasers pursuant to the offering will not receive such dividend; the impact of general economic conditions;
industry conditions; changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; fluctuations in commodity prices and foreign exchange and interest rates; stock market volatility and market valuations; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; uncertainties associated with estimating oil and natural gas reserves; competition for, among other things, capital, acquisitions, of reserves, undeveloped lands and skilled personnel; incorrect assessments of the value of acquisitions; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry and income trusts; geological, technical, drilling and processing problems and other difficulties in producing petroleum reserves; and obtaining required approvals of regulatory authorities. With respect to forward-looking statements contained in this press release assumptions have been made regarding, but not limited to: receipt of all required regulatory approvals for the offering; commodity prices and royalty regimes; availability of skilled labour; timing and amount of capital expenditures; future exchange rates; the price of oil and natural gas; the impact of increasing competition; and conditions in general economic and financial markets. Advantage/Longview's actual results, performance or achievement could differ materially from those expressed in, or implied by, such forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do, what benefits that Advantage/Longview will derive from them. Except as required by law, Advantage/Longview undertakes no obligation to publicly update or revise any forward-looking statements.