6-K 1 form6k_070909.htm REPORT OF FOREIGN PRIVATE ISSUER
 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16  UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of July, 2009

 

Commission File Number:  001-34406

 

ADVANTAGE OIL & GAS LTD.

(Translation of registrant’s name into English)

 

700, 400 – 3rd Avenue SW
Calgary, Alberta, Canada T2P 4H2

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  ___ 

Form 40-F    X  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ___

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ___

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

 

 

EXHIBIT          TITLE

99.1

Press release dated July 9, 2009 − Advantage Energy Income Fund Converted Into Advantage Oil & Gas Ltd.

                        

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

ADVANTAGE OIL & GAS LTD.
(Registrant)

 

 

By: 



/s/  Craig Blackwood



Date: July 9, 2009

 

 

Name: Craig Blackwood
Title:   Vice President, Finance

 

 

 

 

EXHIBIT 99.1

 

Advantage Oil & Gas Ltd. – News Release

July 9, 2009

FOR IMMEDIATE RELEASE

Advantage Energy Income Fund Converted Into Advantage Oil & Gas Ltd.

CALGARY, ALBERTA – Advantage Oil & Gas Ltd. ("AOG" or the "Corporation") (AAV – TSX, AAV – NYSE) announced today that it has completed the previously announced plan of arrangement (the "Arrangement") involving AOG and Advantage Energy Income Fund (the "Fund"), pursuant to which, the Fund converted into the Corporation.

Unitholders of the Fund voted 91.64% in favour of the Arrangement at the annual general and special meeting of Fund unitholders held earlier in the day. In accordance with the terms of the Arrangement, former unitholders of the Fund who have or will complete the letter of transmittal provided to such unitholders will receive common shares of AOG on a one-for-one basis. In addition, as part of the Arrangement, the Fund was dissolved and the Corporation assumed all of the existing liabilities of the Fund, including the Fund's convertible debentures which are now convertible debentures of the Corporation.

It is anticipated that the Corporation's common shares and convertible debentures will commence trading on the Toronto Stock Exchange under the new trading symbols "AAV", "AAV.DB.C", "AAV.DB.D", "AAV.DB.E", and "AAV.DB.G" and the Corporation's common shares will commence trading on the New York Stock Exchange under the symbol "AAV" on or about July 14, 2009. The trust units and convertible debentures of the Fund will be delisted at this time as well.

At the annual general and special meeting of the Fund, unitholders also approved the Shareholders' Rights Plan and the Restricted Share Performance Incentive Plan of AOG.

At the annual general and special meeting of the Fund, unitholders also appointed Stephen Balog, Kelly I. Drader, Paul Haggis, John A. Howard, Andy J. Mah, Ronald A. McIntosh, Sheila O'Brien, Carol D. Pennycook and Steven Sharpe as directors of the Corporation. Messrs. Gary Bourgeois and Rodger Tourigny did not stand for re-election as directors and AOG would like to express its sincere thanks to Messrs. Bourgeois and Tourigny for their dedicated service to the Corporation and the Fund over the previous eight years.

For further information contact:

Investor Relations

Toll free: 1-866-393-0393

 

ADVANTAGE OIL & GAS LTD.

700, 400 – 3rd Avenue SW, Calgary, Alberta T2P 4H2

Phone: (403) 718-8000, Fax: (403) 718-8300

Web Site: www.advantageog.com

E-mail: ir@advantageog.com

 

Advisory

The information in this press release contains certain forward-looking statements including, without limitation, the anticipated timing of the listing of AOG's common shares on the Toronto Stock Exchange and New York Stock Exchange; the listing of the convertible debentures on the Toronto Stock Exchange and the delisting of the Fund's trust units on the New York Stock Exchange and Toronto Stock Exchange and

 

 

delisting of the convertible debentures on the Toronto Stock Exchange. These statements relate to future events or our future performance. 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 AOG's control, including: 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; geological, technical, drilling and processing problems and other difficulties in producing petroleum reserves; and obtaining required approvals of regulatory authorities. AOG'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 AOG will derive from them. Except as expressly required by law, AOG undertakes no obligation to publicly update or revise any forward-looking statements.