EX-99.1 2 ex991.htm NEWS RELEASE DATED NOVEMBER 12, 2009 ex991.htm
Exhibit 99.1
News release via Canada NewsWire, Calgary 403-269-7605

	    Attention Business/Financial Editors:
	    Advantage Announces Third Quarter 2009 Results, Continued Success at
	    Glacier and A 44% Reduction in Debt Obligations

	    (TSX: AAV, NYSE: AAV)

	    CALGARY, Nov. 12 /CNW/ - Advantage Oil & Gas Ltd. ("Advantage" or the
"Corporation") is pleased to announce its unaudited operating and financial
results for the third quarter ended September 30, 2009.

	    <<
	    Financial and Operating Highlights

	                                  Three months ended      Nine months ended
	                                      September 30           September 30
	                                    2009       2008        2009        2008
	    -------------------------------------------------------------------------
	    Financial ($000, except as
	     otherwise indicated)
	    Revenue before
	     royalties(1)             $   93,101  $  195,384  $  330,710  $  592,757
	      per share(2)            $     0.58  $     1.39  $     2.21  $     4.27
	      per boe                 $    42.82  $    65.51  $    42.66  $    66.52
	    Funds from operations     $   42,104  $   93,345  $  149,285  $  291,717
	      per share(2)            $     0.26  $     0.67  $     1.00  $     2.10
	      per boe                 $    19.38  $    31.31  $    19.27  $    32.73
	    Expenditures on property
	     and equipment            $   42,658  $   67,744  $  111,020  $  156,279
	    Working capital
	     deficit(3)               $  109,581  $   72,928  $  109,581  $   72,928
	    Bank indebtedness         $  330,800  $  540,078  $  330,800  $  540,078
	    Convertible debentures
	     (face value)             $  132,221  $  219,195  $  132,221  $  219,195
	    Shares outstanding at
	     end of period (000)         162,476     141,333     162,476     141,333
	    Basic weighted average
	     shares (000)                161,182     140,192     149,916     138,806
	    Operating
	    Daily Production
	      Natural gas (mcf/d)         91,200     122,627     111,288     123,611
	      Crude oil and NGLs
	       (bbls/d)                    8,431      11,980       9,853      11,920
	      Total boe/d (at) 6:1        23,631      32,418      28,401      32,522
	    Average prices (including
	     hedging)
	      Natural gas ($/mcf)     $     6.10  $     7.55  $     6.07  $     8.32
	      Crude oil and NGLs
	       ($/bbl)                $    54.02  $   100.02  $    54.38  $    95.24

	    (1) includes realized derivative gains and losses
	    (2) based on basic weighted average shares outstanding
	    (3) working capital deficit includes accounts receivable, prepaid
	        expenses and deposits, accounts payable and accrued liabilities,
	        distributions payable, and the current portion of capital lease
	        obligations and convertible debentures
	    >>


	    MESSAGE TO SHAREHOLDERS

	    Advantage reduced its debt obligations by 44% and strengthened its
balance sheet through the completion of an equity financing and the closing of
two asset dispositions. Success continued at our Montney natural gas resource
play at Glacier, Alberta with strong well results, capital cost reductions and
approval of a new 50 mmcf/d gas plant that is now under construction.

	    <<
	    Financial

	    Funds from Operations Strengthened through Hedging Gains, Lower Royalty
	    Rates and Continued Reductions in Operating Costs

	    -   Funds from operations of $42.1 million for the third quarter of 2009
	        was supported by strong hedging gains, lower royalty rates and lower
	        operating costs. Funds from operations decreased 55% from the same
	        period in 2008 due to the sale of approximately 8,100 boe/d during
	        the third quarter and significantly lower commodity prices compared
	        to the high oil and natural gas prices realized during the third
	        quarter of 2008.

	    -   Advantage's third quarter capital program of $42.7 million was
	        substantially financed from our funds from operations. In excess of
	        80% of the third quarter capital program was invested at Glacier to
	        drill and complete wells and pre-order long lead equipment for our
	        new gas plant.

	    -   For the three months ended September 30, 2009, our hedging program
	        contributed a net gain of $24.6 million to funds from operations
	        which helped to partially mitigate the reduction in commodity prices.

	    -   Average daily production for the three months ended September 30,
	        2009 decreased 24% to 23,631 boe/d (64% natural gas) compared to the
	        second quarter of 2009. Production decreased 27% when compared to the
	        same period of 2008 due primarily to the sale of approximately
	        8,100 boe/d during the quarter. Natural gas production at Lookout
	        Butte (1,100 boe/d) remained shut-in through the entire third quarter
	        with additional curtailments at smaller operated and non-operated
	        properties (300 boe/d) due to low commodity prices. We anticipate
	        Lookout Butte and the smaller properties to resume production during
	        the latter portion of the fourth quarter with improved natural gas
	        prices.

	    -   Operating costs for the three months ended September 30, 2009 was
	        $11.55/boe which is a decrease of 16% when compared to the same
	        period in 2008 and a decrease of 7% from the second quarter of 2009.
	        Cost reductions are a result of optimization efforts, a lower service
	        and supply cost environment and the sale of higher cost properties.

	    -   Royalties during the third quarter of 2009 decreased 7% to a royalty
	        rate of 12.8% as compared to the same period of 2008. The decrease is
	        driven by significantly lower commodity prices and the impact of
	        Alberta's royalty incentive programs.

	    Continued Success at Glacier

	    Glacier - Phase I Update

	    -   Phase I of the Glacier development plan was completed during the
	        second quarter of 2009 with a total ten horizontal wells (8 Upper
	        Montney and 2 Lower Montney) placed on-production. Advantage's
	        Montney wells demonstrated 30 day initial production rates of
	        2 mmcf/d to over 5 mmcf/d which meets our expectations and is similar
	        to the majority of horizontal well results through the Swan, Tupper,
	        and Pouce Coupe South Montney fairway. Additional delineation
	        drilling and more production history will be required to better
	        define the longer term production trend on our extensive land base,
	        however we are pleased with the preliminary results and more recent
	        completion tests which support long term development plans for
	        Glacier. As more wells are drilled through our land base, we expect
	        'sweet spots' in the Montney to be further delineated and additional
	        resource potential in other formations to be evaluated which could
	        add more opportunity to the already significant drilling inventory.

	    -   Drilling in the Montney is economic at $4.00 to $4.50 Cdn AECO per
	        mcf and is considered one of the top tier natural gas resource plays
	        in North America. The economics are further enhanced by Advantage's
	        strong hedging position and the Alberta royalty and drilling
	        incentive programs.

	    Glacier - Phase II Development Program

	    -   Phase II began in July 2009 and involves the drilling of new wells
	        and facilities expansions to grow production capacity to a target of
	        50 mmcf/d during the second quarter of 2010. Production at Glacier is
	        anticipated to increase during the first quarter of 2010 and peak
	        during the second quarter of 2010.

	    -   All necessary regulatory approvals have been received for Advantage's
	        new 50 mmcf/d gas plant and construction has commenced. The
	        completion date for the new gas plant, additional compression and
	        expansion of the existing gas gathering system is targeted for the
	        second quarter of 2010.

	    -   From July 2009 to November 12, 2009, a total of 8 gross (8 net)
	        horizontal wells have been drilled by Advantage as operator and 7
	        gross (2.5 net) horizontal wells have been drilled on joint interest
	        lands through the deployment of up to four drilling rigs. Our Phase
	        II development plan, which continues to June 2010, includes a total
	        of 16 gross (16.0 net) horizontal wells, 1 gross (1 net) vertical
	        well and 16 gross (6.1 net) horizontal wells on joint interest lands.

	    -   To date, a total of 6 of the 15 gross horizontal wells drilled have
	        been completed and tested at an average test rate of 4.6 mmcf/d. One
	        of the horizontal wells on an Advantage three well horizontal pad
	        demonstrated the highest completion test rate to date at 9 mmcf/d
	        with a flowing pressure of 11 mpa (1,595 psig) after a 13 stage frac
	        was completed. The three well horizontal pad had a combined test rate
	        of over 18 mmcf/d at an average flowing pressure of 6.5 mpa
	        (940 psig).

	    -   Advantage employs a disciplined and continuous improvement approach
	        to optimize costs in order to improve project economics. Advantage's
	        strategy to capitalize on lower industry costs combined with improved
	        technical knowledge has reduced drilling costs per meter by 43% and
	        per frac costs by 57% since 2008. For example, we continue to improve
	        our understanding of the geology and variability within the Montney
	        fairway by employing techniques such as micro-seismic and production
	        logging to progress our learning curve.

	    -   Improvements in wellsite design from knowledge gained during the
	        commissioning of our initial ten producing horizontal wells could
	        lead to cost reductions by as much as 35% per well. The design
	        changes will be implemented during our Phase II development program
	        and could lead to significant long term cost savings over the life of
	        the Glacier project.

	    -   New wells drilled and placed on production between March 31, 2009 and
	        March 31, 2011 will qualify for the Alberta royalty incentive program
	        which includes a 5% royalty rate for the first year or 0.5 bcf of
	        production and an additional drilling credit of up to $200 per meter
	        of drilled depth subject to a maximum of 40% of Alberta crown
	        royalties paid by Advantage over a calendar year. The majority of
	        wells drilled during Phase II and Phase III will be directed
	        primarily at the Upper Montney to capture the benefits of the royalty
	        and drilling credit incentive program which is currently set to
	        expire on March 31, 2011. Increased drilling in the Lower Montney can
	        be deferred as the depth of the Lower Montney formation qualifies for
	        the previously announced Alberta deep drilling incentive program
	        which continues after March 31, 2011 and could result in
	        approximately $3.2 million in incentive credits per horizontal well.

	    Improved Financial Flexibility

	    -   In July 2009, we completed our conversion to a growth oriented
	        corporation and significantly improved our balance sheet by closing
	        two asset dispositions and completing an equity financing which
	        generated gross proceeds of $354.6 million.

	    -   Total outstanding debt obligations have been reduced by 44% from
	        $829 million at June 30, 2009 to $462 million at September 30, 2009.

	    -   Advantage's bank debt at September 30, 2009 is $330 million versus
	        our current credit facility of $525 million resulting in an
	        unutilized capacity of $195 million. A total of $132 million of
	        convertible debentures remain outstanding of which $69 will mature
	        mid-year 2010 and $63 at the end of 2011.

	    -   Advantage's tax pool position is estimated to be $1.5 billion net of
	        dispositions and provides a strong position to shield future cash
	        flows from corporate tax.

	    Strong Hedging Program to Support Future Cash Flow

	    -   Advantage's hedging program includes 82% of our net natural gas
	        production hedged for the fourth quarter of 2009 at an average price
	        of $8.17 Cdn AECO per mcf and 58% hedged for 2010 at an average price
	        of $7.46 Cdn AECO per mcf. Crude oil hedges for the fourth quarter of
	        2009 include 53% of our net crude oil production hedged at an average
	        floor price of $62.40 Cdn per bbl and 31% hedged for 2010 at an
	        average price of $67.83 Cdn per bbl. Details on our hedging program
	        are available on our website.

	    -   Our strategy will be to continue to employ a multi-year hedging
	        program to reduce the volatility in cash flow in support of capital
	        requirements.

	    Looking Forward

	    -   On July 8, 2009, Advantage announced an updated corporate capital
	        budget for the 12 month period ending June 2010. The corporate
	        capital budget has been set at $207 million (approximately
	        $110 million during H2 2009) and will continue to focus on our
	        Montney natural gas resource play at Glacier, Alberta. Phase II of
	        the development plan at Glacier will constitute approximately 80% of
	        our corporate capital budget.

	    -   Funds from operations for the 12 month period ending June 30, 2010
	        based on the mid-range of guidance is estimated at $196 million using
	        an average NYMEX natural gas price of $4.52 US/mmbtu (AECO $4.42
	        Cdn/mcf), WTI oil price of $77.90 US/bbl and an $0.93 Cdn/$US
	        exchange rate. Advantage's current hedging positions have been
	        included in the funds from operations estimate.

	    -   As a result of the continued shut-in of natural gas production at
	        Lookout Butte through the third quarter and the shut-in of several
	        smaller operated and non-operated properties due to lower natural gas
	        prices, we anticipate that production will trend towards the lower
	        end of the H2 2009 production guidance that was provided
	        (approximately 22,700 boe/d). The natural gas production shut-ins
	        from these properties have a smaller impact on funds from operations
	        due to the lower netbacks as they are not covered by our hedge
	        positions. Plans are to resume production from these properties as
	        natural gas prices improve through the fourth quarter. We also
	        anticipate that royalty rates will trend lower to approximately 13%
	        with operating costs between $11.50 and $12.00/boe through H2 2009.

	    -   A full year 2010 capital budget and guidance will be provided before
	        year-end 2009.
	    >>

	    Advantage is well positioned to pursue future development plans at
Glacier with our strong balance sheet, solid hedging position and conversion
to a growth oriented corporation. With a stable production base and an
inventory of over 500 drilling locations at Glacier, management will continue
to employ a disciplined approach to create long term growth in shareholder
value.


	    MANAGEMENT'S DISCUSSION & ANALYSIS

	    The following Management's Discussion and Analysis ("MD&A"), dated as of
November 12, 2009, provides a detailed explanation of the financial and
operating results of Advantage Oil & Gas Ltd. ("Advantage", the "Corporation",
"us", "we" or "our") for the three and nine months ended September 30, 2009
and should be read in conjunction with the consolidated financial statements
contained within this interim report and the audited financial statements and
MD&A of the predecessor legal entity, Advantage Energy Income Fund (the
"Fund") for the year ended December 31, 2008. The consolidated financial
statements have been prepared in accordance with Canadian generally accepted
accounting principles ("GAAP") and all references are to Canadian dollars
unless otherwise indicated. All per barrel of oil equivalent ("boe") amounts
are stated at a conversion rate of six thousand cubic feet of natural gas
being equal to one barrel of oil or liquids.

	    Forward-Looking Information

	    This MD&A contains certain forward-looking statements, which are based on
our current internal expectations, estimates, projections, assumptions and
beliefs. 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 or related expressions. These statements are not guarantees of future
performance.
	    In particular, forward-looking statements included in this MD&A include,
but are not limited to, statements with respect to average production and
projected exit rates; areas of operations; spending and capital budgets;
availability of funds for our capital program; the size of, and future net
revenues from, reserves; the focus of capital expenditures; expectations
regarding the ability to raise capital and to continually add to reserves
through acquisitions and development; projections of market prices and costs;
the performance characteristics of our properties; our future operating and
financial results; capital expenditure programs; supply and demand for oil and
natural gas; average royalty rates; and amount of general and administrative
expenses. In addition, statements relating to "reserves" or "resources" are
deemed to be forward-looking statements, as they involve the implied
assessment, based on certain estimates and assumptions that the resources and
reserves described can be profitably produced in the future.
	    These forward-looking statements involve substantial known and unknown
risks and uncertainties, many of which are beyond our control, including the
effect of acquisitions; changes in general economic, market and business
conditions; changes or fluctuations in production levels; unexpected drilling
results, changes in commodity prices, currency exchange rates, capital
expenditures, reserves or reserves estimates and debt service requirements;
changes to legislation and regulations and how they are interpreted and
enforced, changes to investment eligibility or investment criteria; our
ability to comply with current and future environmental or other laws; our
success at acquisition, exploitation and development of reserves; actions by
governmental or regulatory authorities including increasing taxes, changes in
investment or other regulations; the occurrence of unexpected events involved
in the exploration for, and the operation and development of, oil and gas
properties; competition from other producers; the lack of availability of
qualified personnel or management; changes in tax laws, royalty regimes and
incentive programs relating to the oil and gas industry and income trusts;
hazards such as fire, explosion, blowouts, cratering, and spills, each of
which could result in substantial damage to wells, production facilities,
other property and the environment or in personal injury; stock market
volatility; and ability to access sufficient capital from internal and
external sources. Many of these risks and uncertainties are described in the
Fund's Annual Information Form which is available at www.sedar.com and
www.advantageog.com. Readers are also referred to risk factors described in
other documents Advantage and the Fund files with Canadian securities
authorities.
	    With respect to forward-looking statements contained in this MD&A,
Advantage has made assumptions regarding: current 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; conditions in general economic and financial
markets; availability of drilling and related equipment; effects of regulation
by governmental agencies; royalty rates and future operating costs.
	    Management has included the above summary of assumptions and risks
related to forward-looking information provided in this MD&A in order to
provide shareholders with a more complete perspective on Advantage's future
operations and such information may not be appropriate for other purposes.
Advantage's actual results, performance or achievement could differ materially
from those expressed in, or implied by, these forward-looking statements and,
accordingly, no assurance can be given that any of the events anticipated by
the forward-looking statements will transpire or occur, or if any of them do
so, what benefits that Advantage will derive there from. Readers are cautioned
that the foregoing lists of factors are not exhaustive. These forward-looking
statements are made as of the date of this MD&A and Advantage disclaims any
intent or obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or results or otherwise,
other than as required by applicable securities laws.

	    Corporate Conversion and Asset Dispositions

	    On March 18, 2009, we announced that our Board of Directors had approved
conversion to a growth oriented corporation and a strategic asset disposition
program to increase financial flexibility.
	    On July 9, 2009, Unitholders of the Fund voted 91.64% in favour of the
corporate conversion at the annual general and special meeting of the Fund,
with subsequent approval by the courts. The conversion will enable Advantage
to pursue a business plan that is focused on the development and growth of the
Montney natural gas resource play at Glacier, Alberta.
	    The Corporation retained a financial advisor to assist with the
disposition of light oil and natural gas producing properties located in
Northeast British Columbia, West Central Alberta and Northern Alberta.
Proposals were received and evaluated by Advantage with two purchase and sale
agreements signed for net proceeds of $243.6 million, subject to further
adjustments, and representing production of approximately 8,100 boe/d. Both of
these sales successfully closed in July 2009 with the net proceeds used to
reduce outstanding debt. Advantage may utilize its credit facilities in the
future to redeem certain of the Corporation's convertible debentures as they
mature and to help finance its future capital program.
	    Given these business developments, historical operating and financial
performance will not be indicative of future performance.

	    Non-GAAP Measures

	    The Corporation discloses several financial measures in the MD&A that do
not have any standardized meaning prescribed under GAAP. These financial
measures include funds from operations, funds from operations per share and
cash netbacks. Management believes that these financial measures are useful
supplemental information to analyze operating performance, leverage and
provide an indication of the results generated by the Corporation's principal
business activities prior to the consideration of how those activities are
financed or how the results are taxed. Investors should be cautioned that
these measures should not be construed as an alternative to net income, cash
provided by operating activities or other measures of financial performance as
determined in accordance with GAAP. Advantage's method of calculating these
measures may differ from other companies, and accordingly, they may not be
comparable to similar measures used by other companies.
	    Funds from operations, as presented, is based on cash provided by
operating activities before expenditures on asset retirement and changes in
non-cash working capital. Funds from operations per share is based on the
number of shares outstanding during each applicable period. Cash netbacks are
dependent on the determination of funds from operations and include the
primary cash revenues and expenses on a per boe basis that comprise funds from
operations. Funds from operations reconciled to cash provided by operating
activities is as follows:

	    <<
	                  Three months ended            Nine months ended
	                     September 30                  September 30
	                    2009      2008    % change    2009      2008    % change
	    -------------------------------------------------------------------------
	    Cash provided
	     by operating
	     activities   $ 50,671  $115,521     (56)%  $131,506  $290,996     (55)%
	    Expenditures
	     on asset
	     retirement        868       344      152%     4,490     6,291     (29)%
	    Changes in
	     non-cash
	     working
	     capital        (9,435)  (22,520)    (58)%    13,289    (5,570)   (339)%
	    -------------------------------------------------------------------------
	    Funds from
	     operations   $ 42,104  $ 93,345     (55)%  $149,285  $291,717     (49)%
	    -------------------------------------------------------------------------



	    Overview
	                  Three months ended            Nine months ended
	                     September 30                  September 30
	                    2009      2008    % change    2009      2008    % change
	    -------------------------------------------------------------------------
	    Cash provided
	     by operating
	     activities
	     ($000)       $ 50,671  $115,521    (56)%   $131,506  $290,996     (55)%
	    Funds from
	     operations
	     ($000)       $ 42,104  $ 93,345    (55)%   $149,285  $291,717     (49)%
	      per
	       share(1)   $   0.26  $   0.67    (61)%   $   1.00  $   2.10     (52)%

	    (1) Based on basic weighted average shares outstanding.
	    >>

	    Cash provided by operating activities and funds from operations have
decreased significantly for the three and nine months ended September 30, 2009
as compared to the same periods of 2008 due to considerably lower revenue.
Lower revenue is the result of depressed commodity prices, partially offset by
substantial gains realized on strong derivative contracts, and lower
production from the successful asset dispositions that closed in July 2009.
The current global recession has resulted in drastic reductions in commodity
prices from lower demand and excess supply. This challenging environment has
continued into the fourth quarter of 2009 and we expect to see weak commodity
prices for the near-term. However, it is also important to recognize that
although commodity prices were weaker during the third quarter of 2009, our
cash netback actually increased 6% to $19.38 per boe from $18.26 per boe in
the second quarter of 2009. This improvement occurred as we realized
additional derivative gains as a higher proportion of our production was
hedged for the three months ended September 30, 2009. Additionally, we
realized decreases in both royalties and operating costs as compared to the
second quarter of 2009. We continue to experience lower operating costs per
boe as an aggressive optimization program through 2008 and into 2009 is
continuing to demonstrate positive benefits and we will seek further
opportunities to improve our operating cost structure.
	    The primary factor that causes significant variability of the
Corporation's cash provided by operating activities, funds from operations,
and net income is commodity prices. Refer to the section "Commodity Prices and
Marketing" for a more detailed discussion of commodity prices and our price
risk management.

	    <<
	    Revenue
	                  Three months ended            Nine months ended
	                     September 30                  September 30
	    ($000)          2009      2008    % change    2009      2008    % change
	    -------------------------------------------------------------------------
	    Natural gas
	     excluding
	     hedging      $ 24,266  $ 97,618     (75)%  $121,608  $303,299     (60)%
	    Realized
	     hedging
	     gains
	     (losses)       26,935   (12,480)   (316)%    62,837   (21,631)   (390)%
	    -------------------------------------------------------------------------
	    Natural gas
	     including
	     hedging      $ 51,201  $ 85,138     (40)%  $184,445  $281,668     (35)%
	    -------------------------------------------------------------------------
	    Crude oil and
	     NGLs
	     excluding
	     hedging      $ 44,204  $119,000     (63)%  $138,887  $330,370     (58)%
	    Realized
	     hedging
	     gains
	     (losses)       (2,304)   (8,754)    (74)%     7,378   (19,281)   (138)%
	    -------------------------------------------------------------------------
	    Crude oil and
	     NGLs
	     including
	     hedging      $ 41,900  $110,246     (62)%  $146,265  $311,089     (53)%
	    -------------------------------------------------------------------------
	    Total
	     revenue(1)   $ 93,101  $195,384     (52)%  $330,710  $592,757     (44)%
	    -------------------------------------------------------------------------

	    (1) Total revenue excludes unrealized derivative gains and losses.
	    >>

	    Natural gas, crude oil and NGLs revenues, excluding hedging, decreased
significantly for the three and nine months ended September 30, 2009, as
compared to 2008, due to lower commodity prices and production. Reduced
production is primarily due to our successful asset dispositions that closed
in July 2009 for net proceeds of $243.6 million, subject to further
adjustments, representing production of approximately 8,100 boe/d. Lower
commodity prices have continued from the ongoing global recession that has
reduced demand. For the three month period ended September 30, 2009, realized
natural gas prices, excluding hedging, decreased a substantial 67% while
realized crude oil and NGL prices, excluding hedging, decreased 47%. For the
nine month period ended September 30, 2009, realized natural gas prices,
excluding hedging, decreased 55% while realized crude oil and NGL prices,
excluding hedging, decreased 49%. However, as a result of our commodity price
risk management program, we recognized natural gas and crude oil hedging net
gains of $24.6 million and $70.2 million for the three and nine months ended
September 30, 2009, respectively. The Corporation enters derivative contracts
whereby realized hedging gains and losses partially offset commodity price
fluctuations, which can positively or negatively impact revenues.


	    <<
	    Production

	                  Three months ended            Nine months ended
	                     September 30                  September 30
	                    2009      2008    % change    2009      2008    % change
	    -------------------------------------------------------------------------
	    Natural gas
	     (mcf/d)        91,200   122,627     (26)%   111,288   123,611     (10)%
	    Crude oil
	     (bbls/d)        6,289     9,566     (34)%     7,643     9,576     (20)%
	    NGLs (bbls/d)    2,142     2,414     (11)%     2,210     2,344      (6)%
	    -------------------------------------------------------------------------
	    Total (boe/d)   23,631    32,418     (27)%    28,401    32,522     (13)%
	    -------------------------------------------------------------------------
	    Natural gas (%)    64%       63%                 65%       63%
	    Crude oil (%)      27%       30%                 27%       29%
	    NGLs (%)            9%        7%                  8%        8%
	    >>

	    Average daily production for the third quarter of 2009 was 24% lower than
the second quarter of 2009 and 27% lower than the same period of the prior
year due to the successfully completed asset dispositions that closed in July
2009 for net proceeds of $243.6 million, subject to further adjustments. Net
proceeds were used to reduce outstanding bank indebtedness. The disposed
properties represented approximately 8,100 boe/d of production. Production of
1,100 boe/d at our Lookout Butte property in Southern Alberta has remained
shut-in since August 2008 due to an extended third party outage at the
Waterton gas plant where a significant modification project was underway. The
modification project is substantially completed and our production will be
brought back on production as commodity prices improve. Additionally, we
experienced curtailments during the current quarter of approximately 300 boe/d
at smaller operated and non-operated properties due to continued poor natural
gas prices. It is anticipated that these smaller properties will also resume
production as natural gas prices increase during the later portion of the
fourth quarter.

	    <<
	    Commodity Prices and Marketing

	    Natural Gas

	                  Three months ended            Nine months ended
	                     September 30                  September 30
	    ($/mcf)         2009      2008    % change    2009      2008    % change
	    -------------------------------------------------------------------------
	    Realized
	     natural gas
	     prices
	      Excluding
	       hedging    $   2.89  $   8.65     (67)%  $   4.00  $   8.95     (55)%
	      Including
	       hedging    $   6.10  $   7.55     (19)%  $   6.07  $   8.32     (27)%
	    AECO monthly
	     index        $   3.03  $   9.27     (67)%  $   4.10  $   8.58     (52)%
	    >>

	    Realized natural gas prices, excluding hedging, were significantly lower
for the three and nine months ended September 30, 2009 than the same periods
of 2008 and decreased 19% from the second quarter of 2009 resulting in some of
the lowest prices that Advantage has ever experienced. Fortunately, our
commodity hedging strategy resulted in realized natural gas prices, including
hedging, that exceed current market prices. This has significantly mitigated
the negative impact from lower natural gas prices and has protected cash flow.
The 2007/2008 winter season in North America caused inventory levels to
decline to approximately the five-year average resulting in stronger prices
during early 2008. However, since the second half of 2008 there has been
significant softening of natural gas prices from higher US domestic natural
gas production, mild weather conditions and forecasts, and the ongoing global
recession that has impacted demand. These factors have resulted in much higher
inventory levels that continue to place considerable downward pressure on
natural gas prices. Unfortunately, these conditions have continued with AECO
gas presently trading at approximately $3.30/GJ. Although we continue to
believe in the longer-term pricing fundamentals for natural gas, we are
concerned about the current pricing and economic environment that has the
potential to extend for a considerable period of time. The global recession
could delay the recovery of natural gas pricing longer than anticipated. While
the current pricing situation is quite weak, some of the factors that we
believe will support stronger future natural gas prices include: (i)
significantly less natural gas drilling projected in Canada and the US, which
will reduce productivity to offset declines, (ii) the increasing focus on
resource style natural gas wells, which have high initial declines, and which
are becoming a larger proportion of the total natural gas supply based in
Canada and the US, (iii) the potential demand for natural gas for the Canadian
oil sands projects, and (iv) fuel switching to natural gas.

	    <<
	    Crude Oil and NGLs

	                  Three months ended            Nine months ended
	                     September 30                  September 30
	    ($/bbl)         2009      2008    % change    2009      2008    % change
	    -------------------------------------------------------------------------
	    Realized
	     crude oil
	     prices
	      Excluding
	       hedging    $  65.34  $ 112.35     (42)%  $  56.24  $ 104.52     (46)%
	      Including
	       hedging    $  61.36  $ 102.40     (40)%  $  59.77  $  97.17     (38)%
	    Realized
	     NGLs prices
	      Excluding
	       hedging    $  32.46  $  90.60     (64)%  $  35.72  $  87.37     (59)%
	    Realized
	     crude oil
	     and NGL
	     prices
	      Excluding
	       hedging    $  56.99   $107.96     (47)%  $  51.64  $ 101.15     (49)%
	      Including
	       hedging    $  54.02  $ 100.02     (46)%  $  54.38  $  95.24     (43)%
	    WTI ($US/bbl) $  68.29  $ 118.13     (42)%  $  57.13  $ 113.38     (50)%
	    $US/$Canadian
	     exchange
	     rate         $   0.91  $   0.96      (5)%  $   0.86  $   0.98     (12)%
	    >>

	    Realized crude oil and NGLs prices, excluding hedging, decreased
considerably for the three and nine months ended September 30, 2009, as
compared to the same periods of 2008 and increased 2% from the second quarter
of 2009. Advantage's realized crude oil price may not change to the same
extent as WTI, due to changes in the $US/$Canadian exchange rate, and changes
in Canadian crude oil differentials relative to WTI. The price of WTI
fluctuates based on worldwide supply and demand fundamentals. There has been
significant price volatility experienced over the last several years whereby
WTI reached historic high levels in the first half of 2008, followed by a
record decline in the latter half of the year and into 2009, the result of
demand destruction brought on by the global recession. There has been a
respectable improvement during the second and third quarters of 2009, and WTI
is currently trading at approximately US$79/bbl. We continue to believe that
the long-term pricing fundamentals for crude oil remain strong with many
factors affecting the continued strength including (i) supply management and
supply restrictions by the OPEC cartel, (ii) frequent civil unrest in various
crude oil producing countries and regions, (iii) strong relative demand in
developing countries, particularly in China and India, and (iv) production
declines and reduced drilling.

	    Commodity Price Risk

	    The Corporation's operational results and financial condition will be
dependent on the prices received for oil and natural gas production. Oil and
natural gas prices have fluctuated widely during recent years and are
determined by economic and, in the case of oil prices, political factors.
Supply and demand factors, including weather and general economic conditions
as well as conditions in other oil and natural gas regions, impact prices. Any
movement in oil and natural gas prices could have an effect on the
Corporation's financial condition and performance. As current and future
practice, Advantage has established a financial hedging strategy and may
manage the risk associated with changes in commodity prices by entering into
derivatives. Although these commodity price risk management activities could
expose Advantage to losses or gains, entering derivative contracts helps us to
stabilize cash flows and ensures that our capital expenditure program is
substantially funded by such cash flows. To the extent that Advantage engages
in risk management activities related to commodity prices, it will be subject
to credit risk associated with counterparties with which it contracts. Credit
risk is mitigated by entering into contracts with only stable, creditworthy
parties and through frequent reviews of exposures to individual entities.
	    We have been active in entering new financial contracts to protect future
cash flows and currently the Corporation has fixed commodity prices on
anticipated production as follows:

	    <<
	                                  Approximate
	                                   Production
	                                Hedged, Net of     Average         Average
	    Commodity                     Royalties(1)   Floor Price   Ceiling Price
	    -------------------------------------------------------------------------
	    Natural gas - AECO
	      October to December 2009        82%       Cdn$8.17/mcf    Cdn$8.17/mcf
	      -----------------------------------------------------------------------
	      January to March 2010           81%       Cdn$7.64/mcf    Cdn$7.64/mcf
	      April to June 2010              59%       Cdn$7.53/mcf    Cdn$7.53/mcf
	      July to September 2010          45%       Cdn$7.27/mcf    Cdn$7.27/mcf
	      October to December 2010        46%       Cdn$7.27/mcf    Cdn$7.27/mcf
	      -----------------------------------------------------------------------
	      Total 2010                      58%       Cdn$7.46/mcf    Cdn$7.46/mcf
	      -----------------------------------------------------------------------

	      January 2011                    24%       Cdn$7.25/mcf    Cdn$7.25/mcf
	      -----------------------------------------------------------------------

	    Crude Oil - WTI
	      October to December 2009        53%      Cdn$62.40/bbl   Cdn$69.40/bbl
	      -----------------------------------------------------------------------
	      January to March 2010           28%      Cdn$62.80/bbl   Cdn$62.80/bbl
	      April to June 2010              30%      Cdn$69.50/bbl   Cdn$69.50/bbl
	      July to September 2010          32%      Cdn$69.50/bbl   Cdn$69.50/bbl
	      October to December 2010        34%      Cdn$69.50/bbl   Cdn$69.50/bbl
	      -----------------------------------------------------------------------
	      Total 2010                      31%      Cdn$67.83/bbl   Cdn$67.83/bbl
	      -----------------------------------------------------------------------

	      January 2011                    35%      Cdn$69.50/bbl   Cdn$69.50/bbl
	      -----------------------------------------------------------------------
	    (1) Approximate production hedged is based on our assumed average
	        production by quarter, net of royalty payments, and takes into
	        consideration our asset dispositions that closed in July 2009.
	    >>

	    For the nine month period ended September 30, 2009, we recognized in
income a net realized derivative gain of $70.2 million (September 30, 2008 -
$40.9 million net realized derivative loss) on settled derivative contracts.
As at September 30, 2009, the fair value of the derivatives outstanding and to
be settled was a net asset of approximately $31.7 million (December 31, 2008 -
$41.0 million net asset). For the nine months ended September 30, 2009, $9.3
million was recognized in income as an unrealized derivative loss (September
30, 2008 - $4.8 million unrealized derivative gain) due to changes in the fair
values of these contracts since December 31, 2008. The valuation of the
derivatives is the estimated fair value to settle the contracts as at
September 30, 2009 and is based on pricing models, estimates, assumptions and
market data available at that time. As such, the recognized amounts are not
cash and the actual gains or losses realized on eventual cash settlement can
vary materially due to subsequent fluctuations in commodity prices as compared
to the valuation assumptions. The Corporation does not apply hedge accounting
and current accounting standards require changes in the fair value to be
included in the consolidated statement of income and comprehensive income as
an unrealized derivative gain or loss with a corresponding derivative asset
and liability recorded on the balance sheet. These derivative contracts will
settle from October 2009 to January 2011 corresponding to when the Corporation
will receive revenues from production.

	    <<
	    Royalties

	                  Three months ended            Nine months ended
	                     September 30                  September 30
	                    2009      2008    % change    2009      2008    % change
	    -------------------------------------------------------------------------
	    Royalties
	     ($000)       $  8,749  $ 42,957     (80)%  $ 37,620  $123,011     (69)%
	      per boe     $   4.02  $  14.40     (72)%  $   4.85  $  13.80     (65)%
	    As a
	     percentage
	     of revenue,
	     excluding
	     hedging          12.8%     19.8%   (7.0)%      14.4%     19.4%    (5.0)%
	    >>

	    Advantage pays royalties to the owners of mineral rights from which we
have leases. The Corporation currently has mineral leases with provincial
governments, individuals and other companies. Royalties have decreased in
total for the three and nine months ended September 30, 2009 compared to the
same periods of 2008 due to the decrease in revenue from significantly lower
commodity prices and reduced production from our asset dispositions completed
in July 2009. Royalties as a percentage of revenue, excluding hedging, have
also decreased as compared to 2008. Effective January 1, 2009, the Alberta
Provincial Government implemented a new royalty framework for conventional
oil, natural gas and oil sands and Alberta royalties are now affected by
depths and productivity of wells and commodity prices. Given our production
profile and the current commodity price environment, our royalty rate has
decreased as compared to prior periods. Additionally, the Alberta Provincial
Government has implemented a number of drilling incentive programs whereby the
majority of our new wells brought on production since April 1, 2009 will
benefit from a reduced 5% royalty rate on the first 500 mmcf produced or
one-year, which ever comes first. We expect our corporate royalty rate to be
in the range of 12% to 16% for 2009 given the current commodity price
environment.

	    <<
	    Operating Costs

	                  Three months ended            Nine months ended
	                     September 30                  September 30
	                    2009      2008    % change    2009      2008    % change
	    -------------------------------------------------------------------------
	    Operating
	     costs ($000) $ 25,114  $ 41,229     (39)%  $ 96,175  $121,418     (21)%
	      per boe     $  11.55  $  13.82     (16)%  $  12.40  $  13.63      (9)%
	    >>

	    Total operating costs decreased 39% and 21% for the three and nine months
ended September 30, 2009 as compared to the 2008 respective periods, which
resulted in a corresponding reduction in operating costs per boe by 16% and
9%. When compared to the second quarter of 2009, total operating costs
decreased 28% and operating costs per boe decreased by 7%. The lower total
operating costs has been primarily due to reduced production from our asset
dispositions completed in July 2009. We continue to experience lower operating
costs per boe as an aggressive optimization program through 2008 and into 2009
is continuing to demonstrate positive benefits and we will seek further
opportunities to improve our operating cost structure.

	    <<
	    General and Administrative

	                  Three months ended            Nine months ended
	                     September 30                  September 30
	                    2009      2008   % change     2009      2008    % change
	    -------------------------------------------------------------------------
	    General and
	     administrative
	      expense -
	       cash
	       ($000)     $  7,097 $  6,300      13%     $ 20,636  $ 20,224       2%
	      per boe     $   3.26 $   2.11      55%     $   2.66  $   2.27      17%
	    General and
	     administrative
	      expense -
	       non-cash
	       ($000)     $  6,127 $      -       -%     $  7,816  $  (929)   (941)%
	      per boe     $   2.82 $      -       -%     $   1.01  $ (0.10) (1,108)%
	    Employees at
	     September 30                                     133       170     (22)%
	    >>

	    General and administrative ("G&A") expense for the three and nine months
ended September 30, 2009 has increased compared to the same periods of 2008
primarily due to costs associated with our corporate conversion and
reorganization. Approximately $2.2 million was incurred directly for the
corporate conversion that was completed in July 2009 and $1.7 million for
severance costs. As a result of reducing staff levels, we were also able to
consolidate office space that will operationally and administratively benefit
Advantage. However, certain office space was completely vacated and we were
required to recognize $3.8 million as non-cash G&A expense with a
corresponding liability representing the full amount of all future related
lease payments. The office lease ends November 2012 and we will look for
opportunities to sublease the space to mitigate associated costs.
	    Upon conversion to a corporation on July 9, 2009, Advantage implemented a
new Restricted Share Performance Incentive Plan ("RSPIP" or the "Plan") as
approved by the shareholders with the purpose to retain and attract employees,
to reward and encourage performance, and to focus employees on operating and
financial performance that results in lasting shareholder return. The Plan
authorizes the Board of Directors to grant restricted shares to service
providers of the Corporation, including directors, officers, employees and
consultants. The number of restricted shares granted is based on the
Corporation's share price return for a twelve-month period and compared to a
peer group approved by the Board of Directors. The share price return is
calculated at the end of each and every quarter and is primarily based on the
12-month change in the share price. If the share price return for a 12-month
period is positive, a restricted share grant will be calculated based on the
return. If the share price return for a 12-month period is negative, but the
return is still within the top two-thirds of the approved peer group
performance, the Board of Directors may choose a discretionary restricted
share grant. The restricted share grants generally vest one-third immediately
on grant date, with the remaining two-thirds vesting evenly on the following
two yearly anniversary dates. The holders of restricted shares may elect to
receive cash upon vesting in lieu of the number of shares to be issued,
subject to consent of the Corporation. Compensation cost related to the Plan
is recognized as compensation expense within G&A expense over the service
period and incorporates the share grant price, the estimated number of
restricted shares to vest, and certain management estimates. The maximum
amount of restricted shares granted in any one quarter is limited to 50% of
the base salaries of those individuals participating in the Plan for such
period.
	    For the nine months ended September 30, 2009, we recognized $4.1 million
of non-cash equity-based compensation expense related to restricted shares
granted to service providers. Prior to the conversion to a corporation, the
Fund had a Restricted Trust Unit Plan and granted Restricted Trust Units
("RTUs") to service providers in January 2009. This grant was valued at $3.8
million to be issued in Trust Units at $5.49 per Trust Unit. The RTUs were
deemed to be granted in January 2009 with 171,093 Trust Units issued for the
first one-third of the grant that vested immediately and 379,009 RTUs
representing the remaining two-thirds of the grant that will vest over the
subsequent two anniversary dates. Since conversion to a corporation, the RTUs
are now considered restricted shares and will be settled by the issuance of
shares of the Corporation, with corresponding compensation expense recognized
over the service period. In conjunction with the corporate conversion, a
transitional award of restricted shares to service providers was approved by
shareholders valued at $8.4 million to be issued in shares at $5.80 per share.
The restricted shares were deemed to be granted in September 2009 with 251,867
shares issued for the first one-quarter of the grant that vested immediately
and 1,090,207 restricted shares representing the remaining three-quarters of
the grant that will vest over the subsequent three anniversary dates.
Compensation expense is recognized over the service period and included in
general and administrative expense.

	    <<
	    Management Internalization

	                  Three months ended            Nine months ended
	                     September 30                  September 30
	                    2009      2008    % change    2009      2008    % change
	    -------------------------------------------------------------------------
	    Management
	     internalization
	     ($000)       $      -  $  1,118    (100)%  $  1,724  $  6,048     (71)%
	      per boe     $      -  $   0.37    (100)%  $   0.22  $   0.68     (67)%
	    >>

	    In 2006, the Fund and Advantage Investment Management Ltd. (the
"Manager") reached an agreement to internalize the pre-existing management
contract arrangement. As part of the agreement, the Fund agreed to purchase
all of the outstanding shares of the Manager pursuant to the terms of the
arrangement, thereby eliminating the management fee and performance incentive
effective April 1, 2006. The Trust Unit consideration issued in exchange for
the outstanding shares of the Manager was placed in escrow for a 3-year period
and was deferred and amortized into income as management internalization
expense over the specific vesting periods during which employee services were
provided. Management internalization has decreased during 2009 when compared
to 2008 as the Trust Units held in escrow continued to vest during the service
periods. As of June 23, 2009, the final Trust Units held in escrow vested and
there will be no subsequent management internalization expense recognized.

	    <<
	    Interest on Bank Indebtedness

	                   Three months ended            Nine months ended
	                     September 30                  September 30
	                    2009      2008    % change    2009      2008    % change
	    -------------------------------------------------------------------------
	    Interest
	     expense
	     ($000)       $  6,331  $  6,579      (4)%  $ 14,686  $ 21,463     (32)%
	      per boe     $   2.91  $   2.21       32%  $   1.89  $   2.41     (22)%
	    Average
	     effective
	     interest
	     rate              5.6%      4.8%     0.8%       4.4%      5.2%   (0.8)%
	    Bank
	     indebtedness
	     at
	     September 30
	     ($000)                                     $330,800  $540,078     (39)%
	    >>

	    Total interest expense decreased 4% and 32% for the three and nine months
ended September 30, 2009 as compared to 2008, respectively. The interest
expense decrease is the result of average lower interest rates during the
periods as bank lending rates declined significantly in response to rate
reductions enacted by central banks to stimulate the economy. This reduced
interest expense was partially offset by additional interest on a higher
average debt balance during early 2009. The Corporation's interest rates are
primarily based on short term bankers acceptance rates plus a stamping fee. In
June 2009 our credit facility was renewed and is subject to higher basis point
and stamping fee adjustments ranging from 1.5% to 4.0%, depending on the
Corporation's debt to cash flow ratio. Therefore, we expect that our average
effective interest rate will be higher during the following quarters than
compared to early 2009; however, this will be somewhat offset by lower
interest expense on the significantly reduced debt level that has resulted
from the July 2009 asset dispositions and equity financing. We monitor the
debt level to ensure an optimal mix of financing and cost of capital that will
provide a maximum return to our shareholders. Our current credit facilities
have been a favorable financing alternative with an effective interest rate of
only 4.4% for the nine months ended September 30, 2009.

	    <<
	    Interest and Accretion on Convertible Debentures

	                   Three months ended            Nine months ended
	                     September 30                  September 30
	                    2009      2008    % change    2009      2008    % change
	    -------------------------------------------------------------------------
	    Interest on
	     convertible  $  3,354  $  4,156     (19)%  $ 11,332  $ 12,547     (10)%
	     debentures
	     ($000)
	      per boe     $   1.54  $   1.39       11%  $   1.46  $   1.41        4%
	    Accretion on
	     convertible  $    612  $    712     (14)%  $  1,975  $  2,152      (8)%
	     debentures
	     ($000)
	      per boe     $   0.28  $   0.24       17%  $   0.25  $   0.24        4%
	    Convertible
	     debentures
	     maturity
	      value at
	      September 30
	      ($000)                                    $132,221  $219,195     (40)%
	    >>

	    Interest and accretion on convertible debentures for the three and nine
months ended September 30, 2009 has decreased compared to 2008 due to the
maturity of the 9.00% debentures on August 1, 2008, the 8.25% debentures on
February 1, 2009, and the 8.75% debentures on June 30, 2009. Our 7.50%
convertible debentures were also settled on September 30, 2009 and will result
in lower interest and accretion in subsequent periods. Interest and accretion
per boe has increased in 2009 relative to 2008 due to the reduced production
from the asset dispositions that closed in July 2009.

	    <<
	    Depletion, Depreciation and Accretion

	                   Three months ended            Nine months ended
	                     September 30                  September 30
	                    2009      2008    % change    2009      2008    % change
	    -------------------------------------------------------------------------
	    Depletion,
	     depreciation
	     and
	     accretion
	     ($000)       $ 62,499  $ 78,420     (20)%  $204,598  $230,004     (11)%
	      per boe     $  28.75  $  26.29        9%  $  26.39  $  25.81        2%
	    >>

	    Depletion and depreciation of fixed assets is provided on the
"unit-of-production" method based on total proved reserves. Accretion
represents the increase in the asset retirement obligation liability each
reporting period due to the passage of time. The depletion, depreciation and
accretion ("DD&A") provision has decreased for the three and nine months ended
September 30, 2009 compared to 2008 due to lower production resulting from the
asset dispositions that closed in July 2009. However, the asset dispositions
have also increased the DD&A per boe as compared to 2008 since the net
proceeds received per boe of proved reserves was generally less than the net
book value accumulated by Advantage from all past acquisitions and development
activities.

	    Taxes

	    Current taxes paid or payable for the nine months ended September 30,
2009 amounted to $1.0 million, compared to $2.4 million expensed for the same
period of 2008. Current taxes primarily represent Saskatchewan resource
surcharge, which is based on the petroleum and natural gas revenues within the
province of Saskatchewan. The reduction from 2008 is primarily due to the
corresponding decrease in commodity prices during 2009.
	    On July 9, 2009, the Fund was converted into the Corporation. For the
nine months ended September 30, 2009, the Corporation recognized a total
future income tax reduction of $3.9 million compared to $15.6 million for the
same period of 2008. As at September 30, 2009, the Corporation had a total
future income tax liability balance of $50.6 million, compared to $55.9
million at December 31, 2008. Included in the future income tax expense of
$17.0 million recognized in the third quarter of 2009 was a future income tax
expense impact of $24.0 million related to the corporate conversion.

	    <<
	    Net Income (Loss)

	                   Three months ended            Nine months ended
	                     September 30                  September 30
	                    2009      2008    % change    2009      2008    % change
	    -------------------------------------------------------------------------
	    Net income
	     (loss)
	     ($000)       $(53,293) $113,391    (147)%  $(72,213) $ 74,900    (196)%
	      per share
	       - Basic    $  (0.33) $   0.81    (141)%  $  (0.48) $   0.54    (189)%
	       - Diluted  $  (0.33) $   0.79    (142)%  $  (0.48) $   0.54    (189)%
	    >>

	    Net loss for the three months ended September 30, 2009 was $53.3 million,
as compared to net income of $113.4 million for the same period of 2008. For
the nine months ended September 30, 2009, we experienced a net loss of $72.2
million, as opposed to the $74.9 million net income for the first nine months
of 2008. This year has presented major challenges relating to the commodity
price environment that has adversely impacted revenues, excluding hedging,
with reductions of 68% and 59% for the three and nine months ended September
30, 2009, respectively. These lower revenues were considerably mitigated by
our successful hedging program that has resulted in realized hedging gains of
$24.6 million and $70.2 million for the three and nine months ended September
30, 2009. The lower revenues have also been partially offset from a
significant reduction in royalties and lower Alberta Provincial royalty rates.
Additionally, we continue to experience lower operating costs as an aggressive
optimization program through 2008 and into 2009 is continuing to demonstrate
positive benefits and we will seek further opportunities to improve our
operating cost structure. A significant impact on our net income for this
quarter has been the corporate conversion that resulted in the recognition of
several one-time costs in G&A expense totally $7.7 million and a future income
tax expense of $24.0 million.

	    <<
	    Cash Netbacks

	                                                Three months ended
	                                                   September 30
	                                             2009                2008
	                                        $000     per boe    $000     per boe
	    -------------------------------------------------------------------------
	    Revenue                           $ 68,470  $  31.49  $216,618  $  72.63
	    Realized gain (loss) on
	     derivatives                        24,631     11.33   (21,234)    (7.12)
	    Royalties                           (8,749)    (4.02)  (42,957)   (14.40)
	    Operating costs                    (25,114)   (11.55)  (41,229)   (13.82)
	    -------------------------------------------------------------------------
	    Operating                         $ 59,238  $  27.25  $111,198  $  37.29
	    General and administrative(1)       (7,097)    (3.26)   (6,300)    (2.11)
	    Interest                            (6,331)    (2.91)   (6,579)    (2.21)
	    Interest on convertible
	     debentures(2)                      (3,354)    (1.54)   (4,156)    (1.39)
	    Income and capital taxes              (352)    (0.16)     (818)    (0.27)
	    -------------------------------------------------------------------------
	    Funds from operations and
	     cash netbacks                    $ 42,104  $  19.38  $ 93,345  $  31.31
	    -------------------------------------------------------------------------


	                                                 Nine months ended
	                                                   September 30
	                                             2009                2008
	                                        $000     per boe    $000     per boe
	    -------------------------------------------------------------------------
	    Revenue                           $260,495  $  33.60  $633,669  $  71.11
	    Realized gain (loss) on
	     derivatives                        70,215      9.06   (40,912)    (4.59)
	    Royalties                          (37,620)    (4.85) (123,011)   (13.80)
	    Operating costs                    (96,175)   (12.40) (121,418)   (13.63)
	    -------------------------------------------------------------------------
	    Operating                         $196,915  $  25.41  $348,328  $  39.09
	    General and administrative(1)      (20,636)    (2.66)  (20,224)    (2.27)
	    Interest                           (14,686)    (1.89)  (21,463)    (2.41)
	    Interest on convertible
	     debentures(2)                     (11,332)    (1.46)  (12,547)    (1.41)
	    Income and capital taxes              (976)    (0.13)   (2,377)    (0.27)
	    -------------------------------------------------------------------------
	    Funds from operations and
	     cash netbacks                    $149,285  $  19.27  $291,717  $  32.73
	    -------------------------------------------------------------------------

	    (1) General and administrative expense excludes non-cash G&A and equity-
	        based compensation expense.
	    (2) Interest on convertible debentures excludes non-cash accretion
	        expense.
	    >>

	    Funds from operations and cash netbacks decreased in total and per boe
for the three and nine months ended September 30, 2009 compared to the same
periods of 2008. The lower cash netback in total and per boe is primarily due
to much weaker commodity prices, particularly natural gas, which adversely
impacted revenue. However, as a result of our successful commodity price risk
management program, we were able to realize significant offsetting gains on
derivatives. Royalties also decreased during the periods as would be expected
since they are significantly influenced by commodity prices. Operating costs,
which had increased steadily over the 2008 year, have started to decrease as
we begin to realize benefits from our ongoing optimization efforts.
	    When compared to the second quarter of 2009, our cash netbacks per boe
actually increased 6% to $19.38 per boe from $18.26 per boe in the second
quarter of 2009. This improvement occurred as we realized additional
derivative gains as a higher proportion of our production was hedged for the
three months ended September 30, 2009. Additionally, we realized decreases in
both royalties and operating costs as compared to the second quarter of 2009.

	    Contractual Obligations and Commitments

	    The Corporation has contractual obligations in the normal course of
operations including purchases of assets and services, operating agreements,
transportation commitments, sales contracts and convertible debentures. These
obligations are of a recurring and consistent nature and impact cash flow in
an ongoing manner. The following table is a summary of the Corporation's
remaining contractual obligations and commitments. Advantage has no guarantees
or off-balance sheet arrangements other than as disclosed.

	    <<
	                                          Payments due by period
	    ($ millions)               Total    2009    2010    2011    2012    2013
	    -------------------------------------------------------------------------
	    Building leases           $  7.4  $  0.9  $  3.9  $  1.5  $  1.1  $    -
	    Capital leases               4.9     0.8     2.2     1.9       -       -
	    Pipeline/transportation      4.1     0.4     1.8     0.9     0.5     0.5
	    Convertible debentures(1)  132.2       -    69.9    62.3       -       -
	    -------------------------------------------------------------------------
	    Total contractual
	     obligations              $148.6  $  2.1  $ 77.8  $ 66.6  $  1.6  $  0.5
	    -------------------------------------------------------------------------

	    (1) As at September 30, 2009, Advantage had $132.2 million convertible
	        debentures outstanding (excluding interest payable during the various
	        debenture terms). Each series of convertible debentures are
	        convertible to shares based on an established conversion price. All
	        remaining obligations related to convertible debentures can be
	        settled through the payment of cash or issuance of shares at
	        Advantage's option.

	    (2) Bank indebtedness of $330.8 million has been excluded from the
	        contractual obligations table as the credit facilities constitute a
	        revolving facility for a 364 day term which is extendible annually
	        for a further 364 day revolving period at the option of the
	        syndicate. If not extended, the revolving credit facility is
	        converted to a one year term facility with repayment due one year
	        after commencement of the term.

	    Liquidity and Capital Resources

	    The following table is a summary of the Corporation's capitalization
structure.

	    ($000, except as otherwise indicated)                 September 30, 2009
	    -------------------------------------------------------------------------
	    Bank indebtedness (long-term)                                 $  330,800
	    Working capital deficit(1)                                       109,581
	    -------------------------------------------------------------------------
	    Net debt                                                      $  440,381
	    -------------------------------------------------------------------------
	    Shares outstanding (000)                                         162,476
	    Shares closing market price ($/share)                         $     7.57
	    -------------------------------------------------------------------------
	    Shares outstanding market value                               $1,229,946
	    -------------------------------------------------------------------------
	    Convertible debentures maturity value (long-term)             $   62,294
	    Capital lease obligations (long term)                         $    2,041
	    -------------------------------------------------------------------------
	    Total capitalization                                          $1,734,662
	    -------------------------------------------------------------------------

	    (1) Working capital deficit includes accounts receivable, prepaid
	        expenses and deposits, accounts payable and accrued liabilities,
	        and the current portion of capital lease obligations and convertible
	        debentures.
	    >>

	    Advantage monitors its capital structure and makes adjustments according
to market conditions in an effort to meet its objectives given the current
outlook of the business and industry in general. The capital structure of the
Corporation is composed of working capital (excluding derivative assets and
liabilities), bank indebtedness, convertible debentures, capital lease
obligations and shareholders' equity. Advantage may manage its capital
structure by issuing new shares, repurchasing outstanding shares, obtaining
additional financing either through bank indebtedness or convertible debenture
issuances, refinancing current debt, issuing other financial or equity-based
instruments, declaring a dividend, implementing a dividend reinvestment plan,
adjusting capital spending, or disposing of assets. The capital structure is
reviewed by Management and the Board of Directors on an ongoing basis.
	    Management of the Corporation's capital structure is facilitated through
its financial and operational forecasting processes. The forecast of the
Corporation's future cash flows is based on estimates of production, commodity
prices, forecast capital and operating expenditures, and other investing and
financing activities. The forecast is regularly updated based on new commodity
prices and other changes, which the Corporation views as critical in the
current environment. Selected forecast information is frequently provided to
the Board of Directors. This continual financial assessment process further
enables the Corporation to mitigate risks. The Corporation continues to
satisfy all liabilities and commitments as they come due. We had an
established $525 million credit facility agreement with a syndicate of
financial institutions; the balance of which at September 30, 2009 was $330.8
million. This facility was renewed in June 2009 and is comprised of a $20
million revolving operating loan facility and a $505 million extendible
revolving credit facility. The Corporation additionally has convertible
debentures that will mature in 2010 and 2011, whereby we have the option to
settle such obligations by cash or though the issuance of shares. The current
economic situation has placed additional pressure on commodity prices. Natural
gas prices that had been improving early in 2008, have now declined due to the
ailing economy as well as increased inventory levels from strong injections
and mild weather. Natural gas has dropped with AECO gas presently trading at
approximately $3.30/GJ. Crude oil has dropped from a historic high in 2008 to
approximately US$79/bbl. The impact from the decrease in WTI will be somewhat
mitigated for Advantage due to the strengthening US dollar relative to the
Canadian dollar. The outlook for the Corporation from prolonged weak commodity
prices would be reductions in operating netbacks and funds from operations.
Management has partially mitigated this risk through our commodity hedging
program but the lower commodity price environment has still had a significant
negative impact. In order to strengthen our financial position and balance our
cash flows, we closed both an equity financing and two asset dispositions in
July 2009 to repay debt and focus capital spending on our Montney natural gas
resource play.
	    In summary, we have implemented a strategy to balance funds from
operations and capital program expenditure requirements. A successful hedging
program was also executed to help reduce the volatility of our funds from
operations. As a result, we feel that Advantage has implemented adequate
strategies to protect our business as much as possible in this environment.
However, as with all companies, we are still exposed to risks as a result of
the current economic situation and the potential duration. We continue to
closely monitor the possible impact on our business and strategy, and will
make adjustments as necessary with prudent management.

	    Shareholders' Equity and Convertible Debentures

	    Advantage has utilized a combination of equity, convertible debentures
and bank debt to finance acquisitions and development activities.
	    As at September 30, 2009, the Corporation had 162.5 million shares
outstanding. Prior to converting to a corporation, the Fund had issued
1,263,158 Trust Units as a result of the Premium Distribution(TM),
Distribution Reinvestment and Optional Trust Unit Purchase Plan, generating
$5.2 million reinvested in the Fund (September 30, 2008 - 2,918,047 Trust
Units were issued, generating $30.7 million reinvested in the Fund). On July
7, 2009, the Fund issued 17 million Trust Units through a bought deal
financing that raised net proceeds of $96.8 million. The proceeds were
utilized to reduce bank indebtedness.
	    On July 9, 2009, the Fund was dissolved and converted into the
Corporation, with each Trust Unit converted into one Common Share. As at
November 12, 2009, shares outstanding increased to 162.7 million due to shares
issued in October 2009 pursuant to the Corporation's RSPIP.
	    At September 30, 2009, the Corporation had $132.2 million convertible
debentures outstanding that were immediately convertible to 5.8 million shares
based on the applicable conversion prices (December 31, 2008 - $219.2 million
outstanding and convertible to 9.5 million Trust Units). During the nine
months ended September 30, 2009, there were no conversions of debentures
(September 30, 2008 - $25,000 converted resulting in the issuance of 1,001
Trust Units). The principal amount of 8.25% convertible debentures matured on
February 1, 2009 and was settled by issuing 946,887 Trust Units. The 8.75%
convertible debentures matured and were settled with $29.8 million in cash on
June 30, 2009. The 7.50% convertible debentures matured and were settled with
$52.3 million in cash on September 30, 2009. As at November 12, 2009, the
convertible debentures outstanding have not changed from September 30, 2009.
We have $69.9 million of debentures that mature in June 2010 and $62.3 million
of debentures that mature in December 2011. These obligations can be settled
through the payment of cash or issuance of shares at Advantage's option.

	    Bank Indebtedness, Credit Facility and Other Obligations

	    At September 30, 2009, Advantage had bank indebtedness outstanding of
$330.8 million. Bank indebtedness decreased $257.0 million since December 31,
2008, primarily as a result of the asset dispositions and equity financing,
both of which closed in July 2009. The Corporation finalized a new credit
facility of $525 million, comprised of a $20 million revolving operating loan
facility and a $505 million extendible revolving credit facility. The credit
facilities are secured by a $1 billion floating charge demand debenture, a
general security agreement and a subordination agreement from the Corporation
covering all assets and cash flows. As well, the borrowing base for the
Corporation's credit facilities is determined through utilizing our regular
reserve estimates. The banking syndicate thoroughly evaluates the reserve
estimates based upon their own commodity price expectations to determine the
amount of the borrowing base. Revision or changes in the reserve estimates and
commodity prices can have either a positive or a negative impact on the
borrowing base of the Corporation. The next annual review is scheduled to
occur in June 2010. There can be no assurances that the $525 million credit
facility will be renewed at the current borrowing base level at that time. As
at November 12, 2009, our bank indebtedness was approximately $330 million
with unutilized room of $195 million.
	    Advantage had a working capital deficiency of $109.6 million as at
September 30, 2009. Our working capital includes items expected for normal
operations such as trade receivables, prepaids, deposits, trade payables and
accruals as well as the current portion of capital lease obligations and
convertible debentures. Working capital varies primarily due to the timing of
such items, the current level of business activity including our capital
program, commodity price volatility, and seasonal fluctuations. We do not
anticipate any problems in meeting future obligations as they become due given
the level of our funds from operations. It is also important to note that
working capital is effectively integrated with Advantage's operating credit
facility, which assists with the timing of cash flows as required. The
increase in our working capital deficiency is due to the inclusion in current
liabilities of $69.4 million of convertible debentures representing the $69.9
million 6.50% debentures that mature in June 2010. Advantage has capital lease
obligations on various pieces of equipment used in its operations. The total
amount of principal obligation outstanding at September 30, 2009 is $4.7
million, bearing interest at effective rates ranging from 5.5% to 6.7%, and is
collateralized by the related equipment. The leases expire at dates ranging
from December 2009 to August 2010.

	    <<
	    Capital Expenditures

	                                  Three months ended      Nine months ended
	                                     September 30            September 30
	    ($000)                         2009        2008        2009        2008
	    -------------------------------------------------------------------------
	    Land and seismic          $      559  $    5,312  $    2,266  $    9,493
	    Drilling, completions
	     and workovers                29,914      44,017      72,052      90,186
	    Well equipping and
	     facilities                   12,161      18,198      36,540      55,774
	    Other                             24         217         162         826
	    -------------------------------------------------------------------------
	                              $   42,658  $   67,744  $  111,020  $  156,279
	    Property acquisitions              -       7,621           -       7,621
	    Property dispositions       (243,565)          -    (245,184)        (91)
	    -------------------------------------------------------------------------
	    Total capital
	     expenditures             $ (200,907) $   75,365  $ (134,164) $  163,809
	    -------------------------------------------------------------------------
	    >>

	    Advantage's exploitation and development program focuses on areas where
past activity has yielded long-life reserves with high cash netbacks. We are
very well positioned to selectively exploit the highest value-generating
drilling opportunities given the size, strength and diversity of our asset
base as evidenced by our success at Glacier, Nevis and several other key
properties. As a result, the Corporation has a high level of flexibility to
allocate its capital program and ensure a risk-balanced platform of projects.
Our preference is to operate a high percentage of our properties such that we
can maintain control of capital expenditures, operations and cash flows.
Advantage's acquisition strategy has been to acquire long-life properties with
strong drilling opportunities while retaining a balance of year round access
and risk.
	    For the nine month period ended September 30, 2009, the Corporation spent
a net $111.0 million and drilled a total of 19.8 net (33 gross) wells at a 97%
success rate. Total capital spending included $83.9 million at Glacier, $7.1
million at Martin Creek, $4.0 million at Nevis, and the remaining balance at
other miscellaneous areas. Glacier capital spending included 10.3 net (13
gross) horizontal wells and 2 net (2 gross) vertical wells. Ten horizontal
wells have been brought on-stream year-to-date with 30 day initial production
rates of 2 mmcf/d to over 5 mmcf/d. Facilities work involving the expansion of
compression facilities and our pipeline gathering system was completed at the
end of the second quarter 2009 and has taken our overall facility capacity to
25 mmcf/d after commissioning the expansion. New wells brought on-stream after
April 1, 2009 have qualified for the Alberta royalty incentive program which
results in a 5% royalty rate for one year or 500 mmcf of gas production.
Activity is now well underway at Glacier to increase production capacity to
approximately 50 mmcf/d by mid 2010. At Nevis, activity has been focused on
drilling high initial deliverability wells that should qualify for the
recently extended Alberta royalty incentive program.
	    On July 8, 2009, the Board of Directors approved a new capital budget for
the twelve month period beginning July 2009 and ending June 2010. Management
will review the capital program on a regular basis in the context of
prevailing economic conditions and make adjustments as deemed necessary to the
program, subject to review by the Board of Directors.
	    Advantage's corporate capital budget for the twelve month period ending
June 2010 has been set at $207 million, with $105 to $110 million for the
remainder of 2009. The budget will focus on development of our Montney natural
gas resource play at Glacier, Alberta where Advantage will continue to employ
a phased development approach. Phase I of the development plan was achieved
during the second quarter of 2009 where production capacity was increased to
approximately 25 mmcf/d and included wells, compression facilities and
additional pipelines. Phase II of the development plan is well underway
targeting a production capacity increase to approximately 50 mmcf/d by mid
2010. Phase III of the development plan will target the attainment of 100
mmcf/d by mid 2011. Approximately 79% of the total capital expenditures for
Phase II will be allocated to Glacier.

	    <<
	    Sources and Uses of Funds

	    The following table summarizes the various funding requirements during the
nine months ended September 30, 2009 and 2008 and the sources of funding to
meet those requirements:

	                                                           Nine months ended
	                                                             September 30
	    ($000)                                                  2009      2008
	    -------------------------------------------------------------------------
	    Sources of funds
	      Property dispositions                               $245,184  $     91
	      Funds from operations                                149,285   291,717
	      Units issued, less costs                              96,779     1,248
	      Decrease in working capital                                -    11,203
	    -------------------------------------------------------------------------
	                                                          $491,248  $304,259
	    -------------------------------------------------------------------------
	    Uses of funds
	      Decrease in bank indebtedness                       $256,968  $  7,348
	      Expenditures on property and equipment               111,020   156,279
	      Convertible debenture maturities                      82,107     5,392
	      Distributions to Unitholders                          23,481   120,108
	      Increase in working capital                           12,208         -
	      Expenditures on asset retirement                       4,490     6,291
	      Reduction of capital lease obligations                   974     1,220
	      Property acquisitions                                      -     7,621
	    -------------------------------------------------------------------------
	                                                          $491,248  $304,259
	    -------------------------------------------------------------------------
	    >>

	    The Corporation generated lower funds from operations during the nine
months ended September 30, 2009 compared to the same period of 2008, due to a
sharp decrease in commodity prices and lower production from the asset
dispositions that closed in July 2009. During the period we completed two
assets dispositions and a financing that enabled us to repay a significant
portion of our outstanding bank indebtedness. Other major uses of funds during
this period included expenditures on property and equipment and convertible
debenture maturities. We had three convertible debenture maturities this year,
two of which were settled for total cash proceeds of $82.1 million. As a
result of our efforts to maintain a meaningful capital program, repay bank
indebtedness and convert to a growth oriented corporation, distributions were
suspended indefinitely in the first quarter of 2009 and the corporation does
not currently pay a dividend.

	    <<
	    Quarterly Performance

	                                               2009                    2008
	    ($000, except as
	     otherwise indicated)           Q3          Q2          Q1          Q4
	    -------------------------------------------------------------------------
	    Daily production
	      Natural gas (mcf/d)         91,200     124,990     117,968     120,694
	      Crude oil and NGLs
	       (bbls/d)                    8,431      10,212      10,942      11,413
	      Total (boe/d)               23,631      31,044      30,603      31,529
	    Average prices
	      Natural gas ($/mcf)
	        Excluding hedging      $    2.89   $    3.56   $    5.36   $    7.15
	        Including hedging      $    6.10   $    5.63   $    6.52   $    7.61
	        AECO monthly index     $    3.03   $    3.66   $    5.64   $    6.79
	      Crude oil and NGLs
	       ($/bbl)
	        Excluding hedging      $   56.99   $   55.89   $   43.41   $   53.65
	        Including hedging      $   54.02   $   54.51   $   54.54   $   61.67
	        WTI ($US/bbl)          $   68.29   $   59.62   $   43.21   $   58.75
	    Total revenues (before
	     royalties)                $  93,101   $ 114,659   $ 122,950   $ 149,205
	    Net income (loss)          $ (53,293)  $ (37,810)  $  18,890   $ (95,477)
	      per share
	       - basic                 $   (0.33)  $   (0.26)  $    0.13   $   (0.67)
	       - diluted               $   (0.33)  $   (0.26)  $    0.13   $   (0.67)
	    Funds from operations      $  42,104   $  51,590   $  55,591   $  69,370
	    Distributions declared     $       -   $       -   $  17,266   $  45,514


	                                               2008                    2007
	    ($000, except as
	     otherwise indicated)           Q3          Q2          Q1          Q4
	    -------------------------------------------------------------------------
	    Daily production
	      Natural gas (mcf/d)        122,627     123,104     125,113     128,556
	      Crude oil and NGLs
	       (bbls/d)                   11,980      11,498      12,281      12,895
	      Total (boe/d)               32,418      32,015      33,133      34,321
	    Average prices
	      Natural gas ($/mcf)
	        Excluding hedging      $    8.65   $   10.33   $    7.90   $    6.23
	        Including hedging      $    7.55   $    9.18   $    8.23   $    6.97
	        AECO monthly index     $    9.27   $    9.35   $    7.13   $    6.00
	      Crude oil and NGLs
	       ($/bbl)
	        Excluding hedging      $  107.96   $  110.15   $   85.99   $   73.40
	        Including hedging      $  100.02   $  101.34   $   84.83   $   70.40
	        WTI ($US/bbl)          $  118.13   $  124.00   $   97.96   $   90.63
	    Total revenues (before
	     royalties)                $ 195,384   $ 208,868   $ 188,505   $ 165,951
	    Net income (loss)          $ 113,391   $ (14,369)  $ (24,122)  $  13,795
	      per share
	       - basic                 $    0.81   $   (0.10)  $   (0.18)  $    0.10
	       - diluted               $    0.79   $   (0.10)  $   (0.18)  $    0.10
	    Funds from operations      $  93,345   $ 103,754   $  94,618   $  80,519
	    Distributions declared     $  50,743   $  50,364   $  50,021   $  57,875
	    >>

	    The table above highlights the Corporation's and Fund's performance for
the third quarter of 2009 and also for the preceding seven quarters.
Production has gradually decreased from the fourth quarter of 2007 through the
first half of 2008 due to natural declines, wet and cold weather delays, and
facility turnarounds. Production increased modestly in the third quarter of
2008 as new wells were brought on production and most facility turnarounds
were completed. During the fourth quarter of 2008 and the first quarter of
2009, production again decreased as we experienced freezing conditions from
early cold weather in December and a slow recovery from such cold weather
conditions. An extended third party facility outage also began in August 2008
and has continued through 2009 but is now substantially completed. Our
production will be brought back on-stream as commodity prices improve.
Production increased in the second quarter of 2009 due to recovery from cold
weather conditions that caused brief production outages and additional
production from a number of wells drilled during the first quarter of 2009 but
delayed until after March 31, 2009 such that we could benefit from the new 5%
Alberta Provincial royalty rate available on such wells for the next twelve
month period. We experienced a significant decrease in production during the
third quarter of 2009 as we successfully completed asset dispositions that
closed in July 2009 for net proceeds of $243.6 million, subject to further
adjustments. The disposed properties represented approximately 8,100 boe/d of
production. Our financial results, particularly revenues and funds from
operations, increased through to the second quarter of 2008, as both commodity
prices and production steadily increased over that timeframe. However,
revenues and funds from operations slightly declined in the third quarter of
2008, as commodity prices began to decline in response to the financial crisis
that materialized in the fall of 2008. This trend worsened in the fourth
quarter, as a full global recession set in, and commodity prices continued on
a downward trend through to the third quarter of 2009. We realized net income
during the fourth quarter of 2007 as we completed the full integration of the
Sound acquisition and commodity prices began to improve. However, net losses
were realized in the first and second quarters of 2008, primarily as a result
of significant unrealized losses on commodity derivative contracts for future
periods. Commodity price declines in the third quarter of 2008 gave rise to
significant unrealized gains on these same derivative contracts, and in turn
the Corporation reported record high net income. We recognized a considerable
net loss in the fourth quarter of 2008, a combined result of falling commodity
prices and an impairment of our entire balance of goodwill. In the first
quarter of 2009, the global economy showed no clear sign of recovery and
commodity prices, particularly natural gas, were weak in comparison to prior
quarters. However, Advantage was still able to report net income as we
recognized both realized and unrealized gains on our derivative contracts and
moderately lower expenses, including operating costs. Natural gas prices
continued to worsen during the second and third quarters of 2009 resulting in
the recognition of net losses for the periods. The third quarter net loss was
also impacted by additional costs incurred related to the corporate conversion
and increased depletion and depreciation expense that resulted from the asset
dispositions. Partially offsetting these net losses is continuing reduction in
costs including royalties and operating costs.

	    Critical Accounting Estimates

	    The preparation of financial statements in accordance with GAAP requires
Management to make certain judgments and estimates. Changes in these judgments
and estimates could have a material impact on the Corporation's financial
results and financial condition.
	    Management relies on the estimate of reserves as prepared by the
Corporation's independent qualified reserves evaluator. The process of
estimating reserves is critical to several accounting estimates. The process
of estimating reserves is complex and requires significant judgments and
decisions based on available geological, geophysical, engineering and economic
data. These estimates may change substantially as additional data from ongoing
development and production activities becomes available and as economic
conditions impact crude oil and natural gas prices, operating costs, royalty
burden changes, and future development costs. Reserve estimates impact net
income through depletion and depreciation of fixed assets, the provision for
asset retirement costs and related accretion expense, and impairment
calculations for fixed assets and goodwill. The reserve estimates are also
used to assess the borrowing base for the Corporation's credit facilities.
Revision or changes in the reserve estimates can have either a positive or a
negative impact on net income and the borrowing base of the Corporation.
	    Management's process of determining the provision for future income
taxes, the provision for asset retirement obligation costs and related
accretion expense, and the fair values assigned to any acquired company's
assets and liabilities in a business combination is based on estimates. These
estimates are significant and can include reserves, future production rates,
future crude oil and natural gas prices, future costs, future interest rates,
future tax rates and other relevant assumptions. Revisions or changes in any
of these estimates can have either a positive or a negative impact on asset
and liability values and net income.
	    In accordance with GAAP, derivative assets and liabilities are recorded
at their fair values at the reporting date, with unrealized gains and losses
recognized directly into net income and comprehensive income in the same
period. The fair value of derivatives outstanding is an estimate based on
pricing models, estimates, assumptions and market data available at that time.
As such, the recognized amounts are not cash and the actual gains or losses
realized on eventual cash settlement can vary materially due to subsequent
fluctuations in commodity prices as compared to the valuation assumptions.

	    International Financial Reporting Standards ("IFRS")

	    In February 2008, the Accounting Standards Board of the Canadian
Institute of Chartered Accountants confirmed that publicly accountable
entities will be required to adopt IFRS effective January 1, 2011, including
preparation of comparative financial information. Management has engaged its
key personnel responsible for financial reporting and developed an overall
plan to address IFRS implementation. The initial stage of the plan involved
staff training and ongoing education. Key personnel received professional
education on IFRS accounting principles and standards, both in general and for
the oil and gas industry in particular. Review of changes to IFRS has been
incorporated into existing processes of internal control over financial
reporting. A project plan for IFRS implementation has been prepared and will
be subject to ongoing revision as there are developments. As well, appropriate
operating personnel have been engaged, as necessary, to determine how to
implement the requirements of IFRS into the Corporation's manual and
information systems that collect and process financial data. We expect to have
continual discussion with our external and internal auditors throughout the
process regarding IFRS and implementation.
	    The most significant change identified will be accounting for fixed
assets. The Corporation, like many Canadian oil and gas reporting issuers,
applies the "full cost" concept in accounting for its oil and gas assets.
Under full cost, capital expenditures are maintained in a single cost centre
for each country, and the cost centre is subject to a single depletion
calculation and impairment test. IFRS will require the Corporation to make a
much more detailed assessment of its oil and gas assets. For depletion and
depreciation, the Corporation must identify asset components, and determine an
appropriate depreciation or depletion method for each component. With regard
to impairment test calculations, we must identify "Cash Generating Units",
which are defined as the smallest group of assets that produce independent
cash flows. An impairment test must be performed individually for all cash
generating units when indicators suggest there maybe impairment. The
recognition of impairments in a prior year can be reversed subsequently
depending on such calculations. It is also important to note that the
International Accounting Standards Board ("IASB") is currently undertaking an
extractive activities project, to develop accounting standards specifically
for businesses like that of the Corporation. However, the project will not be
complete prior to IFRS adoption in Canada. We have also identified a number of
other areas whereby differences between Canadian GAAP and IFRS are likely to
exist for Advantage. However, currently we are concentrating on the accounting
for fixed assets and will evaluate these other areas in due course and develop
more detailed plans to address the identified issues.

	    Disclosure Controls and Internal Controls over Financial Reporting

	    Disclosure controls and procedures have been designed to provide
reasonable assurance that information required to be disclosed by the
Corporation is recorded, processed, summarized and reported within the time
periods specified under the Canadian securities law. Advantage's Chief
Executive Officer and Chief Financial Officer have concluded, based on their
evaluation, that the disclosure controls and procedures as of the end of
September 30, 2009, are effective and provide reasonable assurance that
material information related to the Corporation is made known to them by
others within Advantage.
	    Advantage's Chief Executive Officer and Chief Financial Officer are
responsible for establishing and maintaining internal controls over financial
reporting ("ICFR"). They have, as at the quarter ended September 30, 2009,
designed ICFR or caused it to be designed under their supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
Canadian GAAP. The control framework Advantage's officers used to design the
ICFR is the Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations.
	    Advantage's Chief Executive Officer and Chief Financial Officer are
required to disclose any change in the internal controls over financial
reporting that occurred during our most recent interim period that has
materially affected, or is reasonably likely to affect, the Corporation's
internal controls over financial reporting. No material changes in the
internal controls were identified during the period ended September 30, 2009
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.
	    It should be noted that a control system, including Advantage's
disclosure and internal controls and procedures, no matter how well conceived
or operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system will be met and it should be not be expected
that the disclosure and internal controls and procedures will prevent all
errors or fraud.

	    Outlook

	    We are pleased that during the third quarter of 2009, our conversion to a
growth oriented corporation was completed as well as several transactions
aimed at reducing debt, increasing financial flexibility, and improving our
overall balance sheet. In July 2009, we successfully closed two asset
dispositions for net proceeds of $243.6 million, subject to further
adjustments, and representing production of approximately 8,100 boe/d. On July
7, 2009, we closed the issuance of 17 million shares on a bought deal basis,
at a price of $6.00 per share for net proceeds of $96.8 million. We also
settled our outstanding 7.50% convertible debenture for $52.3 million of cash.
Our total bank indebtedness and convertible debentures obligations have
decreased 44% from June 30, 2009. As at November 12, 2009, our bank
indebtedness was approximately $330 million with unutilized room available of
$195 million.
	    These transactions have enabled Advantage to repay a significant portion
of outstanding debt while increasing the balance of unutilized credit
facility. This improves our financial flexibility moving forward as a growth
oriented corporation pursuing the significant potential of our Montney natural
gas resource play. Our credit facility may be subsequently redrawn to fund
capital expenditures and for general corporate purposes but it is our
long-term intention to balance funds from operations and our capital
expenditure program. Although our funds from operations will continue to be
impacted by the volatility of crude oil and natural gas prices, we have a
substantial hedging portfolio that improves cash flow stability for our
capital program. Approximately 82% of our natural gas production, net of
royalties, is now hedged for the remainder of 2009 at an average fixed price
of $8.17/mcf. We have also hedged approximately 53% of our remaining 2009
crude oil production, net of royalties, at an average floor price of
$62.40/bbl. For 2010, we have hedged 58% of our natural gas production, net of
royalties, at an average fixed price of $7.46/mcf and 31% of our crude oil
production, net of royalties, at an average fixed price of $67.83/bbl. Our
strategy will be to continue to employ a multi-year hedging program to reduce
the volatility in cash flow in support of capital requirements.
	    In conjunction with our corporate conversion, we announced on July 8,
2009 that the Board of Directors had approved a new capital budget for the
twelve month period beginning July 2009 and ending June 2010. Management will
review the capital program on a regular basis in the context of prevailing
economic conditions and make adjustments as deemed necessary to the program,
subject to review by the Board of Directors. Advantage's corporate capital
budget for this period has been set at $207 million, with approximately $105
to $110 million for the remainder of 2009, and will continue to focus on our
Montney natural gas resource play at Glacier, Alberta.
	    Advantage will continue to employ a phased development approach for our
Glacier property. Phase II of the development plan will be completed by
mid-2010 and will result in production capacity increasing to 50 mmcf/d. A
continued focus on optimizing well completions at Glacier will involve
production logging of several wells in order to further evaluate the
effectiveness of frac designs and new technology applications. Phase II of the
Glacier development plan includes the drilling and completion of 16 gross
(16.0 net) horizontal operated wells, up to 16 gross (6.1 net) joint interest
horizontal wells, and 1 gross (1.0 net) vertical well. Drilling plans will
continue to balance production and reserve growth and delineation of our
extensive 89 section gross (average 90% working interest) Montney land block.
Drilling resumed in early July at Glacier with the deployment of four drilling
rigs on operated and joint interest lands. Phase II also includes the
expansion of the existing gas gathering system, additional compression and a
new Advantage operated gas plant to complement the existing infrastructure and
provide total processing and production capacity of 50 mmcf/d. All necessary
regulatory approvals have been received for Advantage's new gas plant and
construction will commence shortly. The majority of the wells drilled during
the last half of 2009 will be tied-in during the second quarter of 2010 when
the facilities expansions and gas plant are expected to be completed. Glacier
capital expenditures are estimated to be approximately $84 million net for the
last half of 2009 and $81 million net for the first half of 2010.
Approximately $116 million will be allocated to drilling and completions with
$29 million for well equipping and tie-ins and $20 million for facilities and
plant expansion. Phase III of the development plan will result in the
attainment of 100 mmcf/d by mid-2011.
	    The Alberta Government's recently announced extension of the energy
incentive programs to March 31, 2011 will provide substantial benefits to all
three phases of our Glacier development plan. The energy incentive programs
will allow Advantage to capitalize on lower drilling costs (through a drilling
royalty credit of up to $200 per meter of drilled depth subject to a corporate
ceiling) and an initial 5% royalty rate on the first 500 mmcf of production
for new wells based on our go-forward drilling plans for each of the three
phases of development at Glacier.
	    As a result of the continued shut-in of natural gas production at Lookout
Butte and several smaller operated and non-operated properties due to lower
natural gas prices through the third quarter, we anticipate that production
will trend towards the lower end of the production range that was provided
(approximately 22,700 boe/d). The natural gas production shut-ins from these
properties have a smaller impact on funds from operations due to the lower
netbacks as they are not covered by our hedge positions. Plans are to resume
production from these properties as natural gas prices improve through the
fourth quarter. We also anticipate that royalty rates will trend lower to
approximately 13% and operating costs between $11.50 and $12.50/boe through
the remainder of 2009. With regards to field operating costs, we will continue
with our optimization programs which has already delivered cost reductions. We
expect to see some further easing of operating costs as the lower commodity
price environment is expected to remain for a sustained period.
	    A full year 2010 capital budget and guidance will be provided before
year-end 2009.
	    Looking forward, Advantage is well positioned to pursue future
development plans at Glacier with our strong balance sheet, solid hedging
position and conversion to a growth oriented corporation. With a stable
production base and an inventory of over 500 drilling locations at Glacier,
Management will continue to employ a disciplined approach to create long term
growth in shareholder value.

	    Additional Information

	    Additional information relating to Advantage can be found on SEDAR at
www.sedar.com and the Corporation's website at www.advantageog.com. Such other
information includes the annual information form, the annual information
circular - proxy statement, press releases, material contracts and agreements,
and other financial reports. The annual information form will be of particular
interest for current and potential shareholders as it discusses a variety of
subject matter including the nature of the business, description of our
operations, general and recent business developments, risk factors, reserves
data and other oil and gas information.

	    November 12, 2009


	    <<
	                      CONSOLIDATED FINANCIAL STATEMENTS

	    Consolidated Balance Sheets
	                                                   September 30, December 31,
	    (thousands of dollars)                                 2009         2008
	    -------------------------------------------------------------------------
	                                                      (unaudited)
	    Assets
	    Current assets
	      Accounts receivable                             $   40,691  $   84,689
	      Prepaid expenses and deposits                        9,446      11,571
	      Derivative asset (note 10)                          40,880      41,472
	    -------------------------------------------------------------------------
	                                                          91,017     137,732
	    Derivative asset (note 10)                             2,357       1,148
	    Fixed assets (note 3)                              1,823,408   2,163,866
	    -------------------------------------------------------------------------
	                                                      $1,916,782  $2,302,746
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------

	    Liabilities
	    Current liabilities
	      Accounts payable and accrued liabilities        $   87,715  $  146,046
	      Distributions payable to Unitholders                     -      11,426
	      Current portion of capital lease obligations
	       (note 4)                                            2,638       1,747
	      Current portion of convertible debentures
	       (note 5)                                           69,365      86,125
	      Derivative liability (note 10)                       8,796         611
	      Future income taxes                                  9,200      11,939
	    -------------------------------------------------------------------------
	                                                         177,714     257,894
	    Derivative liability (note 10)                         2,785       1,039
	    Capital lease obligations (note 4)                     2,041       3,906
	    Bank indebtedness (note 6)                           327,749     584,717
	    Convertible debentures (note 5)                       60,610     128,849
	    Asset retirement obligations (note 7)                 67,666      73,852
	    Future income taxes                                   41,404      43,976
	    Other liability (note 8)                               3,694           -
	    -------------------------------------------------------------------------
	                                                         683,663   1,094,233
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------

	    Shareholders' Equity
	    Share capital (note 9)                             2,188,384           -
	    Unit capital (note 9)                                      -   2,075,877
	    Convertible debentures equity component (note 5)       6,055       9,403
	    Contributed surplus (note 9)                           5,213         287
	    Deficit                                             (966,533)   (877,054)
	    -------------------------------------------------------------------------
	                                                       1,233,119   1,208,513
	    -------------------------------------------------------------------------
	                                                      $1,916,782  $2,302,746
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------
	    Commitments (note 12)

	    see accompanying Notes to Consolidated Financial Statements



	    Consolidated Statements of Income (Loss),
	    Comprehensive Income (Loss) and Deficit


	    (thousands of dollars,       Three months ended       Nine months ended
	     except for per share       Sept. 30,   Sept. 30,   Sept. 30,   Sept. 30,
	     amounts) (unaudited)           2009        2008        2009        2008
	    -------------------------------------------------------------------------
	    Revenue
	      Petroleum and natural
	       gas                    $   68,470  $  216,618  $  260,495  $  633,669
	      Realized gain (loss) on
	       derivatives (note 10)      24,631     (21,234)     70,215     (40,912)
	      Unrealized gain (loss)
	       on derivatives (note 10)   (9,136)    128,718      (9,314)      4,836
	      Royalties                   (8,749)    (42,957)    (37,620)   (123,011)
	    -------------------------------------------------------------------------
	                                  75,216     281,145     283,776     474,582
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------

	    Expenses
	      Operating                   25,114      41,229      96,175     121,418
	      General and
	       administrative             13,224       6,300      28,452      19,295
	      Management internalization
	       (note 9)                        -       1,118       1,724       6,048
	      Interest                     6,331       6,579      14,686      21,463
	      Interest and accretion on
	       convertible debentures      3,966       4,868      13,307      14,699
	      Depletion, depreciation
	       and accretion              62,499      78,420     204,598     230,004
	    -------------------------------------------------------------------------
	                                 111,134     138,514     358,942     412,927
	    -------------------------------------------------------------------------
	    Income (loss) before taxes   (35,918)    142,631     (75,166)     61,655
	    Future income tax expense
	     (reduction)                  17,023      28,422      (3,929)    (15,622)
	    Income and capital taxes         352         818         976       2,377
	    -------------------------------------------------------------------------
	                                  17,375      29,240      (2,953)    (13,245)
	    -------------------------------------------------------------------------
	    Net income (loss) and
	     comprehensive income
	     (loss)                      (53,293)    113,391     (72,213)     74,900
	    Deficit, beginning of
	     period                     (913,240)   (798,711)   (877,054)   (659,835)
	    Distributions declared             -     (50,743)    (17,266)   (151,128)
	    -------------------------------------------------------------------------
	    Deficit, end of period    $ (966,533) $ (736,063) $ (966,533) $ (736,063)
	    -------------------------------------------------------------------------
	    Net income (loss) per
	     share (note 9)
	      Basic                   $    (0.33) $     0.81  $    (0.48) $     0.54
	      Diluted                 $    (0.33) $     0.79  $    (0.48) $     0.54
	    -------------------------------------------------------------------------

	    see accompanying Notes to Consolidated Financial Statements



	    Consolidated Statements of Cash Flows

	                                 Three months ended       Nine months ended
	    (thousands of dollars)      Sept. 30,   Sept. 30,   Sept. 30,   Sept. 30,
	     (unaudited)                    2009        2008        2009        2008
	    -------------------------------------------------------------------------
	    Operating Activities
	    Net income (loss)         $  (53,293) $  113,391  $  (72,213) $   74,900
	    Add (deduct) items not
	     requiring cash:
	      Unrealized loss (gain)
	       on derivatives              9,136    (128,718)      9,314      (4,836)
	      Equity-based compensation    2,433           -       4,122        (929)
	      Non-cash general and
	       administrative (note 8)     3,694           -       3,694           -
	      Management internalization       -       1,118       1,724       6,048
	      Accretion on convertible
	       debentures                    612         712       1,975       2,152
	      Depletion, depreciation
	       and accretion              62,499      78,420     204,598     230,004
	      Future income tax expense
	       (reduction)                17,023      28,422      (3,929)    (15,622)
	    Expenditures on asset
	     retirement                     (868)       (344)     (4,490)     (6,291)
	    Changes in non-cash working
	     capital                       9,435      22,520     (13,289)      5,570
	    -------------------------------------------------------------------------
	    Cash provided by operating
	     activities                   50,671     115,521     131,506     290,996
	    -------------------------------------------------------------------------

	    Financing Activities
	    Units issued, less costs
	     (note 9)                     96,900         323      96,779       1,248
	    Decrease in bank
	     indebtedness               (315,361)     (7,868)   (256,968)     (7,348)
	    Convertible debenture
	     maturities (note 5)         (52,268)     (5,392)    (82,107)     (5,392)
	    Reduction of capital lease
	     obligations                    (329)       (308)       (974)     (1,220)
	    Distributions to
	     Unitholders                       -     (39,476)    (23,481)   (120,108)
	    -------------------------------------------------------------------------
	    Cash used in financing
	     activities                 (271,058)    (52,721)   (266,751)   (132,820)
	    -------------------------------------------------------------------------
	    Investing Activities
	    Expenditures on property
	     and equipment               (42,658)    (67,744)   (111,020)   (156,279)
	    Property acquisitions              -      (7,621)          -      (7,621)
	    Property dispositions
	     (note 3)                    243,565           -     245,184          91
	    Changes in non-cash working
	     capital                      19,480      12,565       1,081       5,633
	    -------------------------------------------------------------------------
	    Cash provided by (used in)
	     investing activities        220,387     (62,800)    135,245    (158,176)
	    -------------------------------------------------------------------------
	    Net change in cash                 -           -           -           -
	    Cash, beginning of period          -           -           -           -
	    -------------------------------------------------------------------------
	    Cash, end of period       $        -  $        -  $        -  $        -
	    -------------------------------------------------------------------------
	    Supplementary Cash Flow
	     Information
	      Interest paid           $    7,095  $   12,497  $   22,135  $   31,076
	      Taxes paid              $      450  $      621  $    1,060  $    1,413

	    see accompanying Notes to Consolidated Financial Statements



	                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	    September 30, 2009 (unaudited)

	    All tabular amounts in thousands except as otherwise indicated.

	    The interim consolidated financial statements of Advantage Oil & Gas Ltd.
	    ("Advantage" or the "Corporation") have been prepared by management in
	    accordance with Canadian generally accepted accounting principles
	    ("GAAP") using the same accounting policies as those set out in note 2 to
	    the consolidated financial statements of the predecessor legal entity,
	    Advantage Energy Income Fund (the "Fund"), for the year ended December
	    31, 2008, except as described below. These interim financial statement
	    note disclosures do not include all of those required by Canadian GAAP
	    applicable for annual financial statements. The interim consolidated
	    financial statements should be read in conjunction with the audited
	    consolidated financial statements of the Fund for the year ended December
	    31, 2008 as set out in the Fund's Annual Report.

	    1.  Business and Structure of Advantage

	        Advantage is a growth oriented intermediate oil and natural gas
	        exploration and production corporation with properties located in
	        Western Canada. Advantage was created on July 9, 2009, through the
	        successful completion of a plan of arrangement pursuant to an
	        information circular dated June 5, 2009. Advantage Energy Income Fund
	        was dissolved and converted into the corporation, Advantage Oil and
	        Gas Ltd., with each Trust Unit converted into one Common Share.
	        Advantage does not currently pay a dividend.

	    2.  Changes in Accounting Policies

	        (a) Goodwill and intangible assets

	            In February 2008, the Canadian Institute of Chartered Accountants
	            ("CICA") issued Section 3064, Goodwill and Intangible Assets,
	            replacing Section 3062, Goodwill and Other Intangible Assets and
	            Section 3450, Research and Development Costs. The new Section
	            became effective January 1, 2009. Management has implemented the
	            new Section and there was no impact for the financial statements
	            of the Corporation.

	        (b) Recent accounting pronouncements issued but not implemented

	            (i)  International Financial Reporting Standards ("IFRS")

	                 In February 2008, the CICA Accounting Standards Board
	                 confirmed that IFRS will replace Canadian GAAP effective
	                 January 1, 2011 for publicly accountable enterprises.
	                 Management is currently evaluating the effects of all
	                 current and pending pronouncements of the International
	                 Accounting Standards Board on the financial statements of
	                 the Corporation, and has developed a plan for
	                 implementation.

	        (c) Comparative figures

	            Certain comparative figures have been reclassified to conform to
	            the current period presentation.

	    3.  Fixed Assets

	                                                  Accumulated
	                                                 Depletion and    Net Book
	        September 30, 2009               Cost     Depreciation      Value
	        ---------------------------------------------------------------------
	        Petroleum and natural gas
	         properties                  $ 3,159,534   $ 1,340,075   $ 1,819,459
	        Furniture and equipment           11,733         7,784         3,949
	        ---------------------------------------------------------------------
	                                     $ 3,171,267   $ 1,347,859   $ 1,823,408
	        ---------------------------------------------------------------------

	                                                  Accumulated
	                                                 Depletion and    Net Book
	        December 31, 2008                Cost     Depreciation      Value
	        ---------------------------------------------------------------------
	        Petroleum and natural gas
	         properties                  $ 3,299,657   $ 1,140,710   $ 2,158,947
	        Furniture and equipment           11,572         6,653         4,919
	        ---------------------------------------------------------------------
	                                     $ 3,311,229   $ 1,147,363   $ 2,163,866
	        ---------------------------------------------------------------------

	        In July 2009, Advantage closed two asset dispositions for net
	        proceeds of $243.6 million, subject to further adjustments.

	    4.  Capital Lease Obligations

	        The Corporation has capital leases on a variety of fixed assets.
	        Future minimum lease payments at September 30, 2009 consist of the
	        following:


	        2009                         $       838
	        2010                               2,200
	        2011                               1,925
	        -----------------------------------------
	                                           4,963
	        Less amounts representing
	         interest                           (284)
	        -----------------------------------------
	                                           4,679
	        Current portion                   (2,638)
	        -----------------------------------------
	                                     $     2,041
	        -----------------------------------------

	    5.  Convertible debentures

	        The balance of debentures outstanding at September 30, 2009 and
	        changes in the liability and equity components during the nine months
	        ended September 30, 2009 are as follows:

	                                   8.25%       8.75%       7.50%
	        ---------------------------------------------------------
	        Trading symbol           AAV.DBB     AAV.DBF     AAV.DBC
	        Debentures
	         outstanding          $        -  $        -  $        -
	        ---------------------------------------------------------
	        Liability component:
	          Balance at December
	           31, 2008           $    4,859  $   29,687  $   51,579
	        Accretion of discount          8         152         689
	        Matured                   (4,867)    (29,839)    (52,268)
	        ---------------------------------------------------------
	        Balance at September
	         30, 2009             $        -  $        -  $        -
	        ---------------------------------------------------------
	        Equity component:
	          Balance at December
	           31, 2008           $      248  $      852  $    2,248
	        Expired                     (248)       (852)     (2,248)
	        ---------------------------------------------------------
	        Balance at September
	         30, 2009             $        -  $        -  $        -

	                                   6.50%       7.75%       8.00%       Total
	        ---------------------------------------------------------------------
	        Trading symbol           AAV.DBE     AAV.DBD     AAV.DBG
	        Debentures
	         outstanding          $   69,927  $   46,766  $   15,528  $  132,221
	        ---------------------------------------------------------------------
	        Liability component:
	          Balance at December
	           31, 2008           $   68,807  $   44,964  $   15,078  $  214,974
	          Accretion of
	           discount                  558         456         112       1,975
	          Matured                      -           -           -     (86,974)
	        ---------------------------------------------------------------------
	          Balance at September
	           30, 2009           $   69,365  $   45,420  $   15,190  $  129,975
	        ---------------------------------------------------------------------
	        Equity component:
	          Balance at December
	           31, 2008           $    2,971  $    2,286  $      798  $    9,403
	          Expired                      -           -           -      (3,348)
	        ---------------------------------------------------------------------
	          Balance at September
	           30, 2009           $    2,971  $    2,286  $      798  $    6,055
	        ---------------------------------------------------------------------

	        During the nine months ended September 30, 2009, there were no
	        convertible debenture conversions (September 30, 2008 - $25,000
	        converted resulting in the issuance of 1,001 Trust Units).

	        The principal amount of 8.25% convertible debentures matured on
	        February 1, 2009 and was settled by issuing 946,887 Trust Units. The
	        8.75% convertible debentures matured and were settled with $29.8
	        million in cash on June 30, 2009. The 7.50% convertible debentures
	        matured and were settled with $52.3 million in cash on September 30,
	        2009.

	    6.  Bank Indebtedness
	                                                   September 30, December 31,
	                                                           2009         2008
	        ---------------------------------------------------------------------
	        Revolving credit facility                     $  330,800  $  587,404
	        Discount on Bankers Acceptances and other fees    (3,051)     (2,687)
	        ---------------------------------------------------------------------
	        Balance, end of period                        $  327,749  $  584,717
	        ---------------------------------------------------------------------

	        Advantage has a $525 million credit facility agreement with a
	        syndicate of financial institutions which consists of a $505 million
	        extendible revolving loan facility and a $20 million revolving
	        operating loan facility. The loan's interest rate is based on either
	        prime, US base rate, LIBOR or bankers' acceptance rates, at the
	        Corporation's option, subject to certain basis point or stamping fee
	        adjustments ranging from 1.5% to 4.0% depending on the Corporation's
	        debt to cash flow ratio. The credit facilities are collateralized by
	        a $1 billion floating charge demand debenture, a general security
	        agreement and a subordination agreement from the Corporation covering
	        all assets and cash flows. The amounts available to Advantage from
	        time to time under the credit facilities are based upon the borrowing
	        base determined by the lenders and which is re-determined on a semi-
	        annual basis by those lenders. The credit facilities are subject to
	        review on an annual basis with the next renewal due in June 2010.
	        Various borrowing options are available under the credit facilities,
	        including prime rate-based advances, US base rate advances, US dollar
	        LIBOR advances and bankers' acceptances loans. The credit facilities
	        constitute a revolving facility for a 364 day term which is
	        extendible annually for a further 364 day revolving period at the
	        option of the syndicate. If not extended, the revolving credit
	        facility is converted to a one year term facility with the principal
	        payable at the end of such one year term. The credit facilities
	        contain standard commercial covenants for facilities of this nature.
	        The only financial covenant is a requirement for Advantage to
	        maintain a minimum cash flow to interest expense ratio of 3.5:1,
	        determined on a rolling four quarter basis. The credit facilities
	        also prohibit the Corporation from entering into any derivative
	        contract where the term of such contract exceeds three years.
	        Further, the aggregate of such contracts cannot hedge greater than
	        60% of total estimated oil and gas production over two years and 50%
	        over the third year, except for the initial period ended December
	        31, 2009 whereby the Corporation shall not hedge greater than 80% of
	        total estimated oil and gas production. Breach of any covenant will
	        result in an event of default in which case Advantage has 20 days to
	        remedy such default. If the default is not remedied or waived, and if
	        required by the lenders, the administrative agent of the lenders has
	        the option to declare all obligations under the credit facilities to
	        be immediately due and payable without further demand, presentation,
	        protest, days of grace, or notice of any kind. Dividends to
	        shareholders are subordinated to the repayment of any amounts owing
	        under the credit facilities. Dividends to shareholders are not
	        permitted if the Corporation is in default of such credit facilities
	        or if the amount of outstanding indebtedness under such facilities
	        exceeds the then existing current borrowing base. Interest payments
	        under the debentures are also subordinated to indebtedness under the
	        credit facilities and payments under the debentures are similarly
	        restricted. For the nine months ended September 30, 2009, the average
	        effective interest rate on the outstanding amounts under the facility
	        was approximately 4.4% (September 30, 2008 - 5.2%).

	    7.  Asset Retirement Obligations

	        A reconciliation of the asset retirement obligations is provided
	        below:

	                                              Nine months ended   Year ended
	                                                   September 30, December 31,
	                                                           2009         2008
	        ---------------------------------------------------------------------
	        Balance, beginning of period                  $   73,852  $   60,835
	        Accretion expense                                  4,102       4,186
	        Liabilities incurred                                 559       1,526
	        Change in estimates                               15,918      16,564
	        Property dispositions                            (22,275)          -
	        Liabilities settled                               (4,490)     (9,259)
	        ---------------------------------------------------------------------
	        Balance, end of period                        $   67,666  $   73,852
	        ---------------------------------------------------------------------

	    8.  Other Liability

	        In August 2009, Advantage vacated an office location as the space was
	        no longer required. Advantage has not currently subleased the office
	        space and is obligated to make lease payments for the remainder of
	        the life of the lease, which terminates in November 2012. As a
	        result, the full fair value of future scheduled lease payments has
	        been recognized as general and administrative expense with a
	        corresponding liability. Fair value was determined on a present value
	        basis, using a credit-adjusted risk free rate of 7%.

	        A reconciliation of the other liability is as follows:

	                                                           Nine months ended
	                                                          September 30, 2009
	        ---------------------------------------------------------------------
	        Office lease liability incurred                           $    3,781
	        Accretion expense                                                 22
	        Liability settled                                               (109)
	        ---------------------------------------------------------------------
	        Balance, end of period                                    $    3,694
	        ---------------------------------------------------------------------

	    9.  Shareholders' Equity

	        (a) Share capital

	            (i)  Authorized

	                 The Corporation is authorized to issue an unlimited number
	                 of shares without nominal or par value.

	            (ii) Issued

	                                                Number of Shares      Amount
	        ---------------------------------------------------------------------
	        Issued on conversion to a corporation        162,197,790  $2,186,778
	        Issued pursuant to Restricted Share
	         Performance Incentive Plan                      278,627      1,606
	        ---------------------------------------------------------------------
	        Balance at September 30, 2009                162,476,417  $2,188,384
	        ---------------------------------------------------------------------

	        On July 9, 2009, the Fund successfully completed the plan of
	        arrangement pursuant to an information circular dated June 5, 2009.
	        Advantage Energy Income Fund was dissolved and converted into the
	        corporation, Advantage Oil and Gas Ltd., with each Trust Unit
	        converted into one Common Share.

	        (b) Unit capital

	                                                Number of Units       Amount
	        ---------------------------------------------------------------------
	        Balance at December 31, 2008                142,824,854  $ 2,077,760
	        Distribution reinvestment plan                1,263,158        5,211
	        Issued on maturity of debentures                946,887        4,867
	        Issued pursuant to Restricted Trust
	         Unit Plan                                      171,093          939
	        Management internalization forfeitures           (7,862)        (159)
	        Units issued, less costs net of future
	         taxes                                       17,000,000       98,161
	        Units purchased from dissenting
	         Unitholders                                       (340)          (1)
	        Cancelled on conversion to a corporation   (162,197,790)  (2,186,778)
	        ---------------------------------------------------------------------
	        Balance at July 9, 2009                               -  $         -
	        ---------------------------------------------------------------------

	        On June 23, 2006, the Fund internalized the external management
	        contract structure and eliminated all related fees for total original
	        consideration of 1,933,208 Trust Units initially valued at
	        $39.1 million and subject to escrow provisions over a 3-year period,
	        vesting one-third each year beginning June 23, 2007.  For the nine
	        months ended September 30, 2009, a total of 7,862 Trust Units issued
	        for the management internalization were forfeited (September 30, 2008
	        - 5,111 Trust Units) and $1.7 million has been recognized as
	        management internalization expense (September 30, 2008 - $6.0
	        million). All Trust Units in respect of management internalization
	        were issued and none remained held in escrow (December 31, 2008 -
	        564,612 Trust Units remained in escrow).

	        Prior to converting to a corporation on July 9, 2009, 1,263,158 Trust
	        Units (September 30, 2008 - 2,918,047 Trust Units) were issued under
	        the Premium Distribution(TM), Distribution Reinvestment and Optional
	        Trust Unit Purchase Plan, generating $5.2 million (September 30, 2008
	        - $30.7 million) reinvested in the Fund. The Premium
	        Distribution (TM), Distribution Reinvestment and Optional Trust Unit
	        Purchase Plan was discontinued on March 18, 2009, concurrent with the
	        discontinuation of cash distributions.

	        The principal amount of 8.25% convertible debentures matured on
	        February 1, 2009 and was settled by issuing 946,887 Trust Units.

	        On July 7, 2009, the Fund successfully closed a bought deal financing
	        with 17 million Trust Units issued at $6.00 each, for gross proceeds
	        of $102 million, less $3.8 million related to $5.2 million of
	        issuance costs net $1.4 million of future taxes.

	    (c) Contributed surplus

	                                              Nine months ended   Year ended
	                                                   September 30, December 31,
	                                                           2009         2008
	        ---------------------------------------------------------------------
	        Balance, beginning of period                    $    287  $    2,005
	        Equity-based compensation                          1,578      (1,256)
	        Exercise of Trust Unit Rights                          -        (691)
	        Expiration of convertible debentures equity
	         component                                         3,348         229
	        ---------------------------------------------------------------------
	        Balance, end of period                          $  5,213  $      287
	        ---------------------------------------------------------------------

	    (d) Equity-based compensation

	        Prior to the conversion to a corporation, the Fund had a Restricted
	        Trust Unit Plan and granted Restricted Trust Units ("RTUs") to
	        service providers in January 2009. This grant was related to 2008 and
	        valued at $3.8 million to be issued in Trust Units at $5.49 per Trust
	        Unit. The Fund's 2008 annual return was within the top two-thirds of
	        the approved peer group and the Board of Directors granted RTUs at
	        their discretion. The RTUs were deemed to be granted in January 2009
	        with 171,093 Trust Units issued for the first one-third of the grant
	        that vested immediately and 379,009 RTUs representing the remaining
	        two-thirds of the grant that will vest over the subsequent two
	        anniversary dates. Since conversion to a corporation, the RTUs are
	        now considered restricted shares and will be settled by the issuance
	        of shares of the Corporation, with corresponding compensation expense
	        recognized over the service period. There were no other RTU grants
	        made by the Fund during prior years and no related compensation
	        expense has been recognized.

	        Upon conversion to a corporation on July 9, 2009, Advantage
	        implemented a new Restricted Share Performance Incentive Plan
	        ("RSPIP" or the "Plan") as approved by the shareholders with the
	        purpose to retain and attract employees, to reward and encourage
	        performance, and to focus employees on operating and financial
	        performance that results in lasting shareholder return. The Plan
	        authorizes the Board of Directors to grant restricted shares to
	        service providers of the Corporation, including directors, officers,
	        employees and consultants. The number of restricted shares granted is
	        based on the Corporation's share price return for a twelve-month
	        period and compared to a peer group approved by the Board of
	        Directors. The share price return is calculated at the end of each
	        and every quarter and is primarily based on the 12-month change in
	        the share price. If the share price return for a 12-month period is
	        positive, a restricted share grant will be calculated based on the
	        return. If the share price return for a 12-month period is negative,
	        but the return is still within the top two-thirds of the approved
	        peer group performance, the Board of Directors may choose a
	        discretionary restricted share grant. The restricted share grants
	        generally vest one-third immediately on grant date, with the
	        remaining two-thirds vesting evenly on the following two yearly
	        anniversary dates. The holders of restricted shares may elect to
	        receive cash upon vesting in lieu of the number of shares to be
	        issued, subject to consent of the Corporation. Compensation cost
	        related to the Plan is recognized as compensation expense within
	        general and administrative expense over the service period and
	        incorporates the share grant price, the estimated number of
	        restricted shares to vest, and certain management estimates. The
	        maximum amount of restricted shares granted in any one quarter is
	        limited to 50% of the base salaries of those individuals
	        participating in the Plan for such period.

	        In conjunction with the corporate conversion, a transitional award of
	        restricted shares to service providers was approved by shareholders
	        valued at $8.4 million to be issued in shares at $5.80 per share. The
	        restricted shares were deemed to be granted in September 2009 with
	        251,867 shares issued for the first one-quarter of the grant that
	        vested immediately and 1,090,207 restricted shares representing the
	        remaining three-quarters of the grant that will vest over the
	        subsequent three anniversary dates. Compensation expense is
	        recognized over the service period and included in general and
	        administrative expense.

	        In July 2009, the Corporation issued 26,760 shares related to
	        restricted shares that vested upon employee terminations.

	        In October 2009, the first RSPIP grant was made to service providers
	        and valued at $8.3 million to be issued in shares at $7.23 per share.
	        A total of 259,573 shares were issued for the first one-third of the
	        grant that vested immediately and 768,851 restricted shares
	        representing the remaining two-thirds of the grant that will vest
	        over the subsequent two anniversary dates. No compensation expense
	        was included in general and administrative expense for the three and
	        nine month periods ended September 30, 2009 as this grant was deemed
	        to occur after September 30, 2009.

	    (e) Net income (loss) per share

	        The calculations of basic and diluted net income (loss) per share are
	        derived from both net income (loss) available to shareholders and
	        weighted average shares outstanding, calculated as follows:


	                                 Three months ended       Nine months ended
	                                Sept. 30,   Sept. 30,   Sept. 30,   Sept. 30,
	                                    2009        2008        2009        2008
	        ---------------------------------------------------------------------
	        Income (loss) available
	         to Shareholders
	          Basic               $  (53,293) $  113,391  $  (72,213) $   74,900
	          Interest and
	           accretion on
	           convertible
	           debentures                  -       4,133           -           -
	        ---------------------------------------------------------------------
	          Diluted             $  (53,293) $  117,524  $  (72,213) $   74,900
	        ---------------------------------------------------------------------

	        Weighted average shares outstanding
	          Basic              161,182,480 140,192,094 149,915,761 138,806,106
	          Trust Units Rights           -           -           -      22,339
	          Management
	           internalization             -     318,490           -     539,752
	          Convertible
	           debentures                  -   8,775,293           -           -
	        ---------------------------------------------------------------------
	          Diluted            161,182,480 149,285,877 149,915,761 139,368,197
	        ---------------------------------------------------------------------
	        The calculation of diluted net income (loss) per share excludes all
	        series of convertible debentures for both the three and nine months
	        ended September 30, 2009, and the nine months ended September 30,
	        2008 as the impact on these periods would be anti-dilutive. Total
	        weighted average shares issuable in exchange for the convertible
	        debentures and excluded from the diluted net loss per share
	        calculation for the three and nine months ended September 30, 2009
	        were 8,345,392 and 8,964,955 shares, respectively. Total weighted
	        average shares issuable in exchange for the convertible debentures
	        and excluded from the diluted net income per share calculation for
	        the nine months ended September 30, 2008 was 9,775,877.

	        Unvested restricted shares granted have been excluded from the
	        calculation of diluted net loss per share for the three and nine
	        months ended September 30, 2009, as the impact would have been anti-
	        dilutive. Total weighted average shares issuable in exchange for the
	        restricted shares and excluded from the diluted net loss per share
	        calculation for the three and nine months ended September 30, 2009
	        were 196,831 and 180,076, respectively.

	        Management internalization escrowed Trust Units have been excluded
	        from the calculation of diluted net loss per share for the nine
	        months ended September 30, 2009, as the impact would have been anti-
	        dilutive. Total weighted average shares issuable in exchange for the
	        Management internalization escrowed Trust Units and excluded from the
	        diluted net loss per share calculation for the nine months ended
	        September 30, 2009 was 254,161.


	    10. Financial Instruments

	        Financial instruments of the Corporation include accounts receivable,
	        deposits, accounts payable and accrued liabilities, bank
	        indebtedness, convertible debentures, other liabilities and
	        derivative assets and liabilities.

	        Accounts receivable and deposits are classified as loans and
	        receivables and measured at amortized cost. Accounts payable and
	        accrued liabilities, bank indebtedness and other liabilities are all
	        classified as other liabilities and similarly measured at amortized
	        cost. As at September 30, 2009, there were no significant
	        differences between the carrying amounts reported on the balance
	        sheet and the estimated fair values of these financial instruments
	        due to the short terms to maturity and the floating interest rate on
	        the bank indebtedness.

	        The Corporation has convertible debenture obligations outstanding, of
	        which the liability component has been classified as other
	        liabilities and measured at amortized cost. The convertible
	        debentures have different fixed terms and interest rates (note 5)
	        resulting in fair values that will vary over time as market
	        conditions change. As at September 30, 2009, the estimated fair value
	        of the total outstanding convertible debenture obligation was $133.2
	        million (December 31, 2008 - $191.2 million). The fair value of
	        convertible debentures was determined based on the public trading
	        activity of such debentures.

	        Advantage has an established strategy to manage the risk associated
	        with changes in commodity prices by entering into derivatives, which
	        are recorded at fair value as derivative assets and liabilities with
	        gains and losses recognized through earnings. As the fair value of
	        the contracts varies with commodity prices, they give rise to
	        financial assets and liabilities. The fair values of the derivatives
	        are determined through valuation models completed internally and by
	        third parties. Various assumptions based on current market
	        information were used in these valuations, including settled forward
	        commodity prices, interest rates, foreign exchange rates, volatility
	        and other relevant factors. The actual gains and losses realized on
	        eventual cash settlement can vary materially due to subsequent
	        fluctuations in commodity prices as compared to the valuation
	        assumptions.

	        Credit Risk

	        Accounts receivable, deposits, and derivative assets are subject to
	        credit risk exposure and the carrying values reflect Management's
	        assessment of the associated maximum exposure to such credit risk.
	        Advantage mitigates such credit risk by closely monitoring
	        significant counterparties and dealing with a broad selection of
	        partners that diversify risk within the sector. The Corporation's
	        deposits are primarily due from the Alberta Provincial government and
	        are viewed by Management as having minimal associated credit risk. To
	        the extent that Advantage enters derivatives to manage commodity
	        price risk, it may be subject to credit risk associated with
	        counterparties with which it contracts. Credit risk is mitigated by
	        entering into contracts with only stable, creditworthy parties and
	        through frequent reviews of exposures to individual entities. In
	        addition, the Corporation only enters into derivative contracts with
	        major national banks and international energy firms to further
	        mitigate associated credit risk.

	        Substantially all of the Corporation's accounts receivable are due
	        from customers and joint operation partners concentrated in the
	        Canadian oil and gas industry. As such, accounts receivable are
	        subject to normal industry credit risks.  As at September 30, 2009,
	        $8.6 million or 21% of accounts receivable are outstanding for 90
	        days or more (December 31, 2008 - $14.2 million or 17% of accounts
	        receivable). The Corporation believes that the entire balance is
	        collectible, and in some instances we have the ability to mitigate
	        risk through withholding production or offsetting payables with the
	        same parties. Management has provided for an allowance for doubtful
	        accounts of $1.0 million at September 30, 2009.


	        Liquidity Risk

	        The Corporation is subject to liquidity risk attributed from accounts
	        payable and accrued liabilities, bank indebtedness, convertible
	        debentures, other liabilities, and derivative liabilities. Accounts
	        payable and accrued liabilities, and derivative liabilities are
	        primarily due within one year of the balance sheet date and Advantage
	        does not anticipate any problems in satisfying the obligations from
	        cash provided by operating activities and the existing credit
	        facility. The Corporation's bank indebtedness is subject to a $525
	        million credit facility agreement.  Although the credit facility is a
	        source of liquidity risk, the facility also mitigates liquidity risk
	        by enabling Advantage to manage interim cash flow fluctuations. The
	        credit facility constitutes a revolving facility for a 364 day term
	        which is extendible annually for a further 364 day revolving period
	        at the option of the syndicate. If not extended, the revolving credit
	        facility is converted to a one year term facility with the principal
	        payable at the end of such one year term. The terms of the credit
	        facility are such that it provides Advantage adequate flexibility to
	        evaluate and assess liquidity issues if and when they arise.
	        Additionally, the Corporation regularly monitors liquidity related to
	        obligations by evaluating forecasted cash flows, optimal debt levels,
	        capital spending activity, working capital requirements, and other
	        potential cash expenditures. This continual financial assessment
	        process further enables the Corporation to mitigate liquidity risk.

	        Advantage has several series of convertible debentures outstanding
	        that mature from 2010 to 2011 (note 5). Interest payments are made
	        semi-annually with excess cash provided by operating activities. As
	        the debentures become due, the Corporation can satisfy the
	        obligations in cash or issue shares at a price determined in the
	        applicable debenture agreements. This settlement alternative allows
	        the Corporation to adequately manage liquidity, plan available cash
	        resources and implement an optimal capital structure.

	        To the extent that Advantage enters derivatives to manage commodity
	        price risk, it may be subject to liquidity risk as derivative
	        liabilities become due. While the Corporation has elected not to
	        follow hedge accounting, derivative instruments are not entered for
	        speculative purposes and Management closely monitors existing
	        commodity risk exposures. As such, liquidity risk is mitigated since
	        any losses actually realized are subsidized by increased cash flows
	        realized from the higher commodity price environment.

	        The timing of cash outflows relating to financial liabilities are as
	        follows:

	                              Less than       One to     Four to
	                               one year  three years  five years  Thereafter
	        ---------------------------------------------------------------------
	        Accounts payable and
	         accrued liabilities  $   87,715  $        -  $        -  $        -
	        Derivative liabilities     8,796       2,785           -           -
	        Other liabilities          1,304       2,825           -
	        Bank indebtedness
	         - principal                   -     330,800           -           -
	         - interest               18,189      13,642           -           -
	        Convertible debentures
	         - principal              69,927      62,294           -           -
	         - interest                9,412       7,299           -           -
	        ---------------------------------------------------------------------
	                              $  195,343  $  419,645  $        -  $        -
	        ---------------------------------------------------------------------

	        The Corporation's bank indebtedness does not have specific maturity
	        dates. It is governed by a credit facility agreement with a syndicate
	        of financial institutions (note 6).  Under the terms of the
	        agreement, the facility is reviewed annually, with the next review
	        scheduled in June 2010. The facility is revolving, and is extendible
	        at each annual review for a further 364 day period at the option of
	        the syndicate. If not extended, the credit facility is converted at
	        that time into a one year term facility, with the principal payable
	        at the end of such one year term.  Management fully expects that the
	        facility will be extended at each annual review.

	        Interest Rate Risk

	        The Corporation is exposed to interest rate risk to the extent that
	        bank indebtedness is at a floating rate of interest and the
	        Corporation's maximum exposure to interest rate risk is based on the
	        effective interest rate and the current carrying value of the bank
	        indebtedness. The Corporation monitors the interest rate markets to
	        ensure that appropriate steps can be taken if interest rate
	        volatility compromises the Corporation's cash flows. A 1% increase in
	        interest rates for the nine months ended September 30, 2009 could
	        have decreased net income by approximately $2.8 million for that
	        period.

	        Price and Currency Risk

	        Advantage's derivative assets and liabilities are subject to both
	        price and currency risks as their fair values are based on
	        assumptions including forward commodity prices and foreign exchange
	        rates. The Corporation enters derivative financial instruments to
	        manage commodity price risk exposure relative to actual commodity
	        production and does not utilize derivative instruments for
	        speculative purposes. Changes in the price assumptions can have a
	        significant effect on the fair value of the derivative assets and
	        liabilities and thereby impact net loss. It is estimated that a 10%
	        increase in the forward natural gas prices used to calculate the fair
	        value of the natural gas derivatives at September 30, 2009 could
	        increase net loss by approximately $9.2 million for the nine months
	        ended September 30, 2009. As well, an increase of 10% in the forward
	        crude oil prices used to calculate the fair value of the crude oil
	        derivatives at September 30, 2009 could increase net loss by $6.0
	        million for the nine months ended September 30, 2009. An increase of
	        10% in the forward power prices used to calculate the fair value of
	        the power derivatives at September 30, 2009 would not materially
	        increase net loss for the nine months ended September 30, 2009. A
	        similar increase in the currency rate assumption underlying the
	        derivatives fair value does not materially increase net loss.

	        As at September 30, 2009 the Corporation had the following
	        derivatives in place:

	        Description
	        of Derivative           Term              Volume       Average Price
	        ---------------------------------------------------------------------
	        Natural gas - AECO
	          Fixed price       April 2009 to      9,478 mcf/d     Cdn $8.66/mcf
	                             December 2009
	          Fixed price       April 2009 to      9,478 mcf/d     Cdn $8.67/mcf
	                             December 2009
	          Fixed price       April 2009 to      9,478 mcf/d     Cdn $8.94/mcf
	                             December 2009
	          Fixed price       April 2009 to      14,217 mcf/d    Cdn $7.59/mcf
	                             March 2010
	          Fixed price       April 2009 to      14,217 mcf/d    Cdn $7.56/mcf
	                             March 2010
	          Fixed price       January 2010 to    14,217 mcf/d    Cdn $8.23/mcf
	                             June 2010
	          Fixed price       January 2010 to    18,956 mcf/d    Cdn$7.29/mcf
	                             December 2010
	          Fixed price       April 2010 to      18,956 mcf/d    Cdn$7.25/mcf
	                             January 2011

	        Crude oil - WTI
	          Collar            April 2009 to      2,000 bbls/d    Bought put
	                             December 2009                     Cdn $62.00/bbl
	                                                               Sold call
	                                                               Cdn $76.00/bbl
	          Fixed price       April 2009 to      2,000 bbls/d    Cdn$62.80/bbl
	                             March 2010
	          Fixed price       April 2010 to      2,000 bbls/d    Cdn$69.50/bbl
	                             January 2011

	        Electricity -
	         Alberta Pool Price
	          Fixed price       March 2009 to            2.0 MW    Cdn$75.43/MWh
	                             December 2009

	        As at September 30, 2009, the fair value of the derivatives
	        outstanding resulted in an asset of approximately $43.2 million
	        (December 31, 2008 - $42.6 million) and a liability of approximately
	        $11.6 million (December 31, 2008 - $1.7 million). For the nine months
	        ended September 30, 2009, $9.3 million was recognized in income as an
	        unrealized derivative loss (September 30, 2008 - $4.8 million
	        unrealized derivative gain) and $70.2 million was recognized in
	        income as a realized derivative gain (September 30, 2008 - $40.9
	        million realized derivative loss).

	    11. Capital Management

	        The Corporation manages its capital with the following objectives:

	        -  To ensure sufficient financial flexibility to achieve the ongoing
	           business objectives including replacement of production, funding
	           of future growth opportunities, and pursuit of accretive
	           acquisitions; and
	        -  To maximize shareholder return through enhancing the share value.

	        Advantage monitors its capital structure and makes adjustments
	        according to market conditions in an effort to meet its objectives
	        given the current outlook of the business and industry in general.
	        The capital structure of the Corporation is composed of working
	        capital (excluding derivative assets and liabilities), bank
	        indebtedness, convertible debentures, capital lease obligations and
	        shareholders' equity.  Advantage may manage its capital structure by
	        issuing new shares, repurchasing outstanding shares, obtaining
	        additional financing either through bank indebtedness or convertible
	        debenture issuances, refinancing current debt, issuing other
	        financial or equity-based instruments, declaring a dividend,
	        implementing a dividend reinvestment plan, adjusting capital
	        spending, or disposing of assets. The capital structure is reviewed
	        by Management and the Board of Directors on an ongoing basis.

	        Advantage's capital structure as at September 30, 2009 is as follows:

	                                                          September 30, 2009
	        ---------------------------------------------------------------------
	        Bank indebtedness (long-term)                             $  330,800
	        Working capital deficit(1)                                   109,581
	        ---------------------------------------------------------------------
	        Net debt                                                     440,381
	        Shares outstanding market value                            1,229,946
	        Convertible debentures maturity value (long-term)             62,294
	        Capital lease obligations (long-term)                          2,041
	        ---------------------------------------------------------------------
	        Total capitalization                                      $1,734,662
	        ---------------------------------------------------------------------

	        (1) Working capital deficit includes accounts receivable, prepaid
	        expenses and deposits, accounts payable and accrued liabilities,and
	        the current portion of capital lease obligations and convertible
	        debentures.

	        The Corporation's bank indebtedness is governed by a $525 million
	        credit facility agreement (note 6) that contains standard commercial
	        covenants for facilities of this nature.  The only financial covenant
	    	    is a requirement for Advantage to maintain a minimum cash flow to
	        interest expense ratio of 3.5:1, determined on a rolling four quarter
	        basis. The Corporation is in compliance with all credit facility
	        covenants. As well, the borrowing base for the Corporation's credit
	        facilities is determined through utilizing Advantage's regular
	        reserve estimates. The banking syndicate thoroughly evaluates the
	        reserve estimates based upon their own commodity price expectations
	        to determine the amount of the borrowing base. Revision or changes in
	        the reserve estimates and commodity prices can have either a positive
	        or a negative impact on the borrowing base of the Corporation.

	        Management of the Corporation's capital structure is facilitated
	        through its financial and operational forecasting processes. The
	        forecast of the Corporation's future cash flows is based on estimates
	        of production, commodity prices, forecast capital and operating
	        expenditures, and other investing and financing activities. The
	        forecast is regularly updated based on new commodity prices and other
	        changes, which the Corporation views as critical in the current
	        environment. Selected forecast information is frequently provided to
	        the Board of Directors.

	        The Corporation's capital management objectives, policies and
	        processes have remained unchanged during the nine month period ended
	        September 30, 2009.

	    12. Commitments

	        Advantage has several lease commitments relating to office buildings.
	        The estimated remaining annual minimum operating lease rental
	        payments for the buildings are as follows, of which $3.8 million is
	        recognized in other liabilities (note 8):


	        2009                  $      966
	        2010                       3,878
	        2011                       1,471
	        2012                       1,072
	        ---------------------------------
	                              $    7,387
	        ---------------------------------
	    >>

	    Advisory

	    The information in this press release contains certain forward-looking
statements, including within the meaning of the United States Private
Securities Litigation Reform Act of 1995. These statements relate to future
events or our future intentions or 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",
"demonstrate", "expect", "may", "will", "project", "predict", "potential",
"targeting", "intend", "could", "might", "should", "believe", "would" and
similar expressions and include statements relating to, among other things,
individual wells, regions, properties or projects. These statements involve
substantial known and unknown risks and uncertainties, certain of which are
beyond Advantage'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 and income trusts; geological, technical, drilling and processing
problems and other difficulties in producing petroleum reserves; and obtaining
required approvals of regulatory authorities. Advantage's actual decisions,
activities, 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 will derive from them. Except as required by law,
Advantage undertakes no obligation to publicly update or revise any
forward-looking statements. For additional risk factors in respect of
Advantage and its business, please refer to its Annual Information Form dated
March 19, 2009 which is available on SEDAR at www.sedar.com and
www.advantageog.com.
	    References in this press release to initial test production rates,
initial "productivity", initial "flow" rates, "flush" production rates and
"behind pipe production" are useful in confirming the presence of
hydrocarbons, however such rates are not determinative of the rates at which
such wells will commence production and decline thereafter. While encouraging,
readers are cautioned not to place reliance on such rates in calculating the
aggregate production for Advantage.
	    Barrels of oil equivalent (boe) may be misleading, particularly if used
in isolation. A boe conversion ratio has been calculated using a conversion
rate of six thousand cubic feet of natural gas to one barrel. "TCF" stands for
trillion cubic feet of natural gas. Such conversion rates are based on an
energy equivalency conversion method application at the burner tip and do not
represent an economic value equivalency at the wellhead.
	    This press release contains references to estimates of natural gas
classified as discovered petroleum initially in place and contingent resources
which are not, and should not be confused with, estimates of oil and gas
reserves. "Discovered petroleum initially in place" is defined in the Canadian
Oil and Gas Evaluation Handbook (the "COGE Handbook") as the quantity of
hydrocarbons that are estimated to be in place within a known accumulation.
Discovered petroleum initially in place is divided into recoverable and
unrecoverable portions, with the estimated future recoverable portion
classified as reserves and contingent resources. "Contingent resources" is
defined in the COGE Handbook as the quantity of petroleum that is estimated to
be potentially recoverable from known accumulations using established
technology or technology under development which are not currently considered
to be commercially recoverable due to one or more contingencies. There is no
certainty that it will be commercially viable to produce any portion of the
discovered petroleum initially in place or contingent resources. There are a
number of contingencies associated with the development of the Montney
resources relating to performance from new and existing wells, future drilling
programs, the lack of infrastructure, well density per section, recovery
factors and development necessarily involves known and unknown risks and
uncertainties, including those risks identified in this press release. The
estimates of discovered petroleum initially in place and contingent resources
represents the best estimate, as defined in the COGE Handbook, of such
resources. The contingent resources estimated by Sproule have not been
adjusted for risk based on the chance of development. There is no certainty
that the resources will be developed and, if developed, there is no certainty
that it will be commercially viable to produce any portion of the reported
contingent resources for the Montney zones.
	    Finding and development costs have been calculated in accordance with
section 5.15 of National Instrument 51-101 Standards of Disclosure for Oil and
Gas Activities which requires changes in FDC to be included in the calculation
of finding and development costs. Advantage has also provided the calculation
of finding and development costs excluding changes in FDC as indicated above.
The aggregate of the exploration and development costs incurred in the most
recent financial year and the change during that year in estimated FDC
generally will not reflect total finding and development costs related to
reserve additions for that year. The disclosure of finding and development
costs for Glacier does not include comparative information of finding and
development costs for the years ended 2007 and 2006 as finding and development
costs were not calculated for the Glacier properties for the years ended 2007
and 2006.

	    %CIK: 0001468079

	    /For further information: 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(at)advantageog.com/
	    (AAV.DB.C. AAV.DB.E. AAV.DB.D. AAV.DB.G. AAV. AAV)

CO:  Advantage Oil & Gas Ltd.

CNW 22:54e 12-NOV-09