Tenders and Purchase Price Tenders having an aggregate purchase price not to exceed an amount (the “Auction Tender Limit Amount”) equal to (i) US$230 million less (ii) the product of (A) US$230 million and (B) a fraction, the numerator of which is the aggregate number of Shares owned by shareholders making valid Proportionate Tenders, and the denominator of which is the aggregate number of Shares outstanding at the time of the Expiration Date. All Shares purchased in the Offer will be acquired at the same Purchase Price regardless of whether any shareholder tenders at a lower price. For the purpose of determining the Purchase Price, Shares tendered pursuant to a Purchase Price Tender will be considered to have been tendered at the minimum price per Share under the Offer. Shares tendered pursuant to a Proportionate Tender will be considered to have been tendered at a price per Share equal to the Purchase Price. Shares tendered by a shareholder pursuant to an Auction Tender will not be purchased by the Company pursuant to the Offer if the price per Share specified by the shareholder is greater than the Purchase Price. However, because of the preferential acceptance of Shares validly tendered at or below the Purchase Price by Odd Lot Holders (as defined below) and proration described in the Offer to Purchase and Bid Circular, the Company may not purchase all of the Shares tendered at or below the Purchase Price if the aggregate purchase price for Shares validly tendered and not validly withdrawn pursuant to Auction Tenders at Auction Prices at or below the Purchase Price and Purchase Price Tenders (the “Auction Tender Purchase Amount”) is greater than the Auction Tender Limit Amount. Shares not purchased in the Offer will be returned to depositing shareholders promptly after the Expiration Date. The Company reserves the right, in its sole discretion, to change the per Share purchase price range and to increase or decrease the value of Shares sought under the Offer, subject to applicable law.
As of August 19, 2026, there were 198,105,743 Shares issued and outstanding. If the Offer is fully subscribed, then US$230 million in value of Shares will be purchased, representing between 20.2% and 23.2% of the Company’s currently issued and outstanding Shares as of August 19, 2026, depending on the Purchase Price. Arbutus’s Shares are currently listed on the Nasdaq Stock Market under the symbol “ABUS”. On August 21, 2026, the last full trading day prior to the commencement of the Offer, the reported closing price of Arbutus’s Shares on the Nasdaq Stock Market was US$5.21 per Share, which is above the US$5.00 per Share lower end of the price range for the Offer. Accordingly, an election to accept the Purchase Price determined in the Offer may lower the Purchase Price to a price below such closing price and could be below the reported closing price on the Expiration Date. Shareholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase prices to tender their Shares.
Subject to applicable law, the Company expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Offer is open or to vary the terms and conditions of the Offer by giving written notice or oral notice to be confirmed in writing of such extension or variation to TSX Trust Company, the depositary for the Offer (the “Depositary”), and by causing the Depositary to provide to all shareholders, where required by law, as soon as practicable thereafter, a copy of a notice in the manner set forth in the Offer to Purchase and Bid Circular. Promptly after giving notice of an extension or variation to the Depositary, but, in the case of an extension, no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled or announced Expiration Date of the Offer, the Company will make a public announcement of the extension or variation and provide or cause to be provided notice of such extension or variation to Nasdaq (if required), the SEC (if required) and the applicable Canadian securities regulatory authorities. Any notice of extension or variation will be deemed to have been given and be effective on the day on which it is delivered or otherwise communicated to the Depositary at its principal office in Toronto, Ontario.
The Offer will expire at 5:00 p.m., New York City time, on September 29, 2026, unless the Company exercises its right to terminate the Offer or to extend the period of time during which the Offer will remain open. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.
In accordance with the instructions to the Letter of Transmittal, shareholders desiring to tender Shares may do so pursuant to an Auction Tender, a Purchase Price Tender or a Proportionate Tender. Shareholders