Strathcona Resources Ltd. Announces Voting Support Agreement for Cenovus Energy Inc.'s Acquisition of MEG Energy Corp. and Agreement to Purchase Vawn Thermal Project and Certain Undeveloped Thermal Lands from Cenovus

Executive Summary

• Strathcona Resources entered into a voting support agreement with Cenovus to back Cenovus’s $30 cash/1.255‑share per share acquisition of MEG Energy, committing to vote its 36.1 M MEG shares in favor at the MEG special meeting on Oct. 30, 2025.
• Simultaneously, Strathcona agreed to purchase the Vawn thermal project and associated undeveloped thermal lands from Cenovus for $75 million cash up‑front plus up to an additional $75 million contingent consideration tied to Western Canada Select oil prices.

Key Details

• Voting Support Agreement
• Parties: Strathcona Resources Ltd. & Cenovus Energy Inc.
• Purpose: Support Cenovus’s acquisition of MEG Energy Corp. (the “Cenovus‑MEG Transaction”).
• Consideration in Cenovus‑MEG deal: $30.00 cash or 1.255 Cenovus common shares per MEG share, subject to pro‑ration.
• Strathcona will vote its 36,100,000 MEG common shares in favor at the MEG special shareholders’ meeting scheduled for Oct 30, 2025.

• Agreement terminates upon completion or termination of the Cenovus‑MEG Transaction or upon termination of the asset purchase agreement with Cenovus.

• Asset Purchase (Strathcona‑Cenovus)

• Assets: Vawn thermal project and undeveloped thermal lands at Lindbergh, Plover Lake, and Glenbogie.
• Initial cash consideration: $75 million payable on closing.

• Contingent consideration: Up to $75 million, based on Western Canada Select (WCS) price – $1 million for each dollar per barrel WCS averages above C$70 in a quarter, payable quarterly over the next 14 quarters (maximum $75 M).

• Contingent Consideration Mechanics

• Trigger: WCS index average > C$70/barrel in any given quarter.

• Payment schedule: Quarterly payments for up to 14 quarters following closing.

• Regulatory & Reporting

• Strathcona filed an amended early‑warning report under NI 62‑104/62‑103 reflecting the voting support agreement.
• No securities of MEG were acquired or disposed of by Strathcona at the time of release.

Notable Quotes

(No direct quotes provided in the release.)