MEG Provides Additional Information Related to the Improved Cenovus Transaction

Executive Summary

• MEG Energy Corp. disclosed a Second Amending Agreement with Cenovus that raises the purchase price for MEG shares to C$30.00 per share, an increase of C$0.50 over the prior offer.
• The amendment is contingent on Strathcona Resources’ support agreement and a $150 million divestiture of assets by Cenovus to Strathcona; advisors deem these ancillary agreements immaterial to the overall transaction.
• MEG’s board and special committee have approved the Second Amending Agreement, and the company will seek minority shareholder approval under MI 61‑101 at a forthcoming special meeting.

Key Details

• Improved Consideration: C$30.00 per MEG share (based on Cenovus closing price = Oct 24 2025).
• Second Amending Agreement: Executed Oct 26 2025; supersedes First Amending Agreement (Oct 7 2025).
• SCR Support Agreement: Strathcona holds 36.1 million MEG shares (≈14.2% of outstanding) and will vote all for the Cenovus acquisition.
• Divestiture Agreement: Cenovus to sell Vawn thermal heavy‑oil asset + 46 undeveloped land sections to Strathcona for $150 million total ($75 M cash at closing, up to $75 M contingent on WCS price).
• Asset Production: Divested assets produced ~5,000 boe/d in 2025; Cenovus produced ≈832,000 boe/d Q3‑2025.
• Advisors’ View: Both BMO Capital Markets (MEG board) and RBC Capital Markets (Special Committee) consider the divested assets immaterial to Cenovus and the transaction’s consideration.
• Minority Approval Vote: MEG will treat the transaction as a “business combination” under MI 61‑101, requiring a simple majority of eligible shareholders (excluding Strathcona‑related shares).
• Contingent Consideration Details: $1 M per dollar per barrel that the Western Canada Select index exceeds C$70/barrel in a quarter, payable quarterly over 14 quarters, capped at $75 M.
• Reserves of Divested Assets: Proven reserves of 25.2 MMbbl as of year‑end 2024 (per Cenovus AIF).
• Information Circular: Updated on Sep 12 2025 and further amended by press releases on Oct 10, Oct 27, and Oct 30 2025; available at MEG’s investor website.
• Legal & Financial Advisors: BMO Capital Markets & Burnet, Duckworth & Palmer LLP (MEG); RBC Capital Markets & Norton Rose Fulbright Canada LLP (Special Committee).

Notable Quotes

(No direct CEO/President quotes were included in the release.)