MEG Announces Filing of Amending Agreement and Additional Key Dates for the Improved Cenovus Transaction

Executive Summary

• MEG Energy filed an Amending Agreement that raises the share consideration for MEG shareholders to C$29.79 per share (based on Cenovus’s closing price on Oct 10, 2025).
• The special shareholder meeting was postponed to Oct 22, 2025, giving investors additional time to submit proxy votes and election forms.
• Subject to satisfaction of closing conditions, the Improved Cenovus Transaction is now expected to close on or about Oct 27, 2025.

Key Details

• The Amending Agreement amends the original Arrangement Agreement (dated Aug 21, 2025) and increases the percentage of share consideration payable to MEG shareholders.
• MEG’s application for a final court order is scheduled for Oct 24, 2025; interested parties must file notices of intention to appear by Oct 15, 2025.
• Revised Letter of Transmittal and Election Form have been distributed to all registered MEG shareholders for cash‑/share‑mix elections.
• The Board unanimously recommends that shareholders vote FOR the transaction at the rescheduled meeting (Oct 22, 2025, 9:00 a.m. Calgary time).
• Dissent rights are preserved under Alberta’s Business Corporations Act; dissent notices must be received by Oct 15, 2025.
• Pro forma consolidated capitalization of Cenovus after the transaction is projected at C$42,458 million, up from C$34,336 million pre‑transaction.
• The amendment also reflects anticipated borrowings: a C$1.1 billion bridge facility and a C$2.7 billion term facility, to fund the cash portion of consideration and related transaction costs.
• 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.)