MEG Supplies Further Info Associated to the Improved Cenovus Transaction

All quantities in Canadian {dollars} except specified.

MEG Vitality Corp. (TSX: MEG) (“MEG”, or the “Firm”) is offering extra disclosure relating to the beforehand introduced asset transaction between Strathcona Sources Ltd. (TSX: SCR) (“Strathcona”) and Cenovus Vitality Inc. (TSX: CVE) (NYSE: CVE) (“Cenovus”), as initially disclosed in its press launch of October 27, 2025.

As beforehand introduced, MEG entered right into a second amending settlement (the “Second Amending Settlement”) with Cenovus to amend the association settlement between MEG and Cenovus dated August 21, 2025, as amended on October 7, 2025 (the “First Amending Settlement”), to extend the consideration payable to holders (“MEG Shareholders”) of frequent shares of MEG (“MEG Shares”) to $30.00 per MEG Share (the “Improved Consideration”), primarily based on Cenovus’s closing share value on October 24, 2025. Concurrent with the execution of the Second Amending Settlement, Cenovus entered into an settlement with Strathcona (the “SCR Assist Settlement”) pursuant to which Strathcona, holding 36.1 million MEG Shares representing 14.2% of the excellent MEG Shares, agreed to vote all of such MEG Shares for the acquisition of MEG by Cenovus (the “Cenovus Transaction”). Concurrent with and as a situation of coming into into the SCR Assist Settlement, Cenovus entered into an settlement (the “Divestiture Settlement”) with Strathcona to promote sure belongings, together with the Vawn thermal heavy oil asset in Saskatchewan and sure undeveloped lands in western Saskatchewan and Alberta (collectively, the “Divested Belongings”), for combination consideration of $150 million (the “CVE Divestiture”).

This press launch gives extra info relating to the SCR Assist Settlement, the CVE Divestiture and MEG’s consideration of it as a part of its analysis of the Improved Consideration.

MEG Particular Committee and Board Course of

Throughout the morning of Sunday, October 26, 2025, the President and Chief Government Officer of MEG was introduced with the phrases of the proposed Second Amending Settlement and concurrently knowledgeable by Cenovus of an settlement in precept between Cenovus and Strathcona in respect of the business phrases of the SCR Assist Settlement and the Divestiture Settlement. A gathering of the particular committee (“Particular Committee”) of the MEG board of administrators (the “MEG Board”) and a gathering of the MEG Board have been known as for the night of Sunday, October 26, 2025 to think about the proposed improve within the buy value from Cenovus and associated agreements between Cenovus and Strathcona.

The first consideration earlier than the Particular Committee on the night of Sunday, October 26, 2025 was whether or not or to not approve the Second Amending Settlement to replicate the elevated buy value provided by Cenovus of $0.50 per MEG Share. In contemplating the Second Amending Settlement, the Particular Committee was suggested that the Improved Consideration was contingent on Cenovus and Strathcona coming into into the SCR Assist Settlement and the Divestiture Settlement.

In figuring out whether or not to suggest approval of the Second Amending Settlement to the MEG Board, the Particular Committee thought-about the recommendation of its monetary and authorized advisors and out there details about the Divested Belongings, together with their location relative to Strathcona’s present belongings, out there manufacturing historical past, and the relative dimension of the belongings, which produced a median of roughly 5,000 barrels of oil equal per day (boe/d) thus far in 2025, within the context of the scale of Cenovus, the place Cenovus generated manufacturing of roughly 832,000 boe/d within the third quarter of 2025 and had a market capitalization in extra of $40 billion as of October 24, 2025.

Pursuant to the phrases of the Divestiture Settlement, the Divested Belongings are being offered to Strathcona for combination consideration of $150 million, comprised of $75 million in money paid on closing and as much as $75 million in contingent consideration depending on future commodity costs.

As MEG was not a celebration to both of the SCR Assist Settlement and the Divestiture Settlement and was not concerned in any negotiations associated to these agreements, the data that it had was essentially restricted to the foregoing materials phrases. Whereas MEG acquired copies of the SCR Assist Settlement and the Divestiture Settlement, they have been introduced to MEG in close to remaining kind and MEG didn’t touch upon the agreements.

BMO Capital Markets and RBC Capital Markets, the monetary advisors to the MEG Board and the Particular Committee, respectively, supplied monetary recommendation to the Particular Committee in respect of the materiality of the Divested Belongings to Cenovus and the affect of the CVE Divestiture on the consideration to be acquired by MEG Shareholders at closing of the Cenovus Transaction. Based mostly on the data out there to it, every monetary advisor suggested the MEG Board and Particular Committee that the Divested Belongings have been immaterial to Cenovus (and by implication to a mixed Cenovus and MEG) and that the CVE Divestiture wouldn’t materially affect the consideration to be acquired by MEG Shareholders beneath the Cenovus Transaction.

After contemplating recommendation from its exterior monetary and authorized advisors, the Particular Committee decided to suggest that the MEG Board approve the coming into into of the Second Amending Settlement. The MEG Board, knowledgeable partially by the advice of the Particular Committee and after contemplating recommendation from the exterior monetary and authorized advisors, decided that the coming into into of the Second Amending Settlement was in the very best pursuits of MEG, and unanimously authorised the Second Amending Settlement and the transactions contemplated thereby. 

In contemplating the approval of the Second Amending Settlement, though MEG is of the view that the Cenovus Transaction isn’t topic to the necessities of Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions, the MEG Board has as matter of equity, decided that the Cenovus Transaction must be thought-about a “enterprise mixture” for functions of MI 61-101 and thereby topic to a Minority Approval Vote (as outlined beneath) along with the approval of the Cenovus Transaction by at the least 66⅔% of the MEG Shareholders represented in individual or by proxy on the particular assembly of the MEG Shareholders to approve the Cenovus Transaction (the “Assembly”).

MI 61-101 requires that, along with another required safety holder approval, a enterprise mixture should be topic to “minority approval” (as outlined in MI 61-101), which is a straightforward majority of the votes forged thereon by MEG Shareholders current in individual or represented by proxy on the Assembly, after excluding the votes forged by these individuals whose votes are required to be excluded in accordance with MI 61-101 (the “Minority Approval Vote”). Pursuant to MI 61-101, MEG Shares held by a MEG Shareholder who’s a “associated celebration” could in sure circumstances, together with the place such celebration receives a collateral profit, be excluded from voting within the Minority Approval Vote. Strathcona is a “associated celebration” of MEG pursuant to MI 61-101 by advantage of its possession of better than 10% of the issued and excellent MEG Shares. Consequently, the 36.1 million MEG Shares held, immediately or not directly by Strathcona, and its respective associated events or joint actors, can be excluded for the aim of tabulating the Minority Approval Vote.

Divested Belongings

Following the announcement of the Second Amending Settlement, the SCR Assist Settlement and the CVE Divestiture, MEG has, with the cooperation of Cenovus, carried out an extra overview of the Divested Belongings. Based mostly upon info supplied by Cenovus on October 30, 2025, the Vawn thermal heavy oil asset in Saskatchewan and the 46 sections of undeveloped lands in Western Saskatchewan and Alberta forming a part of the Divested Belongings had whole proved reserves of 25.2 million barrels as at year-end 2024. MEG was knowledgeable that Cenovus agreed to a contingent cost as a result of manufacturing from the Divested Belongings had been inconsistent by way of the previous 12 months. The contingent consideration was set at $1.0 million for every greenback per barrel the Western Canada Choose (WCS) index averages above C$70 per barrel in a given quarter, payable quarterly over the 14 quarters following closing, as much as a most of $75 million. The following info supplied reaffirmed the Particular Committee and the MEG Board’s earlier understanding of the Divested Belongings and didn’t alter the Particular Committee and the MEG Board’s earlier view that the CVE Divestiture is immaterial to Cenovus and wouldn’t have a fabric affect on the consideration to be acquired by MEG Shareholders pursuant to the Cenovus Transaction.

Info Round

MEG filed an info round (“Round”) on September 12, 2025, as up to date by MEG’s press releases dated October 10, 2025, October 27, 2025 and October 30, 2025 in accordance with the interim order of the Court docket of King’s Bench of Alberta (the “Court docket”) dated September 9, 2025 (the “Interim Order”), which gives additional particulars on the Cenovus Transaction, election course of and the Assembly. In accordance with the phrases of the Interim Order, this information launch updates the data introduced within the Round, as amended.

Copies of the Round, the Letter of Transmittal and Election Kind, the First Amending Settlement, the Second Amending Settlement and extra info on the Assembly may be discovered at: https://www.megenergy.com/buyers/shareholder-information/special-meeting-of-meg-shareholders/.

Advisors

BMO Capital Markets and Burnet, Duckworth & Palmer LLP are appearing as monetary advisor and authorized counsel, respectively, to the Firm. RBC Capital Markets and Norton Rose Fulbright Canada LLP are appearing as monetary advisor and authorized counsel, respectively, to the Particular Committee.

Ahead-Trying Info

This press launch accommodates forward-looking statements and forward-looking info throughout the which means of relevant securities legal guidelines (“forward-looking statements”). Phrases corresponding to “anticipate”, “proceed”, “could”, “will”, “preserve”, “receive”, “after”, “promptly” and related expressions suggesting future occasions or future efficiency are supposed to determine forward-looking statements. Extra significantly and with out limitation, this press launch accommodates forward-looking statements and knowledge regarding: the expectation that the MEG Shares held by Strathcona, immediately and not directly, can be excluded for the aim of tabulating the Minority Approval Vote and different related statements.

Since forward-looking statements and knowledge deal with future occasions and circumstances, by their very nature they contain inherent recognized and unknown dangers and uncertainties. Precise outcomes might differ materially from these presently anticipated on account of quite a lot of assumptions, dangers and uncertainties together with, with out limitation: completion of the Cenovus Transaction on the anticipated phrases and timing, or in any respect, together with acquiring the requisite Court docket and MEG Shareholder approvals and the satisfaction of the circumstances to closing the Cenovus Transaction; the contingent consideration payable in reference to the CVE Divestiture, together with the quantity and timing thereof; the impact or final result of litigation and/or regulatory challenges which will come up in relation to the Cenovus Transaction or in any other case; the existence of any legal guidelines or materials adjustments thereto which will adversely have an effect on Cenovus or MEG or affect the completion of the Cenovus Transaction; potential antagonistic adjustments to enterprise prospects and alternatives ensuing from the announcement or completion of the Cenovus Transaction; and common enterprise, market and financial circumstances.

These forward-looking statements and knowledge are primarily based on sure key expectations and assumptions made by MEG. Completion of the Cenovus Transaction is topic to quite a lot of circumstances that are typical for transactions of this nature. Assumptions have been made with respect to the satisfaction of all circumstances precedent in respect of the Cenovus Transaction. Though MEG believes that the expectations and assumptions on which such forward-looking statements and knowledge are primarily based are affordable, undue reliance shouldn’t be positioned on the forward- wanting statements and knowledge as MEG can not give any assurance that they are going to show to be right. Accordingly, readers are cautioned that the precise outcomes achieved could fluctuate from the forward-looking info supplied herein and that the variations could also be materials. Readers are additionally cautioned that the foregoing record of assumptions, dangers and elements isn’t exhaustive.

Additional info relating to the assumptions and dangers inherent within the making of forward-looking statements and in respect of the Cenovus Transaction may be present in MEG’s different public disclosure paperwork which can be found by way of the Firm’s web site at http://www.megenergy.com/buyers and thru the SEDAR+ web site at www.sedarplus.ca.

The forward-looking info included on this information launch is expressly certified in its entirety by the foregoing cautionary statements. Except in any other case acknowledged, the forward-looking info included on this information launch is made as of the date of this information launch and MEG assumes no obligation to replace or revise any forward-looking info to replicate new occasions or circumstances, besides as required by regulation.

Oil and Fuel Advisories

The estimates of reserves for the Divested Belongings could not replicate the identical confidence degree as estimates of reserves for all properties, on account of results of aggregation.  Based mostly on the data supplied in Cenovus’s annual info kind for the 12 months ended December 31, 2024 dated February 19, 2025 (the “Cenovus AIF”), as at December 31, 2024, Cenovus’s whole proved reserves in Canada have been 5,587 MMboe. 

Based mostly on the data supplied within the Cenovus AIF, Cenovus’s proved reserves are evaluated annually by impartial certified reserves evaluators. The reserves estimates supplied herein are estimates solely, and there’s no assure that the estimated reserves can be recovered. Precise reserves could also be better than, or lower than, the estimates disclosed. Please see the Cenovus AIF (out there on SEDAR+ at sedarplus.ca and Cenovus’s web site at cenovus.com), together with the danger elements and advisories set out therein, for added info in respect of Cenovus’s reserves estimates.

Barrel of Oil Equal

“Boe” means barrel of oil equal. On this presentation, sure gasoline volumes have been transformed to boe on the ratio of six thousand cubic toes (“Mcf”) of pure gasoline to at least one barrel (“bbl”) of crude oil. The utilization of boe could also be deceptive, significantly if utilized in isolation. A boe conversion ratio of six Mcf to at least one bbl is predicated on an vitality equivalency conversion methodology primarily relevant on the burner tip and doesn’t characterize worth equivalency on the wellhead. On condition that the worth ratio primarily based on the present value of pure gasoline as in comparison with crude oil is considerably totally different from the vitality equivalency conversion ratio of six to at least one, using a boe conversion ratio of six Mcf to at least one bbl could also be deceptive as a sign of worth.

Abbreviations

Info Concerning Cenovus

This press launch contains sure info regarding Cenovus. Except in any other case indicated, such info was derived from the Cenovus AIF and different publicly out there paperwork of Cenovus, in addition to sure different third-party sources. Info relating to Cenovus’s manufacturing was supplied by Cenovus.

Though MEG has no data that may point out that any info supplied by Cenovus or in any paperwork filed by Cenovus is unfaithful or incomplete, MEG doesn’t assume any accountability for the accuracy or completeness of the data contained in such paperwork, or for any failure by Cenovus to reveal occasions which will have occurred or which will have an effect on the importance or accuracy of any such info, that are unknown to MEG.

For additional info:

Shareholder Questions:

MEG Investor Relations, 403.767.0515, make investments@megenergy.com

Sodali & Co., 1.888.999.2785 or 1.289.695.3075 for banks, brokers, and callers exterior North America, help@investor.sodali.com

Media Questions:

MEG Media Relations, 403.775.1131, media@megenergy.com

SOURCE MEG Vitality Corp.

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