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Strathcona Sources Ltd. (” Strathcona “) immediately introduced: (i) the termination of its take-over bid (the ” Supply “) for MEG Vitality Corp. (” MEG “), (ii) a gathering of shareholders to approve a particular distribution of $10.00 share, and (iii) a company replace.
Termination of MEG Supply
On account of the revised association settlement between the MEG board of administrators (the ” MEG Board “) and Cenovus Vitality Inc. (” Cenovus “), Strathcona believes the circumstances to its Supply, or any moderately improved provide, are not able to being happy.
On the again of a failed shareholder vote, the MEG Board’s resolution to waive Cenovus’ standstill and permit it to vote shares acquired after the report date in favour of its personal transaction is with out precedent within the Canadian public markets and the newest in a sequence of anti-competitive actions taken by the MEG Board. Strathcona has concluded that the MEG Board’s capacity to constantly prolong the Cenovus assembly date, and constantly enable Cenovus to buy and vote further shares, makes an improved provide for MEG impractical and never in the perfect pursuits of Strathcona shareholders.
Whereas Strathcona is disenchanted with this end result, it’s happy that its actions, together with these of its fellow MEG shareholders, delivered one thing which the MEG Board couldn’t, particularly a extra equitable transaction with Cenovus which permits MEG shareholders to take part extra meaningfully in future upside. Strathcona wish to thank its shareholders for his or her help all through the MEG course of, in addition to the numerous MEG shareholders it acquired help from and tendered their shares.
Strathcona has terminated the Supply efficient instantly in accordance with the phrases and circumstances of the unique provide and accompanying take-over bid round of Strathcona dated Could 30, 2025 , as amended by the discover of variation, change and extension dated September 10, 2025 . Accordingly, no MEG shares might be taken up below the Supply and the MEG shares which were deposited below the Supply might be promptly returned to MEG shareholders.
Launch of Particular Distribution
As beforehand disclosed, Strathcona intends to pay a particular distribution of $10.00 per share (the ” Particular Distribution “) to all Strathcona frequent shareholders. The Particular Distribution is predicted to be accomplished as a part of a statutory plan of association (the ” Plan of Association “) that may entitle Strathcona shareholders to obtain the Particular Distribution as a dividend or, at their election, a return of capital. The Particular Distribution might be paid in reference to the reorganization of Strathcona’s enterprise right into a pure-play heavy oil firm and discontinuance of its Montney enterprise phase, and derived from the money proceeds acquired from the sale of such enterprise phase.
Strathcona shareholders of report as of the shut of enterprise on October 17, 2025 might be requested to approve the Plan of Association at a particular assembly of shareholders anticipated to be held on Thursday, November 27, 2025 , the place it have to be accredited by not less than two-thirds of the votes forged on the shareholder assembly. Sure restricted partnerships managed by Waterous Vitality Fund (” WEF “), which collectively personal roughly 79.6% of the excellent shares, have suggested Strathcona that they intend to vote in favour of the Plan of Association and, accordingly, it’s anticipated that the Particular Distribution might be accredited. The transaction additionally requires the approval of the Alberta Courtroom of King’s Bench. If shareholder and court docket approval are obtained, Strathcona at the moment expects to impact the Particular Distribution in December 2025 .
Full particulars of the Particular Distribution and the Plan of Association might be described in Strathcona’s administration info round and different associated supplies. These paperwork are anticipated to be supplied to shareholders, filed with the Canadian securities regulators on SEDAR+ below Strathcona’s profile at www.sedarplus.ca and posted on Strathcona’s web site on or about November 6, 2025 .
Company Replace
Following the sale of MEG, Strathcona would be the solely pure play oil firm in North America producing greater than 50 Mbbls / d with out mines or refineries. An up to date company presentation has been posted on Strathcona’s web site, which supplies additional particulars on Strathcona’s go-forward technique and long-range plan, which Strathcona shareholders are inspired to evaluation.
Strathcona stays dedicated to its beforehand disclosed long-range plan of natural development from 120 Mbbls / d to 195 Mbbls / d by 2031 (a ten% CAGR), made potential by its lengthy reserves life index (29 years proved, 49 years proved plus possible), excessive margin manufacturing, and deep stock of low breakeven drilling places. 100% of the deliberate development is predicted to come back from Strathcona’s SAGD properties, with roughly 9 Mbbls / d coming from filling current facility capability and roughly 66 Mbbls / d from three brownfield SAGD initiatives. The vast majority of Strathcona’s incremental manufacturing development might be bought within the U.S. Gulf Coast by way of Strathcona’s owned and operated Hamlin Rail Terminal and new long-haul pipeline capability. As a part of this long-range plan, Strathcona’s board of administrators has accredited a 2026 capital price range of $1.0 billion , with related manufacturing steerage of 115 Mbbls / d to 125 Mbbls / d and exit manufacturing of roughly 130 Mbbls / d.
Upon completion of the Particular Distribution, Strathcona expects to have roughly $2.0 billion in debt internet of marketable securities, and greater than $1.0 billion in obtainable liquidity. Extra free money stream, above Strathcona’s current base dividend of $0.30 / share / quarter, might be allotted opportunistically between debt reimbursement, M&A and additional shareholder returns.
WEF Share Go-By means of
Strathcona immediately additionally introduced that WEF intends to finish a further sequence of share pass-through transactions to its restricted companions, in accordance with its beforehand said intentions and in the same method because it did in January 2025 . WEF expects to distribute as much as roughly 13% of the excellent shares of Strathcona to its restricted companions in two phases, with roughly 5% anticipated to be distributed in November 2025 and as much as a further 8% in early 2026. Following completion of the share pass-through transactions, WEF’s possession in Strathcona will lower from 79.6% to roughly 66.6%. No member of the WEF common accomplice, or any WEF worker, receiving shares as a part of the pass-through has plans to promote any shares following the distribution right now.
About Strathcona
Strathcona is one in every of North America’s quickest rising pure play heavy oil producers with operations targeted on thermal oil and enhanced oil restoration. Strathcona is constructed on an modern strategy to development achieved by way of the consolidation and improvement of long-life property. Strathcona’s frequent shares (image SCR) are listed on the Toronto Inventory Trade (TSX).
For extra details about Strathcona , go to www.strathconaresources.com .
Web site addresses are supplied for informational functions solely and no info contained on, or accessible from, such web sites is included by reference on this information launch except expressly included by reference.
Early Warning Reporting
No securities of MEG have been acquired or disposed of by Strathcona . Reasonably, this information launch is issued pursuant to Nationwide Instrument 62-104 – Take-Over Bids and Issuer Bids and Nationwide Instrument 62-103 – The Early Warning System and Associated Take-Over Bid and Insider Reporting Points as a consequence of a change in materials truth contained in essentially the most just lately filed early warning report of Strathcona . An amended early warning report reflecting the termination of the Supply by Strathcona might be electronically filed by Strathcona immediately with the relevant securities fee in every jurisdiction the place MEG is a reporting issuer and might be obtainable on MEG’s SEDAR+ profile at www.sedarplus.ca . For additional info or to acquire a duplicate of the amended early warning report, please contact Strathcona’s Chief Monetary Officer by e-mail at data@strathconaresources.com or by cellphone at (403) 930-3000.
Strathcona is an organization current below the legal guidelines of the Province of Alberta , and its head workplace is situated at Suite 1900, 421 – seventh Avenue S.W., Calgary, Alberta, Canada T2P 4K9.
Non-GAAP Measures and Ratios
Supplementary Monetary Measures
“Debt internet of marketable securities” is comprised of debt much less marketable securities, as derived below IFRS Accounting Requirements” Presentation of Oil and Gasoline Info
All manufacturing volumes offered on this information launch are proven in barrels (bbl), together with these derived from pure fuel. Pure fuel equivalency volumes for functions of reporting manufacturing or “boe” (barrels of oil equal) have been derived utilizing the ratio of six thousand cubic toes of fuel to 1 barrel of oil (6 Mcf: 1 bbl). Such figures could also be deceptive, significantly if utilized in isolation. The foregoing conversion ratio relies on an vitality equivalency conversion technique primarily relevant on the burner tip and don’t symbolize a price equivalency on the wellhead. On condition that the worth ratio of oil in comparison with pure fuel based mostly on at the moment prevailing costs is considerably completely different than the vitality equivalency ratio of 1 bbl : 6 mcf, using a conversion ratio of 1 bbl : 6 mcf could also be deceptive as a sign of worth.
References on this information launch to preliminary manufacturing charges and different short-term manufacturing charges and take a look at outcomes are helpful in confirming the presence of hydrocarbons, nonetheless, such charges usually are not determinative of the charges at which such wells will start manufacturing and decline thereafter and usually are not indicative of long-term efficiency or of final restoration. Whereas encouraging, readers are cautioned to not place reliance on such charges in calculating mixture manufacturing for Strathcona or the property for which such charges are supplied. A stress transient evaluation or well-test interpretation has not been carried out in respect of all wells. Accordingly, the take a look at outcomes must be thought-about to be preliminary.
References to “liquids” on this information launch discuss with, collectively, bitumen, heavy oil, condensate and light-weight oil (comprised of condensate and light-weight oil) and different pure fuel liquids (” NGL “) (comprised of ethane, propane and butane solely). References to “oil and condensate” on this information launch discuss with, collectively, mild and medium crude oil, heavy crude oil, bitumen and pure fuel liquids. References to “pure fuel” on this information launch refer to standard pure fuel.
Ahead-Trying Info
This information launch incorporates sure “forward-looking info” throughout the that means of relevant Canadian securities legal guidelines and “forward-looking statements” throughout the that means of relevant U.S. securities legal guidelines (collectively, ” forward-looking info “) and are potential in nature. Ahead-looking info isn’t based mostly on historic information, however reasonably on present expectations and projections about future occasions, and is due to this fact topic to dangers and uncertainties that would trigger precise outcomes to vary materially from the longer term outcomes expressed or implied by the forward-looking info. Typically, however not at all times, forward-looking info may be recognized by way of forward-looking phrases reminiscent of “believes”, “plans”, “expects”, “intends” and “anticipates”, or variations of such phrases, and phrases or statements that sure actions, occasions or outcomes “could”, “may”, “ought to”, “would”, “would possibly” or “will” be taken, happen or be achieved. Ahead-looking info contained on this information launch consists of, however isn’t restricted to, expectations regarding the Particular Distribution, together with the rationale for and the quantity of the Particular Distribution, timing thereof and anticipated approvals therefor; the anticipated tax remedy of the Particular Distribution for shareholders resident in Canada and in jurisdictions apart from Canada ; the anticipated timing for submitting and mailing the administration info round and different associated supplies; Strathcona’s manufacturing and capital spending steerage for 2026 and long-range development plans; expectations concerning the sale of incremental manufacturing, together with the anticipated market and technique of supply; forecasted debt and obtainable liquidity; anticipated allocation and makes use of of extra free money stream; WEF’s intention to finish a further sequence of pass-through transactions to its restricted companions, together with WEF’s anticipated share possession following such transactions and the timing thereof; and expectations concerning future share gross sales by members of the WEF common accomplice or WEF staff.
Though Strathcona believes that the expectations mirrored by the forward-looking info offered on this information launch are affordable, the forward-looking info relies on assumptions and components regarding future occasions which will show to be inaccurate. These assumptions and components are based mostly on info at the moment obtainable to Strathcona about itself and the enterprise wherein it operates. Info utilized in creating forward-looking info has been acquired from numerous sources, together with third get together consultants, suppliers and regulators, amongst others. The fabric assumptions used to develop the forward-looking info herein embrace, however usually are not restricted to: the power of Strathcona to pursue, full and fund the Particular Distribution, together with the anticipated sources of funding therefor and the anticipated affect thereof on Strathcona’s monetary place; the power of Strathcona to acquire all approvals required to finish the Particular Distribution in a well timed method and on the timeline set forth on this information launch; the success of Strathcona’s operations and development and growth initiatives; expectations concerning manufacturing development, future properly manufacturing charges and reserve volumes; expectations concerning Strathcona’s capital program, together with the outlook for common financial developments, business developments, prevailing and future commodity costs, international alternate charges and rates of interest; the provision of third get together providers; prevailing and future royalty regimes and tax legal guidelines; future properly manufacturing charges and reserve volumes; fluctuations in vitality costs based mostly on worldwide demand and geopolitical occasions; expectations concerning the affect of tariffs on Strathcona’s operations and its capacity to successfully mitigate the affect thereof; the affect of inflation; the integrity and reliability of Strathcona’s property; decommissioning obligations; Strathcona’s capacity to adjust to its monetary covenants; and the governmental, regulatory and authorized atmosphere. Though Strathcona believes that the assumptions made and the expectations represented by such info are affordable, there may be no assurance that the forward-looking info herein will show to be correct.
The forward-looking info included on this information launch isn’t a assure of future efficiency. As a result of precise outcomes or outcomes may differ materially from these expressed in any forward-looking info, readers shouldn’t place undue reliance on any such forward-looking info. By its nature, forward-looking info relies on assumptions and includes identified and unknown dangers, uncertainties and different components which will trigger precise outcomes, efficiency or achievements to be materially completely different from future outcomes, efficiency or achievements expressed or implied by such forward-looking info. Components that would trigger precise occasions to vary materially from these contemplated or implied by the forward- wanting info on this information launch embrace, however usually are not restricted to, adjustments in tax regulation and apply; the shortcoming of Strathcona to acquire the approvals required to finish the Particular Distribution, in a well timed method or in any respect; an lack of ability to acquire supply providers and the impacts attributable to a postal strike; adjustments in commodity costs; adjustments within the demand for or provide of Strathcona’s merchandise; the continued affect, or additional deterioration, in international financial and market circumstances, together with from inflation and/or sure geopolitical conflicts, reminiscent of the continuing Russia / Ukraine battle and the battle within the Center East , and different heightened geopolitical dangers, together with the imposition of tariffs or different commerce obstacles, and the power of Strathcona to hold on operations as contemplated in mild of the foregoing; determinations by the Group of the Petroleum Exporting Nations and different nations as to manufacturing ranges; unanticipated working outcomes or manufacturing declines; adjustments in tax or environmental legal guidelines, local weather change, royalty charges or different regulatory issues; adjustments in Strathcona’s improvement plans or by third get together operators of Strathcona’s properties; competitors from different producers; lack of ability to retain drilling rigs and different providers; failure to appreciate the anticipated advantages of Strathcona’s acquisitions; incorrect evaluation of the worth of acquisitions; delays ensuing from or lack of ability to acquire required regulatory approvals; elevated debt ranges or debt service necessities; inflation; adjustments in international alternate charges; inaccurate estimation of Strathcona’s oil and fuel reserve and contingent useful resource volumes; restricted, unfavourable or a scarcity of entry to capital markets or different sources of capital; elevated prices; a scarcity of satisfactory insurance coverage protection; the affect of rivals; and the opposite dangers described in Strathcona’s annual info kind for the yr ended December 31, 2024 and different paperwork filed by Strathcona with the relevant Canadian securities regulatory authorities (obtainable below Strathcona’s profile on SEDAR+ at www.sedarplus.ca ).
Declaration of dividends is on the sole discretion of the Board of Administrators of Strathcona and can proceed to be evaluated on an ongoing foundation. There are dangers which will end in Strathcona altering, suspending or discontinuing its quarterly dividends, together with adjustments to its free money stream, working outcomes, capital necessities, monetary place, debt ranges, market circumstances or company technique and the necessity to adjust to necessities below its credit score settlement and relevant legal guidelines respecting the declaration and cost of dividends. There aren’t any assurances as to the persevering with declaration and cost of future dividends or the quantity or timing of any such dividends.
Administration accredited the capital price range and manufacturing steerage contained herein as of the date of this information launch. The aim of the capital price range and manufacturing steerage is to help readers in understanding Strathcona’s anticipated and focused monetary place and efficiency, and this info might not be acceptable for different functions.
This information launch incorporates info which will represent future-oriented monetary info or monetary outlook info (collectively, ” FOFI “) about Strathcona’s potential monetary efficiency, monetary place or money flows, all of which is topic to the identical assumptions, threat components, limitations and {qualifications} as set forth above. Readers are cautioned that the assumptions used within the preparation of such info, though thought-about affordable on the time of preparation, could show to be imprecise or inaccurate and, as such, undue reliance shouldn’t be positioned on FOFI. Strathcona’s precise outcomes, efficiency and achievements may differ materially from these expressed in, or implied by, FOFI. Strathcona has included FOFI to be able to present readers with a extra full perspective on Strathcona’s future operations and administration’s present expectations regarding Strathcona’s future efficiency. Readers are cautioned that such info might not be acceptable for different functions.
The foregoing dangers shouldn’t be construed as exhaustive. The forward-looking info contained on this information launch is supplied as of the date hereof and Strathcona doesn’t undertake any obligation to publicly replace or to revise any of the forward-looking info included herein to mirror new circumstances or occasions, besides as required by relevant securities legal guidelines. The forward-looking info contained on this information launch is expressly certified by this cautionary assertion.
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SOURCE Strathcona Sources Ltd.
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