Offer's share consideration exposes shareholders to a company with inferior assets

Selling by WEF and its investors to provide liquidity will put downward pressure on the share price

MEG is a uniquely attractive investment opportunity that warrants a premium valuation

MEG has initiated a strategic review of alternatives with the potential to surface an offer superior to the Company's compelling standalone plan

CALGARY, AB , June 16, 2025 /CNW/ - MEG Energy Corp. (TSX: MEG) ("MEG", or the "Company") announced today that its Board of Directors (the "Board") has determined that Strathcona Resources Ltd.'s ("Strathcona") unsolicited bid to acquire all of the issued and outstanding MEG shares is inadequate, opportunistic, and NOTin the best interests of MEG or its shareholders.

On May 30, 2025, Strathcona made a formal offer to acquire all of the issued and outstanding MEG shares it does not already own for a combination of 0.62 of a Strathcona share and $4.10 in cash per MEG share (the "Offer"). The Offer remains open until September 15, 2025.

MEG's Board formed a Special Committee to conduct a thorough evaluation of the Offer with the assistance of financial and legal advisors. Following this review and on the recommendation of the Special Committee, the Board has concluded that the consideration to be received by shareholders under the Offer is inadequate, from a financial point of view, to shareholders, is not in the best interests of the Company or its shareholders, and unanimously recommends that shareholders REJECTthe Offer by taking no action and NOT TENDER their shares.

"Strathcona's Offer is inadequate by all reasonable measures and is not the right path forward for MEG shareholders," said James McFarland, Chairman of the Board. "A combination with Strathcona would expose shareholders to inferior assets and significant capital markets risks, including a $6 billion overhang resulting from Waterous Energy Fund's ("WEF") 51% ownership in the combined company, which would allow WEF investors to realize liquidity over time."

The Board today filed its Directors' Circular, which provides information for shareholders about MEG's prospects and the Board's analysis, deliberations and recommendations. The Directors' Circular is available at www.megenergy.com/offer-update and on SEDAR+ at www.sedarplus.ca. Additional information can be found in the Investor Presentation, which is also available at www.megenergy.com/offer-update.

"MEG has driven substantial transformation over the last few years," said Darlene Gates, MEG's Chief Executive Officer. "With a stronger balance sheet and low-risk growth from our accretive Facility Expansion Project, we are delivering sustainable shareholder returns. Our growing free cash flow supports a robust return of capital program, while our multi-year investment plan provides access to high quality resource and reduces per-barrel costs and sustaining capital."

In its Directors' Circular, the Board details the reasons for its recommendations, including:

• The Offer's share consideration exposes shareholders to a company with inferior assets. MEG's asset portfolio is located in the heart of the Athabasca oil sands region, anchored by Christina Lake, a best-in-class SAGD project with top quartile asset characteristics and approximately five billion barrels of discovered bitumen initially-in-place ("DBIIP") supporting decades of low-risk, attractive growth. Together with undeveloped resource at Surmont, May River and Kirby, MEG has approximately 11 billion barrels of DBIIP. By contrast, Strathcona's assets are scattered, lack scale, and are located in less prolific areas with uncompetitive asset characteristics relative to MEG's Christina Lake.
  
  
• Selling by WEF and its investors to provide liquidity will put downward pressure on the share price. WEF's concentrated 51% ownership position introduces substantial and prolonged overhang risk, making the combined company a vehicle for WEF and its LP investors to sell their material ownership over time. Strathcona does not have sufficient trading liquidity for WEF and its LP investors to sell their interest in the market. If Strathcona combines with MEG, WEF will have more liquidity to attempt to sell its $6 billion stake. This selling pressure, or even the perceived risk of such selling pressure, will place immediate and significant downward burden on the share price of the combined company for a prolonged period of time.
  
  
• The Offer is inadequate. The Offer lacks a real premium. Its advertised premium was opportunistically calculated as the best and highest implied premium based on Strathcona's relatively thin trading. Since the announcement of the Offer, MEG shares have consistently traded above the implied value of the Offer, indicating that the market believes it significantly undervalues MEG's shares. In reality, the Offer of 0.62 of a Strathcona share and $4.10 in cash per MEG share does not represent a premium, but a significant discount when measured over periods other than the single day on which Strathcona calculated the advertised premium.
  
  
• Other paths to superior value maximization. MEG is a uniquely attractive investment opportunity: a pure play oil sands producer with best-in-class assets, an innovative team, and attractive growth opportunities. MEG warrants a premium valuation, which the Offer fails to deliver. MEG's Board has authorized the Company to initiate a strategic review of alternatives with the potential to surface an offer superior to the Company's compelling standalone plan.

As noted in the Directors' Circular, the Board also considered the following:

• The standalone plan offers low-risk, visible brownfield growth and free cash flow generation;
  
  
• MEG delivered outsized returns since its rejection of the previous unsolicited offer in 2018;
  
  
• Shareholders have publicly expressed concerns about the value of the Offer; and
  
  
• All research analysts covering MEG have price targets exceeding the value of the Offer.

The Board has received a written opinion from MEG's financial advisor, BMO Capital Markets stating that as of June 12, 2025, and based upon and subject to the assumptions, limitations and qualifications contained therein, the consideration offered to MEG shareholders (other than Strathcona and its affiliates) pursuant to the Offer is inadequate from a financial point of view to such shareholders. The Special Committee has received a written opinion from its financial advisor, RBC Capital Markets, to the effect that, as of June 12, 2025, and based upon and subject to the assumptions, limitations and qualifications contained therein and such other matters as RBC Capital Markets considered relevant, the consideration under the Offer is inadequate, from a financial point of view, to the shareholders (other than Strathcona and its affiliates).

For the reasons outlined above, and on the recommendation of the Special Committee, the Board has unanimously concluded that the Offer is not in the best interests of MEG or its shareholders.

MEG has a robust go-forward business plan that the Board believes will generate significant free cash flow and shareholder value, underpinned by MEG's high quality SAGD assets with decades of growth potential. With a focus on value maximization for MEG shareholders, the Board of Directors has authorized the Special Committee to initiate a strategic review of alternatives with the potential to surface an offer superior to the Company's compelling standalone plan. MEG, through its financial advisor, BMO Capital Markets, has begun an outreach to potential parties to explore and solicit potential interest in an alternative value maximizing transaction for shareholders.

NO ACTION is required to reject the Offer.

If you have already tendered your shares to the Offer, you can withdraw your shares by contacting your broker or Sodali & Co, the information agent retained by MEG, by toll-free phone call in North America to 1-888-999-2785, or to 1-289-695-3075 for banks, brokers, and callers outside North America or by e-mail at assistance@investor.sodali.com.

Advisors

BMO Capital Markets and Burnet, Duckworth & Palmer LLP are acting as financial advisor and legal advisor, respectively, to the Company and RBC Capital Markets and Norton Rose Fulbright Canada LLP are acting as financial advisor and legal counsel, respectively, to MEG's Special Committee.

Forward-Looking Information

Certain statements contained in this news release may constitute forward-looking statements within the meaning of applicable Canadian securities laws. These statements relate to future events or MEG's future performance. All statements other than statements of historical fact may be forward-looking statements. The use of any of the words "estimate", "will", "would", "project", "believe", "initiate", "plan", "target", "potential", "growth", "prolonged" and similar expressions are intended to identify forward-looking statements. Forward-looking statements are often, but not always, identified by such words. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. In particular, and without limiting the foregoing, this news release contains forward looking statements with respect to: the belief that a combination with Strathcona would expose shareholders to inferior assets and significant capital markets risks; the risk that Strathcona shareholders would use the combined company's liquidity to sell their shares and the potential for substantial and prolonged overhang risk; the anticipated benefits and results of MEG's multi-year investment plan; expectations in relation to WEF's ownership and the resulting overhang in the combined entity; the anticipated results of WEF using the additional liquidity of the combined entity to sell its $6 billion stake and the results thereof on the share price; the Board's belief that MEG's robust go-forward business plan will general significant free cash flow and shareholder value; the anticipated growth potential of MEG's high quality SAGD assets; the expectations with respect to the strategic review of alternatives, including the anticipated process and expected results therefrom; the price targets from research analysts covering MEG; and other similar statements.

Forward-looking information contained in this news release is based on management's expectations and assumptions regarding, among other things: Strathcona and WEF's intentions if the Offer is accepted; future dispositions of Strathcona's assets; future crude oil, bitumen blend, natural gas, electricity, condensate and other diluent prices; that tariffs currently in effect will remain the same; MEG's ability to obtain qualified staff and equipment in a timely and cost-efficient manner; foreign exchange rates and interest rates; the applicability of technologies for the recovery and production of MEG's reserves and contingent resources; the recoverability of MEG's reserves and contingent resources; MEG's ability to produce and market production of bitumen blend successfully to customers; MEG's ability to maintain its dividend and capital programs; MEG's future production levels and steam-to-oil ratios; future capital and other expenditures; MEG's operating costs; anticipated sources of funding for operations and capital investments; the regulatory framework governing royalties, land use, taxes and environmental matters, including federal and provincial climate change policies, in which MEG conducts and will conduct its business; MEG's future debt levels; geological and engineering estimates in respect of MEG's reserves and contingent resources; the geography of the areas in which MEG is conducting exploration and development activities; the impact of increasing competition on MEG; MEG's ability to obtain financing on acceptable terms; and business prospects and opportunities.

By its nature, such forward-looking information involves significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. Factors that could cause actual results to vary from forward-looking information or may affect the operations, performance, development and results of MEG's businesses include: the risk that the Offer may be varied, accelerated or terminated in certain circumstances; risks relating to the outcome of the Offer, including the risks associated with WEF's ownership; the risk that the conditions to the Offer may not be satisfied, or to the extent permitted, waived; the risk that no compelling or superior proposals will emerge from MEG's process to explore strategic alternatives; the risk that future opportunities to receive full and fair value and future upside of MEG's shares may not be realized; the risk that operating results will differ from what is currently anticipated; MEG's status and stage of development; the concentration of MEG's production in a single project; the majority of MEG's total reserves and contingent resources are non-producing and/or undeveloped; the uncertainty of reserve and resource estimates; long-term reliance on third parties; the effect or outcome of litigation; the effect of any diluent supply constraints and increases in the cost thereof; the potential delays of and costs of overruns on projects and future expansions of MEG's assets; operational hazards; competition for, among other things, capital, the acquisition of reserves and resources, pipeline capacity and skilled personnel; risks inherent in the bitumen recovery process; changes to royalty regimes; the failure of MEG to meet specific requirements in respect of its oil sands leases; claims made by Indigenous peoples; unforeseen title defects and changes to the mineral tenure framework; risks arising from future acquisition activities; sufficiency of funds; fluctuations in market prices for crude oil, natural gas, electricity and bitumen blend; future sources of insurance for MEG's property and operations; public health crises, similar to the COVID-19 pandemic, including weakness and volatility of crude oil and other petroleum products prices from decreased global demand resulting from public health crises; risk of war (including the conflicts between Russia and Ukraine and Israel, Hamas and Iran); general economic, market and business conditions; volatility of commodity inputs; variations in foreign exchange rates and interest rates; hedging strategies; national or global financial crisis; environmental risks and hazards, including natural hazards such as regional wildfires, and the cost of compliance with environmental legislation and regulations, including greenhouse gas regulations, potential climate change legislation and potential land use regulations; enacted and proposed export and import restrictions, including but not limited to tariffs, export taxes or curtailment on exports; failure to accurately estimate abandonment and reclamation costs; the need to obtain regulatory approvals and maintain compliance with regulatory requirements; the extent of, and cost of compliance with, laws and regulations and the effect of changes in such laws and regulations from time to time including changes which could restrict MEG's ability to access foreign capital; failure to obtain or retain key personnel; potential conflicts of interest; changes to tax laws (including without limitation, a potential United States border adjustment tax) and government incentive programs; the potential for management estimates and assumptions to be inaccurate; risks associated with establishing and maintaining systems of internal controls; risks associated with the tariffs imposed on the import and export of commodities and the possibility that such tariffs may change; political risks and terrorist attacks; risks associated with downgrades in the credit ratings for MEG's securities; cybersecurity errors, omissions or failures; restrictions contained in MEG's credit facilities, other agreements relating to indebtedness and any future indebtedness; any requirement to incur additional indebtedness; MEG defaulting on its obligations under its indebtedness; and the inability of MEG to generate cash to service its indebtedness.

Although MEG believes that the assumptions used in such forward-looking statements and information are reasonable, there can be no assurance that such assumptions will be correct. Accordingly, readers are cautioned that the actual results achieved may vary from the forward-looking information provided herein and that the variations may be material. Readers are also cautioned that the foregoing list of assumptions, risks and factors is not exhaustive.

Further information regarding the assumptions and risks inherent in the making of forward-looking statements and in respect of the Offer can be found under the heading "Cautionary Statement on Forward-Looking Statements" in the Directors' Circular, along with MEG's other public disclosure documents which are available through the Company's website at http://www.megenergy.com/investors and through the SEDAR+ website at www.sedarplus.ca.

The forward-looking information included in this news release is expressly qualified in its entirety by the foregoing cautionary statements. Unless otherwise stated, the forward-looking information included in this news release is made as of the date of this news release and MEG assumes no obligation to update or revise any forward-looking information to reflect new events or circumstances, except as required by law.

Advisory Regarding Oil and Gas Information

The information concerning MEG's DBIIP estimates in this news release was derived from: (1) a report of GLJ dated effective as of December 31, 2024 assessing and evaluating the proved and probable reserves and certain contingent resources of MEG's Christina Lake property, which has been prepared in accordance with National Instrument 51-101 and in accordance with the procedures and standards contained in the Canadian Oil and Gas Evaluation Handbook (the "Reserves and Contingent Resources Report"); and (2) a report of GLJ dated effective as of May 31, 2025 assessing and evaluating the discovered bitumen initially in place of MEG's Surmont, May River, Thornbury and Kirby assets (the "DBIIP Report"), which has been prepared in accordance with the procedures and standards contained in the Canadian Oil and Gas Evaluation Handbook.

Such DBIIP estimates described in this news release are estimates only and the actual quantities of recoverable bitumen and other product types may be greater or less than those estimated.

There are significant differences in the criteria associated with the classification of reserves and contingent resources. Contingent resource estimates involve additional risk, specifically the risk of not achieving commerciality, not applicable to reserves estimates. There is no certainty that it will be commercially viable to produce any portion of the resources. The estimates of reserves and resources from individual properties may not reflect the same confidence level as estimates of reserves and resources for all properties, due to the effects of aggregation. Further information regarding the estimates and classification of MEG's reserves and resources is contained within MEG's public disclosure documents on file with Canadian securities regulatory authorities, and in particular, within MEG's annual information form dated February 27, 2025 for the year ended December 31, 2024 available through the SEDAR+ website at www.sedarplus.ca.

With respect to MEG's oil sands assets, DBIIP is equivalent to discovered petroleum initially-in-place, which is defined in the Canadian Oil and Gas Evaluation Handbook as the quantity of petroleum that is estimated, as of a given date, to be contained in known accumulations prior to production. The recoverable portion of discovered petroleum initially-in-place includes production, reserves and contingent resources; the remainder is unrecoverable. Bitumen in place should not be confused with bitumen "reserves" that are the technically and economically recoverable portion of it.

There is no certainty that it will be commercially viable to produce any portion of the resources described by the estimated DBIIP.

The DBIIP estimates have not been risked for the chances of development. There are no recovery projects defined for the volumes of DBIIP. Given the insufficient data to determine an expected recovery factor, a contingent or prospective resource or reserve amount cannot be estimated. The key variables relevant to the DBIIP evaluation are porosity, reservoir thickness, pressure, water saturation and gas composition which have increasing uncertainty with distance from existing wells. There are numerous uncertainties inherent in estimating DBIIP, including the accuracy of each input underlying the DBIIP calculations and the reliability of the data used to estimate the DBIIP. The accuracy of the DBIIP estimates is, in part, a function of the quality and quantity of available data and of engineering and geological interpretation and judgment. The availability of additional data and analysis would necessitate revisions. Such revisions may be material.

DBIIP is the most specific assignable category for the resources in MEG's Surmont, Thornbury, May River and Kirby projects as these growth properties are not in MEG's short-term development strategy and MEG has not commissioned a current independent qualified reserves evaluator to support any more specific assignable categories.

This news release discloses DBIIP of approximately 5 bn bbl for MEG's Christina Lake project. More specifically, the DBIIP estimate for MEG's Christina Lake project is 5,306.8 MMbbl, which is comprised of: proved plus probable bitumen reserves of 1,938.9 MMbbl on a MEG gross basis, risked best estimate contingent resources (with a project maturity sub-class development pending) of 912.4 MMbbl on a MEG gross basis, 2,057.5 MMbbl of unrecoverable portions of DBIIP (which includes 47.3 MMbbl of unrisked best estimate contingent resources) and 398.0 MMbbl of cumulative production, all as per the Reserves and Contingent Resources Report.

Abbreviations

In this news release, the following abbreviations have the meanings set forth below:

MMbbl        million barrels of oil
bn bbl         billions of barrels of oil

For media inquiries, please contact:
Jim Campbell
Vice President, Communications and External Relations
T 403.775.1117

SOURCE MEG Energy Corp.