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MEG Reminds Shareholders to Vote FOR the Cenovus Transaction Ahead of the Proxy Deadline of Tuesday October 7, 2025, at 9:00 a.m. (Calgary Time)

Press Release

CALGARY, AB, Oct. 1, 2025 – MEG Energy Corp. (TSX: MEG) (“MEG” or the “Company”) reminds shareholders of MEG (“MEG Shareholders”) to vote FOR the proposed plan of arrangement (the “Cenovus Transaction”) involving MEG, the MEG Shareholders and Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) (“Cenovus”).

Vote FOR the Cenovus Transaction Today – Deadline Approaching

The Board of Directors of MEG (the “MEG Board”) urges you to deposit your proxy or voting instruction form and vote FOR the resolution approving the Cenovus Transaction ahead of the proxy deadline of TuesdayOctober 7, 2025 at 9:00 a.m. (Calgary Time).

Due to time sensitivity and the Canada Post strike, MEG Shareholders are strongly encouraged to only vote online or by telephone using the instructions below:

Registered MEG Shareholders

Beneficial MEG Shareholders

Who?

If your MEG Shares are held in your name and represented by a
physical certificate or DRS Advice 

If your MEG Shares are held with a broker, bank or other intermediary

Telephone

Call 1.866.732.VOTE (8683) (toll-free in North America) or 1.312.588.4290
(outside North America) using the 15-digit control number found in their proxy.

If you have not received your 15-digit control number, please contact
1-800-564-6253 (toll-free in North America) or +1-514-982-7555
(outside North America).

Call the toll-free number on your voting instruction form (VIF) and vote using the
16-digit control number provided therein

Online

www.investorvote.com (requires your 15-digit control number from your broker)

www.proxyvote.com (requires your 16-digit control number from your broker)

Questions and Assistance with Voting

If you have not yet received your voting materials, please contact your broker or investment advisor to obtain your 16-digit control number and vote immediately at www.proxyvote.com. Alternatively, contact Sodali & Co. at 1-888-999-2785 or assistance@investor.sodali.com for help casting your vote.

Reminder to Submit Your Election for Your Preferred Consideration

MEG also reminds MEG Shareholders to submit their elections in respect of the consideration to be received pursuant to the Cenovus Transaction. To be valid, MEG Shareholders must submit their elections to Computershare Investor Services Inc. (the “Depositary”), who is acting as depositary in connection with the Cenovus Transaction, prior to the election deadline of October 7, 2025, at 4:30 p.m. (Calgary time) (the “Election Deadline”).

The Cenovus Transaction provides MEG Shareholders with a choice to elect their preferred form of consideration and each MEG Shareholder will be entitled to elect to receive:

i.

$27.25 in cash per MEG Share (“Cash Consideration”); or

ii.

1.325 Cenovus common shares (each whole share, a “Cenovus Share”) per MEG Share (“Share Consideration”); or

iii.

a combination of Cash Consideration and Share Consideration,

in all cases, subject to rounding and proration based on the maximum amount of cash and the maximum amount of Cenovus Shares to be provided to MEG Shareholders, as set out in the arrangement agreement between MEG and Cenovus dated August 21, 2025. On a fully prorated basis, consideration per MEG Share represents approximately $20.44 in cash and 0.33125 of a Cenovus Share.

The consideration to be received by MEG Shareholders values MEG at $28.26 per MEG Share on a fully prorated basis at Cenovus’s closing share price on September 30, 2025, representing an enterprise value of MEG of approximately $8.2 billion, including assumed debt.

MEG Shareholders who do not submit their election ahead of the Election Deadline, will be deemed to have elected to receive Cash Consideration with respect to 75% of their MEG Shares and Share Consideration with respect to 25% of their MEG Shares.

Notwithstanding the election or deemed election of a MEG Shareholder for Cash Consideration or Share Consideration, such MEG Shareholder may receive a combination of Cash Consideration and Share Consideration (or a different combination than what was elected by such MEG Shareholder), depending on the elections (including deemed elections) made by all other MEG Shareholders.

A MEG Shareholder will not actually receive any consideration pursuant to the Cenovus Transaction until the Cenovus Transaction is completed, and such MEG Shareholder has returned properly completed documents to the Depositary, including the Letter of Transmittal and Election Form and any certificate(s) or DRS Advice(s) representing its MEG Shares.

Due to the time sensitivity and the Canada Post strike, MEG recommends that all MEG Shareholders make their elections and courier any required documentation as soon as possible and sufficiently in advance of the Election Deadline to permit delivery to the Depositary at or prior to the Election Deadline in accordance with the below instructions.

  • Please courier to Computershare Investor Services Inc. at any of the following addresses:

    Toronto: 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6, Canada, 1.416.263.2900

    Montreal: 650 de Maisonneuve Blvd. West, 7th floor, Montreal, QC, H3A 3T2, Canada, 1.514.982.7888

    Vancouver: 510 Burrard St, 3rd Floor, Vancouver, BC V6C 3B9, Canada, 1.604.661.9400

    Calgary: 800 – 324 8 Avenue SW Calgary, AB T2P 2Z2, Canada, 1.403.267.6800

Registered MEG Shareholders: MEG mailed a Letter of Transmittal and Election Form to each registered MEG Shareholder which outlines the necessary documentation and information required to make an election in respect of the consideration such MEG Shareholder wishes to receive under the Cenovus Transaction. Registered MEG Shareholders should refer to the instructions contained in the Letter of Transmittal and Election Form and ensure they provide the required documentation and information to the Depositary ahead of the Election Deadline. The Letter of Transmittal and Election Form is for use by registered MEG Shareholders only and can also be found at: https://www.megenergy.com/investors/shareholder-information/special-meeting-of-meg-shareholders/.

Beneficial MEG Shareholders: MEG Shareholders whose MEG Shares are not registered in their name but are held by an intermediary or broker should provide instructions to their broker or other nominee to make the election on such MEG Shareholder’s behalf. Such beneficial MEG Shareholders should be aware that intermediaries and brokers may establish earlier deadlines to make an election and the MEG Board urges such beneficial MEG Shareholders to contact their intermediary or broker for specific instructions.

Meeting Details

MEG Shareholders will vote on the Cenovus Transaction at the special meeting of MEG Shareholders (the “Meeting”) which will be held on Thursday October 9, 2025 at 9:00 a.m. (Calgary Time) at Brookfield Place, 225 – 6th Avenue S.W., Suite 1400, Calgary, Alberta or through a live audio webcast accessible at https://meetings.lumiconnect.com/400-560-917-636. The password for the live audio webcast of the Meeting is “meg2025”, case-sensitive.

Vote FOR the Cenovus Transaction

The MEG Board recommends that MEG Shareholders vote FOR the resolution approving the Cenovus Transaction for the following reasons:

  • Preferred Strategic Alternative After Comprehensive Review of All Alternatives. MEG’s comprehensive review process involved outreach to over 15 parties and the publicly-announced process gave other parties the opportunity to express interest. MEG received three non-binding proposals, including one from Cenovus, and through rigorous negotiations, MEG secured an increase in the Cenovus offer from $25.00 to $27.25 per MEG Share (at announcement) and increased the equity component from 20% to 25%.
  • Participation in Realization of Synergies. The Cenovus Transaction provides MEG Shareholders the ability to participate in future upside through ownership in Cenovus, an industry-leading producer with significant scale and growth potential. The combined company will benefit from greater efficiencies and significant synergies, and Cenovus expects to realize approximately $150 million in near-term annual synergies, increasing to over $400 million per year in 2028 and beyond.
  • Superior Upside Potential in Cenovus Shares. 100% of equity research analysts covering Cenovus rate Cenovus Shares with a “buy” recommendation, compared to just 20% for shares of Strathcona (“Strathcona Shares”). Unlike the Revised Strathcona Offer (as defined below), the Cenovus Transaction offers MEG Shareholders an option to choose their preferred form of consideration and a choice between the Cash Consideration, the Share Consideration or a combination thereof.
  • Accelerates MEG’s Standalone Value. Cenovus plans to spend an incremental ~$400 million of capital between 2026-2028 to accelerate value and deliver production capacity of 150,000 bpd at Christina Lake by 2028, 15,000 bpd above what is expected of the standalone MEG business plan.
  • Certainty of Value and Robust Liquidity. The Cenovus Transaction offers a high degree of value certainty, with 72% of the value of total consideration in cash and 28% in highly liquid Cenovus Shares, as of September 30, 2025. Cenovus Shares will be freely tradeable immediately upon closing.
  • Recommended by Both Independent Proxy Advisory Firms. On September 26 and September 30, 2025, respectively, ISS and Glass Lewis each announced that they recommend MEG Shareholders vote FOR the Cenovus Transaction.

Additional information can be found in the Investor Presentation posted September 15, 2025, which is available at www.megenergy.com/offer-update.

MEG filed an information circular (“Circular”) on September 12, 2025, providing further details on the election process and the upcoming Meeting. MEG Shareholders are encouraged to review the Circular. Copies of the Circular, Letter of Transmittal and Election Form, and additional information on the Meeting can be found at: https://www.megenergy.com/investors/shareholder-information/special-meeting-of-meg-shareholders/.

REJECT  the Unsolicited Revised Strathcona Offer

The MEG Board and the Special Committee of the MEG Board continue to reiterate that the revised unsolicited offer (the “Revised Strathcona Offer”) from Strathcona Resources Ltd. (“Strathcona”) is not in the best interests of the Company or the MEG Shareholders, and unanimously recommends that the MEG Shareholders REJECT the Revised Strathcona Offer by taking no action and NOT TENDER their MEG Shares.

The Revised Strathcona Offer consists of unattractive all-share consideration. The MEG Board recommends that MEG Shareholders REJECT the Revised Strathcona Offer for the following key reasons:

  • Inferior Assets and Unproven Track Record. MEG’s Christina Lake is a best-in-class SAGD project with top quartile low steam-oil ratio (“SOR”), cost structure, and significant resource portfolio depth. Strathcona owns a portfolio of much smaller, geographically dispersed assets with a higher cost structure and oil sands assets that operate at SORs approximately 60% higher than those at MEG’s Christina Lake.
  • Overvalued Strathcona Shares. Strathcona Shares lack trading liquidity, making the quoted market price an unreliable indicator of value and the current quoted price suggests an overvaluation of Strathcona Shares. Third party research notes that Strathcona is “trading at a ~30% premium to its NAV, versus the median E&P in our coverage trades at a discount”1.
  • Higher Leverage. Payment of the $2.142 billion special distribution described in the Revised Strathcona Offer (“Special Distribution”) would significantly increase Strathcona’s financial leverage compared to the initial unsolicited offer and the Cenovus Transaction. With consideration now entirely in Strathcona Shares, MEG Shareholders would be fully exposed to a riskier, more highly leveraged combined company. The Special Distribution, if completed, does not deliver incremental consideration to MEG Shareholders.
  • Significant Overhang Risk. Waterous Energy Fund (“WEF”) will soon need to return capital to its limited partner investors and has stated that it intends to do so by distributing Strathcona Shares, which could be subsequently sold, depressing their value. While Strathcona referenced possible lock-up agreements, it has provided no meaningful detail and thus this significant overhang risk remains unresolved.
  • Governance Risk. WEF would control 48% of the combined company, giving it unique incentives and outsized influence. WEF’s obligations to its limited partner investors present a significant conflict of interest and could result in strategic decisions for the combined company that may not reflect the best interests of minority shareholders, including current MEG Shareholders.

1.Third party equity research report published on September 9, 2025.

Advisors

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

For further information:

Shareholder Questions:

MEG Investor Relations, 403.767.0515, invest@megenergy.com

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

Media Questions:

MEG Media Relations, 403.775.1131, media@megenergy.com

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