Strathcona Resources Ltd. Announces Intention to Commence Take-Over Bid to Acquire MEG Energy Corp.

CALGARY, AB, Could 15, 2025 /PRNewswire/ – Strathcona Sources Ltd. (“Strathcona“) introduced right this moment that it intends to start a take-over bid for MEG Power Corp. MEG (“MEG“), pursuant to which Strathcona will supply (the “Provide“) to accumulate all the issued and excellent widespread shares of MEG (“MEG Shares“), not already owned by Strathcona or its associates, for 0.62 of a typical share of Strathcona (“Strathcona Shares“) and $4.10 in money per MEG Share. Based mostly on the closing share worth of the Strathcona Shares on the Toronto Inventory Trade (the “TSX“) on Could 15, 2025, the Provide represents complete consideration of $23.27 per MEG Share (82.4% Strathcona Shares and 17.6% money), reflecting a 9.3% premium primarily based on the closing worth of the MEG Shares on the TSX on Could 15, 2025.

The Provide won’t be topic to any financing situation, with the money consideration payable beneath the Provide anticipated to be funded pursuant to a bridge financing dedication from a syndicate of lenders (the “Bridge Financing Dedication“), topic to the phrases and circumstances of such financing. On the time the Provide is commenced, Waterous Power Fund (“WEF“), at the moment the holder of 79.6% of the Strathcona Shares, intends to, via Waterous Power Fund III (“WEF III“), decide to additional improve its funding in Strathcona and subscribe for an extra 21.4 million Strathcona Shares via using subscription receipts.

Upon completion of the Provide, Strathcona expects to have roughly 379 million Strathcona Shares excellent and roughly $1.5 billion in web debt¹. The mixed enterprise is predicted to be owned roughly 56.5% by current holders of Strathcona Shares (“Strathcona Shareholders“), roughly 37.8% by current holders of MEG Shares (“MEG Shareholders“) and roughly 5.6% by WEF III. WEF is predicted to carry a mixed roughly 51% possession place, inclusive of its current Strathcona Shares and people anticipated to be issued to WEF III pursuant to the WEF III Fairness Funding (as outlined under).

Strategic Rationale for the Provide

• Complementary, Excessive-High quality Property of Scale: The mix of Strathcona and MEG would unify two 100+ Mbbls/d heavy oil “pure performs” with close to equivalent netbacks and reserve life indexes, each centered on SAGD oil sands improvement. The mix would create Canada’s fifth largest oil producer and fourth largest SAGD producer, with among the many largest proved oil reserves in North America. The mixed enterprise is predicted to own the dimensions and steadiness sheet metrics required to realize an funding grade credit standing.
• Vital Accretion for Each MEG and Strathcona Shareholders: The mix of Strathcona and MEG is predicted to offer vital accretion per share to each MEG Shareholders and Strathcona Shareholders on key metrics, together with funds circulation per share, funds circulation much less sustaining capital expenditures per share, web asset worth per share and manufacturing per share, whereas being leverage impartial to present MEG Shareholders.
• Significant and Achievable Synergies: Strathcona has recognized $175 million in annual synergy alternatives, together with $50 million in overhead discount alternatives, $25 million in curiosity financial savings alternatives and $100 million in working synergy alternatives ($75 million in capital expenditures and $25 million in working prices). The PV-10 of the mixture working synergy alternatives is estimated at larger than $2.50/Strathcona Share, primarily based on proved (1P) and proved plus possible (2P) reserves.

MEG Shareholders and Strathcona Shareholders are inspired to evaluate a presentation describing the advantages of the Provide, which has been posted on Strathcona’s web site at www.strathconaresources.com/buyers/#shows.

Background to the Provide

Through the first and second quarters of 2025, Strathcona acquired roughly 23.4 million MEG Shares via open market purchases, representing roughly 9.20% of the issued and excellent MEG Shares as of Could 5, 2025 or roughly 9.98% assuming completion in stuffed with MEG’s present regular course issuer bid.

On April 28, 2025, Strathcona made a proper written mixture proposal to the board of administrators of MEG (the “MEG Board“), with the identical consideration because the Provide. On Could 13, 2025, the chairman of the MEG Board responded and indicated that the MEG Board was not keen on pursuing a mix with Strathcona.

Strathcona respects the MEG Board’s proper to dismiss any supply made for MEG, and it has no cause to consider that its determination to dismiss Strathcona’s proposal was not made in good religion primarily based on its view of what’s finest for MEG Shareholders. Nevertheless, Strathcona believes the advantages of a mix of Strathcona and MEG are vital sufficient that MEG Shareholders ought to have the chance to resolve for themselves.

Strathcona expects to file the formal supply to buy and take‐over bid round for the Provide within the subsequent two weeks.

Strathcona stays prepared and prepared to have interaction with the MEG Board relating to a strategic mixture. To the extent the MEG Board determines it to be prudent, because the second largest MEG Shareholder, Strathcona would additionally help a strategic options course of for MEG to find out if a superior transaction is accessible. Strathcona could be prepared to take part constructively and in good religion in such a course of, together with signing a mutual confidentiality settlement to share private info, supplied it’s not required to signal a standstill settlement.

Approvals

The Provide has been unanimously accredited by the Board of Administrators of Strathcona.

Provide Particulars

Full particulars of the Provide will likely be included within the formal supply to buy and take‐over bid round, which will likely be filed with the relevant Canadian securities regulatory authorities and out there beneath MEG’s profile on SEDAR+ at www.sedarplus.ca. Strathcona will request a listing of securityholders from MEG on the graduation of the Provide and expects to mail the formal supply to buy and take‐over bid round to MEG Shareholders as quickly as practicable, and in any occasion inside two enterprise days, after receipt of such record. In reference to the Provide, Strathcona expects to file related supplies with the U.S. Securities and Trade Fee (the “SEC“), together with a registration assertion on Kind F-10 (a “Registration Assertion“) beneath the USA Securities Act of 1933, as amended (the “U.S. Securities Act“), which can embrace the formal supply to buy and take‐over bid round and different paperwork associated to the Provide.

The Provide will likely be open for acceptance for no less than 105 days following the graduation of the Provide, except the Provide is prolonged, accelerated or withdrawn by Strathcona in accordance with its phrases and relevant regulation. The Provide is meant to represent a “Permitted Bid” for functions of MEG’s shareholder rights plan (the “Shareholder Rights Plan“), which was most not too long ago accredited by MEG Shareholders on Could 1, 2023.

The Provide is predicted to be topic to the satisfaction or, the place permitted, waiver of sure circumstances, together with, with out limitation: (a) there having been validly deposited beneath the Provide and never withdrawn greater than 50% of the excellent MEG Shares (and related rights beneath the Shareholder Rights Plan), excluding any MEG Shares beneficially owned, or over which management or path is exercised, by Strathcona or by any individual performing collectively or in live performance with Strathcona, which situation can’t be waived by Strathcona; (b) there having been validly deposited beneath the Provide and never withdrawn MEG Shares (and related rights beneath the Shareholder Rights Plan) which symbolize, along with the MEG Shares held by Strathcona, no less than 66⅔% of the excellent MEG Shares (on a fully-diluted foundation); (c) no materials hostile change having occurred in respect of the enterprise, affairs, property, operations or prospects of MEG; (d) all required governmental, regulatory and inventory change approvals, or expiry, waiver or termination of any ready or suspension interval imposed, with respect to the Provide, together with, with out limitation, pursuant to the Competitors Act (Canada) and the USA Hart-Scott-Rodino Antitrust Enhancements Act of 1976, as amended, and the approval of the TSX with respect to the issuance and itemizing of the Strathcona Shares issuable pursuant to the Provide, having been obtained; (e) the Registration Assertion having change into efficient beneath the U.S. Securities Act and never changing into topic to a cease order or a continuing in search of a cease order; (f) MEG not having taken sure actions that might moderately be anticipated to cut back the anticipated financial worth to Strathcona of the Provide or impair the power of Strathcona to proceed with the Provide; (g) Strathcona having obtained the requisite approval of the Strathcona Shareholders with respect to the issuance of the Strathcona Shares beneath the Provide pursuant to the principles of the TSX; and (h) different customary circumstances. The Provide won’t be topic to any due diligence or financing circumstances, together with in respect of the Bridge Financing Dedication or the WEF III Fairness Funding.

Topic to TSX approval, Strathcona expects to acquire the requisite approval of Strathcona Shareholders with respect to the issuance of Strathcona Shares pursuant to the Provide by supply of a written consent of WEF, which holds roughly 79.6% of the issued and excellent Strathcona Shares as of the date hereof.

If the circumstances of the Provide are glad or, the place permitted, waived on the expiry time of the Provide and Strathcona takes up and pays for the MEG Shares validly deposited beneath the Provide, Strathcona intends to accumulate any MEG Shares not deposited beneath the Provide via a obligatory acquisition pursuant to the Enterprise Firms Act (Alberta), if out there, or to suggest an amalgamation, statutory association or different transaction for the aim of MEG changing into, instantly or not directly, a wholly-owned subsidiary or affiliate of Strathcona, in every case for consideration per Widespread Share no less than equal in worth to and in the identical kind because the consideration paid by Strathcona per Widespread Share beneath the Provide. The precise timing and particulars of any such transaction will depend on quite a few components, together with, with out limitation, the variety of MEG Shares acquired pursuant to the Provide.

This information launch shouldn’t be an alternative choice to the Registration Assertion, the formal supply to buy and take-over bid round or another related paperwork filed with the relevant Canadian securities regulatory authorities or the SEC. MEG Shareholders and different events are urged to learn the Registration Assertion, the formal supply to buy and take-over bid round, all paperwork included by reference therein, all different relevant paperwork and any amendments or dietary supplements to any such paperwork after they change into out there, as a result of they’ll comprise essential details about Strathcona, MEG and the Provide. After they change into out there, the Registration Assertion, formal supply to buy and take-over bid round and different supplies filed by Strathcona with the SEC will likely be out there electronically with out cost on the SEC’s web site at www.sec.gov. When out there, the Registration Assertion, formal supply to buy and take-over bid round, paperwork included by reference therein and different related paperwork can also be obtained on request with out cost from Strathcona by electronic mail at information@strathconaresources.com or by cellphone at (403) 930-3000 or Laurel Hill Advisory Group, the knowledge agent for the Provide, by electronic mail at help@laurelhill.com or by cellphone at 1-877-452-7184 (Toll-Free), and also will be out there electronically at www.sedarplus.ca

Readers are cautioned that Strathcona could decide, in its sole discretion, to not make the Provide if: (a) MEG implements or makes an attempt to implement defensive techniques in relation to the Provide; (b) Strathcona discovers or in any other case identifies info suggesting that the enterprise, affairs, property, operations or prospects of MEG have been impaired or discovers or in any other case identifies different undisclosed materials hostile info regarding MEG; (c) MEG determines to have interaction with Strathcona to barter the phrases of a mix transaction and MEG and Strathcona decide to undertake that transaction using a construction apart from a take-over bid, corresponding to an association; or (d) a cloth hostile change has occurred within the enterprise, affairs, property, operations or prospects of MEG previous to graduation of the Provide. Accordingly, there will be no assurance that the Provide will likely be made or that the ultimate phrases of the Provide will likely be as set out on this information launch.

WEF III Fairness Funding Particulars

In reference to the Provide being formally made, WEF III intends to subscribe for and commit to buy 21.4 million subscription receipts of Strathcona (“Strathcona Subscription Receipts“) representing roughly, however not equal to or larger than, 10% of the Strathcona Shares issued and excellent instantly previous to the graduation of the Provide (the “WEF III Fairness Funding“).

The subscription worth of the Strathcona Subscription Receipts and different phrases and circumstances of the WEF III Fairness Funding will likely be decided previous to graduation of the Provide in accordance with the principles of the TSX, via negotiations between WEF III and a particular committee comprised of impartial administrators of Strathcona (the “Particular Committee“) that has been established in reference to the WEF III Fairness Funding. Strathcona expects that the subscription worth for the Strathcona Subscription Receipts beneath the WEF III Fairness Funding will likely be decided in accordance with the principles of the TSX as regards to the five-day quantity weighted common worth of the Strathcona Shares on the TSX previous to the date of graduation of the Provide.

Every Strathcona Subscription Receipt is predicted to entitle WEF III to obtain, robotically upon the take-up of MEG Shares deposited beneath the preliminary deposit interval for the Provide, one Strathcona Share.

The proceeds of the WEF III Fairness Funding will likely be held in escrow by a subscription receipt agent and launched to, or on the path of, Strathcona concurrently upon Strathcona taking on MEG Shares on the expiration of the preliminary deposit interval for the Provide, and will likely be utilized by Strathcona to cut back a portion of the quantity dedicated beneath the Bridge Financing Dedication. Within the occasion that Strathcona withdraws or terminates the Provide and has not entered right into a definitive settlement to accumulate MEG, the proceeds of the WEF III Fairness Funding will likely be returned to WEF III.

The completion of the WEF III Fairness Funding will likely be topic to the satisfaction or waiver of sure customary circumstances to be negotiated by the Particular Committee and WEF III and is predicted to be accomplished no later than 45 days from the graduation of the Provide. The Provide won’t be conditional on the closing of the WEF III Fairness Funding.

Advisors

Scotiabank and TD Securities are performing as unique monetary advisors to Strathcona in reference to the Provide. Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP are performing as authorized counsel to Strathcona in reference to the Provide. The Particular Committee has engaged Torys LLP to behave as its authorized counsel in reference to the WEF III Fairness Funding.

Strathcona has additionally engaged Laurel Hill Advisory Group to behave as strategic communications advisor and data agent in reference to the Provide. MEG Shareholders could contact Laurel Hill Advisory Group by electronic mail at help@laurelhill.com or by cellphone at 1-877-452-7184 (Toll-Free).

About Strathcona

Strathcona is one in all North America’s quickest rising oil producers with operations centered on thermal oil and enhanced oil restoration. Strathcona is constructed on an revolutionary method to development achieved via the consolidation and improvement of long-life oil and fuel property. The Strathcona Shares are listed on the Toronto Inventory Trade SCR.

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.

No Provide or Solicitation

This information launch is for informational functions solely and doesn’t represent a proposal to purchase or promote, or a solicitation of a proposal to promote or purchase, any securities. The Provide to accumulate MEG Shares and concern Strathcona Shares in connection therewith will likely be made solely by, and topic to the phrases and circumstances set out in, the formal supply to buy and take-over bid round and accompanying letter of transmittal and spot of assured supply. The formal supply to buy and take-over bid round will comprise essential details about the Provide and needs to be learn in its entirety by MEG Shareholders.

Cautionary Assertion Respecting Data of MEG

Strathcona has not had entry to the personal books and information of MEG and Strathcona shouldn’t be ready to independently assess or confirm sure of the knowledge in MEG’s publicly filed paperwork, together with its monetary statements and reserves disclosures. MEG has not reviewed this information launch and has not confirmed the accuracy and completeness of the knowledge in respect of MEG contained herein. In consequence, all info relating to MEG included herein has been taken from, or is predicated upon, publicly out there info filed by MEG with the relevant securities regulatory authorities in Canada previous to the date hereof and different public sources. Whereas Strathcona has no cause to consider that such publicly out there info is inaccurate or incomplete, or incorporates any unfaithful assertion of a cloth reality or omits to state a cloth reality that’s required to be acknowledged or that’s essential to make a press release not deceptive in gentle of the circumstances wherein it was made, Strathcona doesn’t assume any accountability for the accuracy or completeness of any such info or for any failure by MEG to reveal occasions or info which can have occurred or which can have an effect on the importance or accuracy of any such info however that are unknown to Strathcona.

Manufacturing and Reserves Data

MEG’s oil and fuel reserves and Strathcona’s oil and fuel reserves estimates have been ready in accordance with Nationwide Instrument 51‑101 – Requirements for Disclosure for Oil and Fuel Actions (“NI 51-101”), which prescribes oil and fuel disclosure requirements for Canadian public issuers engaged in oil and fuel actions that differ from the oil and fuel disclosure requirements of the SEC beneath Subpart 1200 of Regulation S-Okay. NI 51-101 permits oil and fuel issuers, of their filings with the relevant securities regulatory authorities in Canada, to reveal proved, possible and doable reserves, and to reveal reserves and manufacturing on a gross foundation earlier than deducting royalties. The SEC definitions of proved and possible reserves are completely different than the definitions contained in NI 51‑101. Due to this fact, MEG’s and Strathcona’s proved and possible reserves is probably not akin to these disclosed by U.S. firms in stories filed with the SEC. Furthermore, as permitted by NI 51‑101, Strathcona has decided and disclosed its reserves and the associated web current worth of future web income from its reserves in its NI 51‑101 compliant reserves disclosure utilizing forecast costs and prices. In distinction, the SEC requires that reserves and associated future web income be estimated primarily based on historic 12‑month common costs fairly than forecast costs, however permits the optionally available disclosure of income estimates primarily based on completely different worth and price standards, together with standardized future costs or administration’s personal forecasts. Consequently, the oil and fuel reserves estimates of MEG and Strathcona which can be ready in accordance with NI 51‑101 should not comparable to grease and fuel reserve estimates supplied by U.S. firms of their filings with the SEC.

All manufacturing is introduced on a gross foundation (as outlined in NI 51-101) except in any other case acknowledged.

Oil and Fuel Metrics

This information launch incorporates metrics generally used within the crude oil and pure fuel trade, together with “web asset worth per share” and “reserves life index”. These phrases would not have a standardized which means and is probably not akin to related measures introduced by different firms, and subsequently shouldn’t be used to make such comparisons. Readers are cautioned as to the reliability of oil and fuel metrics used on this information launch. Administration of Strathcona makes use of these oil and fuel metrics for its personal efficiency measurements and to offer buyers with measures to match Strathcona’s projected efficiency over time; nonetheless, such measures should not dependable indicators of Strathcona’s future efficiency, which can not evaluate to Strathcona’s efficiency in earlier durations, and subsequently shouldn’t be unduly relied upon.

Non-GAAP Monetary Measures and Ratios

This information launch makes reference to sure monetary measures and ratios that aren’t acknowledged measures beneath typically accepted accounting rules (“GAAP“) and would not have a standardized which means prescribed by the Accounting Requirements. Non-GAAP monetary measures and ratios are used internally by administration to evaluate the efficiency of Strathcona. In addition they present buyers with significant metrics to evaluate Strathcona’s efficiency in comparison with different firms in the identical trade. Nevertheless, Strathcona’s use of those phrases is probably not akin to equally outlined measures introduced by different firms. Readers are cautioned that these measures shouldn’t be construed as a substitute for monetary measures decided in accordance with GAAP and these measures shouldn’t be thought of to be extra significant than GAAP measures in evaluating the Strathcona’s efficiency.

“Internet Debt” and “Internet Debt (Publish Montney Disposition and HRT Acquisition)” are utilized by administration to investigate leverage and liquidity. Internet Debt is calculated as debt much less money and money equivalents. Internet Debt (Publish Montney Disposition and HRT Acquisition) displays Internet Debt after giving impact to the disposition of Strathcona’s Montney property and the acquisition by Strathcona of the Hardisty Rail Terminal. The next desk summarizes the Internet Debt and Internet Debt (Publish Montney Disposition and HRT Acquisition), as relevant, of Strathcona, MEG and the mixed enterprise as at March 31, 2025:

Ahead-Wanting Data

This information launch incorporates sure “forward-looking info” throughout the which means of relevant Canadian securities legal guidelines and “forward-looking statements” throughout the which means of relevant U.S. securities legal guidelines (collectively, “forward-looking info“) and are potential in nature. Ahead-looking info shouldn’t be primarily based on historic info, however fairly on present expectations and projections about future occasions, and is subsequently topic to dangers and uncertainties that might trigger precise outcomes to vary materially from the long run outcomes expressed or implied by the forward-looking info. Usually, however not all the time, forward-looking info will be recognized by way of forward-looking phrases corresponding to “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”, “may” or “will” be taken, happen or be achieved. Ahead-looking info contained on this information launch consists of, however shouldn’t be restricted to, statements regarding: the anticipated advantages of the Provide and the mix of Strathcona and MEG, each to the MEG Shareholders and the Strathcona Shareholders; the anticipated strategic, operational and monetary advantages which will end result from the mix of Strathcona and MEG, together with, however not restricted to: the scale and scale of the mixed firm, together with the mixed firm’s anticipated manufacturing and reserves; the anticipated per-share accretion to each MEG Shareholders and Strathcona Shareholders, together with improved funds circulation per share, funds circulation much less sustaining capital expenditures per share, web asset worth per share and manufacturing per share; the anticipated potential price synergies recognized by Strathcona in reference to the mix of MEG and Strathcona, together with the classes and quantities thereof, together with with respect to overhead, curiosity, capital expenditures and working prices, amongst others, and the associated advantages thereof; the mixed firm reaching an funding grade credit standing; and different anticipated strategic, operational and monetary advantages which will end result from the mix of Strathcona and MEG; the professional forma debt of the mixed firm and its anticipated web debt to EBITDA ratio; the anticipated professional forma possession of the mixed firm by the MEG Shareholders and the Strathcona Shareholders, together with WEF and WEF III; Strathcona’s intention to make the Provide, together with the phrases thereof, together with the consideration to be supplied by Strathcona thereto, and the submitting of formal supply to buy and take‐over bid round in connection therewith; the circumstances that the Provide will likely be topic to and doable causes that the Provide wouldn’t be made by Strathcona; Strathcona’s intentions with respect to the financing of the money consideration payable beneath the Provide, together with the anticipated discount of the Bridge Financing Dedication by advantage of the WEF III Fairness Funding; expectations with respect to the phrases of the WEF III Fairness Funding, together with the subscription worth for, and different phrases of, the Strathcona Subscription Receipts thereunder and the timing thereof, together with the timing of completion thereof; the therapy of the proceeds of the WEF III Fairness Funding; the receipt of the requisite approval of Strathcona Shareholders with respect to the issuance of Strathcona Shares pursuant to the Provide by supply of a written consent of WEF; the submitting of the Registration Assertion and different supplies with the SEC; Strathcona’s intention to request a listing of MEG’s securityholders from MEG; the anticipated mailing of the formal supply to buy and take-over bid round; and Strathcona’s intention to accumulate any MEG Shares not deposited beneath the Provide via a statutory obligatory acquisition, if out there, or a subsequent transaction for the aim of MEG changing into, instantly or not directly, a wholly-owned subsidiary or affiliate of Strathcona, together with the consideration anticipated to be supplied thereunder.

Though Strathcona believes that the expectations mirrored by the forward-looking info introduced on this information launch are cheap, the forward-looking info is predicated on assumptions and components regarding future occasions which will show to be inaccurate. These assumptions and components are primarily based on info at the moment out there to Strathcona about itself and MEG and the companies wherein they function. Data utilized in creating forward-looking info has been acquired from varied sources, together with third social gathering consultants, suppliers and regulators, amongst others. The fabric assumptions used to develop the forward-looking info herein embrace, however should not restricted to: the power of Strathcona to finish the mix of Strathcona and MEG, pursuant to the Provide or in any other case, combine Strathcona’s and MEG’s respective companies and operations and understand the anticipated strategic, operational and monetary advantages synergies from the acquisition of MEG by Strathcona; the circumstances of the Provide will likely be glad on a well timed foundation in accordance with their phrases; the anticipated synergies and different anticipated advantages of the Provide will likely be realized in a fashion in step with Strathcona’s expectations; future manufacturing charges and estimates of capital and working prices of the mixed firm; the mixed firm’s reserves volumes and the web current values thereof; anticipated timing and outcomes of capital expenditures of the mixed firm; MEG’s public disclosure is correct and that MEG has not didn’t publicly disclose any materials info respecting MEG, its enterprise, operations, property, materials agreements or in any other case; there will likely be no materials modifications to legal guidelines and laws adversely affecting Strathcona’s or MEG’s operations; and the influence of the present financial local weather and monetary, political and trade circumstances on Strathcona’s and MEG’s operations will stay in step with Strathcona’s present expectations. All figures and descriptions supplied on this information launch associated to the Provide, together with with respect to the consideration payable beneath the Provide, the explanations for the Provide, the potential advantages to the MEG Shareholders and anticipated professional forma results, are primarily based on and assume the next: (a) Strathcona’s and MEG’s respective dividends, liquidity, debt, credit score rankings, debt prices and property (together with reserves and assets) won’t change from Could 15, 2025, within the case of Strathcona, and from what Strathcona has ascertained from MEG’s public filings on SEDAR+ as much as and together with Could 15, 2025, within the case of MEG, and, within the case of reserves and contingent assets, as relevant, these reported by Strathcona and MEG of their respective most up-to-date annual info types for the yr ended December 31, 2024; (b) roughly 254.4 million MEG Shares will likely be issued and excellent instantly previous to the date of the Provide and a pair of.6 million MEG Shares will likely be issuable pursuant to the train, change or conversion, as relevant, of the securities of MEG which can be exercisable or exchangeable for or convertible into MEG Shares (apart from rights beneath the Shareholder Rights Plan) excellent instantly previous to the date of the Provide; (c) that all the MEG Shares will likely be deposited beneath the Provide pursuant to the phrases thereof or acquired by Strathcona pursuant to a statutory obligatory acquisition, if out there, or a subsequent transaction for the aim of MEG changing into, instantly or not directly, a wholly-owned subsidiary or affiliate of Strathcona; and (d) no different MEG Shares or Strathcona Shares will likely be issued earlier than the profitable completion of the Provide. Assumptions have additionally been made with respect to future oil and fuel costs, differentials and future international change and rates of interest. Though Strathcona believes that the assumptions made and the expectations represented by such statements or info are cheap, there will be no assurance that the forward-looking info herein will show to be correct.

As a result of precise outcomes or outcomes may differ materially from these expressed in any forward-looking info, readers mustn’t place undue reliance on any such forward-looking info. By its nature, forward-looking info is predicated on assumptions and includes recognized 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. Particularly, there are specific dangers associated to the consummation of the Provide and the mix of Strathcona and MEG, and the enterprise and operations of MEG and Strathcona (together with the enterprise and operations which can be at the moment being carried out and undertaken by Strathcona and people which can be anticipated to be carried out and undertaken by Strathcona upon consummation of the Provide) together with, however not restricted to: modifications typically financial circumstances in Canada, the USA and elsewhere; modifications in working circumstances (together with because of climate patterns); the volatility of costs for oil and pure fuel and different commodities; commodity provide and demand; fluctuations in international change and rates of interest; modifications or proposed modifications in relevant tariff charges; availability of economic assets and/or third-party financing; availability of apparatus, supplies and personnel; defaults by counterparties beneath business preparations to which MEG or Strathcona (or any of their respective subsidiaries) is a celebration; an incapability to acquire regulatory approvals in a well timed method or on phrases passable to Strathcona; new or altering legal guidelines and laws (home and international); the danger of failure to fulfill the circumstances to the Provide; and the danger that the anticipated synergies and different advantages of the Provide is probably not realized. As well as, readers are cautioned that the precise outcomes of Strathcona following the profitable completion of the Provide could differ materially from the expectations expressed herein because of quite a few extra dangers and uncertainties. A few of these dangers, uncertainties and different components are just like these confronted by different oil and fuel firms and a few are distinctive to Strathcona. 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 (out there beneath Strathcona’s profile on SEDAR+ at www.sedarplus.ca) additional describe dangers, materials assumptions and different components that might affect precise outcomes.

This information launch incorporates info which will represent a monetary outlook in regards to the potential monetary efficiency, monetary place or money flows of the corporate ensuing from the mix of Strathcona and MEG, all of which is topic to the identical assumptions, threat components, limitations and {qualifications} as set forth above. Any monetary outlook included on this information launch has been ready by, and is the accountability of, administration of Strathcona. Readers are cautioned that the assumptions used within the preparation of such monetary outlook, though thought of cheap, and reflecting the most effective estimates and judgments and assumptions which can be cheap within the circumstances, on the time of preparation, could show to be imprecise or inaccurate and, as such, undue reliance shouldn’t be positioned on such monetary outlook. The precise outcomes, efficiency and achievements of the mixed firm may differ materially from these expressed in, or implied by, such monetary outlook. Strathcona has included such monetary outlook with a view to present readers with a extra full perspective on the mixed firm’s future operations and administration’s present expectations regarding the mixed firm’s future efficiency following completion of the Provide. Readers are cautioned that such info is probably not acceptable for different functions. Administration accredited the monetary outlook contained herein as of the date of this information launch.

The forward-looking info contained on this information launch is supplied as of the date hereof and Strathcona doesn’t undertake any obligation to replace or to revise any of the forward-looking info included herein, besides as required by relevant securities legal guidelines. The forward-looking info contained on this information launch is expressly certified by this cautionary assertion.

SOURCE Strathcona Sources Ltd.