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Reuters
3 hours ago
- Business
- Reuters
Strathcona supports MEG's strategic alternative process after rejected C$6 billion bid
June 20 (Reuters) - Canadian oil and gas producer Strathcona ( opens new tab said on Friday it supports MEG Energy's ( opens new tab decision to initiate a strategic alternatives process and explore potential deals after MEG urged shareholders to reject Strathcona's C$6 billion ($4.38 billion) hostile takeover bid. On Monday, MEG Energy advised shareholders to reject the offer, describing it as inadequate and not in their best interests. The board also launched a strategic review to consider alternatives that could deliver greater value than MEG's current plan to remain a standalone company. Strathcona, which is backed by Calgary-based private equity firm Waterous Energy Fund, said it remains willing to participate in the alternatives process and looks forward to constructive engagement with MEG's board Strathcona said it believes it is the only peer company which would provide meaningful overhead synergies if a deal is reached. Since 2020, Strathcona, has become one of the fastest-growing oil companies in North America through a series of acquisitions. The all-cash-and-stock offer announced by Strathcona in May, would combine two of Canada's largest pure-play thermal oil sands operators and make Strathcona the country's fifth-largest oil producer. ($1 = 1.3691 Canadian dollars)
Yahoo
3 hours ago
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Strathcona supports MEG's strategic alternative process after rejected C$6 billion bid
(Reuters) -Canadian oil and gas producer Strathcona said on Friday it supports MEG Energy's decision to initiate a strategic alternatives process and explore potential deals after MEG urged shareholders to reject Strathcona's C$6 billion ($4.38 billion) hostile takeover bid. On Monday, MEG Energy advised shareholders to reject the offer, describing it as inadequate and not in their best interests. The board also launched a strategic review to consider alternatives that could deliver greater value than MEG's current plan to remain a standalone company. Strathcona, which is backed by Calgary-based private equity firm Waterous Energy Fund, said it remains willing to participate in the alternatives process and looks forward to constructive engagement with MEG's board Strathcona said it believes it is the only peer company which would provide meaningful overhead synergies if a deal is reached. Since 2020, Strathcona, has become one of the fastest-growing oil companies in North America through a series of acquisitions. The all-cash-and-stock offer announced by Strathcona in May, would combine two of Canada's largest pure-play thermal oil sands operators and make Strathcona the country's fifth-largest oil producer. ($1 = 1.3691 Canadian dollars)
Yahoo
3 hours ago
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SIMPLY SOLVENTLESS ANNOUNCES Q1 2025 FINANCIAL RESULTS INCLUDING RECORD ANNUALIZED GROSS REVENUE OF $49.6 MILLION ($0.459/SHARE) AND ANNUALIZED ADJUSTED EBITDA OF $12.8 MILLION ($0.120/SHARE)
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./ CALGARY, AB, June 20, 2025 /CNW/ - Simply Solventless Concentrates Ltd. (TSXV: HASH) ("SSC") is pleased to announce its Q1 2025 financial and operating results including record quarterly gross revenue of $12.4 million, EBITDA of $9.5 million, net and comprehensive income of $8.4 million, and adjusted EBITDA of $3.2 million. These results represent annualized gross revenue of $49.6 million ($0.459/share) and annualized adjusted EBITDA of $12.8 million ($0.120/share). The information set out in this press release should be read in conjunction with SSC's condensed interim consolidated financial statements as at and for the three months ended March 31, 2025 and the related management's discussion and analysis, which are available for review on SSC's SEDAR+ profile at Jeff Swainson, President and CEO of SSC, stated: "Q1 2025 was a strong quarter for SSC with the closing of the Humble acquisition, which vertically integrated our operations into cultivation, the closing of an over subscribed $6.0 million convertible debenture offering, achieving record gross revenue and adjusted EBITDA, the expansion of our asset base from $10.9 million in Q1 2024 to $57.8 million in Q1 2025, and subsequent to quarter end, significantly improving our balance sheet with the repayment of $3.4 million, the discharge of $0.5 million, and the deferral of $3.25 million of debt. Our steadfast focus for 2025 is to leverage our portfolio of assets to maximize profitability, cash flow from operations, and balance sheet strength, while achieving a lower cost of capital." Q1 2025 Financial Highlights: INCOME STATEMENT FIGURESQ1 2025 Q1 2025 ANNUALIZED Q1 2024 Q1 2024 ANNUALIZED % INCREASE Gross Revenue $12.4M $49.6M $3.1M $12.4M 298 % Gross Revenue/Share $0.115 $0.459 $0.064 $0.258 78 % Net Revenue $9.9M $39.6M $2.3M $9.2M 330 % Net Revenue/Share $0.091 $0.365 $0.047 $0.190 93 % Gross Margin $4.8M $19.2M $1.1M $4.4M 331 % Gross Margin/Share $0.044 $0.178 $0.023 $0.092 94 % EBITDA(1) $9.5M Not Annualized(2) $0.6M $2.4M 1,451 % EBITDA/Share $0.087 Not Annualized(2) $0.012 $0.050 595 % Adjusted EBITDA(1) $3.2M $12.8M $0.6M $2.4M 417 % Adjusted EBITDA/Share $0.030 $0.120 $0.012 $0.050 131 % Net Income $8.4 Not Annualized(2) $0.5M $2.0M 1,573 % Net Income/Share $0.078 Not Annualized(2) $0.010 $0.041 650 % Normalized Net Income (NNI)(1) $1.6 $6.4M $0.5M $2.0M 500 % NNI/Share $0.014 $0.057 $0.010 $0.041 38 % Cash from Operations Prior to Changes in Working Capital $2.0M $8.0M $0.6M $2.4M 233 % Gross Margin % 48.7 % 48.7 % 48.6 % 48.6 % 0 % (1) Non-IFRS financial measure. See discussion in the Non-IFRS Financial Measures advisories section of this press release below. (2) Not annualized as $7.7 million bargain purchase gain is non-recurring and skews figures. ASSETS & METRICSQ1 2025 Q4 2024 % INCREASE Q1 2024 % INCREASE Total Assets $57.8M $38.6M 50 % $12.6M 359 % Net Assets $25.4M $15.5M 63 % $4.9M 414 % Working Capital(1) $10.0M $1.6M 519 % $4.2M 140 % Current Ratio(1) 1.52 1.08 41 % 1.42 7 % Inventory Turnover(1) 1.00x 0.78x 27 % 0.50x 96 % (1) Non-IFRS financial measure. See discussion in the Non-IFRS Financial Measures advisories section of this press release below. The results above include the consolidated operations of SSC and its wholly owned subsidiaries Massive Hash Factory Ltd., CannMart Inc. (acquired on September 12, 2024), ANC (acquired on October 18, 2024, effective October 1, 2024), and Humble (acquired on February 28, 2025, adding 1 month of operating results). SSC is continuing to capture synergies in respect of these acquisitions to further reduce costs. Continued Rationalization and Cost Savings During late Q1 2025, SSC continued to restructure operations to capture acquisition synergies. This restructuring reduced headcount by approximately 58 during March 2025, reducing annualized payroll costs by approximately $2,500,000. These amounts exclude headcount reductions made prior to closing the Humble acquisition. SSC has identified further restructuring opportunities with an estimated cost savings of between $500,000-$1,000,000 per year. Q1 2025 Operational Highlights $6.0 million Convertible Debenture Financing: On February 13, 2025, SSC completed a $6.0 million financing through the issuance of 6,000 debenture units ("Debenture Units") pursuant to an offering (the "Offering") at a price of $1,000 per Debenture Unit. Each Debenture Unit is comprised of one $1,000 principal value secured convertible debenture of SSC ("Debentures") and 1,000 common share purchase warrants of SSC (the "Warrants"). The Debentures are convertible into SSC common shares ("Common Shares") at $1.00 per Common Share at the option of the holder and at any time during the term of the Debentures. Interest accrues on the Debentures at 11% per annum, which interest is payable quarterly in cash by SSC. The Debentures mature on the date which is 48 months from the closing date, are secured by all present and after acquired property of SSC and its subsidiaries, and are subordinated to the Notes (defined below). A total of 6,000,000 Warrants were issued pursuant to the Offering. Each Warrant is exercisable for one Common Share at a price of $1.20 per Common Share for a period of four years from the closing date. The Debentures, Warrants and underlying Common Shares were subject to a hold period of four months and one day from the closing date. 350 Debenture Units (for gross proceeds of $350,000) were issued to Note holders for partial settlement of the Note balance outstanding. Acquisition of Humble: On February 28, 2025, SSC acquired all the issued and outstanding shares of Delta 9 Bio-Tech (now Humble) for cash consideration of $3,000,000 ("Acquisition"). In connection with the Acquisition, SSC entered into a lease agreement on closing in respect of the Facility (defined below) with an arms-length party for a 10-year term with renewal options. Humble operates a 98,000 square foot GACP certified cannabis cultivation facility in Winnipeg, Manitoba (the "Facility"), with an annual cultivation capacity of approximately 8,000-9,000kg of dried cannabis flower and trim. Humble services the recreational dried flower markets in Ontario, Alberta, Manitoba, Saskatchewan, British Columbia, and the Maritimes, and the business-to-business wholesale market in Canada and internationally. Key anticipated benefits and synergies are as follows: Low Cultivation Costs: Upon capture of synergies and optimization, it is expected that the all-in cash cost to cultivate will be approximately $0.70 per gram, among the lowest for indoor cannabis in Canada. No Liabilities: As Humble was acquired through CCAA proceedings, SSC assumed no liabilities upon closing of the Acquisition. Tax Pools: Humble has approximately $60 million of accrued non-capital loss tax pools which may be usable to SSC. Should these tax pools be utilized, they are expected to reduce future tax payments by up to $12 million at an effective tax rate of 20%. International Exposure: The Facility is GACP certified, allowing for the export of dried flower to international markets, which currently attracts higher selling prices. Complimentary Products: The Acquisition allows SSC to participate in the dried flower product category, which is the largest cannabis product category in Canada with a market share of approximately 40% (according to Headset data). Supply Chain: In the opinion of SSC, the supply demand dynamic is balancing in the Canadian wholesale cannabis marketplace, making it more difficult to procure the inputs that SSC requires. The Acquisition secured a supply of high-quality flower and trim for use in SSC's prerolls and in the manufacturing of concentrates and hash. Prerolling: Humble sells regular and infused prerolls in numerous markets. SSC's subsidiary ANC Inc. brings this manufacturing in-house, maximizing efficiency. Vapes: Humble sells vape cartridges in numerous markets. This manufacturing has come in-house at SSC's Massive Hash Factory facility, reducing production costs. Inventory Velocity: Humble sells several products that SSC manufactures, including hash, which helps maximize inventory turnover. Facility Cost Savings: SSC will be able to rationalize the activities performed at its various facilities, reducing fixed operating costs by approximately $750,000 annually once rationalized. Cost Synergies: Administration, including but not limited to public company costs, accounting, IT, governance, and HR are shared, reducing costs significantly. Blended Excise Rate: Humble pays lower excise rates as a cultivator, which lowers SSC's overall corporate blended excise tax rate. Repayment of $3.4 Million of ANC Promissory Notes & Deferral of Remainder: Subsequent to Q1 2025, $3.4 of the maximum remaining $7.15 million combined ANC Promissory Note and Reserve Earnout Promissory Note (collectively, the "Notes") were repaid through the issuance of 6,875,000 common shares of SSC at $0.50 per common share (subject to TSXV approval). $0.5 million of the Notes were discharged, $1.0 million of the Notes are now payable on June 3, 2026, and $2.2 million ("Payments Balance") of the Notes are payable with average weekly payments of $21,370.19 over two years. Should SSC repay the $2.2 million Payments Balance by July 31, 2025, the remaining principal balance owing at that time will be reduced by $367,500. Should SSC repay this balance by December 31, 2025, the remaining principal balance owing at that time will be reduced by $245,000. The equity issued is subject to a hold period of four months and one day from the date of issuance. This transaction significantly de-levered SSC's balance sheet. About Simply Solventless Concentrates Ltd. SSC is a public company incorporated under the Business Corporations Act (Alberta). SSC's mission is to provide pure, potent, terpene-rich ready to consume cannabis products to discerning cannabis consumers. For more information regarding SSC, please see Notice on Forward Looking Information This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects", "projected", "approximately" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning continued organic revenue growth, the continued synergies expected from integrating CannMart Inc., ANC, and Humble into SSC's operations, capitalizing on SSC's business plan and SSC's expected growth, results of operations and performance. SSC cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of SSC, including expectations and assumptions concerning SSC, the timing and market acceptance of products, competition in SSC's markets, SSC's reliance on customers, fluctuations in interest rates, SSC's ability to maintain good relations with its customers, employees and other stakeholders, changes in law or regulations, SSC's ability to protect its intellectual property, as well as other risks and uncertainties, including those described in SSC's filings available on SEDAR+ at The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of SSC. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and SSC does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law. This press release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about cost saving and rationalization and restructuring (payroll and other), gross revenue, adjusted EBITDA and NNI of SSC, which are subject to the same assumptions, risk factors, limitations and qualifications as set forth in the above paragraphs. FOFI contained in this document was approved by management as of the date of this document and was provided for the purpose of providing further information about SSC's future business operations. SSC and its management believe that FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments, and represent, to the best of management's knowledge and opinion, SSC's expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results. SSC disclaims any intention or obligation to update or revise any FOFI contained in this document, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein. Differences in the timing of capital expenditures or revenues and variances in production estimates can have a significant impact on the key performance measures included in SSC's guidance. SSC's actual results may differ materially from these estimates. Non-IFRS Financial Measures This press release includes references to "working capital", "current ratio", "inventory turnover", "EBITDA", "adjusted EBITDA" and "normalized net income", which are not defined under International Financial Reporting Standards (IFRS). The intent of these non-IFRS measures is to provide additional useful information to investors and analysts. These non-IFRS measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other entities. As such, these non-IFRS measures should not be considered in isolation or used as a substitute for measures of performance prepared in accordance with IFRS. Working capital is an indicative measure of SSC's ability to service its short-term financial obligations with short-term assets. Management believes this measure provides useful information about SSC's current short-term liquidity. Refer to "Liquidity and Capital Resources" for a detailed calculation of this measure in SSC's Q1 2025 MD&A. Current ratio is calculated by dividing current assets by current liabilities and is meant to indicate whether a company is capable of servicing its current liabilities. Inventory turnover is calculated by dividing cost of goods sold by inventory, and is meant to indicate how efficient a company is at turning inventory into cash. EBITDA is calculated as income before interest and finance costs, taxes, depreciation and amortization expenses. EBITDA is considered as a useful measure by management of SSC to understand the profitability of SSC excluding the effects of capital structure, taxation and depreciation, but may not be appropriate for other purposes. EBITDA is considered a useful measure by management to understand profitability excluding the effects of capital structure, taxation and depreciation, but may not be appropriate for other purposes. Adjusted EBITDA is not defined under IFRS and therefore should not be considered an alternative to, or more meaningful than net income (loss) and comprehensive income (loss). Adjusted EBITDA is calculated as net income before interest and finance costs, taxes, depreciation and amortization expenses, share based compensation, gain settlement or disposal or bargain purchase gains, non-recurring restructuring costs and acquisition costs, foreign exchange gains and losses and government rebates, and other gains or costs that are expected to be non-recurring. Adjusted EBITDA is considered a useful measure by management to understand profitability excluding the effects of capital structure, taxation and depreciation, and non-recurring items, but may not be appropriate for other purposes. NNI is considered as a useful measure by management of SSC to understand the profitability of SSC excluding the effects of certain non-operating items. NNI is calculated as net income less gain settlement or disposal or bargain purchase gains, non-recurring restructuring costs and acquisition costs, foreign exchange gains and losses and government rebates, income tax recovery, and other gains or costs that are expected to be non-recurring. See the "Operations" section in SSC's management's discussion & analysis for Q1 2025 and the year ended December 31 2024, available on SEDAR+ at for a quantitative reconciliation of net income to adjusted EBITDA for such period, which information is incorporated by reference in this press release. Shown below is a reconciliation of EBITDA, adjusted EBITDA and NNI for Q1, 2025. Reconciliation of Non-GAAP Measures EBITDA and Adjusted EBITDA For the Three Months Ended March 31, 2025 March 31, 2024 Net and comprehensive income $ 8,408,008 $ 502,536 Non-operating items: Depreciation and amortization 587,091 13,234 Finance costs 558,221 51,832 Income tax recovery (97,214) - EBITDA 9,456,106 567,602 Non-operating items: Restructuring costs 551,175 - Acquisition costs 372,316 - Foreign exchange loss 15,175 - Government rebates 28,786 - Bargain purchase acquisition price (7,725,913) - Share compensation expense 552,237 43,969 Adjusted EBITDA $ 3,249,882 $ 611,571 Normalized Net Income For the Three Months Ended March 31, 2025 March 31, 2024 Net and comprehensive income $ 8,408,008 $ 502,536 Non-operating items: Restructuring costs 551,175 - Acquisition costs 372,316 - Foreign exchange loss 15,175 - Government rebates 28,786 - Bargain purchase acquisition price (7,725,913) - Income tax recovery (97,214) 43,969 Normalized net income $ 1,552,333 $ 546,505 This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE Simply Solventless Concentrates Ltd. View original content to download multimedia: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
4 hours ago
- Business
- Yahoo
Strathcona Responds to MEG Directors' Circular, Supports MEG Strategic Alternatives Process
CALGARY, AB, June 20, 2025 /PRNewswire/ - Strathcona Resources Ltd. ("Strathcona") today responded to the June 16, 2025 directors' circular ("Directors' Circular") filed by the Board of Directors (the "Board") of MEG Energy Corp. ("MEG") in response to the offer (the "Offer") by Strathcona to acquire all of the issued and outstanding common shares of MEG (the "MEG Shares") not already owned by Strathcona as set out in the Offer to Purchase and Bid Circular dated May 30, 2025 (the "Offer and Circular"). Support For Strategic Alternatives Process Adam Waterous, Executive Chairman of Strathcona, said "Strathcona is delighted that the MEG board has accepted Strathcona's recommendation to initiate a strategic alternatives process for the business and fully supports them contacting other potential acquirers to determine if a superior transaction to Strathcona's offer is available." As MEG's second largest shareholder, Strathcona welcomes the MEG Board's efforts to market-test the Offer against other acquisition proposals and agrees that the MEG Board has a duty to fully investigate each proposal for the business, including the Offer. Strathcona Looks Forward to Engaging with the MEG Board As stated in Strathcona's May 15, 2025 press release, Strathcona remains ready and willing to participate in the MEG strategic alternatives process and looks forward to engaging constructively and in good faith with the MEG Board. As a starting point for this engagement, earlier today Strathcona posted a new presentation on its website titled "MEG Directors' Circular: Fact vs. Fiction" which corrects a variety of errors and misleading statements in the Directors' Circular which MEG and Strathcona shareholders are encouraged to review. Adam Waterous added, "Strathcona looks forward to participating in the strategic alternatives process which will also provide an opportunity for MEG's board to learn more about Strathcona, something which it has declined to do to date. To give the MEG board a head start in understanding our business, we have corrected a variety of inaccuracies contained in their circular." Strathcona's Offer Remains Compelling for both MEG and Strathcona Shareholders Strathcona firmly believes its Offer provides a true win-win for MEG and Strathcona shareholders, uniting two heavy oil "pure plays" into a new Canadian oil champion, while delivering significant accretion to MEG and Strathcona shareholders on all key metrics. The pro forma business would be uniquely positioned in the capital markets as the only 100% oil company in North America with an investment grade balance sheet, 50-year reserves life index, and no exposure to mines or refineries. While Strathcona agrees with MEG's statement in its Directors' Circular that other peer companies could also realize significant synergies from such a transaction, Strathcona believes it is the only peer company which would be able to, upon completion of the transaction, (1) obtain an immediate investment grade credit rating upgrade, (2) immediately join all major Canadian oil and gas stock indexes due its to larger float, and (3) credibly execute on meaningful overhead synergies as evidenced by Strathcona's existing best-in-class overhead costs. Offer Information Strathcona's Offer provides that each holder whose MEG Shares are taken up in the Offer will be entitled to receive 0.62 of a common share in the capital of Strathcona plus C$4.10 per MEG Share in cash. The Offer will be open for acceptance until 5:00 p.m. Mountain Time on Monday, September 15, 2025. More information regarding Strathcona and the Offer can be found on Strathcona's website: Shareholders who have questions or require assistance in depositing MEG Shares to the Offer should contact the Information Agent, Laurel Hill Advisory Group, by email at assistance@ or by phone at 1-877-452-7184 (Toll-Free). About Strathcona Strathcona is one of North America's fastest growing oil producers with operations focused on thermal oil and enhanced oil recovery. Strathcona is built on an innovative approach to growth achieved through the consolidation and development of long-life oil and gas assets. The Strathcona Shares are listed on the Toronto Stock Exchange (TSX: SCR). No Offer or Solicitation This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to sell or buy, any securities. The Offer to acquire MEG Shares and issue Strathcona common shares in connection therewith is made solely by, and subject to the terms and conditions set out in, the Offer to Purchase and Circular and accompanying letter of transmittal and notice of guaranteed delivery. The Offer to Purchase and Circular and the related documents, contain important information about the Offer and should be read in its entirety by MEG shareholders Additional Information About the Offer and Where to Find It This news release relates to the Offer. In connection with the Offer, Strathcona has filed and will file relevant materials with the U.S. Securities and Exchange Commission (the "SEC"), including a registration statement on Form F-10 (the "Registration Statement") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), which includes the Offer and Circular and other documents related to the Offer. This news release is not a substitute for the Registration Statement, the Offer and Circular or any other relevant documents filed with the applicable Canadian securities regulatory authorities or the SEC. MEG shareholders and other interested parties are urged to read the Registration Statement, the Offer and Circular, all documents incorporated by reference therein, all other applicable documents and any amendments or supplements to any such documents when they become available, because they do and will contain important information about Strathcona, MEG and the Offer. The Registration Statement, Offer and Circular and other materials filed or that will be filed by Strathcona with the SEC will be available electronically without charge at the SEC's website at The Registration Statement, Offer and Circular, documents incorporated by reference therein and other relevant documents may also be obtained on request without charge from Strathcona by email at info@ or by phone at (403) 930-3000 or Laurel Hill Advisory Group, the information agent for the Offer, by email at assistance@ or by phone at 1-877-452-7184 (Toll-Free), and will also be available electronically at Forward-Looking Information This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of applicable U.S. securities laws (collectively, "forward-looking information") and are prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as "believes", "plans", "expects", "intends" and "anticipates", or variations of such words, and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information contained in this news release includes, but is not limited to, statements relating to: the expected benefits of the Offer and the combination of Strathcona and MEG, both to the MEG shareholders and the Strathcona shareholders; the anticipated benefits that may result from the combination of Strathcona and MEG, including, but not limited to: the size and scale of the combined company; expectations with respect to the capital markets position of the combined company, increased public float and expected reserves life index; the intention of Strathcona to participate in the MEG strategic alternatives process and engage with MEG's Board; the combined company achieving an investment grade credit rating; expectations relating to the combined company's lack of exposure to mines and refineries; the expected potential cost synergies identified by Strathcona in connection with the combination of MEG and Strathcona, including with respect to overhead, interest, capital expenditures and operating costs, among others, and the related benefits thereof; and other anticipated strategic, operational and financial benefits that may result from the combination of Strathcona and MEG. Although Strathcona believes that the expectations reflected by the forward-looking information presented in this news release are reasonable, the forward-looking information is based on assumptions and factors concerning future events that may prove to be inaccurate. Those assumptions and factors are based on information currently available to Strathcona about itself and MEG and the businesses in which they operate. Information used in developing forward-looking information has been acquired from various sources, including third party consultants, suppliers and regulators, among others. The material assumptions used to develop the forward-looking information herein include, but are not limited to: the ability of Strathcona to complete the combination of Strathcona and MEG, pursuant to the Offer or otherwise, integrate Strathcona's and MEG's respective businesses and operations and realize the anticipated strategic, operational and financial benefits synergies from the acquisition of MEG by Strathcona; the conditions of the Offer will be satisfied on a timely basis in accordance with their terms; the anticipated synergies and other anticipated benefits of the Offer will be realized in a manner consistent with Strathcona's expectations; future production rates and estimates of capital and operating costs of the combined company; the combined company's reserves volumes and the net present values thereof; anticipated timing and results of capital expenditures of the combined company; MEG's public disclosure is accurate and that MEG has not failed to publicly disclose any material information respecting MEG, its business, operations, assets, material agreements or otherwise; there will be no material changes to laws and regulations adversely affecting Strathcona's or MEG's operations; and the impact of the current economic climate and financial, political and industry conditions on Strathcona's and MEG's operations will remain consistent with Strathcona's current expectations. Assumptions have also been made with respect to future oil and gas prices, differentials and future foreign exchange and interest rates. Although Strathcona believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking information herein will prove to be accurate. Because actual results or outcomes could differ materially from those expressed in any forward-looking information, readers should not place undue reliance on any such forward-looking information. By its nature, forward-looking information is based on assumptions and involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking information. In particular, there are certain risks related to the consummation of the Offer and the combination of Strathcona and MEG, and the business and operations of MEG and Strathcona (including the business and operations that are currently being conducted and undertaken by Strathcona and those that are expected to be conducted and undertaken by Strathcona upon consummation of the Offer) including, but not limited to: changes in general economic conditions in Canada, the United States and elsewhere; changes in operating conditions (including as a result of weather patterns); the volatility of prices for oil and natural gas and other commodities; commodity supply and demand; fluctuations in foreign exchange and interest rates; changes or proposed changes in applicable tariff rates; availability of financial resources and/or third-party financing; availability of equipment, materials and personnel; defaults by counterparties under commercial arrangements to which MEG or Strathcona (or any of their respective subsidiaries) is a party; an inability to procure regulatory approvals in a timely manner or on terms satisfactory to Strathcona; new or changing laws and regulations (domestic and foreign); the risk of failure to satisfy the conditions to the Offer; and the risk that the anticipated synergies and other benefits of the Offer may not be realized. In addition, readers are cautioned that the actual results of Strathcona following the successful completion of the Offer may differ materially from the expectations expressed herein as a result of a number of additional risks and uncertainties. Some of these risks, uncertainties and other factors are similar to those faced by other oil and gas companies and some are unique to Strathcona. Strathcona's annual information form for the year ended December 31, 2024 and other documents filed by Strathcona with the applicable Canadian securities regulatory authorities (available under Strathcona's profile on SEDAR+ at further describe risks, material assumptions and other factors that could influence actual results. The forward-looking information contained in this news release is provided as of the date hereof and Strathcona does not undertake any obligation to update or to revise any of the forward-looking information included herein, except as required by applicable securities laws. The forward-looking information contained in this news release is expressly qualified by this cautionary statement. Oil and Gas Metrics This news release contains metrics commonly used in the crude oil and natural gas industry, including "reserves life index". These terms do not have a standardized meaning and may not be comparable to similar measures presented by other companies, and therefore should not be used to make such comparisons. Readers are cautioned as to the reliability of oil and gas metrics used in this news release. Management of Strathcona uses these oil and gas metrics for its own performance measurements and to provide investors with measures to compare Strathcona's projected performance over time; however, such measures are not reliable indicators of Strathcona's future performance, which may not compare to Strathcona's performance in previous periods, and therefore should not be unduly relied upon. 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