MEG Energy announces exercise in full of over-allotment option

CALGARY, ALBERTA--(Marketwired - Jan. 12, 2017) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

MEG Energy Corp. ("MEG" or the "Company") (TSX:MEG) announced today that the underwriters of the Company's previously announced public offering (the "Offering") of subscription receipts (the "Subscription Receipts") have exercised in full the over-allotment option granted by the Company to the underwriters in connection the Offering. As a result of this exercise, the Company will issue an additional 8,715,000 Subscription Receipts at a price of $7.75 per Subscription Receipt on a bought deal basis, increasing the aggregate gross proceeds of the Offering to approximately $517.8 million.

Each Subscription Receipt will entitle the holder thereof to receive automatically, upon the effectiveness of the credit facility and term loan refinancings and the closing of the previously announced second lien refinancing, without any further action on the part of the holder thereof and without payment of additional consideration, one common share of the Company.

The net proceeds from the Offering will be used to partially fund the Company's 2017 $590 million capital budget and for general corporate purposes.

The Offering will be completed in all of the provinces and territories of Canada by way of a prospectus supplement and the Company's accompanying base shelf prospectus dated December 1, 2016 and only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A of the U.S. Securities Act of 1933, as amended, (the "U.S. Securities Act").

The Offering is subject to the receipt of all necessary regulatory and stock exchange approvals. The closing date of the Offering is expected to be on or about January 24, 2017. The Subscription Receipts are expected to be automatically exchanged for common shares upon the effectiveness of the credit facility and term loan refinancing and the closing of the second lien refinancing, which is expected to occur by mid-February 2017, and in any event no later than March 15, 2017.

This press release is not an offer of Subscription Receipts (including the common shares issuable upon conversion thereof) for sale in the United States, and the Subscription Receipts (including the common shares issuable upon conversion thereof) may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering to be made in the United States will be made by means of a prospectus that may be obtained from MEG and will contain detailed information about MEG and management, as well as financial statements.

About MEG Energy

MEG Energy Corp. is focused on sustainable in situ oil sands development and production in the southern Athabasca oil sands region of Alberta, Canada. MEG is actively developing enhanced oil recovery projects that utilize SAGD extraction methods. MEG's common shares are listed on the Toronto Stock Exchange under the symbol "MEG."

Disclaimer

This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering to be made in the United States will be made by means of a prospectus that may be obtained from MEG and will contain detailed information about MEG and management, as well as financial statements.

Forward-Looking Information

This news release may contain forward-looking information including but not limited to the potential for consummation of a refinancing plan and the use of proceeds therefrom. Such forward-looking information is based on certain assumptions and analysis made by MEG in light of its experience and perception of current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. However, whether actual results, performance or achievements will conform to MEG's expectations and predictions is subject to market conditions and a number of known and unknown risks and uncertainties which could cause actual results to differ materially from MEG's expectations.

These risks include, but are not limited to: risks associated with the oil and gas industry, for example, the securing of adequate supplies and access to markets and transportation infrastructure; the availability of capacity on the electricity transmission grid; the uncertainty of reserve and resource estimates; the uncertainty of estimates and projections relating to production, costs and revenues; health, safety and environmental risks; risks of legislative and regulatory changes to, amongst other things, tax, land use, royalty and environmental laws; assumptions regarding and the volatility of commodity prices, interest rates and foreign exchange rates, and, risks and uncertainties related to commodity price, interest rate and foreign exchange rate swap contracts and/or derivative financial instruments that MEG may enter into from time to time to manage its risk related to such prices and rates; risks and uncertainties associated with securing and maintaining the necessary regulatory approvals and financing to proceed with MEG's future phases and the expansion and/or operation of MEG's projects; risks and uncertainties related to the timing of completion, commissioning, and start-up, of MEG's future phases, expansions, initiatives and projects; and the operational risks and delays in the development, exploration, production, and the capacities and performance associated with MEG's projects.

Although MEG believes that the assumptions used in such forward-looking 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.

Other factors which could materially affect such forward-looking information are described in the risk factors detailed in the offering documentation prepared and delivered by MEG in connection with the Subscription Receipt Offering and in MEG's most recently filed Annual Information Form ("AIF"), along with MEG's other public disclosure documents. Copies of the AIF and MEG's other public disclosure documents are available through the SEDAR website which is available at www.sedar.com.

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