MEG Announces Closing of $518 million Subscription Receipt Offering

CALGARY, ALBERTA--(Marketwired - Jan. 24, 2017) -

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

MEG Energy Corp. ("MEG") (TSX:MEG) announced today that it has closed its previously announced public offering on a bought deal basis (the "Offering") of 66,815,000 subscription receipts (the "Subscription Receipts"), including the 8,715,000 Subscription Receipts issuable on exercise of the over-allotment option granted by MEG to the underwriters in connection with the Offering, at a price of $7.75 per Subscription Receipt for aggregate gross proceeds from the Offering of approximately $517.8 million. The over-allotment option was exercised in full on January 12, 2017.

Each Subscription Receipt will entitle the holder thereof to receive automatically one common share of MEG, upon the effectiveness of the previously announced credit facility and term loan refinancing and the closing of the previously announced second lien note refinancing, prior to or on March 15, 2017, without any further action on the part of the holder thereof and without payment of additional consideration. This conversion is expected to occur by mid-February 2017.

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

The Offering was completed in all of the provinces and territories of Canada by way of a prospectus supplement dated January 13, 2017 to MEG's base shelf prospectus dated December 1, 2016 and 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 Subscription Receipts will commence trading on the Toronto Stock Exchange today under the symbol MEG.R.

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."

Forward-Looking Information

This press 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.

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 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.