MIE : (I) VERY SUBSTANTIAL ACQUISITION IN RELATION TO THE PROPOSED ACQUISITION OF ALL THE PARTNERSHIP INTERESTS OF CQ ENERGY CANADA PARTNERSHIP (II) MAJOR DISPOSAL IN RELATION TO THE DEEMED DISPOSAL OF 36.4% EQUITY INTEREST IN A WHOLLY-OWNED SUBSIDIARY AND (III

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MIE HOLDINGS CORPORATION

MI能 源控股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1555)

1. VERY SUBSTANTIAL ACQUISITION

   IN RELATION TO THE PROPOSED ACQUISITION OF ALL THE PARTNERSHIP INTERESTS OF

   CQ ENERGY CANADA PARTNERSHIP

2. MAJOR DISPOSAL IN RELATION TO

   THE DEEMED DISPOSAL OF 36.4% EQUITY INTEREST IN A WHOLLY-OWNED SUBSIDIARY

   AND

3. RESUMPTION OF TRADING

THE PROPOSED PURCHASE OF THE PARTNERSHIP

The Board is pleased to announce that on May 31, 2017 Calgary time (before the Stock Exchange trading hours on June 1, 2017 Hong Kong time), the Purchaser, a wholly owned subsidiary of the Company, and the Company executed the PSA dated as of May 31, 2017, in escrow, with the Vendors pursuant to which the Purchaser has conditionally agreed to acquire and the Vendors have conditionally agreed to sell the Partnership Interests, representing all the partnership interests in the Target Company, at a Consideration of C$722,000,000 (equivalent to approximately HK$4,117,336,800) (subject to adjustments in accordance with the PSA). For the purpose of amending the date and time for the escrow release under the PSA, the parties to the PSA entered into the Amending Agreement on June 8, 2017 (Calgary time). The PSA was released from escrow and delivered to the parties on the Document Escrow Release Time.

The Purchaser is a Canadian corporation within the meaning of the Income Tax Act (Canada). The Consideration will be funded through a combination of the Group's internal resources, debt or equity financing and proceeds raised from the Convertible Preferred Shares issued by the Purchaser. After Closing, the Target Company will be indirectly controlled by the Company and its financial information will be consolidated into the Group.

On or prior to the Document Escrow Release Time, the Purchaser has paid a C$70,000,000 (equivalent to approximately HK$404,908,000) Deposit into an escrow account held by the Escrow Agent pursuant to the Escrow Agreement. The remaining balance of the Consideration calculated in accordance with the PSA will be paid upon Closing.

THE SUBSCRIPTION

In order to facilitate the Acquisition, each of the Subscribers and the Purchaser entered into the Subscription Agreement on May 31, 2017 (Calgary time) in respect of the issue of: (i) an aggregate of 296,000,000 Common Shares to Maple Marathon, and (ii) the Convertible Preferred Shares in the aggregate principal amount of C$204,000,000 (equivalent to approximately HK$1,180,017,600), convertible into Common Shares on the basis of 0.83 Common Shares for every one Convertible Preferred Share, to Gastown and Mercuria Energy Netherlands.

Upon full conversion of the Convertible Preferred Shares at the Conversion Ratio, a total of 169,320,000 Conversion Shares will be issued, representing approximately 36.4% of the issued share capital of the Purchaser as enlarged by the issue of the Conversion Shares. Upon full conversion of the Convertible Preferred Shares, the Purchaser will remain to be a subsidiary of the Company, but the Company's equity interest in the Purchaser will be reduced to approximately 63.6%.

IMPLICATIONS UNDER THE LISTING RULES

As certain applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Acquisition contemplated under the PSA exceed 100%, the Acquisition constitutes a very substantial acquisition for the Company under Chapter 14 of the Listing Rules and therefore the Company is subject to reporting, announcement and Shareholders'approval requirements.

The issue of Conversion Shares to the Subscriber upon conversion of the Convertible Preferred Shares will be deemed to be a disposal of interest in the Purchaser by the Company under the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Deemed Disposal exceed 25% but are less than 75%, the Subscription constitutes a major disposal for the Company under the Listing Rules and therefore the Company is subject to reporting, announcement and Shareholders'approval requirements.

GENERAL

An EGM will be convened and held for the Shareholders to consider and, if appropriate, approve, among others, the PSA and the Transactions contemplated thereunder and the major transaction regarding the Deemed Disposal. To the best of the Directors'knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the relevant resolutions to approve the PSA and Transactions contemplated thereunder.

A circular containing, amongst others, (i) further details of the PSA, the Subscription Agreement and the Transactions contemplated thereunder and the major transaction regarding the Deemed Disposal; (ii) a competent person's report and a valuation report in respect of the oil and gas reserves of the Target Company, both in compliance with the requirements of Chapter 18 of the Listing Rules; (iii) the notice of the EGM; and (iv) other information as required under the Listing Rules is expected to be despatched to the Shareholders on or before August 10, 2017, as additional time is required by the Company for the preparation of certain information for inclusion in the circular.

Closing of the Acquisition is conditional upon the satisfaction of the Conditions Precedent set out in the PSA. The Acquisition may or may not proceed. Shareholders and potential investors of the Company should exercise caution when they deal or contemplate dealing in the Shares and other securities of the Company.

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on June 1, 2017 pending release of this announcement. The Company has applied to the Stock Exchange for resumption of trading in the Shares on the Stock Exchange with effect from 9: 00 a.m. on June 9, 2017.

INTRODUCTION

The Board is pleased to announce that on May 31, 2017 Calgary time (before the Stock Exchange trading hours on June 1, 2017 Hong Kong time), the Purchaser, a wholly owned subsidiary of the Group, and the Company executed the PSA dated as of May 31, 2017, in escrow, with the Vendors pursuant to which the Purchaser has conditionally agreed to acquire and the Vendors have conditionally agreed to sell the Partnership Interests, representing all the partnership interests in the Target Company, at a Consideration of C$722,000,000 (equivalent to approximately HK$4,117,336,800) (subject to adjustments in accordance with the PSA). For the purpose of amending the date and time for the escrow release under the PSA, the parties to the PSA entered into an amending agreement (the''Amending Agreement'') on June 8, 2017 (Calgary time). The PSA was released from escrow and delivered to the parties on the Document Escrow Release Time.

The Purchaser is a Canadian corporation within the meaning of the Income Tax Act (Canada). The Consideration will be funded through a combination of the Group's internal resources, debt or equity financing and proceeds raised from the Convertible Preferred Shares issued by the Purchaser. After Closing, the Target Company will be indirectly controlled by the Company and its financial information will be consolidated into the Group.

In order to facilitate the Acquisition, each of the Subscribers and the Purchaser entered into the Subscription Agreement on May 31, 2017 in respect of the issue of: (i) an aggregate of 296,000,000 Common Shares to Maple Marathon, and (ii) the Convertible Preferred Shares in the aggregate principal amount of C$204,000,000 (equivalent to approximately HK$1,180,017,600), convertible into Common Shares on the basis of 0.83 Common Shares for every one Convertible Preferred Share, to Gastown and Mercuria Energy Netherlands.

Upon full Conversion of the Convertible Preferred Shares at the Conversion Price, a total of 169,320,000 Conversion Shares will be issued, representing approximately 36.4% of the issued share capital of the Purchaser as enlarged by the issue of the Conversion Shares. Upon full conversion of the Convertible Preferred Shares, the Purchaser will remain to be a subsidiary of the Company, but Company's equity interest in the Purchaser will be reduced to approximately 63.6%.

PSA

The principal terms of the PSA are as follows:

Date

May 31, 2017

Parties

1. the Vendors

2. the Purchaser

3. the Company

To the best of the Directors'knowledge, information and belief, having made all reasonable enquiries, the Vendors and their respective ultimate beneficial owners are third parties independent of the Company and its Connected Persons.

Subject Matter

The Purchaser has conditionally agreed to acquire and the Vendors have conditionally agreed to sell the Partnership Interests, representing all the partnership interests in the Target Company.