NUVISTA AND OVINTIV ANNOUNCE NUVISTA SHAREHOLDER APPROVAL AND RECEIPT OF FINAL ORDER FOR TRANSACTION WITH OVINTIV AND PRELIMINARY RESULTS OF ELECTIONS BY NUVISTA SHAREHOLDERS REGARDING FORM OF CONSIDERATION

Executive Summary

• NuVista Energy shareholders approved the previously announced plan of arrangement with Ovintiv by approximately 99% of votes cast, and the Court of King's Bench of Alberta granted the Final Order for the transaction.
• The transaction is expected to close shortly after receiving approval under the Investment Canada Act, subject to customary closing conditions.
• Preliminary results of shareholder elections regarding the form of consideration (Cash vs. Share) have been released, detailing the allocation percentages for different voting groups based on a maximum aggregate Cash Consideration of ~$1.57 billion CAD and Share Consideration of ~30.1 million Ovintiv shares.

Key Details

• Shareholder Approval: The Transaction Resolution was approved by approximately 99% of the votes cast by NuVista Shareholders present in person or represented by proxy at the special meeting.
• Regulatory/Court Approval: The Court of King's Bench of Alberta granted the Final Order in respect of the Transaction.
• Closing Timeline: The Transaction is expected to close shortly after receipt of approval under the Investment Canada Act.
• Consideration Structure:
  • Cash Consideration: $18.00 CAD per NuVista Share.
  • Share Consideration: 0.344 of an Ovintiv common share per NuVista Share.
  • Maximum Caps: Approximately $1.57 billion CAD in total Cash Consideration and approximately 30.1 million Ovintiv Shares in total Share Consideration.
  • Default Election: Shareholders who did not make a valid election prior to the deadline (Jan 21, 2026) were deemed to have elected 50% Cash and 50% Share Consideration.
• Preliminary Election Results:
  • 100% Cash Electors: Receive 100% of their total consideration as Cash.
  • 100% Share Electors: Receive approximately 58% of their total consideration as Share Consideration and approximately 42% as Cash Consideration.
  • Default/50-50 Electors: Receive approximately 71% of their total consideration as Cash Consideration and approximately 29% as Share Consideration.
• Final Allocation: Final allocation will be calculated in accordance with the arrangement agreement dated November 4, 2025, as amended.

Notable Quotes

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