NuVista Energy Enters Into Agreement to be Acquired by Ovintiv

• $18.00 per NuVista Share Purchase Price, payable 50% in cash and 50% in Ovintiv Shares, represents a 21% premium to NuVista’s unaffected 20 day volume-weighted NuVista Share price as of September 19, 2025 ⁽¹⁾, and above any closing price in the last 15 years
• Cash and highly liquid share consideration provides NuVista Shareholders with near-term value certainty, while maintaining upside participation in a larger, investment-grade producer with exposure to two of North America’s top shale plays: Montney and Permian
• Unanimously approved by NuVista’s Board of Directors, which recommends NuVista Shareholders vote in favour of the resolutions approving the Transaction at a special meeting expected to be held in early Q1 2026
  

CALGARY, Alberta, Nov. 04, 2025 (GLOBE NEWSWIRE) -- NuVista Energy Ltd. (TSX: NVA) (“NuVista”) is pleased to announce that it has entered into a definitive arrangement agreement (the “Agreement”) with Ovintiv Inc. (“Ovintiv”) (TSX: OVV; NYSE: OVV) and Ovintiv Canada ULC ("Ovintiv Canada") pursuant to which Ovintiv Canada has agreed to acquire all of the issued and outstanding common shares of NuVista (“NuVista Shares”) (the “Transaction”) not already owned by Ovintiv or its affiliates, in a cash and share transaction that values NuVista at approximately $3.8 billion, including the assumption of NuVista’s net debt.

Under the terms of the Agreement, holders of NuVista Shares other than Ovintiv or its affiliates (“NuVista Shareholders”) will have the option to elect to receive for each NuVista Share: (i) $18.00 in cash; (ii) 0.344 Ovintiv common shares (each whole share, an “Ovintiv Share”); or (iii) a combination of cash and Ovintiv shares, subject to pro-ration based on a maximum amount of cash and a maximum amount of Ovintiv Shares set out in the Agreement (the “Purchase Price”). The maximum amount of cash and maximum amount of Ovintiv Shares each represent 50% of the aggregate consideration payable to NuVista Shareholders.

The proposed Transaction is to be completed by way of a plan of arrangement (“Arrangement”) under the Business Corporations Act (Alberta) (the "ABCA") and, subject to satisfaction of conditions typical for a transaction of this nature, is expected to close in the first quarter of 2026.

“We are very excited about this strategic transaction with Ovintiv and its unique opportunity for synergy realization that will maximize the value of NuVista’s top-tier Montney acreage. I am extremely proud of the NuVista team who have contributed to the successful delineation and growth of our asset base that positioned us to deliver this outcome for our shareholders,” said Mike Lawford, President and CEO of NuVista. “Our team has been critically focused on generating best-in-class returns for our shareholders and this transaction will provide exposure to a complementary portfolio of assets in Ovintiv that share the same quality and longevity to ours.”

Note:

(1) Premium to NuVista’s unaffected 20 day volume-weighted Nuvista Share price as of September 19, 2025, the last trading day preceding Ovintiv or its affiliates' purchase of 18.5 million NuVista Shares, which represents 9.6% of the issued and outstanding NuVista Shares.

STRATEGIC BENEFITS FOR NUVISTA SHAREHOLDERS

• Meaningful Premium and Attractive Value
  • The Purchase Price of $18.00 per NuVista Share implies a 21% premium to NuVista’s unaffected 20 day volume-weighted NuVista Share price as of September 19, 2025 ⁽¹⁾
  • The premium accelerates value for NuVista’s significant inventory of future drilling locations in the Montney and allows NuVista Shareholders to participate in meaningful synergies from the combined company
  • The Purchase Price is higher than any closing price achieved on NuVista Shares in the last 15 years
• Near-Term Liquidity with Upside Participation
  • The consideration mix offers near-term liquidity for 50% of the Purchase Price in the form of cash, and upside participation for 50% of the Purchase Price in the form of highly liquid Ovintiv Shares
  • NuVista Shareholders (for clarity, other than Ovintiv or its affiliates) will own, in aggregate, approximately 10.6%⁽²⁾ of the Ovintiv Shares post-Transaction, representing a significant position in a larger entity with operations in North America’s top unconventional plays
  • Ownership in Ovintiv allows NuVista Shareholders to participate in meaningful development synergies and acceleration of inventory with attractively valued equity consideration
• Enhanced Return of Capital
  • NuVista Shareholders will benefit from receiving a current annualized dividend of US$1.20 per Ovintiv Share,⁽³⁾ in addition to the potential for share buybacks and additional returns of capital
  • Ovintiv’s dividend per share has grown consistently at a compound annual growth rate of approximately 15% over the last 10 years
• Enhanced Scale
  • The Transaction provides NuVista Shareholders with exposure to an investment-grade entity with a pro forma enterprise value of approximately $25 billion
  • Following the Transaction, NuVista Shareholders will benefit from Ovintiv’s existing sizable position in the Permian Basin as well as the Alberta and Northeast B.C. Montney fairways, with meaningful operational and development synergy potential with NuVista's existing Montney assets

Notes:

(2) Reflects ownership assuming all incentive shares are cash settled
(3) Subject to approval by Ovintiv's board of directors. See "Forward-Looking Information" below.

STRATEGIC REVIEW AND RECOMMENDATION OF THE NUVISTA BOARD OF DIRECTORS

In August 2025, NuVista initiated a confidential process to consider various strategic alternatives (the “Process”). The Process was approved by the NuVista Board of Directors ("NuVista Board"). The purpose of the Process was to seek alternatives to the NuVista stand-alone plan and various inbound proposals. The NuVista Board, after seeking and carefully considering advice from its financial and legal advisors (as referenced below), and based on the Fairness Opinion (as defined below), has determined that the Transaction is in the best interests of NuVista, determined that the Transaction is fair to NuVista Shareholders (other than Ovintiv and Ovintiv Canada) and has unanimously recommended that NuVista Shareholders vote in favour of the resolutions approving the Transaction and related matters at the NuVista Meeting (as defined below).

TRANSACTION DETAILS

NuVista, Ovintiv and Ovintiv Canada have entered into the Agreement to effect the Transaction by way of a plan of arrangement under the ABCA. Under the terms of the Transaction, Ovintiv Canada will acquire all of the issued and outstanding NuVista Shares not already owned by Ovintiv or its affiliates for: (i) $18.00 in cash; (ii) 0.344 Ovintiv Shares; or (iii) a combination of cash and Ovintiv shares, subject to pro-ration based on a maximum amount of cash and a maximum amount of Ovintiv Shares set out in the Arrangement Agreement. The maximum amount of cash and maximum amount of Ovintiv Shares each represent 50% of the aggregate consideration payable to NuVista Shareholders.

The Transaction requires approval by at least 66 2/3% of the votes cast by NuVista Shareholders present in person or represented by proxy at a special meeting of NuVista Shareholders to be called to consider the Transaction (the “NuVista Meeting”). The NuVista Meeting is expected to be held in early Q1 2026.

The completion of the Transaction is subject to certain closing conditions outlined in the Agreement including, without limitation, receipt of NuVista Shareholder approval, court approval and regulatory and stock exchange approvals, including under the Competition Act (Canada) and the Investment Canada Act.

All of the directors and executive officers of NuVista, have entered into voting agreements with Ovintiv Canada pursuant to which they have agreed, subject to the terms thereof, to vote their NuVista Shares in favour of the resolutions approving the Transaction.

The Agreement includes representations and warranties, conditions and covenants of the parties typical for transactions of this nature including a non-solicitation covenant on the part of NuVista, a right of Ovintiv to match any superior proposal and a fee payable by each of NuVista and Ovintiv if the Agreement is terminated in certain circumstances.

Further details with respect to the Arrangement will be included in the information circular (the "Circular") to be mailed to the NuVista Shareholders in connection with the NuVista Meeting. A copy of the Agreement and the Circular will be filed on NuVista’s SEDAR+ profile and will be available for viewing in due course at www.sedarplus.ca.

FINANCIAL ADVISORS AND FAIRNESS OPINION

Peters & Co. Limited (“Peters & Co.”) and RBC Capital Markets are acting as financial advisors to NuVista.

Peters & Co. has provided a verbal opinion (the “Fairness Opinion”) to the NuVista Board to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Purchase Price to be received by NuVista Shareholders (other than Ovintiv and Ovintiv Canada) pursuant to the Arrangement is fair, from a financial point of view, to such NuVista Shareholders.

CIBC Capital Markets is acting as strategic advisor to NuVista.

Burnet, Duckworth & Palmer LLP and Vinson & Elkins L.L.P. are acting as legal counsel to NuVista.

ABOUT NUVISTA

NuVista is an oil and natural gas company actively engaged in the exploration for, and the development and production of, oil and natural gas reserves in the province of Alberta. NuVista’s primary focus is on the scalable and repeatable condensate-rich Montney formation in the Pipestone and Wapiti areas of the Alberta Deep Basin. The NuVista Shares trade on the TSX under the symbol NVA. Learn more at www.nuvistaenergy.com.

CURRENCY

All amounts in this press release are stated in Canadian (C$) unless otherwise specified.

FORWARD-LOOKING INFORMATION

Certain statements contained in this news release may constitute forward-looking statements within the meaning of applicable Canadian securities laws. These statements relate to future events or NuVista's future performance. All statements other than statements of historical fact may be forward-looking statements. The use of any of the words "estimate", "will", "would", "believe", "plan", "expected", "potential", and similar expressions are intended to identify forward-looking statements. Forward-looking statements are often, but not always, identified by such words. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. In particular, and without limiting the foregoing, this news release contains forward looking statements with respect to: the expected closing date of the Transaction; the anticipated benefits of the Transaction to NuVista's Shareholders; the Purchase Price per NuVista Share to be received pursuant to the Transaction; the anticipated synergies associated with the Transaction, including the value for NuVista's Montney acreage and the exposure to a complementary portfolio of assets; the expectations that the Transaction will bring forward substantial value from NuVista's standalone plan; that the Ovintiv Shares will be highly liquid; the expected timing of the mailing and the contents of the Circular and the timing of the Meeting; the conditions to closing the Transaction; and other similar statements.

Forward-looking information contained in this news release is based on management's expectations and assumptions regarding, among other things: the satisfaction of the conditions to complete the Transaction; the approval of the Transaction at the Meeting; NuVista's standalone plan; Ovintiv's ability to finance the Transaction; regulatory, stock exchange and government approvals for the Transaction, including under the Competition Act (Canada) and Investment Canada Act; future crude oil, bitumen blend, natural gas, electricity, condensate and other diluent prices; that tariffs currently in effect will remain the same; the timing, allocation and amount of net capital expenditures and the results therefrom; anticipated reserves and the imprecision of reserve estimates; the performance of existing wells; the success obtained in drilling new wells; the sufficiency of budgeted net capital expenditures in carrying out planned activities; access to infrastructure and markets; competition from other industry participants; availability of qualified personnel or services and drilling and related equipment; foreign exchange rates and interest rates; NuVista's future production levels drilling plans; future capital and other expenditures; NuVista's operating costs; anticipated sources of funding for operations and capital investments; the regulatory framework governing royalties, land use, taxes and environmental matters, including federal and provincial climate change policies, in which NuVista conducts and will conduct its business; NuVista's future debt levels; geological and engineering estimates in respect of NuVista's reserves and resources; the geography of the areas in which NuVista is conducting exploration and development activities; and business prospects and opportunities.

By its nature, such forward-looking information involves significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. Factors that could cause actual results to vary from forward-looking information or may affect the operations, performance, development and results of NuVista's businesses include: the risk that the Transaction may be varied, accelerated or terminated in certain circumstances; risks relating to the outcome of the Transaction, including the risks associated with approval at the Meeting and receipt of regulatory approvals; the risk that the conditions to the Transaction may not be satisfied, or to the extent permitted, waived, including the risk that required regulatory approvals may not be received in a timely manner or at all; the risk that operating results will differ from what is currently anticipated; operational hazards; competition for, among other things, capital, the acquisition of reserves, pipeline capacity and skilled personnel; claims made by Indigenous peoples; risks associated with title and rights to produce from assets; sufficiency of funds; fluctuations in market prices for crude oil and natural gas; future sources of insurance for NuVista's property and operations; public health crises; general economic, market and business conditions; NuVista's ability to market oil and natural gas; risks associated with hydraulic fracturing and waterflooding; the accuracy of oil and gas reserves estimates and estimated production levels as they are affected by exploration and development drilling and estimated decline rates; uncertainties in regard to timing of NuVista's exploration and development program; volatility of commodity inputs; variations in foreign exchange rates and interest rates; hedging strategies; national or global financial crisis; environmental risks and hazards, including natural hazards such as regional wildfires, and the cost of compliance with environmental legislation and regulations, including greenhouse gas regulations, potential climate change legislation and potential land use regulations; enacted and proposed export and import restrictions, including but not limited to tariffs, export taxes or curtailment on exports; failure to accurately estimate abandonment and reclamation costs; the need to obtain regulatory approvals and maintain compliance with regulatory requirements; the extent of, and cost of compliance with, laws and regulations and the effect of changes in such laws and regulations from time to time including changes which could restrict NuVista's ability to access capital; failure to obtain or retain key personnel; potential conflicts of interest; changes to tax laws and government incentive programs; the potential for management estimates and assumptions to be inaccurate; risks associated with establishing and maintaining systems of internal controls; risks associated with the tariffs imposed on the import and export of commodities and the possibility that such tariffs may change; political risks and terrorist attacks; cybersecurity errors, omissions or failures; restrictions contained in NuVista's credit facilities, other agreements relating to indebtedness and any future indebtedness; and other risks.

Further, Ovintiv's future shareholder distributions, if any, and the level thereof is uncertain, including the current annualized base dividend per Ovintiv Share. Any decision to pay further dividends on the Ovintiv Shares (including the actual amount, the declaration date, the record date and the payment date in connection therewith and any special dividends) will be subject to the discretion of Ovintiv's board of directors and may depend on a variety of factors. There can be no assurance that Ovintiv will continue to pay dividends.

Although NuVista believes that the assumptions used in such forward-looking statements and 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.

Further information regarding the assumptions and risks inherent in the making of forward-looking statements and in respect of the Transaction will be found in the Circular, along with NuVista's other public disclosure documents which are available through NuVista's website at www.nuvistaenergy.com and through the SEDAR+ website at www.sedarplus.ca.

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

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