An anonymous director reports

CENOVUS ENERGY ANNOUNCES TENDER OFFERS FOR CERTAIN OUTSTANDING SERIES OF NOTES

Cenovus Energy Inc. today commenced tender offers to purchase for cash certain of its outstanding series of notes listed in the attached table for an aggregate purchase price, excluding accrued and unpaid interest, of up to $750-million.

References to dollars in this news release are to United States dollars, unless otherwise indicated.

The tender offers are being made upon the terms, and subject to the conditions, described in the offer to purchase dated Sept. 5, 2023 (as it may be amended or supplemented from time to time, the "offer to purchase"), which sets forth a detailed description of the tender offers. Cenovus reserves the right, but is under no obligation, to increase or decrease either of the maximum amounts and/or increase, decrease or eliminate the series tender cap in the attached table in its sole discretion, at any time, without extending or reinstating withdrawal rights, subject to compliance with applicable law.

The tender offers for the notes will expire at 5 p.m. ET on Oct. 3, 2023, or any other date and time to which Cenovus extends the applicable tender offer, unless earlier terminated. Holders of notes must validly tender and not validly withdraw their notes prior to or at 5 p.m. ET on Sept. 18, 2023 (such date and time, as it may be extended with respect to a tender offer, the applicable "early tender date"), to be eligible to receive the applicable total consideration, which is inclusive of an amount in cash equal to the applicable amount set forth in the table above under the heading "early tender payment," plus accrued and unpaid interest. If a holder validly tenders notes after the applicable early tender date but prior to or at the applicable expiration date, the holder will only be eligible to receive the applicable late tender offer consideration (as defined herein), plus accrued and unpaid interest.

The applicable consideration offered per $1,000 principal amount of each series of notes validly tendered and accepted for purchase pursuant to the applicable tender offer will be determined in the manner described in the offer to purchase by reference to the applicable fixed spread for such notes plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security at 10 a.m. ET on Sept. 19, 2023. The "late tender offer consideration" for each series of notes is equal to the total consideration minus the early tender payment for each series of notes. Holders will also receive accrued and unpaid interest on notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date.

Cenovus intends to finance the purchase of validly tendered and accepted notes with cash on hand and certain short-term borrowings.

The tender offers will expire on the applicable expiration date. Provided that the conditions of the applicable tender offer are satisfied, and except as set forth below, payment for the notes validly tendered prior to or at the expiration date, and accepted for purchase, will be made on a date promptly following the expiration date, which is anticipated to be Oct. 5, 2023, the second business day after the expiration date. Cenovus reserves the right, in its sole discretion, to make payment for notes validly tendered prior to or at the early tender date and accepted for purchase on an earlier settlement date, which, if applicable, is currently anticipated to be Sept. 20, 2023, the second business day after the early tender date.

Tendered notes may be withdrawn prior to or at, but not after, 5 p.m. ET, on Sept. 18, 2023, unless extended or earlier terminated by Cenovus.

All notes accepted for purchase will be retired and cancelled and will no longer remain outstanding obligations of Cenovus.

The tender offers are subject to the satisfaction or waiver of certain conditions, which are specified in the offer to purchase. The tender offers are not conditioned on any minimum principal amount of notes being tendered.

Information relating to the tender offers

The offer to purchase is being distributed to holders beginning today. Goldman Sachs & Co. LLC, BMO Capital Markets Corp. and MUFG Securities Americas Inc. are the dealer managers for the tender offers. Investors with questions regarding the terms and conditions of the tender offers may contact Goldman Sachs & Co. LLC at 800-828-3182 (toll-free) or by e-mail at gs-lm-nyc@ny.email.gs.com, BMO Capital Markets Corp. at 833-418-0762 (toll-free) or 212-702-1840 (collect) or by e-mail at LiabilityManagement@bmo.com and MUFG Securities Americas Inc. at 877-744-4532 (toll-free) or 212-405-7481 (collect). D.F. King & Co. Inc. is the tender and information agent for the tender offers. Investors with questions regarding the procedures for tendering notes may contact the tender and information agent by e-mail at cve@dfking.com, or by phone at 212-269-5550 (for banks and brokers only) or 888-644-5854 (for all others, toll-free). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.

The full details of the tender offers, including complete instructions on how to tender notes, are included in the offer to purchase. Holders are strongly encouraged to read carefully the offer to purchase, including materials incorporated by reference therein, because they contain important information. The offer to purchase may be obtained from D.F. King & Co., free of charge, by calling 212-269-5550 for banks and brokers only) or 888-644-5854 (for all others, toll-free).

About Cenovus Energy Inc.

Cenovus Energy is an integrated energy company with oil and natural gas production operations in Canada and the Asia Pacific region, and upgrading, refining and marketing operations in Canada and the United States. The company is focused on managing its assets in a safe, innovative and cost-efficient manner, integrating environmental, social and governance considerations into its business plans. Cenovus common shares and warrants are listed on the Toronto and New York stock exchanges, and the company's preferred shares are listed on the Toronto Stock Exchange.

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