Mr. Mike Lawford reports

NUVISTA ENERGY ENTERS INTO AGREEMENT TO BE ACQUIRED BY OVINTIV

NuVista Energy Ltd. has entered into a definitive arrangement agreement with Ovintiv Inc. and Ovintiv Canada ULC, pursuant to which Ovintiv Canada has agreed to acquire all of the issued and outstanding common shares of NuVista 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 will have the option to elect to receive for each NuVista share: (i) $18 in cash; (ii) 0.344 Ovintiv common share; or (iii) a combination of cash and Ovintiv shares, subject to proration based on a maximum amount of cash and a maximum amount of Ovintiv shares set out in the agreement. The maximum amount of cash and maximum amount of Ovintiv shares each represent 50 per cent of the aggregate consideration payable to NuVista shareholders.

The proposed transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta) (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 chief executive officer 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."

Strategic benefits for NuVista shareholders:

• Meaningful premium and attractive value:
  • The purchase price of $18 per NuVista share implies a 21-per-cent premium to NuVista's unaffected 20-day volume-weighted NuVista share price as of Sept. 19, 2025.
  • 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 past 15 years.
• Near-term liquidity with upside participation:
  • The consideration mix offers near-term liquidity for 50 per cent of the purchase price in the form of cash and upside participation for 50 per cent 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 per cent of the Ovintiv shares posttransaction, 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 $1.20 (U.S.) per Ovintiv share, 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 per cent over the past 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 northeastern British Columbia Montney fairways, with meaningful operational and development synergy potential with NuVista's existing Montney assets.

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 was approved by the NuVista board of directors. 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 advisers (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 in cash; (ii) 0.344 Ovintiv share; or (iii) a combination of cash and Ovintiv shares, subject to proration 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 per cent of the aggregate consideration payable to NuVista shareholders.

The transaction requires approval by at least 66-2/3rds per cent 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 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 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.

Financial advisers and fairness opinion

Peters & Co. Ltd. and RBC Capital Markets are acting as financial advisers to NuVista.

Peters & Co. has provided a verbal 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 adviser to NuVista.

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

About NuVista Energy Ltd.

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 Toronto Stock Exchange under the symbol NVA.

We seek Safe Harbor.