The Toronto Stock Exchange reports that Ovintiv Inc. (symbol OVV), through Ovintiv Canada ULC, is proposing to acquire all of the issued and outstanding common shares of NuVista Energy Ltd., pursuant to a statutory arrangement under Section 193 of the Business Corporations Act (Alberta).

According to the TSX, NuVista shareholders (other than Ovintiv and its affiliates, and registered NuVista shareholders who properly exercise their dissent rights) shall be entitled to receive: (i) $18 in cash per NuVista share; (ii) 0.344 of an Ovintiv share per NuVista share; or (iii) a combination of the cash consideration and the share consideration for such NuVista shareholders' NuVista shares, subject to rounding and proration based on the cash maximum and the share maximum.

The TSX reports that the maximum total amount of cash and the maximum total number of shares that may be paid pursuant to the arrangement is $1,568,577,429 and 29,977,258 Ovintiv shares, respectively. Notwithstanding the election for cash and/or Ovintiv shares made by a NuVista shareholder, such NuVista shareholder may receive a combination of the cash consideration and the share consideration, depending on the elections (including deemed elections) made by all NuVista shareholders.

The TSX notes that no fractional Ovintiv shares will be issued under the plan of arrangement. In the event a former NuVista shareholder would otherwise be entitled to a fractional Ovintiv share under the plan of arrangement, the number of Ovintiv shares issuable to such NuVista shareholder will be rounded up to the next whole number of Ovintiv shares if the fractional entitlement is equal to or greater than 0.5, and shall, without any additional compensation, be rounded down to the next whole number of Ovintiv shares if the fractional entitlement is less than 0.5. The total cash amount that a NuVista shareholder is entitled to receive pursuant to the arrangement shall be rounded down to the nearest whole cent.

The election deadline is 4:30 p.m. Calgary time on Jan. 21, 2026. Registered NuVista shareholders must complete and return the letter of transmittal and election form together with NuVista share certificates and/or DRS advices to Odyssey Trust Company at its principal office in Toronto prior to the election deadline. NuVista shareholders who do not make a valid election prior to the election deadline will be deemed to have elected to receive: (i) the cash consideration for 50 per cent of the NuVista shares held by such NuVista shareholder; and (ii) the share consideration for 50 per cent of the NuVista shares held by such NuVista shareholder, subject to rounding and proration based on the cash maximum and the share maximum. Trades from 9:30 a.m. Toronto time to 12 p.m. Toronto time on Jan. 21, 2026, will settle on the same day.

For more information, see NuVista's management information circular and proxy statement dated Dec. 19, 2025.