An anonymous director reports

OVINTIV PRICES OFFERING OF SENIOR NOTES

Ovintiv Inc. has priced an offering of $600-million in aggregate principal amount of 5.650 per cent senior notes due 2025, $700-million in aggregate principal amount of 5.650 per cent senior notes due 2028, $600-million in aggregate principal amount of 6.250 per cent senior notes due 2033 and $400-million in aggregate principal amount of 7.100 per cent senior notes due 2053. The price to the public for the notes is 99.994 per cent of the principal amount for the 2025 notes, 99.973 per cent of the principal amount for the 2028 notes, 99.793 per cent of the principal amount for the 2033 notes and 99.796 per cent of the principal amount for the 2053 notes.

The company intends to use the net proceeds from the note offering to finance a portion of the cash consideration for the pending acquisition of substantially all of the leasehold interest and related assets of Black Swan Oil & Gas, PetroLegacy Energy and Piedra Resources, which are portfolio companies of funds managed by EnCap Investments LP, in a cash and stock transaction valued at approximately $4,275-million. The note offering is expected to close on May 31, 2023, subject to customary closing conditions.

The closing of the note offering is not contingent on the closing of the pending acquisition. The notes will be sold in a registered offering pursuant to an effective shelf registration statement on Form S-3ASR, as amended, that was previously filed with the U.S. Securities and Exchange Commission, a prospectus supplement, and related base prospectus for the notes offering. The notes are not being offered in Canada or to any resident of Canada except in transactions exempt from the prospectus requirements of applicable Canadian securities laws.

Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets LLC, TD Securities (USA) LLC, Citigroup Global Markets Inc., CIBC World Markets Corp., BMO Capital Markets Corp., Scotia Capital (USA) Inc., National Bank of Canada Financial Inc., BofA Securities Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., Wells Fargo Securities LLC, PNC Capital Markets LLC, Truist Securities Inc. and SMBC Nikko Securities America Inc. have served as joint book-running managers for the note offering. Desjardins Securities Inc. has served as co-manager for the note offering. When available, copies of the prospectus supplement and related base prospectus for the note offering may be obtained from Goldman Sachs & Co., prospectus department, at 1-866-471-2526, Morgan Stanley at 1-866-718-1649, J.P. Morgan Securities, prospectus department, at 1-866-803-9204, RBC Capital Markets at 1-866-375-6829 and TD Securities (USA) at 1-855-495-9846. Electronic copies of the prospectus supplement and related base prospectus for the note offering will also be available on the website of the SEC.

We seek Safe Harbor.