Mr. Brendan McCracken reports

OVINTIV COMPLETES PORTFOLIO TRANSFORMATION WITH AGREEMENT TO ACQUIRE NUVISTA ENERGY LTD. AND PLANNED DIVESTITURE OF ANADARKO ASSETS

Ovintiv Inc. and NuVista Energy Ltd. have entered into a definitive agreement, whereby Ovintiv will acquire all of the outstanding shares of NuVista in a cash and stock transaction that values NuVista at approximately $2.7-billion ($3.8-billion (Canadian)). Included in the total transaction value is approximately $215-million ($300-million (Canadian)) of NuVista net debt and 18.5 million shares of NuVista common stock that Ovintiv purchased in a previous transaction. The acquisition is expected to add approximately 930 net 10,000-foot-equivalent well locations and approximately 140,000 net acres (approximately 70 per cent undeveloped) in the core of the oil-rich Alberta Montney formation. Full-year 2026 production from the acquired assets is expected to average approximately 100,000 barrels of oil equivalent per day (approximately 25,000 barrels per day of oil and condensate). The assets are directly adjacent to Ovintiv's current operations and include access to processing and downstream infrastructure with significant available capacity. The transaction has been unanimously approved by the boards of directors of both companies.

Highlights:

• Agreement reached to acquire NuVista Energy at an average price of approximately $17.80 (Canadian) per share, or total consideration of approximately $2.7-billion ($3.8-billion (Canadian));
• Acquisition is expected to add approximately 140,000 net acres and approximately 100,000 boe/d in the core of the oil-rich Alberta Montney formation, highly complementary to Ovintiv's existing acreage;
• Drilling inventory additions of approximately 930 total net 10,000-foot-equivalent well locations, at an average cost of $1.3-million per location, including approximately 620 premium return well locations and approximately 310 upside locations;
• Access to additional strategic processing infrastructure and downstream capacity to enable future oil growth optionality and natural gas price diversification;
• Transaction is expected to be immediately and long-term accretive across all key financial metrics, including non-GAAP (generally accepted accounting principles) free cash flow accretion of approximately 10 per cent;
• Annual synergies expected to total approximately $100-million;
• Divestiture process for Ovintiv's Anadarko assets expected to commence in the first quarter of 2026; proceeds expected to be used for accelerated debt reduction;
• Ovintiv expects to be below its non-GAAP net debt target of $4-billion by year-end 2026, enabling increased share buybacks.

Ovintiv currently owns approximately 9.6 per cent of NuVista's outstanding shares purchased previously in a private transaction for $16 (Canadian) per share. Under the terms of the agreement, Ovintiv will acquire all of the issued and outstanding common shares not otherwise owned by Ovintiv for $18 (Canadian) per share. Total consideration will be made up of 50 per cent cash and 50 per cent Ovintiv common stock. This results in a blended total acquisition price for NuVista of approximately $17.80 (Canadian) per share. Following the transaction, NuVista shareholders other than Ovintiv will own approximately 10.6 per cent of the pro forma company.

"This transaction boosts our free cash flow per share by acquiring top-decile-rate-of-return assets in the heart of the Montney oil window at an attractive price," said Brendan McCracken, president and chief executive officer of Ovintiv. "The NuVista assets were identified as part of an in-depth technical and commercial analysis to identify the highest-value undeveloped oil resource in North America. The position is 70 per cent undeveloped and is an exceptional fit with our existing acreage and infrastructure. The team at NuVista has done a tremendous job building these assets, which have demonstrated top-tier well performance. We are excited to apply our industry-leading expertise to the combined position. In addition to the high-quality resource and fit with our legacy assets, NuVista has secured significant processing capacity, further unlocking optionality for future oil and condensate growth, paired with a downstream market access portfolio that provides valuable natural gas price diversification outside of the AECO market. This acquisition, combined with the inventory additions from our bolt-on acquisition work in the Permian, is putting our investors into top-tier resource at very attractive full-cycle returns. It demonstrates the power of our durable returns strategy and further reinforces our increasingly distinctive and growing premium-return inventory life."

The cash portion of the transaction is expected to be financed through a combination of the company's cash on hand, borrowings under the company's credit facility and/or proceeds from a term loan.

To finance a portion of the cash proceeds for the transaction, the company has temporarily paused its share buyback program for two quarters. Ovintiv's bolt-on acquisition activity has effectively been paused until the share buyback program has resumed. The company's base dividend is expected to remain unchanged.

Ovintiv also announced plans to launch a divestiture process for its Anadarko asset, which it expects to complete by year-end 2026. Divestiture proceeds are expected to be used for accelerated debt reduction.

Once the company has reduced non-GAAP net debt to or below its long-term target of $4-billion, Ovintiv plans to update its capital allocation framework to direct a greater portion of its postdividend non-GAAP free cash flow to shareholder returns.

Transaction overview:

• Immediately accretive: The transaction is expected to be immediately and long-term accretive across key operational and financial metrics, including return on capital employed, non-GAAP cash flow per share and non-GAAP free cash flow per share.
• Increases Montney scale: The transaction is expected to add approximately 620 premium return locations and approximately 310 upside locations. Ovintiv's core land position in the Montney is expected to increase to approximately 510,000 net acres. The company's pro forma 2026 full-year Montney oil and condensate production is expected to average approximately 85,000 bbl/d.
• Significant synergies: The transaction is expected to generate cost synergies of approximately $100-million annually, comprising primarily capital savings, production cost savings and overhead cost reductions. Per-well cost savings are estimated at approximately $1-million across the acquired assets, consistent with Ovintiv's current Montney well costs, resulting from streamlined facility design and faster cycle times.
• Increased processing and downstream capacity: NuVista has secured approximately 600 million cubic feet per day of long-term raw inlet processing capacity, which is expected to allow optimized oil and condensate development of the pro forma asset base. This would allow optionality for Ovintiv's Montney oil and condensate volumes to grow more than 5 per cent per year for the next three to five years. NuVista also has access to approximately 250 million cubic feet per day of long-term firm transport to natural gas markets outside of the local AECO market. As of the end of the second quarter, NuVista's year-to-date natural gas price realization, excluding the impact of hedging, was approximately 180 per cent of AECO. Following the transaction, Ovintiv's 2026 expected AECO exposure will decline from approximately 30 per cent of its Montney natural gas volumes to approximately 25 per cent.
• Maintains strong balance sheet: Ovintiv's leverage metrics are expected to remain strong as the transaction is expected to be leverage neutral at the time of closing. As of Sept. 30, 2025, the company's non-GAAP net debt was $5,187-million, approximately $126-million less than the end of the second quarter. The company remains committed to preserving its investment-grade credit profile and does not expect a negative impact to ratings as a result of the transaction.

2026 outlook

Following the closing of the transaction, Ovintiv plans to operate an average of six rigs across its combined Montney acreage. The company plans to run five rigs on its Permian acreage and one rig on its Anadarko acreage. Before the impact of any dispositions, the company expects to deliver 2026 total average oil and condensate production volumes of approximately 230,000 bbl/d and total volumes of approximately 715,000 boe/d, with capital investment of less than $2.5-billion.

Timing and approvals

The transaction has been unanimously approved by the board of directors of both Ovintiv and NuVista and is expected to close by the end of the first quarter of 2026, subject to NuVista shareholder, court and other customary approvals.

Advisers

Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are serving as financial advisers to Ovintiv on the transaction. Veriten served as independent strategic adviser. Blake Cassels & Graydon LLP, Paul Weiss Rifkind Wharton & Garrison LLP, and Gibson Dunn & Crutcher LLP are serving as legal advisers to Ovintiv on the transaction.

Conference call information

A conference call and webcast to discuss the transactions will be held on Nov. 5, 2025, at 8 a.m. MT (10 a.m. ET).

To join the conference call without operator assistance, you may register and enter your phone number on-line to receive an instant automated callback. You can also dial direct to be entered to the call by an operator. Please dial 888-510-2154 (toll-free in North America) or 437-900-0527 (international) approximately 15 minutes prior to the call.

The live audio webcast of the conference call, including presentation slides, will be available on Ovintiv's website under Investors/Presentations and Events. The webcast will be archived for approximately 90 days.

Important information

Unless otherwise noted, Ovintiv reports in U.S. dollars and production and sales estimates are reported on an after-royalties basis. Unless otherwise specified or the context otherwise requires, references to Ovintiv or to the company includes reference to subsidiaries of and partnership interests held by Ovintiv and its subsidiaries.

National Instrument 51-101 exemption

The Canadian securities regulatory authorities have issued a decision document granting Ovintiv exemptive relief from the requirements contained in Canada's NI 51-101, Standards of Disclosure for Oil and Gas Activities. As a result of the decision and provided that certain conditions set out in the decision are met on a continuing basis, Ovintiv will not be required to comply with the Canadian requirements of NI 51-101 and the Canadian Oil and Gas Evaluation Handbook. The decision permits Ovintiv to provide disclosure in respect of its oil and gas activities in the form permitted by and in accordance with the legal requirements imposed by the U.S. Securities and Exchange Commission (SEC), the Securities Act of 1933, the Securities and Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, and the rules of the New York Stock Exchange. The decision also provides that Ovintiv is required to file all such oil and gas disclosures with the Canadian securities regulatory authorities on SEDAR+ as soon as practicable after such disclosure is filed with the SEC.

We seek Safe Harbor.