Cenovus Energy Inc. - Tender Offer - Launch

Cenovus Energy announces tender offers for certain outstanding series of notes

06 SEPTEMBER 2023

Full announcement available via SEC

"Calgary, Alberta, (September 5), 2023 -- Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) announced today the commencement of tender offers to purchase for cash certain of its outstanding series of notes listed in the table below (collectively, the “Notes”) for an aggregate purchase price, excluding accrued and unpaid interest, of up to $750 million.

References to “$” in this news release are to United States dollars, unless otherwise indicated."

(1) $500,000,000 represents the maximum aggregate purchase price payable, excluding the applicable accrued and unpaid interest (the “Pool 1 Maximum Amount”), in respect of the 5.250% Notes due 2037, 4.450% Notes due 2042, 5.200% Notes due 2043, 4.400% Notes due 2029, 5.400% Notes due 2047 and 4.250% Notes due 2027 (collectively, the “Pool 1 Notes”), which may be purchased in the Pool 1 Tender Offers. $250,000,000 represents the maximum aggregate purchase price payable, excluding the applicable accrued and unpaid interest (the “Pool 2 Maximum Amount” and, together with the Pool 1 Maximum Amount, the “Maximum Amounts”), in respect of the 6.800% Notes due 2037 and 6.750% Notes due 2039, which may be purchased in the Pool 2 Tender Offers.

(2) Subject to the Maximum Amounts, the Series Tender Cap (as defined below) and proration, if applicable, the principal amount of each series of Notes expected to be purchased in each tender offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column.

(3) The Pool 1 Notes with Acceptance Priority Level 1 will be subject to an aggregate principal amount sublimit of $250,000,000 (the “Series Tender Cap”).

(4) Per $1,000 principal amount of Notes validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase.

(5) The Total Consideration (as defined below) for each series of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread (as defined below) and is inclusive of the applicable Early Tender Payment (as defined below). The Total Consideration for each series of Notes does not include the applicable accrued and unpaid interest, which will be payable in addition to the applicable Total Consideration.

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