An anonymous director reports

CENOVUS ENERGY ANNOUNCES EARLY TENDER RESULTS AND INCREASE OF TENDER OFFERS FOR CERTAIN OUTSTANDING SERIES OF NOTES

Cenovus Energy Inc. has released the early tender results for its tender offers to purchase for cash certain of its outstanding series of notes.

Cenovus has increased the previously announced pool 2 maximum amount (as defined below) from $250-million to $500-million. The pool 1 maximum amount (as defined below) and the series tender cap (as defined below) remain unchanged at $500-million and $250-million, respectively.

References to dollars in this news release are to United States dollars, unless otherwise indicated.

Details of tender offers

Cenovus initially offered to purchase for cash: (i) up to $500-million aggregate purchase price, excluding accrued and unpaid interest, of its 5.250 per cent notes due 2037, 4.450 per cent notes due 2042, 5.200 per cent notes due 2043, 4.400 per cent notes due 2029, 5.400 per cent notes due 2047 and 4.250 per cent notes due 2027 (collectively, the pool 1 notes); and (ii) up to $250-million aggregate purchase price, excluding accrued and unpaid interest, of its 6.800 per cent notes due 2037 and 6.750 per cent notes due 2039 (collectively, the pool 2 notes), subject to prioritized acceptance levels listed in the attached table and the terms and conditions of the tender offers.

Cenovus has amended such tender offers to increase the previously announced pool 2 maximum amount from $250-million to $500-million. All other terms of the tender offers as previously announced in the offer to purchase dated Sept. 5, 2023 (as amended and supplemented hereby) remain unchanged. Cenovus refers investors to the offer to purchase for the complete terms and conditions of the tender offers.

As of the previously announced early tender date and time of 5 p.m., New York time, on Sept. 18, 2023, according to information provided by D.F. King & Co. Inc., the tender and information agent for the tender offers, the aggregate principal amount of each series of notes listed in the attached table had been validly tendered and not validly withdrawn in each tender offer. Withdrawal rights for the notes expired at 5 p.m., New York time, on the early tender date.

The terms and conditions of the tender offers are described in the offer to purchase. Cenovus expects to elect to exercise its right to make payment on Sept. 20, 2023, for notes validly tendered prior to or at the early tender date and accepted for purchase. Cenovus intends to finance the purchase of validly tendered and accepted notes on the early settlement date with cash on hand and certain short-term borrowings.

Because the pool 1 notes validly tendered and not validly withdrawn prior to or at the early tender date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the pool 1 maximum amount, Cenovus does not expect to accept for purchase all pool 1 notes that have been validly tendered and not validly withdrawn prior to or at the early tender date. Rather, subject to the pool 1 maximum amount, the series tender cap and the acceptance priority levels set forth in the attached table, in each case as further described in the offer to purchase, Cenovus expects to accept for purchase all of the 4.450 per cent notes due 2042, 5.200 per cent notes due 2043 and 4.400 per cent notes due 2029 validly tendered and not validly withdrawn prior to or at the early tender date. Because the aggregate principal amount of capped notes validly tendered and not validly withdrawn prior to or at the early tender date exceeds the series tender cap, Cenovus expects to accept for purchase $250-million aggregate principal amount of the capped notes validly tendered and not validly withdrawn prior to or at the early tender date on a prorated basis using a proration factor to be announced following the determination of the total consideration (as defined herein). Cenovus expects to accept for purchase the 5.400 per cent notes due 2047 validly tendered and not validly withdrawn prior to or at the early tender date on a prorated basis using a proration factor to be announced following the determination of the total consideration. Cenovus does not expect to accept for purchase any 4.250 per cent notes due 2027. As described further in the offer to purchase, notes tendered and not accepted for purchase will be promptly credited to the tendering holder's account. Additionally, because the pool 1 notes validly tendered and not validly withdrawn prior to or at the early tender date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the pool 1 maximum amount, Cenovus does not expect to accept for purchase any pool 1 notes tendered after the early tender date on a subsequent settlement date. The tender offers for the Pool 1 Notes will expire at 5 p.m., New York time, on Oct. 3, 2023, or any other date and time to which Cenovus extends the applicable tender offer, unless earlier terminated.

Because the pool 2 notes validly tendered and not validly withdrawn prior to or at the early tender date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the pool 2 maximum amount, Cenovus does not expect to accept for purchase all pool 2 notes that have been validly tendered and not validly withdrawn prior to or at the early tender date. Rather, subject to the pool 2 maximum amount and the acceptance priority levels set forth in the attached table, in each case as further described in the offer to purchase, Cenovus expects to accept for purchase all of the 6.800 per cent notes due 2037 validly tendered and not validly withdrawn prior to or at the early tender date. Cenovus expects to accept for purchase the 6.750 per cent notes due 2039 validly tendered and not validly withdrawn prior to or at the early tender date on a prorated basis using a proration factor to be announced following the determination of the total consideration. As described further in the offer to purchase, notes tendered and not accepted for purchase will be promptly credited to the tendering holder's account. Additionally, because the pool 2 notes validly tendered and not validly withdrawn prior to or at the early tender date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the pool 2 maximum amount, Cenovus does not expect to accept for purchase any pool 2 notes tendered after the early tender date on a subsequent settlement date. The tender offers for the pool 2 notes will expire at 5 p.m., New York time, on Oct. 3, 2023, or any other date and time to which Cenovus extends the applicable tender offer, unless earlier terminated.

The applicable consideration (the total consideration) offered per $1,000 principal amount of each series of notes validly tendered and accepted for purchase pursuant to the applicable tender offer will be determined in the manner described in the offer to purchase by reference to the applicable fixed spread for such notes plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security at 10 a.m., New York time, on Sept. 19, 2023. Only holders of notes who validly tendered and did not validly withdraw their notes prior to or at the early tender date are eligible to receive the applicable total consideration, which is inclusive of the applicable early tender payment, for notes accepted for purchase. Holders will also receive accrued and unpaid interest on notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the early settlement date.

Promptly after the price determination date, Cenovus will issue a news release specifying, among other things: (i) the aggregate principal amount of each series of notes validly tendered and not validly withdrawn as of the early tender date and expected to be accepted for purchase in each tender offer; (ii) the proration factor for the capped notes, the 5.400 per cent notes due 2047 and the 6.750 per cent notes due 2039; and (iii) the total consideration for each series of notes expected to be accepted for purchase.

All notes accepted for purchase will be retired and cancelled and will no longer remain outstanding obligations of Cenovus.

Cenovus's obligation to accept for payment and to pay for notes validly tendered and not validly withdrawn in the tender offers is subject to the satisfaction of certain conditions described in the offer to purchase. Cenovus reserves the right, subject to applicable law, to: (i) waive any and all conditions to any of the tender offers; (ii) extend or terminate any of the tender offers; (iii) further increase or decrease either of the maximum amounts and/or increase, decrease or eliminate the series tender cap; or (iv) otherwise further amend any of the tender offers. Cenovus may take any action described in clauses (i) through (iv) above with respect to one or more tender offers without having to do so for all tender offers.

Information relating to the tender offers

Goldman Sachs & Co. LLC, BMO Capital Markets Corp., and MUFG Securities Americas Inc. are the dealer managers for the tender offers. Investors with questions regarding the terms and conditions of the tender offers may contact Goldman Sachs & Co. at 800-828-3182 (toll-free) or by e-mail at gs-lm-nyc@ny.email.gs.com, BMO Capital Markets at 833-418-0762 (toll-free) or 212-702-1840 (collect) or by e-mail at LiabilityManagement@bmo.com and MUFG Securities Americas at 877-744-4532 (toll-free) or 212-405-7481 (collect). D.F. King & Co. is the tender and information agent for the tender offers. Investors with questions regarding the procedures for tendering notes may contact the tender and information agent by e-mail at cve@dfking.com, or by phone at 212-269-5550 (for banks and brokers only) or 888-644-5854 (for all others, toll-free). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.

The full details of the tender offers, including complete instructions on how to tender notes, are included in the offer to purchase. Holders are strongly encouraged to read carefully the offer to purchase, including materials incorporated by reference therein, because they contain important information. The offer to purchase may be obtained from D.F. King & Co., free of charge, by calling 212-269-5550 (for banks and brokers only) or 888-644-5854 (for all others, toll-free).

About Cenovus Energy Inc.

Cenovus Energy is an integrated energy company with oil and natural gas production operations in Canada and the Asia Pacific region, and upgrading, refining and marketing operations in Canada and the United States. Cenovus is focused on managing its assets in a safe, innovative and cost-efficient manner, integrating environmental, social and governance considerations into its business plans. Cenovus common shares and warrants are listed on the Toronto and New York stock exchanges, and the company's preferred shares are listed on the Toronto Stock Exchange.

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