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NuVista Energy Files Management Information Circular for Arrangement With Ovintiv

1. NuVista announces plan of arrangement with Ovintiv for shareholder value. 2. Shareholders can receive $18 cash or Ovintiv shares in exchange. 3. Arrangement offers a 21% premium compared to NuVista's recent stock price. 4. Shareholders gain equity position in a larger company with strategic assets. 5. Meeting to approve the arrangement is scheduled for January 23, 2026.

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FAQ

Why Very Bullish?

The substantial cash premium and favorable terms suggest strong investor confidence. Historical examples show mergers offering such premiums often lead to short-term stock price increases.

How important is it?

The arrangement directly affects NuVista’s valuation and future operating landscape, crucial for investors.

Why Short Term?

The immediate deadline for voting and cash offer drives urgency. Similar past corporate actions typically show rapid market reactions post-announcement.

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NuVista Energy Files Management Information Circular for Arrangement with Ovintiv

CALGARY, Alberta, December 22, 2025 (GLOBE NEWSWIRE) — NuVista Energy Ltd. (TSX: NVA) ("NuVista") has officially filed its management information circular (the "Circular") and associated materials for an upcoming special meeting (the "Meeting") of its Shareholders. This meeting pertains to a previously announced plan of arrangement (the "Arrangement") involving NuVista, its Shareholders, Ovintiv Inc. ("Ovintiv"), and Ovintiv Canada ULC, a wholly-owned subsidiary of Ovintiv. The Arrangement is set to enhance shareholder value significantly.

Details of the Arrangement

Under the terms of the arrangement agreement dated November 4, 2025 (the "Arrangement Agreement"), Shareholders, excluding Ovintiv and its affiliates, will have the option to receive:

  • $18.00 in cash per NuVista Share (the "Cash Consideration"),
  • 0.344 of an Ovintiv common share per NuVista Share (the "Share Consideration"), or
  • A combination of Cash and Share Consideration, subject to rounding and proration as outlined in the Arrangement Agreement.

Strategic Benefits for Shareholders

The proposed Arrangement offers several advantages for NuVista Shareholders:

  • Meaningful Premium: The Cash Consideration of $18.00 per NuVista Share suggests a 21% premium over the unaffected 20-day volume-weighted price as of September 19, 2025. This premium enhances the value of NuVista's inventory of future drilling locations in the Montney.
  • Near-Term Liquidity: Shareholders can access immediate liquidity through 50% in cash and benefit from equity appreciation through 50% in Ovintiv Shares. Post-Arrangement, Shareholders will hold approximately 10.6% of Ovintiv's total shares.
  • Enhanced Return of Capital: Shareholders will gain from Ovintiv's current annualized dividend of US$1.20 per share, subject to board approval, along with potential share buybacks.
  • Enhanced Scale: The arrangement would give Shareholders exposure to an investment-grade entity with a pro forma enterprise value of approximately $25 billion, benefiting from Ovintiv's operational synergies.

Meeting and Voting Information

The special Meeting is scheduled for January 23, 2026, at 8:00 a.m. (Calgary time) at the Conference Centre of Eighth Avenue Place, Calgary, Alberta. Shareholders are encouraged to review the Circular for detailed information on the Arrangement and the voting process. Voting instructions must be completed by January 21, 2026, at 8:00 a.m. (Calgary time).

Accessing the Circular

The mailing of the Circular and relevant materials to registered Shareholders, as of December 12, 2025, has commenced. NuVista is utilizing the notice-and-access provisions to communicate with beneficial owners. Shareholders can request a paper copy of the Circular at no cost via:

Letter of Transmittal and Election Form

Registered Shareholders will receive a letter of transmittal and election form ("LOT") with their Meeting materials, which must be completed to receive the consideration under the Arrangement. The Election Deadline is 4:30 p.m. (Calgary time) on January 21, 2026.

About NuVista Energy

NuVista is an oil and natural gas company focused on the exploration, development, and production of reserves primarily in Alberta's Montney formation. The NuVista Shares are traded on the TSX under the symbol NUVSF.

For further information, visit www.nuvistaenergy.com.

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