Cenovus announces repurchase of 84% of its outstanding warrants - Seite 2

Board review process
The Warrant Repurchase Transactions were overseen by Cenovus’s Board of Directors, other than certain directors who recused themselves from Board meetings, or portions thereof, as applicable, at which the Warrant Repurchase Transactions were considered, due to past and/or ongoing relationships with CK Hutchison Holdings Limited and its affiliates, of which HWEI is an indirect wholly-owned subsidiary. The Board undertook a deliberate and full consideration of the Warrant Repurchase Transactions with the assistance of its advisors outlined below, and determined that the Warrant Repurchase Transactions are in the best interests of Cenovus.

Advisors
RBC Capital Markets provided an opinion to the Board stating that, subject to the assumptions, limitations and qualifications therein, as of the date thereof, the consideration to be paid under each of the Warrant Repurchase Transactions is fair, from a financial point of view, to the company. RBC Capital Markets was paid a fixed fee for its services. Blake, Cassels & Graydon LLP is acting as Cenovus’s legal advisor.

Advisory
Forward-looking information
This news release contains certain forward-looking statements and forward-looking information (collectively referred to as “forward-looking information”) about Cenovus’s current expectations, estimates and projections about the future, based on certain assumptions made in light of experience and perception of historical trends. Forward-looking information in this news release is identified by words such as “expect”, “will” or similar expressions, including, but not limited to, statements about: the Warrant Repurchase Transactions, including the timing and anticipated benefits of each, the anticipated closing date of each and the effects of such transactions on Cenovus, including on Cenovus’s shareholder returns framework and its ability to achieve its net debt target.

Although Cenovus believes that the expectations represented by such forward-looking information are reasonable, readers are cautioned not to place undue reliance on forward-looking information as actual results may differ materially from those expressed or implied. This forward-looking information is current only as of the date indicated above. Cenovus undertakes no obligation to update or revise any forward-looking information except as required by law. Developing forward-looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, including those assumptions stated and inherent in Cenovus’s 2023 Corporate Guidance available on cenovus.com, some of which are specific to Cenovus and others that apply to the industry generally.