RE:RE:Cenovus Energy files for $7.5 billion mixed shelf offering As at the date hereof, based on publicly available information, the Selling Shareholder beneficially owns and is the
shareholder of record of 208,000,000 common shares, which is approximately 16.9% of the outstanding common shares of
Cenovus.
The common shares were acquired in connection with the Acquisition as part of the consideration for the Assets.
The terms under which the common shares may be offered by the Selling Shareholder will be described in the
applicable prospectus supplement. The prospectus supplement for or including any offering of common shares by the
Selling Shareholder will include, without limitation, where applicable: (a) the number of common shares being distributed
for the account of the Selling Shareholder; and (b) the number of common shares to be owned, controlled or directed by
the Selling Shareholder after the distribution and the percentage that number or amount represents out of the total number
of outstanding common shares.
Registration Rights Agreement
The following is a summary of certain provisions contained in the registration rights agreement dated effective May
17, 2017 between us and ConocoPhillips (the "
Registration Rights Agreement
") and is qualified in its entirety by the full
text of the Registration Rights Agreement, a copy of which has been filed under Cenovus’s profile at www.sedar.com and
with the SEC on EDGAR at www.sec.gov.
The Registration Rights Agreement provides ConocoPhillips and its permitted assigns ("
Holders
") with the right
(the "
Demand Registration Right
") to require us from the date that is six months following May 17, 2017 (being the
Acquisition closing date) until the date when the Holders collectively hold 3.5% or less of the then outstanding common
shares (the "
Registration Period
"), to qualify the distribution of the common shares held by ConocoPhillips, and any
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common shares or other securities of Cenovus issued as a dividend, distribution, exchange, share split, recapitalization, or
other corporate event in respect of such common shares (the "
Registrable Securities
"), by prospectus filed with the
securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada and/or
the SEC pursuant to the multijurisdictional disclosure system between the United States and Canada (a "
Demand
Distribution
"). The Holders are entitled to request up to three Demand Distributions in any one 365 day period, with the
first 365 day period commencing at the beginning of the Registration Period. We must use commercially reasonable efforts
to assist the Holders in making a Demand Distribution.