Early Warning Report Filed Pursuant to National Instrument 62-103

HOUSTON, May 18, 2021 (GLOBE NEWSWIRE) -- EARLY WARNING REPORT REGARDING THE SHARES OF CENOVUS ENERGY INC.

Item 1 – Security and Reporting Issuer.

This press release relates to common shares (“Common Shares”) in the capital of Cenovus Energy Inc. (the “Issuer”).

The Issuer’s head office address is:

2600, 500 Centre Street S.E.
Calgary, Alberta T2G 1A6

Item 2 – Transaction

This press release is being filed on behalf of ConocoPhillips Company (the “Acquiror”) and the other parties identified in Item 2.3 of the Acquiror’s Early Warning Report. The address of the Acquiror is:

925 N. Eldridge Pkwy.
Houston, Texas 77079
U.S.A.

On May 5, 2021, the Acquiror entered into a Stock Sale Instruction (the “First Rule 10b5-1 Plan”) with HSBC Securities (USA) Inc. (“HSBC”) that is intended to comply with the requirements of Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended and to be an automatic securities disposition plan in accordance with applicable Canadian securities laws. Pursuant to this First Rule 10b5-1 Plan, the Acquiror directed HSBC to seek to dispose of up to 16,000,000 Common Shares held by the Acquiror.

On May 17, 2021, the Acquiror entered into a second Stock Sale Instruction (the “Second Rule 10b5-1 Plan” and together with the First Rule 10b5-1 Plan, the “10b5-1 Plans”) with HSBC that is intended to comply with the requirements of Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended. Pursuant to the Second Rule 10b5-1 Plan, the Acquiror directed HSBC to seek to dispose of up to an additional 32,000,000 Common Shares held by the Acquiror upon the termination of the First Rule 10b5-1 Plan. The Acquiror is issuing this press release to announce its entry into the Second Rule 10b5-1 Plan.

The Rule 10b5-1 Plans are part of a planned disposition of the Common Shares held by the Acquiror. The Acquiror intends to fully dispose of all Common Shares by the end of 2022. However, subject to market conditions and any restrictions imposed by applicable law and the Rule 10b5-1 Plans, the Acquiror may, at any time or from time to time, cease the disposition of all or part of any Common Shares they hold.

The Acquiror previously received 208,000,000 Common Shares pursuant to a Purchase and Sale Agreement dated March 29, 2017 (the “Purchase and Sale Agreement”), among the Acquiror, ConocoPhillips Canada Resources Corp. (“CPCRC”), ConocoPhillips Canada Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC) Partnership and ConocoPhillips Canada E&P ULC (each a “Vendor” and collectively, the “Vendors”) and the Issuer, the Issuer acquired certain oil and gas assets from the Vendors (the “Acquisition”) on May 17, 2017 (the “Closing Date”).

The Purchase and Sale Agreement provided that as partial consideration for the Acquisition, the Issuer would issue 208,000,000 Common Shares to CPCRC, as agent for the Vendors, or its affiliate nominee (the “Affiliate Nominee”), the Affiliate Nominee to be identified by CPCRC to the Issuer no later than two business days prior to the Closing Date. CPCRC notified the Issuer on May 11, 2017 identifying the Acquiror as the Affiliate Nominee.

Item 3 – Interest in Securities of the Reporting Issuer

Following completion of the Acquisition, the Acquiror owned 208,000,000 Common Shares which currently represents approximately 10.3% of the issued and outstanding Common Shares, based on the 2,017,461,576 Common Shares that are currently issued and outstanding on an undiluted basis. The Acquiror subsequently disposed of 2,500,000 Common Shares under the First Rule 10b5-1 Plan and currently holds approximately 10.2% of the issued and outstanding Common Shares. This represents a decrease of approximately 0.1% from the Acquiror’s last reported ownership position of 10.3%.

Item 4 – Purpose of the Transaction

Pursuant to this First Rule 10b5-1 Plan, the Acquiror directed HSBC to seek to dispose of up to 16,000,000 Common Shares held by the Acquiror. On May 17, 2021, the Acquiror entered into the Second Rule 10b5-1 Plan, pursuant to which the Acquiror directed HSBC to seek to dispose of up to an additional 32,000,000 Common Shares held by the Acquiror upon the termination of the First Rule 10b5-1 Plan. The Rule 10b5-1 Plans are part of a planned disposition of the Common Shares held by the Acquiror. The Acquiror intends to fully dispose of all Common Shares by the end of 2022. However, subject to market conditions and any restrictions imposed by applicable law and the Rule 10b5-1 Plans, the Acquiror may, at any time or from time to time, cease the disposition of all or part of any Common Shares they hold.

As of the date of this press release, the Acquiror does not have any future intentions which would relate to or result in the occurrence of any of items (a) through (j) below.

(a)	a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
(b)	a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
(c)	a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;
(d)	a material change in the present capitalization or dividend policy of the reporting issuer;
(e)	a material change in the reporting issuer’s business or corporate structure;
(f)	a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;
(g)	a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
(h)	the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
(i)	a solicitation of proxies from securityholders;
(j)	an action similar to any of those enumerated above.

Item 5 – Change in material fact

The Acquiror is issuing this press release to announce its entry into of the Second Rule 10b5-1 Plan, which is a change in material facts regarding its holding of the Common Shares.

Contacts

Media Relations

John Roper

281-293-1451

media@conocophillips.com

Investor Relations

281-293-5000

investor.relations@conocophillips.com