Athabasca Files Management Information Circular for Arrangement with Cenovus

Athabasca Oil Corporation

CALGARY, Alberta, Nov. 02, 2026 (GLOBE NEWSWIRE) — Athabasca Oil Corporation (TSX: ATH) (“Athabasca” or the “Corporation”) announced today that it has filed its management information circular (the “Information Circular”) and related materials for the upcoming special meeting (the “Meeting”) of holders (the “Athabasca Shareholders”) of its common shares (the “Athabasca Shares”). At the Meeting, Athabasca Shareholders will consider the previously announced acquisition of all outstanding Athabasca Shares by Cenovus Energy Inc. (“Cenovus”) pursuant to a plan of arrangement (the “Arrangement” or the “Transaction”). The Information Circular and related Meeting materials can be found on Athabasca’s SEDAR+ profile at www.sedarplus.ca and on its website at www.atha.com/2026-special-meeting.

• The Board of Directors of Athabasca (the “Athabasca Board”) unanimously recommends that shareholders vote FOR the Transaction

• Vote today. The proxy voting deadline is November 25, 2026 at 10:00 a.m. (Calgary time)

• Questions or Require Voting Assistance? Contact Athabasca’s proxy solicitation agent, Laurel Hill Advisory Group by telephone at 1‑877‑452‑7184 (toll-free in North America), 1-416-304-0211 (outside North America), by texting “INFO” to either number, or by email to assistance@laurelhill.com. Also visit www.atha.com/2026-special-meeting for more information

Consideration under the Arrangement

Under the terms of the Arrangement, Cenovus will acquire all of the issued and outstanding Athabasca Shares for cash and share consideration valued at $12.00 per Athabasca Share (the “Purchase Price”). Athabasca shareholders will have the option to elect to receive (i) $12.00 in cash for each Athabasca Share held; (ii) 0.264 of a Cenovus share for each Athabasca Share held; or (iii) such other proportion of cash and Cenovus shares as specified by the Athabasca shareholder. Shareholders who do not make a valid election will be deemed to have elected to receive default consideration of 100% cash for their Athabasca Shares.

All elections (including deemed elections) will be subject to pro-ration and cash and Cenovus share maximums. The aggregate cash consideration will not exceed 75% of the total consideration payable under the Arrangement, and the aggregate share consideration will not exceed 35% of the total consideration payable under the Arrangement. Accordingly, the aggregate total consideration will comprise between 65% and 75% cash and between 25% and 35% Cenovus shares, based on elections made and deemed to be made. Depending on a particular shareholder’s election or deemed election and pro-rationing, an Athabasca shareholder may ultimately receive entirely cash, entirely Cenovus shares or a combination of both.

Strategic Rationale

• Compelling Value and Transaction Metrics: The $12.00 per share consideration, represents a 14% premium to Athabasca’s 20-day volume-weighted average as at October 2, 2026. The Transaction implies compelling metrics1 of $127,000 per boe/d and 10.2x Debt Adjusted Funds Flow based on Athabasca management’s forecasts. These metrics compare exceptionally well with historical corporate energy transactions.

• Recognition of Exceptional Shareholder Value Creation: The Transaction recognizes the substantial value created by Athabasca, as demonstrated by total shareholder return exceeding 1,000% over the past five years.

• Meaningful Premium to Athabasca’s After-Tax Net Asset Value: The Purchase Price represents a premium of 25% to Athabasca’s Proved plus Probable After-Tax Net Asset Value2. Athabasca shareholders will receive immediate recognition of the value embedded in Athabasca’s standalone growth plans, including the Leismer expansion, Corner development and Duvernay Energy.

• Flexible Consideration with Value Certainty and Continued Upside: The aggregate consideration mix of 65% cash and 35% equity provides Athabasca shareholders with near-term liquidity and value certainty, together with continued upside exposure to Cenovus’s broader portfolio of leading in-situ assets. Athabasca shareholders have election flexibility to prioritize near-term value crystallization, continued participation in future value creation across Cenovus’s portfolio or a combination of both.

• Accelerated Development of Athabasca’s Deep Thermal Resource Portfolio: Athabasca’s long-life Thermal resource will benefit from increased and accelerated development utilizing Cenovus’s fiscal capacity. Specifically, Corner Phases 2 and 3 and further Leismer expansions are expected to be accelerated relative to the timelines contemplated in Athabasca’s standalone plan.

• Synergies: Consolidating Cenovus and Athabasca assets in the McMurray fairway is expected to generate significant operational synergies and allow execution of a broader growth strategy. Cenovus’s integrated platform and scale are better positioned to manage ongoing fiscal, regulatory and market-access risks.

• Duvernay Consolidation: The Transaction consolidates ownership of Duvernay Energy Corporation under Cenovus, simplifies development planning and complements Cenovus’s conventional business. Cenovus will be able to accelerate development, utilizing its strong balance sheet to drive growth and capture value in these top-tier assets

Footnote: Refer to the “Reader Advisory” section within this news release for additional information on Non‐GAAP Financial Measure (e.g. Debt Adjusted Funds Flow) and production disclosures.

Notes: 1. Metrics based on $5.7 billion enterprise value to Athabasca management’s 2026 exit production and Debt Adjusted Funds Flow forecast. 2026 strip commodity prices (Sept. 28): US$85 WTI, US$15.50 Western Canadian Select heavy differential, C$1.80 AECO, 0.72 C$/US$ FX. 2. After-Tax Net Asset Value per Share calculated as at December 31, 2025 as evaluated by Athabasca’s independent reserves evaluator McDaniel as Proved plus Probable after-tax NPV10, adjusted for Net Cash as at June 30, 2026, and the Duvernay Energy minority interest divided by common shares.

The Meeting

The Meeting is being held to vote on a special resolution to approve the previously announced Arrangement which provides for the acquisition of all of the outstanding Athabasca Shares by Cenovus.

The Meeting will be held in a hybrid format on November 27, 2026 at 10:00 a.m. (Calgary time), where Athabasca Shareholders can participate in person at Lumi Experience Studio, Suite 1410, 225 6 Ave SW, Calgary, Alberta, Canada, T2P 3S9, or through a live audio webcast accessible online at https://meetings.lumiconnect.com/400-819-831-662 (case-sensitive). The password for the live audio webcast is “athabasca2026” (case-sensitive).

Athabasca Board Recommendation

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