CENOVUS ENERGY INC.

Offers to Purchase for Cash for Certain Outstanding Debt Securities

Any and All of the Outstanding Securities Listed Below
(collectively, the Any and All Notes)


Title of Security

CUSIP / ISIN

Principal Amount Outstanding

3.950% Notes due 2022

448055AJ2/US448055AJ20

$500,000,000

3.000% Notes due 2022

15135UAG4/US15135UAG40

$500,000,000

Up to the Maximum Aggregate Purchase Price of $1,000,000,000 (a)
of the Outstanding Securities in the Priority Listed Below
(collectively, the Maximum Tender Offer Notes)

Title of Security

CUSIP / ISIN

Principal Amount Outstanding

Series Tender Cap(a)

Acceptance Priority Levela

3.800% Notes due 2023

15135UAJ8/US15135UAJ88


$450,000,000


N/A


1

4.000% Notes due 2024

448055AK9/US448055AK92


$750,000,000


N/A


2

5.375% Notes due 2025

15135UAS8/US15135UAS87


$1,000,000,000


$300,000,000


3

4.250% Senior Notes due 2027

15135UAL3/US15135UAL35;
15135UAM1/US15135UAM18 (144A);
C23555AF9/USC23555AF96 (Reg S)


$961,851,000


$200,000,000


4

4.400% Notes due 2029

448055AP8/US448055AP89


$750,000,000


N/A


5

_________________________________________________________________________________________________________________________________________
(a) The offers with respect to the Maximum Tender Offer Notes are subject to the Maximum Aggregate Purchase Price (as defined below) of $[1,000,000,000] and the Series Tender Caps (as defined below). In this Offer to Purchase, all references to the aggregate purchase price of Maximum Tender Offer Notes include the applicable Total Consideration or Late Tender Offer Consideration (each as defined below), as applicable, and exclude applicable Accrued Interest (as defined below) and fees and expenses related to the Tender Offers (as defined below). Cenovus Energy Inc. (Cenovus or the Company) will purchase Maximum Tender Offer Notes having an aggregate purchase price up to the Maximum Aggregate Purchase Price, subject to the Acceptance Priority Levels (as defined below) and the Series Tender Caps set forth in the table above. Subject to applicable law, the Company reserves the right, but is under no obligation, to increase, decrease or eliminate the Maximum Aggregate Purchase Price and/or any Series Tender Cap, in either case, at any time and in its sole discretion. Any such increase or elimination could result in the Company purchasing an aggregate principal amount of Maximum Tender Offer Notes having a greater aggregate purchase price than the Maximum Aggregate Purchase Price set forth herein and/or purchasing an aggregate principal amount of a series of Capped Notes (as defined below) having a greater aggregate principal amount than the applicable sublimit set forth herein.

To view copie(s) of the Tender Offer document(s) please click on the link(s) below

Offer to Purchase


Any questions regarding procedures for tendering Securities or requests for additional copies of this Offer to Purchase and the Notice of Guaranteed Delivery should be directed to the Tender and Information Agent.

The Tender Agent and Information Agent for the Tender Offers is:

D.F. KING & CO., INC.

48 Wall Street, 22nd Floor
New York, New York 10005


Banks and Brokers call: (212) 269-5550
All others call Toll Free: (888) 605-1958
Email: cve@dfking.com

By Facsimile:
(For Eligible Institutions only)

(212) 709-3328
Attention: Michael Horthman
Confirmation by Telephone: (212) 232-3233

If a Holder has questions about any of the Tender Offers or the procedures for tendering Securities, the Holder should contact the Tender and Information Agent or the Dealer Managers at their respective telephone numbers. Requests for documents relating to the Tender Offers, including this Offer to Purchase, should be directed to the Tender and Information Agent.

The Dealer Managers for the Tender Offers are:

J.P. Morgan Securities LLC

383 Madison Avenue, 6th Floor
New York, New York 10179
Attn: Liability Management
Toll-Free: (866) 834-4666
Collect: (212) 834-3424
BofA Securities, Inc.

620 South Tryon Street, 20th Floor
Charlotte, North Carolina 28255
Attn: Liability Management
Collect: (980) 387-3907
Email: debt_advisory@bofa.com
MUFG Securities Americas Inc.

1221 Avenue of the Americas, 6th Floor
New York, New York 10020
Attn: Liability Management
Toll-Free: (877) 744-4532
Collect: (212) 405-7481