NuVista Receives TSX Approval for Normal Course Issuer Bid and Announces Renewal of Credit Facility with Sustainability-Related Performance Features

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NuVista Energy Ltd.

CALGARY, Alberta, June 09, 2022 (GLOBE NEWSWIRE) — NuVista Energy Ltd. (TSX: NVA, “NVA” or the “Company”) announces that the Toronto Stock Exchange (the “TSX”) has approved the commencement of a normal course issuer bid (the “Bid repurchase agreement”) and the renewal and extension of the Company’s $440 million credit facility; which has been amended to include the incorporation of sustainability-related performance targets and therefore converted into a sustainability-related loan (the “SLL Credit Facility”).

Normal Course Issuer Bid

Pursuant to the issuer bid, NuVista will purchase for cancellation, from time to time, if it deems advisable, up to a maximum of 18,190,261 common shares of the Company. The NCIB will become effective on June 14, 2022 and terminate on June 13, 2023 or such earlier date as the NCIB terminates or terminates at NuVista’s option.

NuVista’s intention to initiate a share buyback program is consistent with its strategy to continue its disciplined growth while continuing to reduce net debt and begin returning capital to shareholders. The Company currently believes that the best method of returning capital to shareholders is to repurchase shares under the public issuer bid.

The maximum number of ordinary shares that may be purchased under the public offering represents 10% of the free float as of May 31, 2022. Purchases under the public offering will be made on the open market through the facilities of the TSX and/or other trading systems. The number of common shares that may be purchased under the issuer bid is subject to a daily maximum of 335,363 common shares (equivalent to 25% of the average daily trading volume of 1,341,453 from December 1 2021 to May 31, 2022) with the exception that one bulk purchase exceeding the daily maximum is permitted per calendar week. The price that NuVista will pay for any common shares under the issuer bid will be the prevailing market price on the TSX at the time of such purchase. A copy of the Form 12 Notice of Intention to Make a Normal Course Issuer Bid filed by the Company with the TSX may be obtained free of charge from the Company upon request. In addition, under the SLL Credit Facility, NuVista may not purchase common stock under the tender offer if: (i) the company’s proforma senior debt to EBITDA ( each as defined in the SLL Credit Facility) for the next twelve months exceeds a specified ratio; or (ii) NuVista’s proforma drawdowns under the SLL Credit Facility exceed a threshold dollar amount. Based on the Company’s current expectations, NuVista expects to satisfy both conditions of the SLL credit facility for the purchase of common shares under the issuer bid.

NuVista has entered into an Automatic Share Purchase Plan (“ASPP”) with Peters & Co. Limited (“Peters & Co.”) to facilitate redemptions of its common shares. Under the terms of the Company’s ESAP, Peters & Co. may repurchase shares under the normal course issuer bid during the Company’s self-imposed blackout periods. Purchases will be made by Peters & Co. within the parameters prescribed by the TSX and applicable securities laws as well as the terms of the plan and the written agreement of the parties. Outside of these blackout periods, common shares may be purchased under the issuer bid at management’s discretion.

As of the close of business on May 31, 2022, the Company had 230,748,703 common shares issued and outstanding and a public float of 181,902,614 common shares. All common shares acquired pursuant to the issuer bid will be cancelled.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities and does not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The credit facility incorporates performance characteristics linked to sustainability

The conversion of the Company’s credit facility into a Sustainability Linked Loan (“SLL”) allows us to link our performance on key sustainability themes to our borrowing costs, with rates rising or falling as we achieve whether or not the established annual performance in terms of sustainability. targets (“SPT”) related to:

  • A reduction in the intensity of Scope 1 and 2 GHGs;

  • Increased spending on asset retirement obligations, beyond the minimum regulations set by the Alberta Energy Regulator, as well as the number of well sites undergoing the assessment and remediation process; and

  • Gender balance at Board of Directors level.

Successful achievement of these SPTs will result in lower ongoing costs for the SLL installation and, conversely, NuVista will incur increased ongoing costs if it fails to meet the SPTs. SPTs are important to our business plan and corporate values ​​while demonstrating our ongoing commitment to the environment.

The SLL credit facility was structured in conjunction with CIBC and RBC as co-sustainability structuring agents. CIBC acted as sole bookrunner, administrative agent and co-structuring agent for sustainability; while RBC acted as Co-Syndicate Agent and Co-Sustainability Structuring Agent for the transaction.

About NuVista

NuVista is an oil and gas company actively engaged in the exploration, development and production of oil and natural gas reserves in the province of Alberta. NuVista is primarily focused on the evolutionary and repeatable condensate-rich Montney Formation in the Pipestone and Wapiti regions of the Alberta Deep Basin. This area has the potential to create significant shareholder value due to the high-value condensate volumes associated with natural gas production and the vast reach of this resource play. NuVista’s common shares trade on the Toronto Stock Exchange under the symbol NVA. Learn more at www.nuvistaenergy.com

Forward-looking information

This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. Use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plan ‘, ‘intend’, ‘forecast’ and similar expressions are intended to identify forward-looking information or statements. In particular, and without limiting the foregoing, this press release contains forward-looking statements regarding NuVista’s intentions with respect to the tender offer, including the return of capital to shareholders, the timing of the commencement of purchases shares under the issuer bid, the effects of the repurchases of common shares under the issuer bid, the anticipated effects of the SLL and NuVista’s ability to achieve the SPTs and the expected results thereof. Forward-looking statements or information are based on a number of important factors, expectations or assumptions of NuVista which were used to develop such statements and information but which may prove to be incorrect. Although NuVista believes that any expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on any forward-looking statements as NuVista cannot guarantee that such expectations will prove to be correct. The forward-looking information and statements contained in this press release speak only as of the date of this press release, and NuVista undertakes no obligation to publicly update or revise any of the included forward-looking statements or information. whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

FOR MORE INFORMATION, CONTACT:

Jonathan A. Wright

Ross L. Andreachuk

Mike J. Lawford

President and CEO

Vice President, Finance and Chief Financial Officer

CEO

(403) 538-8501

(403) 538-8539

(403) 538-1936

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