0001047469-15-001125.txt : 20150224 0001047469-15-001125.hdr.sgml : 20150224 20150224165405 ACCESSION NUMBER: 0001047469-15-001125 CONFORMED SUBMISSION TYPE: F-10/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20150224 DATE AS OF CHANGE: 20150224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENOVUS ENERGY INC. CENTRAL INDEX KEY: 0001475260 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980634412 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-10/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-202130 FILM NUMBER: 15644219 BUSINESS ADDRESS: STREET 1: 2600, 500 CENTRE STREET S.E. STREET 2: P.O. BOX 766 CITY: CALGARY STATE: A0 ZIP: T2P 0M5 BUSINESS PHONE: 403-766-2000 MAIL ADDRESS: STREET 1: 2600, 500 CENTRE STREET S.E. STREET 2: P.O. BOX 766 CITY: CALGARY STATE: A0 ZIP: T2P 0M5 F-10/A 1 a2223164zf-10a.htm FORM F-10/A
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As filed with the Securities and Exchange Commission on February 24, 2015

Registration No. 333-202130

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO THE
FORM F-10
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CENOVUS ENERGY INC.
(Exact name of registrant as specified in its charter)


Alberta, Canada (Province or other jurisdiction of incorporation or organization)		1311 (Primary Standard Industrial Classification Code Number, if applicable)		Not applicable (I.R.S. Employer Identification No., if applicable)

2600, 500 Centre Street S.E.
Calgary, Alberta, Canada T2G 1A6
(403) 766-2000
(Address and telephone number of Registrant's principal executive offices)

CT Corporation System
111 8th Avenue
New York, New York 10011
(212) 894-8641
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)


Copies to:
Andrew J. Foley Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, N.Y. 10019-6064 (212) 373-3000	John E. Piasta Bennett Jones LLP 855 – 2nd Street S.W. Calgary, Alberta, Canada T2P 4K7 (403) 298-3100	Jason R. Lehner Shearman & Sterling LLP 199 Bay Street Toronto, Ontario, Canada M5L 1E8 (416) 360-8484	Kevin E. Johnson Norton Rose Fulbright Canada LLP Suite 3700, 400 3^rd Avenue S.W. Calgary, Alberta, Canada T2P 4H2 (403) 267-8222

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

Province of Alberta, Canada
(Principal jurisdiction regulating this offering)

It is proposed that this filing shall become effective (check appropriate box below):


A.	ý	upon filing with the Commission pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.	o	at some future date (check the appropriate box below):
	1.	o	pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than 7 calendar days after filing).
	2.	o	pursuant to Rule 467(b) on ( ) at ( ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).
	3.	o	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
	4.	o	after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. o

PART I

INFORMATION REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS

I-1

SHORT FORM PROSPECTUS


New Issue		February 24, 2015

Cenovus Energy Inc.

$1,501,875,000

67,500,000 Common Shares

This offering (the "Offering") of common shares ("Common Shares") of Cenovus Energy Inc. ("Cenovus" or the "Company") consists of 67,500,000 Common Shares (the "Offered Shares") at a price of $22.25 per Common Share (the "Offering Price").

Price: $22.25 per Offered Share

The Common Shares are listed on the Toronto Stock Exchange (the "TSX") and the New York Stock Exchange (the "NYSE") under the trading symbol "CVE". On February 23, 2015, the last completed trading day prior to the date of this short form prospectus, the closing price of the Common Shares on the TSX and the NYSE was $22.05 and US$17.54 per Common Share, respectively. The TSX has conditionally approved the listing of the Offered Shares distributed under this short form prospectus on the TSX. Listing will be subject to Cenovus fulfilling all of the listing requirements of the TSX on or before May 18, 2015. In addition, the NYSE has authorized, upon official notice of issuance, the listing of the Offered Shares on the NYSE.

Cenovus is permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare this short form prospectus in accordance with Canadian disclosure requirements, which are different from those of the United States. Cenovus prepares its financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and they are subject to Canadian auditing and auditor independence standards. They may not be comparable to financial statements of United States companies.

Certain data relating to Cenovus's reserves and resources included in or incorporated by reference in this short form prospectus has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards. See "Note Relating to Reserves and Resources Disclosure".

Owning the Offered Shares may subject you to tax consequences both in the United States and in Canada. This short form prospectus may not describe these tax consequences fully. See "Certain Canadian Federal Income Tax Considerations" and "Certain U.S. Federal Income Tax Considerations for U.S. Residents".

Neither the United States Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved these securities or determined if this short form prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investment in the Offered Shares involves certain risks that should be considered by a prospective purchaser. See "Risk Factors".

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely because Cenovus is organized under the laws of Canada. Most of Cenovus's directors and officers, and some or all of the experts named in this short form prospectus, are residents of Canada or otherwise reside outside of the United States, and a substantial portion of their assets, and a substantial portion of Cenovus's assets, are located outside the United States. See "Enforceability of Civil Liabilities".



Per Offered Share	$22.25	$0.779	$21.471
Total Offering(3)(4)	$1,501,875,000	$52,565,625	$1,449,309,375

Notes:

(1): Cenovus has agreed to pay the Underwriters (as defined herein) a fee equal to 3.5% of the gross proceeds of the Offering, equal to $0.779 per Offered Share.
(2): Before deducting expenses of the Offering estimated at $1,700,000, which will be paid by Cenovus from the gross proceeds of the Offering.
(3): Assuming that the Over-Allotment Option (as defined herein) is not exercised.
(4): Cenovus has granted to the Underwriters an over-allotment option (the "Over-Allotment Option"), exercisable at any time and from time to time, in whole or in part, commencing on the Closing Date (as defined herein) and ending on the date that is 30 days following the Closing Date, to purchase up to an additional 10,125,000 Common Shares at the Offering Price and on the same terms and conditions as the Offering, for the purposes of covering the Underwriters' over-allotments, if any, and for market stabilization purposes. A purchaser who acquires Common Shares forming any part of the Underwriters' over-allocation position acquires those securities under this short form prospectus, regardless of whether the Underwriters' over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total price to the public, Underwriters' fee and net proceeds to Cenovus (before deducting expenses of the Offering) will be $1,727,156,250, $60,450,469 and $1,666,705,781, respectively. This short form prospectus qualifies for distribution the grant of the Over-Allotment Option and the issuance of Common Shares pursuant to the exercise thereof. See "Plan of Distribution". Where applicable, references to the terms "Offering" and "Offered Shares" include the Common Shares issuable upon exercise of the Over-Allotment Option.

	Underwriters' Position		Maximum Size		Exercise Period		Exercise Price

	Over-Allotment Option		10,125,000 Common Shares		On or before the date that is 30 days following the Closing Date		$22.25 per Common Share


*Joint Book-Running Managers*
RBC Capital Markets		TD Securities


BMO Capital Markets		CIBC		Scotiabank
Barclays	BofA Merrill Lynch	J.P. Morgan	Credit Suisse	Morgan Stanley
AltaCorp Capital (USA)		BNP PARIBAS		Desjardins Securities Inc.

Cormark
Securities (USA) Limited

FirstEnergy
Capital (USA)
Corp.

Macquarie
Capital Markets Canada Ltd.

National Bank
of Canada
Financial Inc.

Peters & Co.
Limited

Raymond
James (USA) Ltd.

UBS
Investment
Bank

RBC Dominion Securities Inc. and TD Securities Inc. (collectively, the "Co-Lead Underwriters"), BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., Barclays Capital Canada Inc., J.P. Morgan Securities Canada Inc., Merrill Lynch Canada Inc., Credit Suisse Securities (Canada), Inc., Morgan Stanley Canada Limited, AltaCorp Capital Inc., BNP Paribas (Canada) Securities Inc., Desjardins Securities Inc., Cormark Securities Inc., FirstEnergy Capital Corp., Macquarie Capital Markets Canada Ltd., National Bank Financial Inc., Peters & Co. Limited, Raymond James Ltd. and UBS Securities Canada Inc. (collectively, with the Co-Lead Underwriters, the "Underwriters"), as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by Cenovus and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement (defined below) referred to under "Plan of Distribution" and subject to the approval of certain legal matters by Bennett Jones LLP on behalf of Cenovus and by Norton Rose Fulbright Canada LLP on behalf of the Underwriters. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as United States counsel to Cenovus and Shearman & Sterling LLP is acting as United States counsel to the Underwriters in connection with the Offering.

The terms of the Offering, including the Offering Price, were determined by negotiation between Cenovus and the Co-Lead Underwriters, on their own behalf and on behalf of the other Underwriters. See "Plan of Distribution".

The Underwriters propose to offer the Offered Shares initially at the Offering Price. After a reasonable effort has been made to sell all of the Offered Shares at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Offered Shares remaining unsold. Any such reduction will not affect the net proceeds received by Cenovus pursuant to the Offering. The Underwriters will inform the Company if the Offering Price is reduced. See "Plan of Distribution".

Subject to applicable laws, in connection with the distribution of the Offered Shares, the Underwriters may conduct transactions intended to stabilize or maintain the market price for the Common Shares at levels other than those which otherwise might prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See "Plan of Distribution".

In the opinion of Bennett Jones LLP, Canadian counsel to Cenovus, and Norton Rose Fulbright Canada LLP, Canadian counsel to the Underwriters, based on the legislation in effect on the date of this short form prospectus, and subject to the provisions of any particular plan, the Offered Shares are qualified investments for certain tax exempt plans as set forth herein under the heading "Eligibility for Investment". See "Eligibility for Investment".

Subscriptions for the Offered Shares will be received by the Underwriters subject to rejection or allotment, in whole or in part, and the right is reserved to close the subscription books at any time without notice. The closing of the Offering is expected to take place on or about March 3, 2015, and, for greater certainty, the Offered Shares (other than any Common Shares issuable pursuant to the exercise of the Over-Allotment Option) are to be taken up by the Underwriters, if at all, on or before a date not later than 42 days after the date of the receipt for the final short form prospectus (the "Closing Date").

It is expected that the Company will arrange for the instant deposit of the Offered Shares distributed under this short form prospectus under the book-based system of registration, to be registered to CDS Clearing and Depository Services Inc. ("CDS") and deposited with CDS on the Closing Date. No certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares. Purchasers of Offered Shares will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Offered Shares is purchased. See "Plan of Distribution".

The head and registered office of Cenovus is located at 2600, 500 Centre Street S.E., Calgary, Alberta, Canada T2G 1A6.

TABLE OF CONTENTS


GENERAL			2
FORWARD-LOOKING INFORMATION			3
NOTE RELATING TO RESERVES AND RESOURCES DISCLOSURE			4
ENFORCEABILITY OF CIVIL LIABILITIES			5
EXCHANGE RATE INFORMATION			5
DOCUMENTS INCORPORATED BY REFERENCE			6
MARKETING MATERIALS			7
WHERE YOU CAN FIND MORE INFORMATION			7
CENOVUS ENERGY INC.			7
DESCRIPTION OF CAPITAL STRUCTURE			8
CONSOLIDATED CAPITALIZATION			8
TRADING PRICE AND VOLUME			9
PRIOR SALES			10
USE OF PROCEEDS			10
PLAN OF DISTRIBUTION			10
RELATIONSHIP BETWEEN THE COMPANY AND CERTAIN UNDERWRITERS			15
ELIGIBILITY FOR INVESTMENT			15
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS			16
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. RESIDENTS			18
RISK FACTORS			22
AGENT FOR SERVICE OF PROCESS			23
AUDITOR			23
TRANSFER AGENT AND REGISTRAR			23
LEGAL MATTERS			23
EXPERTS			23
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT			23

GENERAL

Investors should rely only on the information contained in this short form prospectus and the documents incorporated by reference herein. The Company has not authorized anyone, and the Underwriters are not authorized, to provide prospective investors with different information. The Company does not, and the Underwriters do not, take any responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. The Company is not, and the Underwriters are not, offering the Offered Shares in any jurisdiction in which the Offering is not permitted.

Investors should not assume that the information contained in this short form prospectus is accurate as of any date other than the date of this short form prospectus. The business, financial condition, results of operations and prospects may have changed since these dates. Subject to the Company's obligations under applicable Canadian securities laws, the information contained in this short form prospectus is accurate only as of the date of this short form prospectus regardless of the time of delivery of this short form prospectus or of any sale of the Offered Shares.

In this short form prospectus, unless otherwise specified or the context otherwise requires, reference to "we", "us", "our", "its", "Company" or "Cenovus" means Cenovus Energy Inc., the subsidiaries of, and partnership interests held by, Cenovus Energy Inc. and its subsidiaries.

In this short form prospectus and documents incorporated by reference in this short form prospectus, unless otherwise specified or the context otherwise requires, all dollar amounts are stated in Canadian dollars. All references to "dollars" or "$" are to Canadian dollars and all references to "US$" are to United States dollars.

Unless otherwise indicated, all financial information included in this short form prospectus and documents incorporated by reference in this short form prospectus has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, which are also generally accepted accounting principles for publicly accountable enterprises in Canada.

FORWARD-LOOKING INFORMATION

This short form prospectus and the documents incorporated by reference in this short form prospectus contain certain forward-looking statements and forward-looking information (collectively referred to as "forward-looking statements") within the meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995, about our current expectations, estimates and projections about the future, based on certain assumptions made by us in light of the Company's experience and perception of historical trends. Although we believe that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.

This forward-looking information is identified by words such as "anticipate", "believe", "expect", "plan", "forecast", "future", "target", "project", "capacity", "could", "should", "focus", "proposed", "scheduled", "outlook", "potential", "may" or similar expressions and includes suggestions of future outcomes, including statements about the anticipated closing date for the Offering, the declaration and payment of dividends, the use of proceeds from the Offering and Cenovus's proposed capital expenditure program for 2015 and the allocations to certain activities within such program, Cenovus's strategy and related milestones and schedules, projected future value or net asset value, projections for 2015 and future years, forecast operating and financial results, planned capital expenditures, including timing and financing thereof, expected future production, including the timing, stability or growth thereof, expected reserves and contingent and prospective resources estimates, broadening market access, improving cost structures, dividend plans and strategy, including with respect to the dividend reinvestment plan, anticipated timelines for future regulatory, partner or internal approvals, future impact of regulatory measures, forecasted commodity prices, future use and development of technology and projected shareholder return. Readers are cautioned not to place undue reliance on forward-looking information as the Company's actual results may differ materially from those expressed or implied.

Developing forward-looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to Cenovus and others that apply to the industry in general. The factors or assumptions on which the forward-looking information is based include: assumptions inherent in the Company's current guidance, available at cenovus.com; projected capital investment levels, the flexibility of capital spending plans and the associated source of funding; estimates of quantities of oil, bitumen, natural gas and natural gas liquids ("NGLs") from properties and other sources not currently classified as proved; Cenovus's ability to obtain necessary regulatory and partner approvals; the successful and timely implementation of capital projects or stages thereof; Cenovus's ability to generate sufficient cash flow from operations to meet its current and future obligations; and other risks and uncertainties described from time to time in the filings the Company makes with securities regulatory authorities.

The risk factors and uncertainties that could cause actual results to differ materially, include: that the Offering will not be completed within the anticipated time or at all; volatility of and assumptions regarding oil and gas prices; the effectiveness of the Company's risk management program, including the impact of derivative financial instruments and the success of Cenovus's hedging strategies and the sufficiency of the Company's liquidity position; the accuracy of cost estimates; fluctuations in commodity prices, currency and interest rates; fluctuations in product supply and demand; market competition, including from alternative energy sources; risks inherent in Cenovus's marketing operations, including credit risks; maintaining desirable ratios of debt to adjusted earnings before interest, taxes, depreciation and amortization as well as debt to capitalization; the Company's ability to access various sources of debt and equity capital, generally, and on terms acceptable to the Company; changes in credit ratings applicable to Cenovus or any of Cenovus's securities; changes to Cenovus's dividend plans or strategy, including the dividend reinvestment plan; accuracy of Cenovus's reserves, resources and future production estimates; the Company's ability to replace and expand oil and gas reserves; Cenovus's ability to maintain its relationship with its partners and to successfully manage and operate its integrated heavy oil business; reliability of the Company's assets; potential disruption or unexpected technical difficulties in developing new products and manufacturing processes; refining and marketing margins; potential failure of new products to achieve acceptance in the market; unexpected cost increases or technical difficulties in constructing or modifying manufacturing or refining facilities; unexpected difficulties in producing, transporting or refining of crude oil into petroleum and chemical products; risks associated with technology and its application to Cenovus's business; the timing and the costs of well and pipeline construction; the Company's ability to secure adequate product transportation including sufficient crude-by-rail or alternate transportation to address any gaps caused by operational constraints in the pipeline system; changes in the regulatory framework in any of the locations in which Cenovus operates, including changes to the regulatory approval process and land-use designations, royalty, tax, environmental, greenhouse gas, carbon and other laws or regulations, or changes to the interpretation of such laws and regulations, as adopted or proposed, the impact thereof and the costs associated with compliance; the expected impact and timing of various accounting pronouncements, rule changes and standards on Cenovus's business, its financial results and its consolidated financial statements; changes in the general economic, market and business conditions; the political and economic conditions in the countries in which the Company operates; the

occurrence of unexpected events such as war, terrorist threats and the instability resulting therefrom; and risks associated with existing and potential future lawsuits and regulatory actions against Cenovus.

Statements relating to "reserves" and "contingent resources" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves and contingent resources described exist in the quantities predicted or estimated, and can be profitably produced in the future.

We caution that the foregoing list of important factors is not exhaustive. Events or circumstances could cause our actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. You should carefully consider the matters discussed under "Risk Factors" in this short form prospectus. You should also refer to "Risk Factors" in our AIF (as defined herein), "Risk Management" in our 2014 MD&A (as defined herein), each as incorporated by reference herein, and to the risk factors described in other documents incorporated by reference herein.

You should not place undue reliance on the information contained in this short form prospectus or incorporated by reference herein, as actual results achieved will vary from the information provided herein and the variations may be material. We make no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking statements contained or incorporated by reference herein are made as of the date of this short form prospectus or as of the date specified in the documents incorporated by reference into this short form prospectus, as the case may be. Except as required by applicable securities law, we undertake no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of factors affecting those statements, whether as a result of new information, future events or otherwise or the foregoing lists of factors affecting this information.

This cautionary statement qualifies all forward-looking information contained in this short form prospectus or incorporated by reference herein.

NOTE RELATING TO RESERVES AND RESOURCES DISCLOSURE

The securities regulatory authorities in Canada have adopted National Instrument 51-101 — Standards of Disclosure for Oil and Gas Activities ("NI 51-101"), which imposes oil and gas disclosure standards for Canadian public issuers engaged in oil and gas activities. NI 51-101 permits oil and gas issuers, in their filings with Canadian securities regulatory authorities, to disclose not only proved, probable and possible reserves but also resources, and to disclose reserves and production on a gross basis before deducting royalties. Probable reserves, possible reserves and resources are of a higher risk and are less likely to be accurately estimated or recovered than proved reserves.

Cenovus is permitted to disclose reserves in accordance with Canadian securities law requirements and the disclosure in the documents incorporated by reference in this short form prospectus include reserves designated as probable reserves. The SEC definitions of proved and probable reserves are different from the definitions contained in NI 51-101; therefore, proved and probable reserves disclosed in the documents incorporated by reference into this short form prospectus in compliance with NI 51-101 may not be comparable to United States standards. The SEC requires United States oil and gas reporting companies, in their filings with the SEC, to disclose only proved reserves after the deduction of royalties and production due to others but permits the optional disclosure of probable and possible reserves.

In addition, Cenovus is permitted to disclose estimates of resources in accordance with Canadian securities laws and certain documents incorporated by reference in this short form prospectus contain such estimates. The SEC does not permit the disclosure of resources in reports filed with it by United States oil and gas reporting companies. Resources are not, and should not be confused with, reserves. Additional information regarding these estimates can be found in our AIF, which is incorporated by reference in this short form prospectus.

Moreover, as permitted by NI 51-101, Cenovus has determined and disclosed the net present value of future net revenue from its reserves in our NI 51-101 compliant reserves disclosure using forecast prices and costs. The SEC requires that reserves and related future net revenue be estimated based on historical 12-month average prices, but permits the optional disclosure of revenue estimates based on different price and cost criteria, including standardized future prices.

For additional information regarding the presentation of Cenovus's reserves and other oil and gas information, see the section entitled "Reserves Data and Other Oil and Gas Information" in our AIF, which is incorporated by reference in this short form prospectus.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a corporation incorporated under and governed by the Canada Business Corporations Act. Most of our directors and officers, and some or all of the experts named in this short form prospectus, are residents of Canada or otherwise reside outside of the United States, and a substantial portion of their assets, and a substantial portion of our assets, are located outside the United States. We have appointed an agent for service of process in the United States, but it may be difficult for holders of securities who reside in the United States to effect service within the Unites States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of securities who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors and officers and experts under the United States federal securities laws. We have been advised by our Canadian counsel, Bennett Jones LLP, that a judgment of a United States court predicated solely upon civil liability under U.S. federal securities laws would probably be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. We have also been advised by Bennett Jones LLP, however, that there is a substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon U.S. federal securities laws.

We filed with the SEC, concurrently with our registration statement on Form F-10 of which this short form prospectus forms a part, an appointment of agent for service of process on Form F-X. Under the Form F-X, we appointed CT Corporation System as our agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC and any civil suit or action brought against or involving us in a United States court arising out of or related to or concerning the offering of securities under this short form prospectus.

EXCHANGE RATE INFORMATION

The following table sets forth, for each of the periods indicated, the period end noon exchange rate, the average noon exchange rate and the high and low noon exchange rates of one United States dollar in exchange for Canadian dollars as reported by the Bank of Canada.

	Year ended December 31

	2014		2013		2012
	$		$		$
High		1.1643		1.0697		1.0418
Low		1.0614		0.9839		0.9710
Average		1.1045		1.0299		0.9996
Period End		1.1601		1.0636		0.9949

The noon exchange rate on February 23, 2015, as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was US$1.00 equals $1.2580.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this short form prospectus from documents filed with the securities commission or similar regulatory authority in each of the provinces and territories of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Investor Relations department of Cenovus at 2600, 500 Centre Street S.E., Calgary, Alberta, Canada T2G 1A6, Telephone: (403) 766-2000, and are also available electronically at www.sedar.com.

The following documents of Cenovus, which have been filed with the securities commission or similar regulatory authority in each of the provinces and territories of Canada, are specifically incorporated by reference into and form an integral part of this short form prospectus:

(a): the Management Proxy Circular of Cenovus dated March 7, 2014 relating to the annual meeting of shareholders of the Company held on April 30, 2014;
(b): the Annual Information Form of Cenovus dated February 12, 2015 for the year ended December 31, 2014 (the "AIF");
(c): the audited consolidated financial statements of Cenovus as at December 31, 2014 and December 31, 2013 and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, together with the notes thereto and the report of the auditor thereon (the "2014 Annual Financial Statements");
(d): the Management's Discussion and Analysis of Cenovus as at and for the year ended December 31, 2014 (the "2014 MD&A"); and
(e): the "template version" (as defined in applicable Canadian securities laws) of the term sheet dated February 17, 2015, filed on the System for Electronic Document Analysis and Retrieval (SEDAR).

Any documents of the type required by National Instrument 44-101 — Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including any material change reports (excluding material change reports filed on a confidential basis), interim financial statements, annual financial statements and the auditor's report thereon, management's discussion and analysis of financial condition and results of operations, information circulars, annual information forms and business acquisition reports filed by us with the securities commission or similar regulatory authority in each of the provinces and territories of Canada subsequent to the date of this short form prospectus and prior to the termination of this distribution are deemed to be incorporated by reference in this short form prospectus. In addition, any similar documents filed by us with the SEC in our periodic reports on Form 6-K or annual reports on Form 40-F and any other documents filed with or furnished to the SEC pursuant to Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case after the date of this short form prospectus, shall be deemed to be incorporated by reference into this short form prospectus and the registration statement of which this short form prospectus forms a part if and to the extent expressly provided in such reports. To the extent that any document or information incorporated by reference into this short form prospectus is included in a report that is filed with or furnished to the SEC on Form 40-F, 20-F, 10-K, 10-Q, 8-K or 6-K (or any respective successor form), such document or information shall also be deemed to be incorporated by reference as an exhibit to the registration statement of which this short form prospectus forms a part.

Any statement contained in this short form prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this short form prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this short form prospectus.

MARKETING MATERIALS

Any "template version" of any "marketing materials" (as such terms are defined under applicable Canadian securities laws) that is used by the Underwriters in connection with the Offering does not form a part of this short form prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this short form prospectus. Any template version of any marketing materials that has been, or will be, filed under the Company's profile on SEDAR at www.sedar.com before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated by reference into the final short form prospectus.

WHERE YOU CAN FIND MORE INFORMATION

Cenovus will provide to each person to whom this short form prospectus is delivered, without charge, upon request to the Investor Relations department of Cenovus, at 2600, 500 Centre Street S.E., Calgary, Alberta, Canada T2G 1A6, Telephone: (403) 766-2000, copies of the documents incorporated by reference in this short form prospectus. We do not incorporate by reference in this short form prospectus any of the information on, or accessible through, our website.

Cenovus files certain reports with, and furnishes other information to, each of the SEC and certain securities regulatory authorities of Canada. Cenovus's SEC file number is 001-34513. Under a multijurisdictional disclosure system adopted by the United States and Canada, such reports and other information may be prepared in accordance with the disclosure requirements of the provincial and territorial securities regulatory authorities of Canada, which requirements are different from those of the United States. As a foreign private issuer, Cenovus is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and Cenovus's officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. Cenovus's reports and other information filed or furnished with or to the SEC are available, from the SEC's Electronic Document Gathering and Retrieval System (EDGAR) at www.sec.gov, as well as from commercial document retrieval services. You may also read (and by paying a fee, copy) any document Cenovus files with or furnishes to the SEC at the SEC's public reference room in Washington, D.C. (100 F Street N.E., Washington, D.C. 20549). Please call the SEC at 1-800-SEC-0330 for more information on the public reference room. You may also inspect Cenovus's SEC filings at the NYSE, 20 Broad Street, New York, New York 10005. Cenovus's Canadian filings are available on SEDAR at www.sedar.com.

Cenovus has filed with the SEC under the Securities Act of 1933, as amended (the "1933 Act") a registration statement on Form F-10 relating to the securities being offered hereunder, of which this short form prospectus forms part. This short form prospectus does not contain all of the information set forth in such registration statement, certain items of which are contained in the exhibits to the registration statement as permitted or required by the rules and regulations of the SEC. Items of information omitted from this short form prospectus but contained in the registration statement will be available on the SEC's website at www.sec.gov.

CENOVUS ENERGY INC.

Cenovus is a Canadian integrated oil company headquartered in Calgary, Alberta. We began independent operations on December 1, 2009 following the split of Encana Corporation into two independent publicly traded energy companies. Cenovus is in the business of developing, producing and marketing crude oil, NGLs and natural gas in Canada with refining operations in the United States.

Our reportable segments are as follows:

•: Oil Sands, which includes the development and production of Cenovus's bitumen assets at Foster Creek, Christina Lake and Narrows Lake as well as projects in the early stages of development, such as Grand Rapids and Telephone Lake. The Athabasca natural gas assets also form part of this segment. Certain of the Company's operated oil sands properties, notably Foster Creek, Christina Lake and Narrows Lake, are jointly owned with ConocoPhillips, an unrelated U.S. public company.
•: Conventional, which includes the development and production of conventional crude oil, NGLs and natural gas in Alberta and Saskatchewan, including the heavy oil assets at Pelican Lake. This segment also includes the carbon dioxide enhanced oil recovery project at Weyburn and emerging tight oil opportunities.
•: Refining and Marketing, which is responsible for transporting, selling and refining crude oil into petroleum and chemical products. Cenovus jointly owns two refineries in the U.S. with the operator Phillips 66, an unrelated U.S. public company. This segment coordinates Cenovus's marketing and transportation initiatives to optimize product mix, delivery points, transportation commitments and customer diversification.

•: Corporate and Eliminations, which primarily includes unrealized gains and losses recorded on derivative financial instruments, gains and losses on divestiture of assets, as well as other Cenovus-wide costs for general and administrative, financing activities and research costs. As financial instruments are settled, the realized gains and losses are recorded in the operating segment to which the derivative instrument relates. Eliminations relate to sales and operating revenues and purchased product between segments, recorded at transfer prices based on current market prices, and to unrealized intersegment profits in inventory.

DESCRIPTION OF CAPITAL STRUCTURE

The following is a summary of the rights, privileges, restrictions and conditions which are attached to the Common Shares. Cenovus is authorized to issue an unlimited number of Common Shares and an unlimited number of first preferred shares and second preferred shares (collectively, the "Preferred Shares"). As at December 31, 2014, there were approximately 757 million Common Shares and no Preferred Shares outstanding.

Common Shares

The holders of Common Shares are entitled: (i) to receive dividends if, as and when declared by the board of directors of Cenovus (the "Board"); (ii) to receive notice of, to attend, and to vote on the basis of one vote per Common Share held, at all meetings of shareholders; and (iii) to participate in any distribution of Cenovus's assets in the event of liquidation, dissolution or winding up or other distribution of Cenovus's assets among its shareholders for the purpose of winding up its affairs.

The declaration of dividends is at the sole discretion of the Board and is considered each quarter. All dividends will be reviewed by the Board and may be increased, reduced or suspended from time to time. Cenovus's ability to pay dividends and the actual amount of such dividends is dependent upon, among other things, the Company's financial performance, its debt covenants and obligations, its ability to meet its financial obligations as they come due, its working capital requirements, its future tax obligations, its future capital requirements, commodity prices and the risk factors set forth in the documents incorporated by reference in this short form prospectus.

On February 11, 2015, the Board declared a first quarter dividend of $0.2662 per Common Share, payable on March 31, 2015 to holders of Common Shares of record as of March 13, 2015.

Cenovus has a dividend reinvestment plan, which permits holders of Common Shares to automatically reinvest all or any portion of the cash dividends paid on their Common Shares in additional Common Shares. On February 12, 2015, Cenovus announced that the additional Common Shares issuable pursuant to the dividend reinvestment plan will be issued from treasury at a three percent discount to the average market price (as defined in the dividend reinvestment plan).

Shareholder Rights Plan

Cenovus has a Shareholder Rights Plan that was adopted in 2009 to ensure, to the extent possible, that all its shareholders are treated fairly in connection with any take-over bid for Cenovus. The Shareholder Rights Plan creates a right that attaches to each issued Common Share. Until the separation time, which typically occurs at the time of an unsolicited take-over bid, whereby a person acquires or attempts to acquire 20 percent or more of the Common Shares, the rights are not separable from the Common Shares, are not exercisable and no separate rights certificates are issued. Each right entitles the holder, other than the 20 percent acquirer, from and after the separation time (unless delayed by the Board) and before certain expiration times, to acquire Common Shares at 50 percent of the market price at the time of exercise. The Shareholder Rights Plan was amended and reconfirmed at the 2012 annual meeting of shareholders and must be reconfirmed by the Company's shareholders at every third annual shareholder meeting.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the share and loan capital of Cenovus from that set forth in the 2014 Annual Financial Statements. As at December 31, 2014, after giving effect to the Offering and the use of proceeds therefrom, the dollar amount of commercial paper outstanding is nil and the number of Common Shares outstanding is 824,603,201 ($5,350,790,426) (834,728,201 Common Shares ($5,570,170,659) if the Over-Allotment Option is exercised in full).

No commercial paper was outstanding at December 31, 2014 and, as at January 31, 2015, $272 million aggregate principal amount of commercial paper was outstanding. The Company intends to use the net proceeds from the Offering to, among other things, repay the commercial paper outstanding as it matures.

See "Use of Proceeds".

TRADING PRICE AND VOLUME

The Common Shares are listed and posted for trading on the TSX and the NYSE under the trading symbol "CVE". The following tables set out information concerning the monthly price ranges and trading volumes of the Common Shares as reported by the TSX and the NYSE, as applicable, for the periods indicated.

TSX

	High			Volume

	($ per Common Share)			(thousands)
2014
February		29.70	28.25		40,457
March		32.02	28.85		29,916
April		33.11	31.28		29,709
May		32.66	30.80		30,225
June		34.70	31.93		32,047
July		34.79	32.61		25,914
August		34.68	32.59		22,364
September		34.70	29.77		38,787
October		30.13	25.79		69,010
November		29.11	25.10		37,865
December		26.61	18.72		71,704
2015
January		24.95	21.87		51,019
February 1 — 23⁽¹⁾		26.42	21.61		44,312

Note:

(1): On February 13, 2015, the last completed trading day before the announcement of the Offering, the closing price of the Common Shares on the TSX was $24.18 per Common Share. On February 23, 2015, the last completed trading day prior to the filing of this short form prospectus, the closing price of the Common Shares on the TSX was $22.05 per Common Share.

NYSE

	High			Volume

	(US$ per Common Share)			(thousands)
2014
February		27.01	25.52		25,695
March		28.96	25.90		18,037
April		30.21	28.51		22,339
May		29.88	28.35		17,140
June		32.44	29.31		21,229
July		32.64	30.18		19,192
August		31.89	29.81		18,265
September		31.80	26.57		23,205
October		26.89	22.75		50,631
November		25.74	22.01		31,424
December		23.42	16.11		72,417
2015
January		20.89	17.37		49,901
February 1 — 23⁽¹⁾		21.12	17.24		49,028

Note:

(1): On February 13, 2015, the last completed trading day before the announcement of the Offering, the closing price of the Common Shares on the NYSE was US$19.42 per Common Share. On February 23, 2015, the last completed trading day prior to the filing of this short form prospectus, the closing price of the Common Shares on the NYSE was US$17.54 per Common Share.

PRIOR SALES

The following table summarizes the Common Shares or securities convertible into Common Shares that Cenovus issued during the 12-month period prior to the date of this short form prospectus:

Date of Issue	Securities	Price per Security(2)

Between February 24, 2014 and February 23, 2015	Common Shares⁽¹⁾	$	26.54	521,148
Between February 24, 2014 and February 23, 2015	Options⁽³⁾	$	24.28	5,238,759

Notes:

(1): Common Shares issued on the exercise of options.
(2): Represents the weighted average exercise price per option.
(3): Options granted pursuant to the employee stock option plan of Cenovus. Option holders are entitled to receive the number of Common Shares that could be acquired with the excess value of the market price at the time of exercise over the exercise price of the option.

USE OF PROCEEDS

The net proceeds from the Offering are estimated to be $1,447,609,375 after deducting the fees payable to the Underwriters of $52,565,625 and the estimated expenses of the Offering of $1,700,000. If the Over-Allotment Option is exercised in full, the net proceeds from the Offering are estimated to be $1,665,005,781 after deducting the fees payable to the Underwriters of $60,450,469 and the estimated expenses of the Offering of $1,700,000. See "Plan of Distribution".

The Company intends to use the net proceeds from the Offering to partially fund the Company's previously announced 2015 capital expenditure program, repay commercial paper outstanding as it matures and for general corporate purposes.

The Company's $1,800 to $2,000 million 2015 capital expenditure program includes investment of between $550 million and $600 million at Foster Creek to fund the continued construction of the phase G expansion and to maintain existing operations and between $650 million and $700 million at Christina Lake to fund the continued construction of the phase F expansion, an optimization program, and to maintain existing operations. See "Narrative Description of Cenovus's Business — Oil Sands — Foster Creek" and "— Christina Lake" in the AIF and "Reportable Segments — Oil Sands — Future Capital Investment — Existing Projects" in the 2014 MD&A.

As at January 31, 2015, Cenovus had $272 million of commercial paper outstanding. The principal purpose for which the proceeds of the outstanding commercial paper was used was to fund the Company's capital expenditure program and for general corporate purposes.

Due to the nature of the oil and natural gas industry, budgets are reviewed regularly in light of, among other matters, market conditions, the success of expenditures and other opportunities which may become available to the Company. Potential investors are cautioned that, notwithstanding the Company's current intentions regarding the use of the net proceeds of the Offering, there may be circumstances where a reallocation of funds may occur. While the Company anticipates that it will spend the funds available as set forth above, there may be circumstances where, for business reasons, a reallocation of the net proceeds may be necessary, depending on future operations or the Company's properties or unforeseen events. See "Risk Factors".

The use of the net proceeds as set forth above is consistent with Cenovus's stated business objectives as set forth under the heading "Narrative Description of Cenovus's Business" in the AIF. There is no particular significant event or milestone that must occur for Cenovus's business objectives to be accomplished. See "Plan of Distribution".

PLAN OF DISTRIBUTION

Pursuant to an agreement dated effective February 17, 2015 and amended and restated on February 18, 2015 (the "Underwriting Agreement") among Cenovus and the Underwriters, Cenovus has agreed to issue and sell and the Underwriters have agreed to purchase, as principals, on March 3, 2015, or such other date as may be agreed upon by Cenovus and the Underwriters, subject to the terms and conditions contained therein, 67,500,000 Offered Shares at a price of $22.25 per Offered Share for aggregate gross proceeds of $1,501,875,000 payable in cash (less the fee payable to the Underwriters and the expenses of the Offering) against delivery of the Offered Shares. The Underwriting Agreement provides that, in consideration of the services of the Underwriters in connection with the Offering, Cenovus will pay the Underwriters a fee equal to 3.5% of the gross proceeds of the

Offering, equal to $0.779 per Offered Share. All fees payable to the Underwriters will be paid on account of services rendered in connection with the Offering and will be paid from the proceeds of the Offering.

The obligations of the Underwriters under the Underwriting Agreement are several (and not joint or joint and several), and may be terminated upon the occurrence of certain stated events. Such events include, but are not limited to, (a) a material adverse change, financial or otherwise, in the business, operations or condition (financial or otherwise) of the Company and its subsidiaries taken as a whole, which is expected to have a material adverse affect on the market price or market value of the Common Shares, and (b) any event, action, state, condition or financial occurrence, or any catastrophe of national or international consequence, or any law or regulation, or other occurrence of any nature whatsoever which materially adversely affects, or involves, or will materially adversely affect, the financial markets in Canada or the United States or the business, operations or affairs of the Company and have a material adverse effect on the market price or market value of the Common Shares. If an Underwriter fails to purchase the Offered Shares which it has agreed to purchase, the remaining Underwriter(s) may, but are not obligated to, purchase such Offered Shares, provided that if the number of Offered Shares that a defaulting Underwriter(s) agreed but failed to purchase is less than or equal to 12% of the aggregate number of Offered Shares agreed to be purchased by the Underwriters, then the other Underwriters are severally obligated to purchase the Offered Shares which the defaulting Underwriter or Underwriters failed to purchase, on a pro rata basis or as they may otherwise agree between themselves. If the aggregate amount of Offered Shares not purchased is greater than 12% of the aggregate number of Offered Shares agreed to be purchased by the Underwriters, then each of the Underwriters shall be relieved of its obligations to purchase its respective percentage of the Offered Shares, subject to the terms and conditions of the Underwriting Agreement. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares if any of the Offered Shares are purchased under the Underwriting Agreement. The Underwriting Agreement also provides that the Company will indemnify the Underwriters and their respective directors, officers, employees and agents accepted by Cenovus against certain liabilities, claims, actions, complaints, losses, costs, fines, penalties, taxes, interest, damages and expenses.

The Company has granted to the Underwriters the Over-Allotment Option to purchase up to an additional 10,125,000 Common Shares on the same terms and conditions as the Offering, exercisable in whole or in part at any time until 30 days following closing of the Offering to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the price to the public, Underwriters' fee and net proceeds to the Company (before deducting expenses of the Offering) will be $1,727,156,250, $60,450,469, and $1,666,705,781, respectively. This short form prospectus also qualifies the distribution of the Common Shares issuable pursuant to the exercise of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the Underwriters' over-allocation position acquires those Common Shares under this short form prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

The terms of the Offering, including the Offering Price, were determined by negotiation between Cenovus and the Co-Lead Underwriters, on their own behalf and on behalf of the other Underwriters.

The Offering Price for the Offered Shares offered in Canada and in the United States is payable in Canadian dollars only. The Underwriters propose to offer the Offered Shares initially at the Offering Price. After a reasonable effort has been made to sell all of the Offered Shares at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Offered Shares remaining unsold. Any such reduction will not affect the net proceeds received by Cenovus pursuant to the Offering. In the event the offering price of the Offered Shares is reduced, the compensation received by the Underwriters will be decreased by the amount by which the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to Cenovus for the Offered Shares. The Underwriters will inform the Company if the Offering Price is reduced.

Pursuant to policy statements of certain securities regulators, the Underwriters may not, throughout the period of distribution under this short form prospectus, bid for or purchase Common Shares. The foregoing restriction is subject to exceptions, on the condition that the bid or purchase is not engaged in for the purposes of creating actual or apparent active trading in, or raising the price of, the Common Shares. These exceptions include a bid or purchase permitted under the Universal Market Integrity Rules for the Canadian Market of the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market-making activities, a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution and transactions in compliance with U.S. federal securities laws. Under the first-mentioned exception, in connection with the Offering, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price for the Common Shares at levels other than those which might otherwise prevail in the open market. Those transactions, if commenced, may be discontinued at any time.

Subscriptions for Offered Shares will be received by the Underwriters subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that closing of the Offering will take place on March 3, 2015 or such other date as may be agreed upon by the Underwriters and Cenovus.

It is expected that the Company will arrange for the instant deposit of the Offered Shares distributed under this short form prospectus under the book-based system of registration, to be registered to CDS and deposited with CDS on the Closing Date. No certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares. Purchasers of Offered Shares will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Offered Shares is purchased.

Neither Cenovus nor the Underwriters will assume any liability for: (a) any aspect of the records relating to the beneficial ownership of the Offered Shares held by CDS or the payments relating thereto; (b) maintaining, supervising or reviewing any records relating to the Common Shares; or (c) any advice or representation made by or with respect to CDS and those contained in this short form prospectus and relating to the rules governing CDS or any action to be taken by CDS or at the direction of its CDS participants. The rules governing CDS provide that it acts as the agent and depository for the CDS participants. As a result, CDS participants must look solely to CDS and persons, other than CDS participants, having an interest in the Offered Shares must look solely to CDS participants for payments made by or on behalf of Cenovus to CDS in respect of the Common Shares.

It is expected that delivery of the Offered Shares will be made against payment therefor on or about the Closing Date specified on the cover page of this short form prospectus, which will not be three business days following the date of the final short form prospectus (this settlement cycle being referred to as "T+3"). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market are generally required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Offered Shares prior to the Closing Date will be required, by virtue of the fact that the Offered Shares will not settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Offered Shares who wish to trade their Offered Shares prior to the Closing Date should consult their own advisors.

Cenovus has agreed with the Underwriters that, subject to certain exceptions, it will not, among other things, directly or indirectly, offer, sell or issue for sale or resale, as the case may be, or publicly announce the issue or sale or intended issue or sale of any Common Shares, or financial instruments or securities convertible or exchangeable into Common Shares, or publicly announce its intention to do so or file a prospectus or registration statement in respect thereof, for a period of 90 days after the Closing Date without the prior written consent of the Co-Lead Underwriters, which consent may not be unreasonably withheld or delayed.

The Offered Shares will be offered in Canada and the United States through the Underwriters either directly or, if applicable, through their respective Canadian or U.S. registered broker-dealer affiliates.

In connection with the sale of the Offered Shares, the Underwriters may receive compensation from us or from purchasers of the Offered Shares for whom they may act as agents in the form of concessions or commissions. Underwriters, dealers and agents that participate in the distribution of the Offered Shares may be deemed to be underwriters and any commissions received by them from us and any profit on the resale of Offered Shares by them may be deemed to be underwriting commissions under the 1933 Act.

The TSX has conditionally approved the listing of the Offered Shares distributed under this short form prospectus on the TSX. Listing will be subject to Cenovus fulfilling all of the listing requirements of the TSX on or before May 18, 2015. In addition, the NYSE has authorized, upon official notice of issuance, the listing of the Offered Shares on the NYSE.

Notice to Prospective Investors in the European Economic Area

This short form prospectus has been prepared on the basis that any offer of Offered Shares in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Offered Shares. Accordingly any person making or intending to make an offer in a Member State of Offered Shares which are the subject of the offering contemplated in this short form prospectus may only do so (i) in circumstances in which no obligation arises for us or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the Underwriters have authorised, nor do we or they authorise, the making of any offer of Offered Shares in circumstances in which an obligation arises for us or the Underwriters to publish a prospectus for such offer. Neither we nor the Underwriters have authorised, nor do we or they authorise, the making of any offer of Offered Shares through any financial intermediary, other than offers made by the Underwriters, which constitute the final placement of the Offered Shares contemplated in this short form prospectus.

In relation to each Member State of the European Economic Area, each Underwriter has represented and agreed, and each further Underwriter appointed under the Offering will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive was implemented in that Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of any Offered Shares which are the subject of the offering contemplated by this short form prospectus to the public in that Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Offered Shares to the public in that Member State:

(a): to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b): to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of RBC Dominion Securities Inc. or TD Securities Inc. for any such offer; or
(c): in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Offered Shares shall result in a requirement for the publication by us or any Underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of Common Shares to the public" in relation to any Offered Shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Shares to be offered so as to enable an investor to decide to purchase or subscribe to the Offered Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in the Member State.

Each subscriber for the Offered Shares located within a Member State will be deemed to have represented, acknowledged and agreed that it is a qualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive.

Notice to Prospective Investors in the United Kingdom

This document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

Each Underwriter has represented and agreed, and each further Underwriter appointed under the Offering will be required to represent and agree, that:

(a): it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (United Kingdom), as amended (the "FSMA")) received by it in connection with the issue or sale of the Offered Shares in circumstances in which Section 21(1) of the FSMA does not apply to Cenovus; and
(b): it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Shares in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in France

Neither this short form prospectus nor any other offering material relating to the Offered Shares has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The Offered Shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this short form prospectus nor any other offering material relating to the Offered Shares has been or will be:

(a): released, issued, distributed or caused to be released, issued or distributed to the public in France; or
(b): used in connection with any offer for subscription or sale of the Offered Shares to the public in France.

Such offers, sales and distributions will be made in France only:

(a): to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d'investisseurs), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;
(b): to investment services providers authorized to engage in portfolio management on behalf of third parties; or
(c): in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l'épargne).

The Offered Shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Notice to Prospective Investors in Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) of Australia ("Corporations Act")) in relation to the Offered Shares has been or will be lodged with the Australian Securities & Investments Commission ("ASIC"). This document has not been lodged with ASIC and is only directed to certain categories of exempt persons. Accordingly, if you receive this document in Australia:

(a)

you confirm and warrant that you are either:

(i): a "sophisticated investor" under section 708(8)(a) or (b) of the Corporations Act;
(ii): a "sophisticated investor" under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant's certificate to us which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;
(iii): a person associated with the Company under section 708(12) of the Corporations Act; or
(iv): a "professional investor" within the meaning of section 708(11)(a) or (b) of the Corporations Act, and to the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act any offer made to you under this document is void and incapable of acceptance; and

(b)

you warrant and agree that you will not offer any of the Offered Shares for resale in Australia within 12 months of those Offered Shares being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.

Notice to Prospective Investors in Hong Kong

The Offered Shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the Offered Shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Offered Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Singapore

This short form prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this short form prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Offered Shares may not be circulated or distributed, nor may the Offered Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in

Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the Offered Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a): a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b): a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Offered Shares pursuant to an offer made under Section 275 of the SFA except:

(a): to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;
(b): where no consideration is or will be given for the transfer; or
(c): where the transfer is by operation of law.

RELATIONSHIP BETWEEN THE COMPANY AND CERTAIN UNDERWRITERS

Under applicable securities legislation in certain provinces and territories of Canada, Cenovus may be considered to be a connected issuer of each of RBC Dominion Securities Inc., TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., Barclays Capital Canada Inc., J.P. Morgan Securities Canada Inc., Merrill Lynch Canada Inc., Credit Suisse Securities (Canada), Inc., Morgan Stanley Canada Limited, BNP Paribas (Canada) Securities Inc. and Desjardins Securities Inc. as each is, directly or indirectly, a wholly-owned or majority-owned subsidiary of a Canadian chartered bank or financial institution which has extended credit facilities to Cenovus upon which Cenovus may draw from time to time (collectively, the "banks") and of AltaCorp Capital Inc., as ATB Financial is a minority shareholder thereof. ATB Financial is an affiliate of Alberta Treasury Branches, which is a provincially regulated financial institution that is a member of the lending syndicate in respect of such credit facilities (collectively with the banks, the "lenders"). Cenovus reserves capacity under its syndicated revolving credit facility for amounts of commercial paper outstanding under its commercial paper program. At January 31, 2015, Cenovus had $272 million of commercial paper outstanding, $60 million of letters of credit issued against its credit facilities and no amounts were drawn under any of its credit facilities. These credit facilities are unsecured and Cenovus is in compliance with all terms of the agreements governing the credit facilities and none of the lenders has waived a breach of such agreements since their respective execution. The financial position of Cenovus has not changed substantially since the most recent amendments to the credit facilities. None of the lenders were involved in the decision to offer the Offered Shares and none will be involved in the determination of the terms of the distribution of the Offered Shares. The terms of the Offering, including the Offering Price, were determined by negotiation between Cenovus and the Co-Lead Underwriters, on their own behalf and on behalf of the other Underwriters. As a consequence of the sale of the Offered Shares under this short form prospectus, each of the participating Underwriters will receive a commission on the principal amount of any Offered Shares sold through such Underwriters and the lenders may receive a portion of the proceeds from us as a repayment of any indebtedness outstanding to them.

ELIGIBILITY FOR INVESTMENT

In the opinion of Bennett Jones LLP, Canadian counsel to Cenovus, and Norton Rose Fulbright Canada LLP, Canadian counsel to the Underwriters, the Offered Shares would, if issued on the date hereof, be qualified investments as of the date hereof under the Income Tax Act (Canada) and the regulations thereunder (collectively, the "Tax Act"), as in effect on the date hereof, for a trust governed by a registered retirement savings plan (an "RRSP"), a registered retirement income fund (an "RRIF"), a registered education savings plan, a deferred profit sharing plan, a tax-free savings account (a "TFSA") or a registered disability savings plan (collectively, "Deferred Plans").

Notwithstanding that the Offered Shares may be qualified investments for a trust governed by an RRSP, RRIF or TFSA, the annuitant or holder of an RRSP, RRIF or TFSA that holds the Offered Shares will be subject to a penalty tax under the Tax Act if the Offered Shares constitute a "prohibited investment" (as defined in the Tax Act) for the trust. The Offered Shares will generally not be a "prohibited investment" for a trust governed by a RRSP, RRIF or TFSA provided the annuitant or holder of such RRSP, RRIF or TFSA, as the case may be, deals at arm's length with Cenovus for purposes of the Tax Act and does not have a "significant interest" (as defined in the Tax Act) in Cenovus.

Prospective investors who intend to hold the Offered Shares in Deferred Plans should consult their own tax advisors as to whether the Offered Shares will be a prohibited investment in their particular circumstances.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the principal Canadian federal income tax considerations generally applicable to a purchaser who acquires as beneficial owner Offered Shares pursuant to this Offering and who, at all relevant times, for purposes of the Tax Act: (1) deals at arm's length with Cenovus and the Underwriters; (2) is not affiliated with Cenovus; (3) holds the Offered Shares as capital property; and (4) has not entered into, and will not enter into, with respect to their Offered Shares, a "derivative forward agreement" as that term is defined in the Tax Act (a "Holder"). Generally, the Offered Shares will be considered to be capital property to a Holder provided the Holder does not hold the Offered Shares in the course of carrying on a business and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. This summary assumes that the Offered Shares will be listed on a "designated stock exchange" within the meaning of the Tax Act (which currently includes the TSX) at all relevant times.

This summary is based on the current provisions of the Tax Act, and an understanding of the current administrative policies and assessing practices of the Canada Revenue Agency published in writing by it and publicly available prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.

This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular purchaser of Offered Shares. This summary is not exhaustive of all Canadian federal income tax considerations. No representations are made with respect to the income tax consequences applicable to any particular Holder. Consequently, prospective purchasers should consult their own tax advisors with respect to their particular circumstances for advice with respect to the tax consequences to them of acquiring, holding and disposing of the Offered Shares, including the application and effect of the income and other tax laws of any country, province, territory, state or local tax authority.

Holders Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act, is, or is deemed to be resident in Canada (a "Resident Holder"). This portion of the summary is not applicable to a Resident Holder: (i) that is a "specified financial institution", (ii) an interest which would be a "tax shelter investment", (iii) that is, for purposes of certain rules (referred to as the mark-to-market rules) applicable to securities held by financial institutions, a "financial institution", (iv) that reports its "Canadian tax results" in a currency other than Canadian currency, (v) that is a partnership, or (vi) that is exempt from tax under Part I of the Tax Act, each within the meaning of the Tax Act. Such purchasers should consult their own tax advisors.

Dividends

A Resident Holder will be required to include in computing its income for a taxation year any dividends received or deemed to be received on the Offered Shares. In the case of a Resident Holder that is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit applicable to any dividends designated by Cenovus as an eligible dividend in accordance with the provisions of the Tax Act. Cenovus has, by notice on its website, indicated that all dividends paid on its common shares will be designated as eligible dividends until a notification of change is posted on the website. Dividends received by a

Resident Holder who is an individual (other than certain trusts) may give rise to a liability for alternative minimum tax under the Tax Act.

A dividend received or deemed to be received on an Offered Share by a Resident Holder that is a corporation will be included in computing the Resident Holder's income and will generally be deductible in computing the Resident Holder's taxable income. A Resident Holder that is "private corporation", as defined in the Tax Act, or any other corporation controlled, whether because of a beneficial interest in one or more trusts or otherwise, by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts), will generally be liable to pay a refundable tax of 33¹/3% under Part IV of the Tax Act on dividends received or deemed to be received on the Offered Shares to the extent such dividends are deductible in computing the Resident Holder's taxable income for the taxation year.

Dispositions

Generally, on a disposition or deemed disposition of an Offered Share (other than to Cenovus that is not a sale in the open market in the manner in which shares would normally be purchased by a member of the public in the open market), a Resident Holder will realize a capital gain (or capital loss) equal to the amount, if any, by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the Offered Share immediately before the disposition or deemed disposition.

The adjusted cost base to the Resident Holder of an Offered Share acquired pursuant to this Offering will be determined by averaging the cost of such Offered Share with the adjusted cost base of all other Common Shares (including the Offered Shares) owned by the Resident Holder as capital property at that time.

Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a "taxable capital gain") realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an "allowable capital loss") realized in a taxation year from taxable capital gains realized by the Resident Holder in the year and allowable capital losses in excess of taxable capital gains for the year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition or deemed disposition of an Offered Share may be reduced by the amount of any dividends received (or deemed to be received) by such Resident Holder on such Offered Share (or any share which was converted into such share) to the extent and under the circumstances prescribed by the Tax Act. Similar rules may apply where an Offered Share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Such Holders should consult their own advisors.

Capital gains realized by an individual may give rise to a liability for alternative minimum tax under the Tax Act. Taxable capital gains of a "Canadian-controlled private corporation", as defined in the Tax Act, may be subject to an additional refundable tax at a rate of 6²/3%.

Holders Not Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act: (i) is not, and is not deemed to be, resident in Canada; and (ii) does not use or hold the Offered Shares in connection with carrying on a business in Canada (a "Non-Resident Holder"). This summary does not apply to a Non-Resident Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere and such holders should consult their own tax advisors.

Dividends

Dividends paid or credited or deemed under the Tax Act to be paid or credited by Cenovus to a Non-Resident Holder on the Offered Shares will generally be subject to Canadian non-resident withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident. For example, where the Non-Resident Holder is a resident of the United States, is fully entitled to the benefits under the Canada-United States Income Tax Convention (1980) and is the beneficial owner of the dividends, the applicable rate of Canadian withholding tax is generally reduced to 15%. Non-Resident Holders who may be eligible for a reduced rate of withholding tax on dividends pursuant to any applicable income tax treaty or convention should consult with their own tax advisors with respect to taking all appropriate steps in this regard.

Dispositions

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of an Offered Share unless the Offered Share is or is deemed to be "taxable Canadian property" of the Non-Resident Holder for the purposes of the Tax Act and the Non-Resident Holder is not entitled to an exemption under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident.

Generally, provided that the Offered Shares are listed on a "designated stock exchange" for purposes of the Tax Act (which currently includes the TSX and the NYSE), the Offered Shares will not be taxable Canadian property to a Non-Resident Holder unless, at any time during the 60-month period that ends at the time of the disposition or deemed disposition of the Offered Shares: (i) the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm's length (within the meaning of the Tax Act), partnerships in which the Non-Resident Holder or a person with whom the Non-Resident Holder did not deal at arm's length held a membership interest directly or indirectly through one or more partnerships, or any combination thereof, owned 25% or more of the issued shares of any class or series of the capital stock of Cenovus; and (ii) more than 50% of the fair market value of the Offered Shares was derived directly or indirectly from one or any combination of (a) real or immovable property situated in Canada, (b) "Canadian resource properties" (as defined in the Tax Act), (c) "timber resource properties" (as defined in the Tax Act), or (d) options in respect of, or interests in, or, for civil law, rights in, any of the foregoing property, whether or not the property exists. Based on the current properties of Cenovus, it is anticipated that the second criteria will be satisfied in respect of the Offered Shares. Notwithstanding the foregoing, an Offered Share may be deemed to be taxable Canadian property to a Non-Resident Holder in circumstances specified in the Tax Act. Non-Resident Holders whose Offered Shares may constitute taxable Canadian property should consult their own tax advisors.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. RESIDENTS

The following discussion describes certain material U.S. federal income tax considerations to U.S. Holders (defined below) under present United States federal income tax laws of an investment in the Common Shares. This discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), U.S. Treasury regulations promulgated under the Code, court decisions, and published positions of the Internal Revenue Service ("IRS"), all as in effect on the date of this short form prospectus and all of which are subject to change or differing interpretations, possibly with retroactive effect, that could affect the tax considerations described below. This discussion applies only to investors that hold our Common Shares as "capital assets" within the meaning of Code Section 1221 (i.e., generally, for investment purposes) and that have the U.S. dollar as their functional currency. This discussion does not address any aspect of taxation other than income taxation or state, local or non-U.S. taxation.

The following discussion does not deal with the tax considerations to any particular investor or to persons in special tax situations such as:

•: banks;
•: certain financial institutions;
•: insurance companies;
•: broker dealers;
•: U.S. expatriates and former long-term residents of the United States;
•: traders in securities that elect the mark-to-market method of accounting for their securities;
•: tax-exempt entities;
•: partnerships or other pass-through entities and any owners thereof;
•: regulated investment companies;
•: real estate investment trusts;
•: U.S. Holders whose functional currency is not the U.S. dollar;
•: persons liable for alternative minimum tax;
•: persons holding a Common Share as part of a straddle, hedging, conversion or integrated transaction; or
•: persons that actually or constructively own 10% or more of our voting stock.

PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE STATE, LOCAL AND NON-U.S. TAX CONSIDERATIONS TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF COMMON SHARES.

The discussion below of the U.S. federal income tax considerations to "U.S. Holders" of Common Shares will apply to you if you are a beneficial owner of our Common Shares and you are, for U.S. federal income tax purposes:

•: an individual U.S. citizen or resident alien;
•: a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is organized in or under the laws of the United States, any State thereof or the District of Columbia;
•: an estate whose income is subject to U.S. federal income taxation regardless of its source; or
•: a trust that (1) is subject to the supervision of a court within the United States and the control of one or more U.S. persons; or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If you are a partner in a partnership or other entity treated as a partnership that holds our Common Shares, your tax treatment will depend on your status and the activities of the partnership. U.S. Holders of our Common Shares that are partnerships and partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax considerations of holding our Common Shares.

Taxation of Dividends and Other Distributions on the Common Shares

Subject to the passive foreign investment company ("PFIC") rules discussed below, the gross amount of a distribution paid to you with respect to the Common Shares (including amounts withheld to pay Canadian withholding taxes) will be included in your gross income as dividend income to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). The dividends will not be eligible for the dividends-received deduction allowed to corporations. With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends may constitute "qualified dividend income" and, thus, may be taxed at the lower applicable capital gains rate, provided that (1) we are eligible for the benefits of the United States-Canada income tax treaty or the Common Shares, with respect to which dividends are paid, are considered readily tradable on an established securities market in the United States; (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend is paid or the preceding taxable year; and (3) certain holding period requirements are met. We expect to be eligible for the benefits of the United States-Canada income tax treaty. Further, U.S. Treasury guidance indicates that our Common Shares currently are considered readily tradable on an established securities market for this purpose; however, there can be no assurance that our Common Shares will be considered readily tradable on an established securities market in future years. However, if we are a PFIC, dividends paid to non-corporate U.S. Holders generally will not be eligible for the preferential tax rates applicable to qualified dividend income.

To the extent that the amount of a distribution exceeds our current and accumulated earnings and profits, it will be treated first as a tax-free return of your tax basis in your Common Shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not currently intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, you should expect that a distribution will be treated as a dividend.

Taxation of Disposition of Common Shares

Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a Common Share equal to the difference between the amount realized for the Common Share and your adjusted tax basis in the Common Share. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, that has held the Common Share for more than one year, you are currently eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will be treated as U.S. source gain or loss for foreign tax credit limitation purposes.

Passive Foreign Investment Company

Based on our current operations, we believe we were not a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for our taxable year ended December 31, 2014, and we do not expect to be a PFIC for U.S. federal income tax purposes for our current taxable year ending December 31, 2015 or for subsequent taxable years. Our expectation for our current and subsequent taxable years is based on, among other things, our

estimates of the current and anticipated value of our assets as determined, in part, on the expected price of our Common Shares following the Offering. Our actual PFIC status for any taxable year will not be determinable until the close of the taxable year, and, accordingly, there is no guarantee that we will not be a PFIC for the current taxable year or any future taxable year. A non-U.S. corporation is considered to be a PFIC for any taxable year if either:

•: at least 75% of its gross income is passive income (e.g., dividends, interest and gains from the sale or exchange of investment property and certain rents and royalties); or
•: at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income.

For the purposes of the PFIC tests described above, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.

The determination as to whether we are a PFIC is made each year and this determination is highly fact intensive. As a result, our PFIC status may change. In particular, our PFIC status will be determined, in part, on the market price of our Common Shares, which is likely to fluctuate after the Offering. If we are a PFIC for any taxable year during which you hold our Common Shares, we will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold our Common Shares. In addition, for the purposes of the PFIC rules, you will be deemed to own your proportionate shares of any of our subsidiaries that are treated as PFICs.

If we are a PFIC for any taxable year during which you hold Common Shares, you will be subject to adverse tax rules with respect to any "excess distribution" that you receive and any gain you realize from a sale, exchange or other disposition (including certain pledges) of the Common Shares, unless you make a "mark-to-market" election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the Common Shares will be treated as an excess distribution. Under these special tax rules:

•: the excess distribution or gain will be allocated ratably over your holding period in the Common Shares;
•: the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we became a PFIC, will be treated as ordinary income; and
•: the amount allocated to each of the other taxable years will be subject to the highest tax rate on ordinary income in effect for you for that year, and an interest charge applicable to underpayments of tax would be imposed on the resulting tax liability as if that tax liability had been due for each such year.

The tax liability for amounts allocated to years prior to the year of disposition or "excess distribution" cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Common Shares cannot be treated as capital gains, even if you hold the Common Shares as capital assets.

Alternatively, a U.S. Holder of "marketable stock" (as defined below) in a PFIC may make a mark-to-market election for such stock in a PFIC to elect out of the tax treatment discussed in the two preceding paragraphs. If you make a mark-to-market election for your Common Shares, you will include in income each year an amount equal to the excess, if any, of the fair market value of your Common Shares as of the close of your taxable year over your adjusted basis in such Common Shares. You would be allowed a deduction for the excess, if any, of the adjusted basis of the Common Shares over their fair market value as of the close of the taxable year. However, deductions are allowable only to the extent of any net mark-to-market gains on the Common Shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Common Shares, are treated as ordinary income. Ordinary loss treatment also applies to the deductible portion of any mark-to-market loss on the Common Shares, as well as to any loss realized on the actual sale or disposition of the Common Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Common Shares. Your basis in the Common Shares will be adjusted to reflect any such income or loss amounts. The mark-to-market election will be effective for the taxable year for which the election is made and all subsequent taxable years, unless the Common Shares cease to be marketable stock or the IRS consents to the revocation of the election.

The mark-to-market election is available only for "marketable stock", which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (i.e., regularly traded) on a qualified exchange, including the NYSE, or other market, as defined in applicable U.S. Treasury regulations. We expect that the Common Shares will be listed on the NYSE and, consequently, the mark-to-market election would be available to you if we were to be or become a PFIC and if our Common Shares were regularly traded. However, were we to be or become a PFIC, a mark-to-market election may not be available with respect to any subsidiary PFICs that you

would be deemed to own. Accordingly, the "excess distribution" rules, discussed above, may apply with respect to any subsidiary PFICs that you would be deemed to own.

Alternatively, a U.S. Holder of stock in a PFIC may make a "qualified electing fund" election with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder that makes a valid qualified electing fund election with respect to a PFIC will include in gross income for a taxable year such U.S. Holder's pro rata share of the PFIC's earnings and profits for the taxable year. However, the qualified electing fund election is available only if the PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election.

If you hold Common Shares in any year in which we are a PFIC, you may be required to file IRS Form 8621, or any other form specified by the U.S. Treasury Department, for each such year subject to certain exceptions based on the value of PFIC stock held.

You are urged to consult your tax advisor regarding the application of the PFIC rules to an investment in our Common Shares.

Foreign Tax Credit

A U.S. Holder that pays (whether directly or through withholding) Canadian income tax may elect to deduct or credit such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder's U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder's income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a tax year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder's U.S. federal income tax liability that such U.S. Holder's "foreign source" taxable income bears to such U.S. Holder's worldwide taxable income. In applying this limitation, a U.S. Holder's various items of income and deduction must be classified, under complex rules, as either "foreign source" or "U.S. source." Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should be treated as U.S. source for this purpose. In addition, this limitation is calculated separately with respect to specific categories of income with the result that credits generated within a specific category of income may only offset income taxes with respect to foreign source income within that same category of income.

Dividends on our Common Shares will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are qualified dividend income as discussed under " — Taxation of Dividends and Other Distributions on the Common Shares" above, the amount of the dividend taken into account for purposes of calculating the U.S. foreign tax credit limitation will generally be limited to the gross amount of the taxable dividend, multiplied by the reduced tax rate applicable to qualified dividend income and divided by the highest tax rate normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. Dividends distributed by us with respect to Common Shares will generally constitute "passive category income" but could, in the case of certain U.S. Holders, constitute "general category income." The rules governing the foreign tax credit are complex. You are urged to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.

Receipt of Foreign Currency

The U.S. dollar value of any cash distribution in Canadian dollars to a U.S. Holder will be translated into U.S. dollars calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the distribution, regardless of whether the Canadian dollars are converted into U.S. dollars at that time. For U.S. Holders following the accrual method of accounting, the amount realized on a disposition of the Common Shares for an amount in Canadian dollars will be the U.S. dollar value of this amount on the date of disposition. On the settlement date, such U.S. Holder will recognize U.S.-source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the U.S. dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date. However, in the case of Common Shares traded on an established securities market that are sold by a cash method U.S. Holder (or an accrual method U.S. Holder that so elects), the amount realized will be based on the exchange rate in effect on the settlement date for the disposition, and no exchange gain or loss will be recognized at that time. A U.S. Holder will generally have a basis in the Canadian dollars equal to their U.S. dollar value on the date of receipt of such distribution, on the date of disposition, or, in the case of cash method U.S. Holders (and accrual method U.S. Holders that so elect), on the date of settlement. Any U.S. Holder that receives payment in Canadian dollars and converts or disposes of the Canadian dollars after the date of receipt may have a foreign currency exchange

gain or loss that would be treated as ordinary income or loss and that generally will be U.S. source income or loss for foreign tax credit purposes. You are urged to consult your own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of Canadian dollars.

Additional Tax on Investment Income

Certain non-corporate U.S. Holders whose income exceeds certain thresholds is subject to a 3.8% tax on the lesser of (A) the U.S. Holder's "net investment income" for the relevant taxable year, and (B) the excess of the U.S. Holder's modified adjusted gross income for the taxable year over a certain threshold. Net investment income includes, among other things, dividends and net gain from disposition of property (other than property held in a trade or business). U.S. Holders are urged to consult their own tax advisors regarding the additional tax on investment income.

Information Reporting and Backup Withholding

Dividend payments with respect to our Common Shares and proceeds from the sale, exchange or redemption of our Common Shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status must provide such certification on IRS Form W-9. You should consult your tax advisor regarding the application of the information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and timely furnishing any required information.

U.S. return disclosure obligations (and related penalties for failure to disclose) apply to certain U.S. individuals who hold specified foreign financial assets if the total value of all such assets is more than US$50,000 on the last day of the tax year or more than US$75,000 at any time during the tax year. The definition of specified foreign financial assets may include our Common Shares. You should consult your own tax advisor regarding the application of these disclosure obligations.

RISK FACTORS

In addition to the risk factors set forth below, additional risk factors relating to our business are discussed in the AIF, the 2014 MD&A and certain other documents, incorporated by reference or deemed to be incorporated by reference herein, which risk factors are incorporated by reference herein. Prospective purchasers of the Offered Shares should consider carefully the risk factors set forth below, as well as the other information contained in and incorporated by reference in this short form prospectus before purchasing the Offered Shares offered hereby. If any event arising from these risks occurs, our business, prospects, financial condition, results of operations or cash flows, or your investment in the Offered Shares could be materially adversely affected.

Future Issuances of Securities

Cenovus may issue additional Common Shares, Preferred Shares or securities convertible into Common Shares, which may dilute existing shareholders. Shareholders will have no pre-emptive rights in connection with any such further issuances. The Board has the discretion to determine the designation, rights, privileges, restrictions, and conditions attached to any series of Preferred Shares and the price and terms for any further issuances of Common Shares.

Use of Proceeds

The Company currently intends to allocate the net proceeds received from the Offering as described under "Use of Proceeds" in this short form prospectus. However, management will have discretion in the actual application of the net proceeds, and may elect to allocate proceeds differently from that described in "Use of Proceeds" if it is believed it would be in the best interests of the Company to do so as circumstances change. The failure by management to apply these funds effectively could have a material adverse effect on the business of the Company.

AGENT FOR SERVICE OF PROCESS

Mr. Ralph S. Cunningham and Mr. Charles M. Rampacek are directors of Cenovus who reside outside of Canada. Each of these directors has appointed Cenovus, 2600, 500 Centre Street S.E., Calgary, Alberta, Canada T2G 1A6, as their agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process.

AUDITOR

Our auditor is PricewaterhouseCoopers LLP, Chartered Accountants, who has prepared an independent auditor's report dated February 11, 2015 in respect of our audited annual consolidated financial statements for the year ended December 31, 2014, comprising our consolidated balance sheets as at December 31, 2014 and December 31, 2013 and the consolidated statements of earnings and comprehensive income, shareholders' equity and cash flows for the years ended December 31, 2014, 2013 and 2012 and the related notes. PricewaterhouseCoopers LLP has advised that they are independent with respect to us within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Alberta.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Computershare Trust Company of Canada at its principal offices in Calgary, Alberta and Toronto, Ontario.

LEGAL MATTERS

Certain legal matters relating to Canadian law with respect to the Offering will be passed upon on our behalf by Bennett Jones LLP and by Norton Rose Fulbright Canada LLP on behalf of the Underwriters. Certain legal matters relating to United States law with respect to the Offering will be passed upon on our behalf by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The Underwriters will be represented by Shearman & Sterling LLP with respect to certain matters of United States law. As at the date of this short form prospectus, the partners and associates of Bennett Jones LLP and Norton Rose Fulbright Canada LLP, in each case, as a group beneficially own, directly or indirectly, less than 1% of any class of our securities.

EXPERTS

Information relating to our reserves and resources in our AIF was prepared by GLJ Petroleum Consultants Ltd. and McDaniel & Associates Consultants Ltd. as independent qualified reserves evaluators. The designated professionals, as such term is defined under applicable securities legislation, of each of GLJ Petroleum Consultants Ltd. and McDaniel & Associates Consultants Ltd., in each case, as a group beneficially own, directly or indirectly, less than 1% of any class of our securities.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been or will be filed with the SEC as part of the registration statement of which this short form prospectus is a part insofar as required by the SEC's Form F-10:

•: the underwriting agreement among Cenovus Energy Inc. and the underwriters named therein;
•: the documents listed in the second paragraph under "Documents Incorporated by Reference" in this short form prospectus;
•: our supplementary information — oil and gas activities (unaudited) for the fiscal year ended December 31, 2014;
•: the consent of our auditor, PricewaterhouseCoopers LLP;
•: the consent of our Canadian counsel, Bennett Jones LLP;
•: the consents of our independent qualified reserves evaluators, GLJ Petroleum Consultants Ltd. and McDaniel & Associates Consultants Ltd.; and
•: powers of attorney from our directors and officers.

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS

Indemnification of Directors and Officers

Under Section 124 of the Canada Business Corporations Act (the "CBCA"), Cenovus Energy Inc. ("Cenovus") may indemnify a present or former director or officer of Cenovus or another individual who acts or acted at Cenovus' request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with Cenovus or other entity. Cenovus may not indemnify an individual unless the individual acted honestly and in good faith with a view to the best interests of Cenovus, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at Cenovus' request and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful. The indemnification may be made in connection with a derivative action only with court approval. The aforementioned individuals are entitled to indemnification from Cenovus as a matter of right if they were not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done. Cenovus may advance moneys to a director, officer or other individual for the costs, charges and expenses of an aforementioned proceeding; however, the individual shall repay the moneys if the individual does not fulfill the conditions set out above.

The by-laws of Cenovus provide that, subject to the limitations contained in the CBCA, but without limit to the right of Cenovus to indemnify any person under the CBCA or otherwise, Cenovus shall indemnify a director or officer of Cenovus, a former director or officer of Cenovus or another individual who acts or acted at Cenovus' request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with Cenovus or other entity, if the individual acted honestly and in good faith with a view to the best interests of Cenovus, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at Cenovus' request, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.

The by-laws of Cenovus provide that Cenovus may, subject to the limitations contained in the CBCA, purchase, maintain, or participate in insurance for the benefit of a director or officer of Cenovus, a former director or officer of Cenovus, or another individual who acts or acted at Cenovus' request as a director or officer, or an individual acting in a similar capacity, of another entity, as the Board may from time to time determine.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers or persons controlling Cenovus pursuant to the foregoing provisions, Cenovus has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

II-1

FORM F-10

EXHIBITS OF CENOVUS ENERGY INC.

EXHIBIT NUMBER		DESCRIPTION

3.1		Underwriting Agreement among Cenovus Energy Inc. and the underwriters named therein.
4.1		Management Proxy Circular of Cenovus Energy Inc., dated March 7, 2014, relating to the annual meeting of shareholders of Cenovus Energy Inc. held on April 30, 2014 (incorporated by reference to Cenovus Energy Inc.'s Form 6-K filed with the Securities and Exchange Commission on March 27, 2014) (File No. 1-34513).
4.2		Annual Information Form of Cenovus Energy Inc. dated February 12, 2015 for the year ended December 31, 2014 (incorporated by reference to the Form 40-F of Cenovus Energy Inc. filed with the Securities and Exchange Commission on February 13, 2015) (File No. 1-34513).
4.3		Audited Consolidated Financial Statements of Cenovus Energy Inc. as at and for the years ended December 31, 2014 and December 31, 2013, and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, together with the notes thereto and the report of the auditors thereon (incorporated by reference to the Form 40-F of Cenovus Energy Inc. filed with the Securities and Exchange Commission on February 13, 2015) (File No. 1-34513).
4.4		Management's Discussion and Analysis of Cenovus Energy Inc. as at and for the year ended December 31, 2014 (incorporated by reference to the Form 40-F of Cenovus Energy Inc. filed with the Securities and Exchange Commission on February 13, 2015) (File No. 1-34513).
4.5*		The template version of the term sheet dated February 17, 2015.
4.6		Supplementary Information — Oil and Gas Activities (unaudited) for the fiscal year ended December 31, 2014 (incorporated by reference to the Form 40-F of Cenovus Energy Inc. filed with the Securities and Exchange Commission on February 13, 2015) (File No. 1-34513).
5.1		Consent of PricewaterhouseCoopers LLP.
5.2*		Consent of Bennett Jones LLP.
5.3*		Consent of GLJ Petroleum Consultants Ltd.
5.4*		Consent of McDaniel & Associates Consultants Ltd.
6.1*		Powers of Attorney (included in Part III of the initial Registration Statement).

*: Previously filed.

II-2

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process

Concurrent with the initial filing of this Registration Statement on Form F-10, the Registrant filed with the Commission a written irrevocable consent and power of attorney on Form F-X.

Any change to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of this Registration Statement.

III-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Canada, on February 24, 2015.


CENOVUS ENERGY INC.
By:	/s/ BRIAN C. FERGUSON
	Name:	Brian C. Ferguson
	Title:	President & Chief Executive Officer
By:	/s/ IVOR M. RUSTE
	Name:	Ivor M. Ruste
	Title:	Executive Vice-President & Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date


/s/ BRIAN C. FERGUSON Brian C. Ferguson	President & Chief Executive Officer and Director (Principal Executive Officer)	February 24, 2015
/s/ IVOR M. RUSTE Ivor M. Ruste	Executive Vice-President & Chief Financial Officer (Principal Financial and Accounting Officer)	February 24, 2015
* Michael A. Grandin	Chair of the Board of Directors	February 24, 2015
* Ralph S. Cunningham	Director	February 24, 2015
* Patrick D. Daniel	Director	February 24, 2015
* Ian W. Delaney	Director	February 24, 2015

III-2

Signature	Capacity	Date


* Valerie A.A. Nielsen	Director	February 24, 2015
* Charles M. Rampacek	Director	February 24, 2015
* Colin Taylor	Director	February 24, 2015
* Wayne G. Thomson	Director	February 24, 2015


*By:		/s/ KERRY D. DYTE Kerry D. Dyte Attorney- in- fact

III-3

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the Authorized Representative has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, solely in its capacity as the duly authorized representative of Cenovus Energy Inc. in the United States, on February 24, 2015.

III-4

INDEX OF EXHIBITS OF CENOVUS ENERGY INC.
to
FORM F-10

EXHIBIT NUMBER		DESCRIPTION

3.1		Underwriting Agreement among Cenovus Energy Inc. and the underwriters named therein.
4.1		Management Proxy Circular of Cenovus Energy Inc., dated March 7, 2014, relating to the annual meeting of shareholders of Cenovus Energy Inc. held on April 30, 2014 (incorporated by reference to Cenovus Energy Inc.'s Form 6-K filed with the Securities and Exchange Commission on March 27, 2014) (File No. 1-34513).
4.2		Annual Information Form of Cenovus Energy Inc. dated February 12, 2015 for the year ended December 31, 2014 (incorporated by reference to the Form 40-F of Cenovus Energy Inc. filed with the Securities and Exchange Commission on February 13, 2015) (File No. 1-34513).
4.3		Audited Consolidated Financial Statements of Cenovus Energy Inc. as at and for the years ended December 31, 2014 and December 31, 2013, and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, together with the notes thereto and the report of the auditors thereon (incorporated by reference to the Form 40-F of Cenovus Energy Inc. filed with the Securities and Exchange Commission on February 13, 2015) (File No. 1-34513).
4.4		Management's Discussion and Analysis of Cenovus Energy Inc. as at and for the year ended December 31, 2014 (incorporated by reference to the Form 40-F of Cenovus Energy Inc. filed with the Securities and Exchange Commission on February 13, 2015) (File No. 1-34513).
4.5*		The template version of the term sheet dated February 17, 2015.
4.6		Supplementary Information — Oil and Gas Activities (unaudited) for the fiscal year ended December 31, 2014 (incorporated by reference to the Form 40-F of Cenovus Energy Inc. filed with the Securities and Exchange Commission on February 13, 2015) (File No. 1-34513).
5.1		Consent of PricewaterhouseCoopers LLP.
5.2*		Consent of Bennett Jones LLP.
5.3*		Consent of GLJ Petroleum Consultants Ltd.
5.4*		Consent of McDaniel & Associates Consultants Ltd.
6.1*		Powers of Attorney (included in Part III of the initial Registration Statement).

*: Previously filed.

III-5

QuickLinks

PART I INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
TABLE OF CONTENTS
GENERAL
FORWARD-LOOKING INFORMATION
NOTE RELATING TO RESERVES AND RESOURCES DISCLOSURE
ENFORCEABILITY OF CIVIL LIABILITIES
EXCHANGE RATE INFORMATION
DOCUMENTS INCORPORATED BY REFERENCE
MARKETING MATERIALS
WHERE YOU CAN FIND MORE INFORMATION
CENOVUS ENERGY INC.
DESCRIPTION OF CAPITAL STRUCTURE
CONSOLIDATED CAPITALIZATION
TRADING PRICE AND VOLUME
PRIOR SALES
USE OF PROCEEDS
PLAN OF DISTRIBUTION
RELATIONSHIP BETWEEN THE COMPANY AND CERTAIN UNDERWRITERS
ELIGIBILITY FOR INVESTMENT
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. RESIDENTS
RISK FACTORS
AGENT FOR SERVICE OF PROCESS
AUDITOR
TRANSFER AGENT AND REGISTRAR
LEGAL MATTERS
EXPERTS
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
PART II INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
FORM F-10 EXHIBITS OF CENOVUS ENERGY INC.
PART III UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

Item 2. Consent to Service of Process

SIGNATURES
AUTHORIZED REPRESENTATIVE
INDEX OF EXHIBITS OF CENOVUS ENERGY INC. to FORM F-10
EX-3.1 2 a2223164zex-3_1.htm EX-3.1
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Exhibit 3.1

Amended and Restated Underwriting Agreement

Effective February 17, 2015
as amended and restated on
February 18, 2015

Cenovus Energy Inc.
2600, 500 Centre Street SE
Calgary, Alberta
T2G 1A6


Attention:		Ivor M. Ruste
		Executive Vice-President & Chief Financial Officer

RBC Dominion Securities Inc. and TD Securities Inc., as co-lead underwriters (the "Co-Lead Underwriters"), BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., Barclays Capital Canada Inc., J.P. Morgan Securities Canada Inc., Merrill Lynch Canada Inc., Credit Suisse Securities (Canada), Inc., Morgan Stanley Canada Limited, AltaCorp Capital Inc., BNP Paribas (Canada) Securities Inc., Desjardins Securities Inc., Cormark Securities Inc., FirstEnergy Capital Corp., Macquarie Capital Markets Canada Ltd., National Bank Financial Inc., Peters & Co. Limited, Raymond James Ltd., and UBS Securities Canada Inc. (together with the Co-Lead Underwriters, the "Underwriters") understand that Cenovus Energy Inc. (the "Corporation") proposes to issue and sell 67,500,000 Common Shares (as hereinafter defined) (the "Firm Shares"). Upon and subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly, agree to purchase from the Corporation, in the respective percentages provided for in Article 14 hereof, and by its acceptance hereof the Corporation agrees to sell to the Underwriters, at the Closing Time (as hereinafter defined), all but not less than all of the Firm Shares at a price of $22.25 per Firm Share (the "Offering Price"), being an aggregate purchase price of $1,501,875,000.

Upon and subject to the terms and conditions contained herein, the Corporation hereby grants to the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 10,125,000 Common Shares (the "Option Shares") at a price of $22.25 per Option Share to cover over-allotments, if any, and for market stabilization purposes, if any. The Over-Allotment Option may be exercised at any time and from time to time, in whole or in part, commencing on the Closing Date (as hereinafter defined) and ending on the date that is 30 days following the Closing Date by written notice from the Co-Lead Underwriters on the Underwriters' behalf to the Corporation, setting forth the aggregate number of Option Shares to be purchased. If the Over-Allotment Option is exercised, the number of Option Shares specified in the notice shall be purchased by the Underwriters, severally, but not jointly, in the same proportion as their respective obligations to purchase the Firm Shares as set forth in Article 14 hereof. Option Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the sale of the Firm Shares and for market stabilization purposes, if any, and provided further that the number of Option Shares does not exceed the Underwriters over-allotment position.

In consideration of the Underwriters' agreement to purchase the Firm Shares and to offer them to the public, which agreement will result from the acceptance of this offer by the Corporation, and in consideration of the services rendered and to be rendered by the Underwriters in connection herewith, the Corporation agrees to pay to the Underwriters at the Closing Time a fee (the "Underwriting Fee") equal to 3.5% of the aggregate purchase price for the Firm Shares and the Option Shares purchased by the Underwriters, being an aggregate fee with respect to the Firm Shares of $52,565,625.

The services provided by the Underwriters in connection herewith will not be subject to the goods and services tax provided for in Part IX of the Excise Tax Act (Canada) and any taxable supplies provided will be incidental to the exempt financial services provided.

The agreement resulting from the acceptance of this letter by the Corporation (herein referred to as "this Agreement") shall be subject to the following additional terms and conditions:

Article 1
Definitions

1.1 In this Agreement:

"Amendment No. 1 to the Registration Statement" means an amendment to the Initial Registration Statement, including the Canadian Amended Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, and including the exhibits thereto and the documents incorporated by reference therein and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein;

"Amendment No. 2 to the Registration Statement" means a further amendment to the Initial Registration Statement, including the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, and including the exhibits thereto and the documents incorporated by reference therein and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein;

"Canadian Amended Preliminary Prospectus" means the English and French language versions (unless the context otherwise requires) of the amended and restated preliminary short form prospectus of the Corporation to be dated February 18, 2015 relating to the Distribution of the Offered Shares and, unless the context otherwise requires, includes all documents incorporated therein by reference, including the template version of any marketing materials provided to potential investors in accordance with section 2.4 in connection with the Distribution of the Purchased Shares;

"Canadian Final Prospectus" means the English and French language versions (unless the context otherwise requires) of the final short form prospectus of the Corporation relating to the Distribution of the Offered Shares and, unless the context otherwise requires, includes all documents incorporated therein by reference, including the template version of any marketing materials provided to potential investors in accordance with section 2.4 in connection with the Distribution of the Purchased Shares;

"Canadian Preliminary Prospectus" means the English and French language versions (unless the context otherwise requires) of the preliminary short form prospectus of the Corporation dated February 17, 2015 relating to the Distribution of the Offered Shares and, unless the context otherwise requires, includes all documents incorporated therein by reference;

"Canadian Prospectuses" means, collectively, the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus and any Prospectus Amendment to any of the foregoing;

"Canadian Securities Laws" means all applicable securities laws in each of the Provinces and Territories and all rules, regulations, policy statements, instruments, notices and blanket orders or rulings thereunder;

"Closing Date" means March 3, 2015 or such other date as the Co-Lead Underwriters and the Corporation may agree upon in writing, but in any event not later than March 31, 2015;

"Closing Time" means 6:00 a.m. (Calgary time) on the Closing Date (or, if the context so requires, on the Option Closing Date) or such other time on the Closing Date (or, if the context so requires, on the Option Closing Date) as the Co-Lead Underwriters and the Corporation may agree upon;

"Co-Lead Underwriters" has the meaning specified in the first paragraph of this Agreement;

"Common Shares" means the common shares in the capital of the Corporation;

"comparables" has the meaning given to that term in NI 41-101;

"Corporation" has the meaning specified in the first paragraph of this Agreement;

"Designated Underwriter" means RBC Dominion Securities Inc. as "lead underwriter" within the meaning of NI 41-101;

"Disclosure Package" means, collectively, (i) the U.S. Amended Preliminary Prospectus, (ii) the Issuer Free Writing Prospectuses, if any, identified in Schedule C hereto, and (iii) any Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package;

"Distribution" has the meaning attributed thereto under applicable Canadian Securities Laws;

"Effective Date" means the date and time that the Registration Statement becomes effective;

"Environmental Claim" means any administrative, regulatory or judicial action, suit, demand, demand letter, claim, lien, notice of non-compliance or violation, investigation or proceeding relating in any way to any Environmental Laws;

"Environmental Laws" means any Canadian or United States (or other applicable jurisdiction's) federal, provincial, state, local or municipal statute, law, rule, regulation, ordinance, code, policy or rule of common law and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, health, safety or any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority;

"Execution Time" means the date and time that this Agreement is executed and delivered by the parties hereto;

"Final Prospectuses" means, collectively, the Canadian Final Prospectus and the U.S. Final Prospectus;

"Financial Statements" means, collectively, the audited annual consolidated financial statements of the Corporation as at December 31, 2014 and December 31, 2013 and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, together with the notes thereto and the report of the auditor thereon;

"Firm Shares" has the meaning specified in the first paragraph of this Agreement;

"Form F-10" means Form F-10 under the U.S. Securities Act;

"Form F-X" has the meaning specified in section 2.1(e);

"Free Writing Prospectus" means a free writing prospectus, as defined in Rule 405 under the U.S. Securities Act;

"Governmental Agency" means any court or governmental agency or body having jurisdiction over the Corporation or any of its Significant Subsidiaries or any of their respective properties;

"Initial Registration Statement" means the registration statement on Form F-10 (File No. 333-202130) registering the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the Canadian Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, and including the exhibits thereto and the documents incorporated by reference therein and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein;

"Initial Sale Time" means the time that the Registration Statement becomes effective, unless the Co-Lead Underwriters shall designate in writing to the Corporation another time as the initial sale time, in which case such designated time shall be the Initial Sale Time;

"Issuer Free Writing Prospectus" means an issuer free writing prospectus, as defined in Rule 433 under the U.S. Securities Act, of the Corporation;

"limited-use version" has the meaning ascribed to such term in NI 41-101;

"marketing materials" has the meaning ascribed to such term under NI 41-101;

"material" or "materially", when used in relation to the Corporation, means material in relation to the Corporation and its subsidiaries (taken as a whole);

"Material Adverse Effect" means an effect, change or development or event that alone or in conjunction with any other effect, change, development or event is materially adverse to the business, operations or conditions (financial or otherwise) of the Corporation and its subsidiaries, taken as a whole;

"material change", "material fact" and "misrepresentation" have the respective meanings attributed thereto under applicable Canadian Securities Laws;

"NI 41-101" means National Instrument 41-101 of the Canadian Securities Administrators, as may be amended from time to time;

"NI 44-101" means National Instrument 44-101 of the Canadian Securities Administrators, as may be amended from time to time;

"NP 11-202" means National Policy 11-202 of the Canadian Securities Administrators;

"Offered Shares" means, collectively, the Firm Shares and the Option Shares;

"Offering Documents" means, collectively, the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus, the Initial Registration Statement, the Amendment No. 1 to the Registration Statement, the Amendment No. 2 to the Registration Statement, the Registration Statement, any U.S. Registration Statement Amendment, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus, the U.S. Final Prospectus, any Issuer Free Writing Prospectus and any Prospectus Amendment;

"Offering Price" has the meaning specified in the first paragraph of this Agreement;

"Option Closing Date" has the meaning specified in section 8.2;

"Option Shares" has the meaning specified in the second paragraph of this Agreement;

"Over-Allotment Option" has the meaning specified in the second paragraph of this Agreement;

"Passport Receipt" means the receipt issued by the Principal Regulator, which is deemed to also be a receipt of the other Securities Commissions pursuant to the Passport System, for the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus and any Prospectus Amendment, as the case may be;

"Passport System" means the system and procedures for prospectus filing and review under Multilateral Instrument 11-102 — Passport System adopted by the Securities Commissions (other than Ontario) and NP 11-202;

"Preliminary Prospectuses" means, collectively, the Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus;

"Principal Regulator" means the Alberta Securities Commission;

"Prospectus Amendment" means any amendment to the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus, or any U.S. Amended Prospectus, other than the Canadian Amended Preliminary Prospectus and the U.S. Amended Preliminary Prospectus and other than merely by incorporation by reference of Subsequent Disclosure Documents;

"provide" in the context of sending or making available marketing materials to a potential purchaser of Offered Shares, has the meaning ascribed to such term under applicable Securities Laws, whether in the context of a "road show" (as defined in NI 41-101) or otherwise and "provided" has like meaning;

"Provinces and Territories" means all of the provinces and territories of Canada;

"Public Record" means all documents incorporated by reference in the Canadian Prospectuses and all information filed by or on behalf of the Corporation with the Securities Commissions after December 31, 2014, in compliance, or intended compliance, with applicable Canadian Securities Laws;

"Purchased Shares" means the Firm Shares and, if the Over-Allotment Option is exercised, also includes the Option Shares that the Underwriters elect to purchase pursuant to the exercise of the Over-Allotment Option;

"Registration Statement" means the registration statement on Form F-10 (File No. 333-202130) registering the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the exhibits thereto and the documents incorporated by reference therein and the

documents deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, as amended at the date on which such registration statement becomes effective;

"SEC" means the United States Securities and Exchange Commission;

"Securities Commissions" means, collectively, the securities commission or similar securities regulatory authority in each of the Provinces and Territories;

"Securities Laws" means, collectively, the Canadian Securities Laws and the U.S. Securities Laws;

"SEDAR" means the computer system for the transmission, receipt, acceptance, review and dissemination of documents filed in electronic format known as the System for Electronic Document Analysis and Retrieval;

"Selling Firms" has the meaning specified in section 5.1(a);

"Significant Subsidiary" has the meaning specified in section 7.1(b);

"Subsequent Disclosure Documents" means any financial statements, management's discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

"subsidiary" has the meaning attributed thereto in the Canada Business Corporations Act;

"template version" has the meaning ascribed thereto under NI 41-101 and includes any revised template version of marketing materials as contemplated by such instrument;

"Translated Financial Information" has the meaning specified in section 3.1(f);

"Underwriters" has the meaning specified in the first paragraph of this Agreement;

"Underwriting Fee" has the meaning specified in the third paragraph of this Agreement;

"U.S. Amended Preliminary Prospectus" means, as of any time prior to the time the Registration Statement is declared or becomes effective, the Canadian Amended Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, to be included in the Amendment No. 1 to the Registration Statement, including the documents incorporated by reference therein;

"U.S. Amended Prospectus" means a prospectus included in any U.S. Registration Statement Amendment;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended;

"U.S. Final Prospectus" means the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, included in the Registration Statement at the times it becomes effective, including the documents incorporated by reference therein;

"U.S. Preliminary Prospectus" means, as of any time prior to the time the Registration Statement is declared or becomes effective, the Canadian Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC included in the Initial Registration Statement, including the documents incorporated by reference therein;

"U.S. Prospectuses" means, collectively, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus, the U.S. Final Prospectus and any Prospectus Amendment to any of the foregoing;

"U.S. Registration Statement Amendment" means any amendment to the Amendment No. 1 to the Registration Statement (other than the Amendment No. 2 to the Registration Statement) and any post-effective amendment to the Registration Statement filed with the SEC during the offer and sale of the Offered Shares;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended; and

"U.S. Securities Laws" means all of the applicable federal and state securities laws and regulations of the United States, including without limitation the U.S. Securities Act, the U.S. Exchange Act and the respective rules and regulations of the SEC thereunder.

Any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Initial Registration Statement, the Amendment No. 1 to the Registration Statement, the Amendment No. 2 to the Registration Statement, the Registration Statement, the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus shall be deemed to refer to and include the filing of any document under the Securities Laws or the U.S. Exchange Act after the Effective Date of the Registration Statement or the issue date of the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus, as the case may be, deemed to be incorporated therein by reference.

Article 2
Filing of Prospectuses

2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that:

(a)

the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Provinces and Territories and the Alberta Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses;

(b)

the Corporation meets the general eligibility requirements for the use of Form F-10;

(c)

the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities Commissions;

(d)

the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus;

(e)

the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the initial filing of the Initial Registration Statement (the "Form F-X");

(f)

the Corporation shall, under the Canadian Securities Laws,

(i): as soon as practicable after the execution of this Agreement and in any event by 3:00 p.m. (Calgary time) on February 18, 2015 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and
(ii): as soon as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Provinces and Territories;

(g)

the Corporation shall, as soon as possible after the execution of this Agreement and in any event no later than 3:00 p.m. (Calgary time) on February 18, 2015 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system the Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus;

(h)

the Corporation shall, under the Canadian Securities Laws, as soon as practicable after any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and in any event by 5:00 p.m. (Calgary time) on February 25, 2015 (or in any case, by such

later date or dates as may be determined by the Co-Lead Underwriters in their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Province and Territory;

(i): the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:00 p.m. (Calgary time) on February 25, 2015 (or in any case, by such later date or dates as may be determined by the Co-Lead Underwriters in their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, the Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the U.S. Securities Act; and
(j): the Corporation will use its reasonable best efforts to obtain the conditional listing of the Offered Shares on the Toronto Stock Exchange by the Closing Time, subject to the satisfaction by the Corporation of the customary conditions as specified by the TSX, and approval for listing of the Offered Shares on the New York Stock Exchange by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both such exchanges.

2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under the Securities Laws to qualify the Distribution of the Offered Shares in the Provinces and Territories and in the United States, in each case, acting reasonably and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to:

(a): confirm the Public Record is accurate and current in all material respects;
(b): fulfill the Underwriters' obligations as underwriters; and
(c): enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters.

2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may be from time to time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Provinces and Territories and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

2.4 During the Distribution of the Purchased Shares:

(a): the Corporation shall approve in writing the template version of any marketing materials prepared by the Designated Underwriter and proposed to be provided by the Underwriters to any potential investor of Purchased Shares, any such marketing materials to comply with Canadian Securities Laws and to be acceptable in form and substance to the Corporation, in its sole discretion;
(b): the Designated Underwriter shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time such marketing materials are provided to potential investors of Purchased Shares;
(c): the Corporation shall file a template version of the English version of any such marketing materials on SEDAR on or before the day the marketing materials are first provided to any potential investor in Purchased Shares, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the

Corporation shall deliver a complete template version of any such marketing materials to the Securities Commissions), and the Corporation shall provide a copy of such filed template version to the Underwriters as soon as practicable following such filing. The French language version of any such marketing materials shall be filed on SEDAR prior to or concurrently with the filing of the Canadian Final Prospectus as contemplated herein and a copy thereof shall be delivered to the Underwriters as soon as practicable following such filing; and

(d): following the approvals set forth in sections 2.4(a) to (c), the Underwriters may provide a limited-use version of such marketing materials that complies with Section 7.6(3) of NI 44-101 to potential investors in Purchased Shares in accordance with Securities Laws.

2.5 The Corporation and the Designated Underwriter, on behalf of the Underwriters, approve the marketing materials attached as Schedule E hereto.

2.6 The Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential investor of Purchased Shares with any marketing materials except for marketing materials or any limited-use versions thereof which have been approved as contemplated in section 2.4, and then only to potential investors in the Provinces and Territories.

Article 3
Delivery of the Prospectuses and Related Documents

3.1 The Corporation shall deliver or cause to be delivered to the Underwriters and the Underwriters' counsel the documents set out below at the respective times indicated:

(a)

a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Provinces and Territories;

(b)

prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, copies of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, each in the English and French languages, signed as required by the Canadian Securities Laws;

(c)

prior to or contemporaneously, as nearly as practicable, with the filing thereof with the SEC copies of the Amendment No. 1 to the Registration Statement and the Amendment No. 2 to the Registration Statement, including in each case the prospectus contained therein, as filed with the SEC and copies of all exhibits and documents filed therewith which have not previously been delivered to the Underwriters;

(d)

as soon as they are available, copies of the English and French language versions, as applicable, of any Prospectus Amendment required to be filed under any of the Canadian Securities Laws, signed as required by the Canadian Securities Laws, and any amendment to the Registration Statement;

(e)

as soon as they are available, copies of any documents incorporated by reference in or exhibits to the Canadian Prospectuses, the U.S. Prospectuses, the Registration Statement or any amendment to any of them which have not been previously available on SEDAR or delivered to the Underwriters;

(f)

at the time of delivery of the French language version of each of the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus or any Prospectus Amendment to the Underwriters pursuant to this section 3.1:

(i): an opinion of the Corporation's Québec counsel, dated the date of the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus or the Prospectus Amendment, as the case may be, to the effect that, excluding any documents that are subject of any exemptive relief order obtained by the Corporation from the Securities Commission in the Province of Québec and except for any financial statements and financial information which are the subject of the opinion of the Corporation's auditor referred to below (collectively, the "Translated Financial Information"), each of the Canadian Amended Preliminary Prospectus, the Canadian Final

Prospectus and such Prospectus Amendment, as the case may be, in the French language, together with any document or information in the French language incorporated by reference therein, including any marketing materials, is in all material respects a complete and accurate translation thereof in the English language, and

(ii): an opinion of the Corporation's auditor, at the same time or times and substantially to the same effect, in respect of the Translated Financial Information; and

(g): at the time of filing with the Securities Commissions of the Canadian Final Prospectus or any Prospectus Amendment to the Canadian Final Prospectus, as the case may be, a comfort letter from the Corporation's auditor addressed to the Underwriters, the Corporation and the board of directors of the Corporation, and dated the date of the Canadian Final Prospectus or any Prospectus Amendment to the Canadian Final Prospectus, as the case may be, in form and substance satisfactory to the Underwriters, acting reasonably, relating to the verification of certain of the financial information and statistical and accounting data relating to the Corporation and its subsidiaries contained in any such document, the Registration Statement, the Disclosure Package and the U.S. Final Prospectus or incorporated by reference therein, which comfort letter shall be based on a review having a cut-off date not more than two business days prior to the date of such letter. Such letter shall also state that such auditor is independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Alberta and within the meaning of the U.S. Securities Act and the applicable published rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States).

3.2 The delivery to the Underwriters of the filed Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus shall constitute a representation and warranty to the Underwriters by the Corporation that:

(a): the information and statements contained in the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, as the case may be (except any information and statements relating solely to the Underwriters which has been provided in writing to the Corporation by or on behalf of any Underwriter through the Co-Lead Underwriters specifically for inclusion therein) constitutes full, true and plain disclosure of all material facts relating to the Offered Shares as required by Canadian Securities Laws; and
(b): the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus or the Canadian Final Prospectus, as the case may be, does not contain a misrepresentation within the meaning of Canadian Securities Laws provided that such representation and warranty shall not be provided in respect of any information and statements relating solely to the Underwriters which has been provided in writing to the Corporation by or on behalf of any Underwriter through the Co-Lead Underwriters specifically for inclusion therein.

Such delivery shall also constitute the consent of the Corporation to the use of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus by the Underwriters in connection with the Distribution of the Offered Shares in the Provinces and Territories and elsewhere outside the United States in compliance with this Agreement and applicable securities laws, including the Securities Laws.

3.3 The Corporation hereby represents, warrants and covenants to the Underwriters as follows:

(a): the documents incorporated by reference in the Offering Documents, when they were filed with the Securities Commissions, conformed in all material respects to the requirements of Canadian Securities Laws and to the extent filed pursuant to the U.S. Exchange Act, conformed in all material respect to any applicable requirements of the U.S. Exchange Act when they were filed with the SEC; and any further documents incorporated by reference in the Offering Documents, when such documents are filed with the Securities Commissions or the SEC, as applicable, will conform in all material respects to the requirements of Canadian Securities Laws or the U.S. Exchange Act and the rules thereunder, as applicable;
(b): on the Effective Date, the Registration Statement will, and on the date it is first filed and at the Closing Time (including on any Option Closing Date), the U.S. Final Prospectus will conform in all material

respects with the U.S. Securities Act and the rules and regulations of the SEC under the U.S. Securities Act; on the date first filed the Canadian Preliminary Prospectus conformed, and on the date first filed the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus and any Prospectus Amendment will, and at the Closing Time the Canadian Final Prospectus, as amended by any Prospectus Amendment will, conform in all material respects with the applicable requirements of Canadian Securities Laws; the Registration Statement, as of the Effective Date, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the U.S. Final Prospectus as of its filing date (including the Effective Date) and as of the Closing Time (including on any Option Closing Date), will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Co-Lead Underwriters specifically for inclusion in the Registration Statement, the Canadian Prospectuses or the U.S. Final Prospectus;

(c): as of the Initial Sale Time and as of the Closing Time (including on any Option Closing Date), each of (i) the Disclosure Package and (ii) each electronic roadshow, if any, when taken together as a whole with the Disclosure Package, does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements in or omissions from the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Co-Lead Underwriters specifically for inclusion therein;
(d): at the time the Initial Registration Statement was filed, the Corporation was not an Ineligible Issuer (as defined in Rule 405 of the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 of the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuer; and
(e): each Issuer Free Writing Prospectus will not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference that has not been superseded or modified; if there occurs an event or development as a result of which the U.S. Prospectuses or the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, or as a result of which any Issuer Free Writing Prospectus would include any information that conflicts with the information contained in the Registration Statement, the Corporation will notify promptly the Co-Lead Underwriters so that any use of the U.S. Prospectuses and the Disclosure Package may cease until it is amended or supplemented; and each Issuer Free Writing Prospectus will comply in all material respects with the requirement of the U.S. Securities Act and the applicable rules and regulations of the SEC thereunder.

Article 4
Commercial Copies of Prospectuses

4.1 The Corporation shall deliver, or cause to be delivered, to the Underwriters, as soon as practicable and in any event no later than noon (local time) on the second business day following the date of filing of the Canadian Amended Preliminary Prospectus, at offices designated by the Underwriters, such number of commercial copies of the Canadian Amended Preliminary Prospectus and the U.S. Amended Preliminary Prospectus as the Underwriters may reasonably request by instructions to the printer thereof given no later than 8:00 p.m. (Calgary time) on the date hereof. The Corporation shall, until the conclusion of the Distribution of the Offered Shares, as soon as possible following a reasonable request by the Underwriters, cause to be delivered to the Underwriters such additional commercial copies of the Canadian Amended Preliminary Prospectus and the U.S. Amended Preliminary Prospectus in such numbers and at such offices in such cities as the Underwriters may reasonably request from time to time.

4.2 The Corporation shall deliver, or cause to be delivered, to the Underwriters, as soon as practicable and in any event no later than noon (local time) on the second business day following the date of the filing of the Canadian Final Prospectus with the Securities Commissions, at offices designated by the Underwriters, such number of commercial copies of the Canadian Final Prospectus and the U.S. Final Prospectus as the Underwriters may reasonably request by instructions to the printer thereof given no later than the day prior to the time when the Corporation plans to authorize the printing of the commercial copies of the Canadian Final Prospectus and the U.S. Final Prospectus. The Corporation shall, until the conclusion of the Distribution of the Offered Shares, as soon as possible following a reasonable request by the Underwriters, cause to be delivered to the Underwriters such additional commercial copies of the Canadian Final Prospectus and the U.S. Final Prospectus in such numbers and at such offices in such cities as the Underwriters may reasonably request from time to time.

4.3 The Corporation shall from time to time deliver to the Underwriters, as soon as practicable at the offices in such cities designated by the Underwriters pursuant to sections 4.1 or 4.2, the number of copies of any documents incorporated, or containing information incorporated by reference in the Canadian Prospectuses or the U.S. Prospectuses and of any Subsequent Disclosure Documents which the Underwriters may from time to time reasonably request; provided that if such documents or information are generally available to the public, such documents or information shall be deemed to have been delivered in satisfaction of this request.

Article 5
Distribution of Common Shares

5.1 Each of the Underwriters covenants and agrees with the Corporation:

(a): to offer the Offered Shares for sale to the public in Canada and the United States, directly (including through any affiliate of an Underwriter) and through other investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, referred to herein as the "Selling Firms"), only in compliance with all applicable Securities Laws, upon the terms and conditions set forth in the Canadian Final Prospectus or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement;
(b): to offer the Offered Shares for sale to the public outside of Canada and the United States, directly (including through any affiliate of an Underwriter) and through other Selling Firms, only in compliance with all applicable laws and regulations in each jurisdiction into and from which they may offer or sell the Offered Shares, upon the terms and conditions set forth in the Canadian Final Prospectus or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement;
(c): to use all reasonable efforts to complete and to cause the Selling Firms to complete the Distribution of the Offered Shares as soon as possible after the Closing Time; and
(d): to comply with applicable Securities Laws with respect to the use of "green sheets" and other marketing materials.

5.2 The Underwriters may offer the Offered Shares at a price less than the Offering Price in compliance with Securities Laws and, specifically in the case of any Offered Shares offered in the Provinces and Territories, the requirements of NI 44-101 and the disclosure concerning the same which is contained in the Canadian Prospectuses. The Underwriters will inform the Corporation if the Offering Price is reduced.

5.3 For the purposes of this Article 5, the Underwriters shall be entitled to assume that the Distribution of the Offered Shares is qualified in each of the Provinces and Territories and that the Offered Shares are registered under U.S. federal securities laws after receipt by the Co-Lead Underwriters of notification from the Corporation's counsel that a Passport Receipt for the Canadian Final Prospectus has been issued or is deemed to be issued and that the Registration Statement has been declared or otherwise become effective, as applicable, unless the Underwriters receive notice to the contrary from the Corporation or any applicable securities regulatory authority.

5.4 No Underwriter will be liable to the Corporation under this Article 5 with respect to a default by another Selling Firm (that is not an affiliate of such Underwriter), another Underwriter, or the Corporation under this Agreement if the Underwriter first mentioned is not itself in violation.

5.5 The Co-Lead Underwriters will notify the Corporation when, in their opinion, the Underwriters have ceased Distribution of the Offered Shares and shall, as soon as practicable, and in any event, no later than 25 days thereafter, provide the Corporation with a breakdown of the number of Offered Shares distributed in each of the Provinces and Territories where such breakdown is required for the purpose of calculating fees payable to a Securities Commission.

Article 6
Material Changes

6.1 During the period from the date hereof until the completion of the Distribution of the Offered Shares and at any time when a prospectus relating to the Offered Shares is required to be delivered under the U.S. Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the U.S. Securities Act), the Corporation shall promptly notify the Underwriters, in writing, with full particulars of:

(a): any change (actual, anticipated, contemplated or threatened) in the business, operations, condition (financial or otherwise), or capital of the Corporation and its subsidiaries (taken as whole); or
(b): any change in any matter covered by a statement contained in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses or any Subsequent Disclosure Document or amendment or supplement to any of them; or
(c): any fact which has arisen which would have been required to have been stated in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document as amended or supplemented from time to time, had the fact arisen on or prior to the date thereof;

which change or fact in any case is, or may be, of such a nature as: (i) to render the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented immediately prior to such change or fact, misleading or untrue in any material respect, or (ii) would result in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented from time to time immediately prior to such change or fact, containing a misrepresentation, or (iii) would result in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented from time to time immediately prior to such change or fact, not complying with any of the Securities Laws, or (iv) would result in it being necessary to amend the Registration Statement or to amend or supplement the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus in order that such document will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the case of the Registration Statement, not misleading, and in the case of the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or U.S. Final Prospectus, in light of the circumstances under which such statements are made, not misleading, or (v) would reasonably be expected to have a significant effect on the market price or market value of the Common Shares. The Corporation shall promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of such change or fact. In addition, if during the period of the Distribution of the Offered Shares under the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented from time to time, there is any change in any applicable Securities Laws which results in a requirement to file a Prospectus Amendment, the Corporation shall make such filing as soon as possible. The Corporation shall also discuss with the Underwriters any change or fact in respect of which there may be doubt respecting the applicability of this section.

6.2 During the period commencing on the date hereof and ending on the completion of the Distribution of the Offered Shares, the Corporation shall promptly comply to the reasonable satisfaction of the Underwriters and

their counsel with any applicable filing and other requirements under the Securities Laws arising as a result of any change, event or circumstance referred to in section 6.1 above and shall prepare and file under all applicable Securities Laws, with all reasonable dispatch, and in any event within any time limit prescribed under applicable Securities Laws, any Subsequent Disclosure Document or Prospectus Amendment or amendment or supplement to the Registration Statement as may be required under applicable Securities Laws; provided that the Corporation shall allow the Underwriters and their counsel to participate fully in the preparation of any such Subsequent Disclosure Document or Prospectus Amendment or amendment or supplement to the Registration Statement and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to responsibly execute the certificate required to be executed by them in any Prospectus Amendment and the Underwriters shall have approved the form of any Prospectus Amendment or amendment or supplement to the Registration Statement, such approval not to be unreasonably withheld and to be provided in a timely manner. The Corporation shall further promptly deliver to the Underwriters and the Underwriters' counsel a copy of each Prospectus Amendment or amendment or supplement to the Registration Statement signed as required by applicable Securities Laws, and each Subsequent Disclosure Document, in the English and French languages, such number of commercial copies of each Prospectus Amendment or amendment or supplement to the Registration Statement as the Underwriters may reasonably request, in the same manner as set forth in section 4.1 hereof, as well as opinions and letters with respect to each such Prospectus Amendment or amendment or supplement to the Registration Statement substantially similar to those referred to in sections 3.1(f) and (g) above.

6.3 The delivery to the Underwriters of each Prospectus Amendment and Subsequent Disclosure Document shall constitute a representation and warranty to the Underwriters by the Corporation, with respect to the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, as amended, modified or superseded by such Prospectus Amendment or Subsequent Disclosure Document and by each Prospectus Amendment and Subsequent Disclosure Document previously delivered to the Underwriters as aforesaid, to the same effect as set forth in paragraphs (a) and (b) of section 3.2 above. Such delivery shall also constitute the consent of the Corporation to the use of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus by the Underwriters in connection with the Distribution of the Offered Shares in the Provinces and Territories and elsewhere outside the United States; provided that the use of the Canadian Amended Prospectus and the Canadian Final Prospectus and the Distribution of the Offered Shares by the Underwriters is conducted in compliance with this Agreement and applicable securities laws, including the Securities Laws.

6.4 During the period commencing on the date hereof and ending on the completion of the Distribution of the Offered Shares, the Corporation will promptly inform the Underwriters of the full particulars of:

(a): any request of any Securities Commission or the SEC for any amendment to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses or any Subsequent Disclosure Document or any part of the Public Record or for any additional information;
(b): the issuance by any Securities Commission, the SEC or by any other competent authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or to the knowledge of the Corporation, threat of institution of any proceedings for that purpose; or
(c): the receipt by the Corporation of any communication from any Securities Commission, the SEC, the Toronto Stock Exchange, the New York Stock Exchange or any other competent authority relating to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, any Subsequent Disclosure Document or the Distribution of the Offered Shares,

and the Corporation will use its commercially reasonable efforts to prevent the issuance of any such stop order or any such order preventing or suspending the use of any prospectus relating to the Offered Shares or the suspension of any such qualification and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Offered Shares or suspending any such qualification, to use its commercially reasonable efforts to obtain the withdrawal of such order as soon as possible.

Article 7
Representations, Warranties and Covenants

7.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that:

(a): the Corporation has been duly amalgamated, and is a validly subsisting corporation under the laws of Canada, with the necessary corporate power and capacity to own, directly or indirectly, lease and operate, as applicable, its properties and conduct its business as described in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package;
(b): each subsidiary and partnership of the Corporation with total assets that exceed 10 percent of the total consolidated assets of the Corporation or revenues that exceed 10 percent of the total consolidated revenues of the Corporation as at and for the period ending on December 31, 2014, each of which is listed in Schedule D to this Agreement (each a "Significant Subsidiary"), has been duly organized and is subsisting and in good standing, if applicable, under the laws of the jurisdiction of its incorporation or organization, has the necessary corporate, or in the case of partnerships, appropriate power and authority or capacity to own, directly or indirectly, lease and operate, as applicable, its properties and to conduct its business as described in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package; except as otherwise disclosed in the Registration Statement, the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package;
(c): the Corporation has the necessary corporate power and authority to enter into this Agreement, to issue the Offered Shares and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Corporation and is a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and except that rights of indemnity and contribution contained in this Agreement may be limited under applicable law;
(d): the issue and sale of the Offered Shares and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Corporation is bound or to which any of the property or assets of the Corporation is subject, which individually or in the aggregate would result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the constating documents and by-laws of the Corporation, or (ii) any statute or any order, rule or regulation of any Governmental Agency that, in the case of (ii) only, would result in a Material Adverse Effect; and no consent, approval, authorization, order, registration, clearance or qualification ("Governmental Authorization") of or with any such Governmental Agency is required for the issue and sale of the Offered Shares or the consummation by the Corporation of the transactions contemplated hereby, except such as have been, or will have been, prior to Closing Time, obtained under Securities Law and such Governmental Authorizations as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Shares by the Underwriters;
(e): other than as set forth in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, neither the Corporation nor any of its subsidiaries is in violation of its articles and by-laws, if applicable, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except as would not result in a Material Adverse Effect;
(f): other than as set forth in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, there are no legal or governmental proceedings pending to which the Corporation or any of its subsidiaries is a party or of which any property of the Corporation or any of its subsidiaries is the

subject which, if determined adversely to the Corporation or any of such subsidiaries, would result in a Material Adverse Effect; and, to the Corporation's knowledge, no such proceedings are contemplated by any Governmental Agency or by others;

(g): the Corporation is not and, after giving effect to the offering and the sale of the Offered Shares and the application of their proceeds as described in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, will not be required to be registered as an "investment company" as defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder;
(h): other than as set forth in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, and except as would not individually or in the aggregate result in a Material Adverse Effect, (i) the Corporation and its subsidiaries are each in compliance with all applicable Environmental Laws, (ii) the Corporation and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, and (iii) there are no pending or, to the knowledge of the Corporation, threatened Environmental Claims against the Corporation or any subsidiary;
(i): other than as set forth in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, the Corporation and its Significant Subsidiaries have all licenses, franchises, permits, authorizations, approvals and orders and other concessions of and from all Governmental Agencies that are necessary to own or lease their respective properties and conduct their businesses as described in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, except where such failure would not result in a Material Adverse Effect;
(j): the Corporation is not aware of any defects in title to its core oil and gas properties or its material assets and facilities which are used in the production and marketing of oil and gas that, in the aggregate, would result in a Material Adverse Effect;
(k): neither the Corporation nor any of its subsidiaries or partnerships or, to the knowledge of the Corporation, any director, officer, employee, agent, affiliate or representative of the Corporation, its subsidiaries or partnerships is an individual or entity ("Person") currently the subject of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of Treasury's Office of Foreign Assets Control, or the Canadian government (collectively, "Sanctions"), nor is the Corporation, its subsidiaries or partnerships located, organized or resident in a country or territory that is the subject of Sanctions. It will not, directly or indirectly, use the proceeds of the transaction, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions;
(l): the Corporation and its subsidiaries have not directly or indirectly, (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Agency, authority or instrumentality of any jurisdiction or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the Canada Corruption of Foreign Public Officials Act, or the rules and regulations promulgated thereunder;
(m): the operations of the Corporation and its subsidiaries are, and have been conducted at all times, in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Agency (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any court or Governmental Agency, authority or body or any arbitrator involving the Corporation or any of its

subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Corporation, threatened;

(n): the Financial Statements of the Corporation included or incorporated by reference in the Registration Statement, the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, together with the related notes, present fairly the financial position of the Corporation and its consolidated subsidiaries at the dates indicated and the earnings, retained earnings and cash flows of the Corporation and its consolidated subsidiaries for the periods specified; said consolidated financial statements comply as to form with the applicable accounting requirements of Securities Laws as interpreted and applied by the SEC or the Securities Commissions, as applicable, and have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board, applied on a consistent basis throughout the periods involved; and the selected financial information included in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package presents fairly the information shown therein;
(o): to the best of the Corporation's knowledge, PricewaterhouseCoopers LLP, who have audited certain financial statements of the Corporation and its subsidiaries, are independent public accountants as required by Securities Laws;
(p): the Corporation is a "reporting issuer" or has equivalent status in each of the Provinces and Territories within the meaning of the Canadian Securities Laws in such Provinces and Territories and since December 31, 2014, the Corporation has not received any correspondence or notice from a Securities Commission concerning a review of any of the Corporation's continuous disclosure documents in respect of which any matters remain outstanding;
(q): the Corporation and its subsidiaries maintain "internal control over financial reporting" (as such term is defined in Rule 13a-15(f) under the U.S. Exchange Act); such internal control over financial reporting and procedures are effective and the Corporation and its subsidiaries are not aware of any material weakness in their internal control over financial reporting;
(r): the Corporation and its subsidiaries maintain "disclosure controls and procedures" (as such term is defined in Rule 13a-15(e) under the U.S. Exchange Act); such disclosure controls and procedures are effective;
(s): there is and has been no failure on the part of the Corporation and any of the Corporation's directors or officers, in their capacities as such, to comply with applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 relating to loans and Sections 302 and 906 relating to certifications;
(t): the Corporation is authorized to issue an unlimited number of Common Shares of which, as at December 31, 2014, approximately 757,103,000 Common Shares were issued and outstanding, all of which Common Shares are issued as fully paid and non-assessable, and subject to the restrictions set forth in the Corporation's articles, an unlimited number of first preferred shares, none of which are issued and outstanding as at the date hereof, and an unlimited number of second preferred shares, none of which are issued and outstanding as at the date hereof;
(u): when issued, all of the Purchased Shares will have been duly and validly issued as fully paid and non-assessable shares of the Corporation;
(v): except as provided for herein and under the Corporation's (i) employee stock option plan, (ii) the shareholder rights plan agreement dated as of November 30, 2009, as amended and restated as of April 25, 2012, and (iii) dividend reinvestment plan, no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement (including convertible securities or warrants) for the purchase, subscription or issuance of Common Shares; and no person has the right to require the Corporation or any of its subsidiaries to qualify or register any securities for sale under the Canadian Securities Laws or the U.S. Securities Act by reason of the filing of the Canadian Prospectuses or the U.S. Prospectuses with any Securities Commission or the SEC or the filing of the Registration Statement with the SEC or the issuance and sale of the Offered Shares;

(w): no Securities Commission or similar regulatory authority or the Toronto Stock Exchange or the New York Stock Exchange or the SEC has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation, and no such proceeding is, to the knowledge of the Corporation, pending, contemplated or threatened;
(x): the issued and outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange and the New York Stock Exchange and the Corporation is not in default of its listing requirements on the Toronto Stock Exchange of the New York Stock Exchange in any material respect;
(y): Computershare Investor Services Inc. has been duly appointed as transfer agent and registrar for the Common Shares in Canada and Computershare Trust Company NA has been duly appointed as co-transfer agent and co-registrar for the Common Shares in the United States;
(z): the Corporation has not taken, directly or indirectly, and will not take any action designed to or that would constitute or that might reasonably be expected to cause or result in, under Canadian Securities Laws or the U.S. Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Offered Shares; and
(aa): the Corporation will timely file such reports pursuant to the U.S. Exchange Act as are necessary in order to make generally available to its securityholders an earnings statement for the purposes of, and to provide the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the U.S. Securities Act.

7.2 The Corporation covenants and agrees with and in favour of the Underwriters that the proceeds received by the Corporation from the Underwriters from the sale of the Offered Shares will be used for the purposes to be described in the Final Prospectuses and the Disclosure Package, subject to the qualifications described under the heading "Use of Proceeds" in the Canadian Prospectus.

7.3 Except as contemplated by this Agreement, during the period commencing on the date hereof and ending on the date which is 90 days from the Closing Date contemplated hereunder (the "Lock-Up Period"), the Corporation will not, without the prior written consent of the Co-Lead Underwriters, which consent shall not be unreasonably withheld or delayed, directly or indirectly, offer, sell or issue for sale or resale, as the case may be, or publicly announce the issue or sale or intended issue or sale of, any Common Shares, or financial instruments or securities convertible or exchangeable into Common Shares, or publicly announce its intention to do so or file a prospectus or registration statement with a Securities Commission or the SEC in respect thereof, except pursuant to the Corporation's: (i) stock option plan, performance share unit plan or deferred share unit plans, (ii) shareholder rights plan, or (iii) dividend reinvestment plan.

7.4 Unless the Corporation and the Co-Lead Underwriters otherwise agree in writing, neither the Corporation nor any Underwriter has made and none of them will make any offer relating to the Offered Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a "free writing prospectus" (as defined in Rule 405 under the U.S. Securities Act); provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses, if any, included in Schedule C hereto and in respect of any electronic roadshow furnished to the Co-Lead Underwriters prior to first use and not objected to by the Co-Lead Underwriters. Any such free writing prospectus consented to by the Co-Lead Underwriters or the Corporation is hereinafter referred to as a "Permitted Free Writing Prospectus." The Corporation agrees that (i) it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it will comply with the requirements of Rules 164 and 433 under the U.S. Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.

Article 8
Closing

8.1 The closing of the purchase and sale of the Firm Shares shall take place at the Closing Time at the offices of Bennett Jones LLP in Calgary, Alberta.

8.2 The closing of the purchase and sale of any Option Shares shall be completed at the Closing Time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date, nor less than three nor more than five business days after the giving of the notice hereinafter referred to (provided that if the Option Closing Date is the same as the Closing Date, such notice may be given not less than two business days prior to the Option Closing Date), as shall be specified in a written notice from the Co-Lead Underwriters, on behalf of the Underwriters, to the Corporation of the Underwriters' determination to purchase that number of Option Shares specified in such notice. The closing of the purchase and sale of any Option Shares shall be completed at the offices of Bennett Jones LLP in Calgary, Alberta. If the Over-Allotment Option is exercised, all of the provisions of this Agreement relating to the purchase by the Underwriters of the Firm Shares shall apply mutatis mutandis in relation to the purchase by the Underwriters of any Option Shares at the Closing Time on the Option Closing Date.

8.3 At the Closing Time, the Corporation shall deliver to CDS Clearing and Depository Services Inc. ("CDS"), on behalf of the Underwriters, in electronic or certificated form, the Firm Shares registered in name or names as the Co-Lead Underwriters may notify the Corporation not less than one business day before the Closing Date. The Co-Lead Underwriters, on behalf of the Underwriters, shall furnish to CDS not less than one business day before the Closing Date, a breakdown of the number of Firm Shares to be allocated in the book-based system of CDS to the Underwriters and other brokers or dealers which are participants of CDS and act on behalf of beneficial owners, together with the financial institution numbers of each person to whom Firm Shares are to be allocated in the book-based system. The delivery of the Firm Shares in electronic or certificated form to CDS shall be made against payment by the Underwriters to the Corporation of the aggregate purchase price for the Firm Shares by wire transfer in immediately available funds as set forth in Section 8.4.

8.4 Payment of the amount of the aggregate purchase price for the Purchased Shares, net of the Underwriting Fee, shall be effected by wire transfer in immediately available Canadian dollars payable to the Corporation or as the Corporation may otherwise direct the Underwriters in writing not later than 10:00 a.m. (Calgary time) on the business day immediately preceding the Closing Date.

Article 9
Conditions Precedent

9.1 The following are conditions precedent to the obligations of the Underwriters to close the transactions contemplated by this Agreement, which conditions the Corporation covenants to exercise all reasonable commercial efforts to have fulfilled at or prior to the Closing Time and which conditions may be waived in writing in whole or in part by the Underwriters at any time. If any of the conditions are not met, each of the Underwriters may terminate its obligations under this Agreement without prejudice to any other remedies it may have. At the Closing Time:

(a)

the Underwriters shall have received a certificate, dated the Closing Date, from the President & Chief Executive Officer and the Executive Vice-President & Chief Financial Officer of the Corporation, or by such other senior officers satisfactory to the Underwriters, acting reasonably, certifying on behalf of the Corporation and not in their respective personal capacity, that:

(i): the Corporation has complied with and satisfied, all covenants, terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;
(ii): the representations and warranties of the Corporation contained herein are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time, except for such representations and warranties which are made as of a specific date other than the Closing Date;
(iii): no event of a nature referred to in section 10.1(a), (b), (c) or (d) hereof has occurred since the date of this Agreement or to the knowledge of such officers is pending, contemplated or threatened (excluding in the case of section 10.1(b), (c), (d) and (e) hereof any requirement of an Underwriter to make a determination as to whether or not any event or change has, in the Underwriter's opinion, had or would have the effect specified therein); and

(iv): there has been no adverse material change, financial or otherwise, as at the Closing Date, in the business, operations, or condition (financial or otherwise) of the Corporation and its subsidiaries (taken as a whole) from that disclosed in the Canadian Final Prospectus, the Disclosure Package, the U.S. Final Prospectus or any Prospectus Amendment,

and the Underwriters shall have no knowledge to the contrary;

(b): the Corporation shall have furnished to the Underwriters evidence that the Offered Shares have been conditionally approved for listing and trading on the Toronto Stock Exchange and the New York Stock Exchange and that the Common Shares purchased at that time will be posted for trading on the Toronto Stock Exchange and the New York Stock Exchange on the Closing Date;
(c): the Underwriters shall have received a comfort letter of the Corporation's auditor, addressed to the Underwriters, the Corporation and the board of directors of the Corporation, and dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing the information contained in the comfort letter or letters from such auditors referred to in section 3.1(g) hereof forward to the Closing Time, which comfort letter shall be based on a review having a cut-off date not more than two business days prior to the Closing Date;
(d): the Underwriters shall have received legal opinions, dated the Closing Date from Bennett Jones LLP, Canadian counsel for the Corporation (or where applicable, opinions of local counsel as to the laws other than those of Canada and the Provinces of Alberta, British Columbia and Ontario), to the effect set forth in Schedule A hereto, from Paul Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel for the Corporation, to the effect set forth in Schedule B hereto, from Norton Rose Fulbright Canada LLP, Canadian counsel for the Underwriters, with respect to the offering and sale of the Offered Shares in Canada, the Canadian Final Prospectus and other related matters as the Underwriters may reasonably require, and from Shearman & Sterling LLP, U.S. counsel for the Underwriters, with respect to the offering and sale of the Offered Shares in the United States, the Registration Statement, the Disclosure Package, the U.S. Final Prospectus (together with any supplement thereto) and other related matters as the Underwriters may reasonably require, it being understood that counsel for the Underwriters may rely on the opinions of counsel for the Corporation and the opinions of local counsel in the Provinces and Territories as to all matters not governed by the laws of the respective jurisdictions in which they are qualified to practice, and that all counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of the Corporation, auditors and public officials, and that the opinions of counsel may be subject to usual qualifications as to equitable remedies, creditors' rights laws and public policy considerations;
(e): the Underwriters shall have received a legal opinion, dated the Closing Date from Québec counsel for the Corporation, to the effect that the laws of the Province of Québec relating to the use of the French language in connection with the offering, issuance and sale of the Offered Shares in such province have been complied with;
(f): the Underwriters shall have received written confirmation from the Corporation's registrar and transfer agent of the number of Common Shares issued and outstanding as of the day immediately prior to the Closing Date;
(g): the Financial Industry Regulatory Authority, Inc. shall not have raised any objections with respect to the fairness or reasonableness of the underwriting, or other arrangements or transactions, contemplated hereby which remain unresolved; and
(h): the Underwriters shall have received such further certificates and documents as the Co-Lead Underwriters may reasonably request.

Article 10
Termination

10.1 In addition to any other remedies which may be available to the Underwriters, an Underwriter shall be entitled, at its option, to terminate and cancel its obligations to purchase the Offered Shares, without any liability on its part, immediately upon written notice to the Corporation at any time prior to the Closing Time if:

(a): any order to cease or suspend trading in any securities of the Corporation or prohibiting or restricting the Distribution of the Offered Shares is made, or any stop order suspending the effectiveness of the Registration Statement or stop order preventing or suspending the use of any prospectus relating to the Offered Shares has been issued proceedings are announced, commenced or threatened for the making of an order, by a Securities Commission, the SEC or by any other similar regulatory authority, and has not been rescinded, revoked or withdrawn;
(b): any inquiry, investigation or other proceeding in relation to the Corporation is announced or commenced by any securities commission or similar regulatory authority, any stock exchange upon which securities of the Corporation are listed or any other competent authority if, in the reasonable opinion of an Underwriter, the announcement or commencement thereof materially adversely affects or would materially adversely affect the trading or Distribution of the Offered Shares;
(c): the Corporation shall be in breach of, default under or non-compliance with any material representation, warranty, covenant, term or condition of this Agreement;
(d): (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, the New York Stock Exchange or the Toronto Stock Exchange, (ii) a material disruption in securities settlement, payment or clearance services in the United States or Canada shall have occurred, or (iii) any moratorium on commercial banking activities shall have been declared by U.S. Federal or New York State, Canadian or the Province of Alberta authorities and in the case of any of the events specified in (i) through (iii), such event, singly or together with any other such event would in the sole opinion of an Underwriter, acting reasonably, have a material adverse effect on the market price or market value of the Common Shares;
(e): there shall have occurred any material adverse change, financial or otherwise, in the business, operations, or condition (financial or otherwise) of the Corporation and its subsidiaries (taken as a whole) which, in the reasonable opinion of an Underwriter, would materially adversely affect the market price or market value of the Common Shares; or
(f): there should develop, occur or come into effect or existence any event, action, state, condition or financial occurrence, or any catastrophe, of national or international consequence, any law or regulation, or any other occurrence of any nature whatsoever, which in the reasonable opinion of an Underwriter, materially adversely affects, or will materially adversely affect the financial markets in Canada or the United States or the business, operations or affairs of the Corporation and have a material adverse effect on the market price or market value of the Common Shares.

10.2 In the event of a termination by an Underwriter pursuant to this section 10, there shall be no further liability on the part of such Underwriter to the Corporation or of the Corporation to such Underwriter in respect of that proposed Distribution of the Offered Shares, except in respect of the obligations of the Corporation under Articles 12 and 13.

Article 11
Conditions

11.1 All terms and conditions of this Agreement shall be construed as conditions and any breach or failure to comply in all material respects with any such terms or conditions which are for the benefit of the Underwriters shall entitle any of the Underwriters to terminate their obligation to purchase the Purchased Shares by notice in writing to that effect given to the Corporation at or prior to the Closing Time. The Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to their rights in respect of any other of such terms and conditions or any other or subsequent breach or

non-compliance, provided that to be binding on an Underwriter any such waiver or extension must be in writing and signed by such Underwriter.

Article 12
Indemnification and Contribution

12.1 The Corporation shall indemnify and hold harmless each of the Underwriters and the Underwriters' respective directors, officers, affiliates, employees, each person who controls any Underwriter within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act (collectively, the "Indemnified Parties") from and against all liabilities, claims, demands, losses (other than loss of profit in connection with the Distribution or holding of the Offered Shares), costs, damages and expenses to which the Indemnified Party may be subject or which the Indemnified Party may suffer or incur, whether under the provisions of any statute or otherwise in any way caused by or arising directly or indirectly from or in consequence of:

(a): any information or statement in the Canadian Prospectuses, the Initial Registration Statement, the Amendment No. 1 to the Registration Statement, the Amendment No. 2 to the Registration Statement, the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus, the U.S. Prospectuses or in any other document incorporated therein by reference, being or being alleged to be a misrepresentation or untrue, or any omission or alleged omission to state therein any information;
(b): any untrue statement or alleged untrue statement of a material fact in the Initial Registration Statement, the Amendment No. 1 to the Registration Statement, the Amendment No. 2 to the Registration Statement, the Registration Statement or any amendment thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any untrue statement or alleged untrue statement of a material fact in the U.S. Prospectuses, any Issuer Free Writing Prospectus or any amendment or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(c): the Corporation not complying with any requirement of applicable Securities Laws in connection with the transactions contemplated herein;
(d): the breach of, default under or non-compliance with by the Corporation of any of the covenants, representations or warranties contained in this Agreement;
(e): any prohibition or restriction of trading in the securities of the Corporation or any prohibition or restriction affecting the Distribution of the Offered Shares imposed by any competent authority if such prohibition or restriction is based on any of the events referred to in subsections 12.1(a), (b) or (c); or
(f): any order made or any inquiry, investigation (whether formal or informal) or other proceedings commenced or threatened by any one or more competent authorities (not based upon the activities or the alleged activities of the Underwriters or their banking or selling group members, if any) relating to or materially affecting the trading or Distribution of the Offered Shares;

provided that the Corporation shall not be liable in such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any misrepresentation or alleged misrepresentation of a material fact in, or any omission or alleged omission of a material fact from, the Canadian Prospectuses, the Initial Registration Statement, the Amendment No. 1 to the Registration Statement, the Amendment No. 2 to the Registration Statement, the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus, the U.S. Prospectuses or in any other document incorporated therein by reference, or in any other material so filed, in such case made in reliance upon and in conformity with information furnished in writing to the Corporation by any of the Underwriters specifically for use in the preparation thereof; and in such event, such Underwriter shall promptly reimburse the Corporation for the respective amounts received from the Corporation pursuant to this indemnity in respect of such liabilities, claims, demands and losses.

12.2 In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in section 12.1 is unavailable, in whole or in part, for any reason (other than any reason specified in section 12.1) to an Indemnified Party in respect of any liabilities, claims, demands, losses, costs, damages and expenses referred to therein, the Corporation shall contribute to the amount paid or payable (or, if such indemnity is unavailable only in respect of a portion of the amount so paid or payable, such portion of the amount so paid or payable) by such Indemnified Party as a result of such liabilities, claims, demands, losses, costs, damages and expenses:

(a): in such proportion as is appropriate to reflect the relative benefits received by the Corporation, on the one hand, and the Underwriters, on the other hand, from the Distribution of the Offered Shares; or
(b): if the allocation provided by section (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in section (a) above but also the relative fault of the Corporation, on the one hand, and the Underwriters, on the other hand, in connection with the matters or things referred to in section 12.1 which resulted in such liabilities, claims, demands, losses, costs, damages or expenses, as well as any other relevant equitable considerations;

provided that the Underwriters shall not in any event be liable to contribute, in the aggregate, any amount in excess of the Underwriting Fee or any portion thereof actually received. The relative benefits received by the Corporation, on the one hand, and the Underwriters, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the Distribution of the Offered Shares received by the Corporation is to the Underwriting Fees received by the Underwriters. The relative fault of the Corporation, on the one hand, and of the Underwriters, on the other hand, shall be determined by reference to, among other things, whether the matters or things referred to in section 12.1 which resulted in such liabilities, claims, demands, losses, costs, damages and expenses relate to information supplied by or which ought to have been supplied by or steps or actions taken or done or not taken or done by or on behalf of the Corporation or to information supplied by or on behalf of the Underwriters. The parties agree that it would not be just and equitable if contribution pursuant to this section 12.2 were determined by pro rata allocation (even if the Underwriters were treated as one party for such purpose) or any other method of allocation which does not take into account the equitable considerations referred to above in this section 12.2. The Underwriters respective obligations to contribute pursuant to this section 12.2 are several in proportion to their respective underwriting obligations with respect to such Offered Shares and not joint.

12.3 If any claim contemplated by this Article 12 shall be asserted against any Indemnified Party, the Indemnified Party concerned shall promptly notify the Corporation and the Underwriters, in writing, of the nature of such claim (provided that any failure to so notify promptly, in writing, shall relieve the Corporation of liability under this Article 12 only to the extent that such failure prejudices the Corporation's ability to defend such claim and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity provision), and the Corporation shall, subject as hereinafter provided, be entitled (but not required) to assume the defence of any suit or proceeding (including any governmental or regulatory investigation or proceeding) brought to enforce such claim. Any such defence shall be through legal counsel acceptable to the Indemnified Party (whose acceptance shall not be unreasonably withheld) and no admission of liability or settlement shall be made by the Corporation or any Indemnified Party in respect of any Indemnified Party without, in each case, the prior written consent of all the Underwriters, and no admission of liability or settlement shall be made by any Indemnified Party, without the prior written consent of the Corporation. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the Corporation fails to assume the defence of such suit on behalf of the Indemnified Party within a reasonable period of time; or (ii) the employment of such counsel has been authorized in writing by the Corporation; or (iii) the named parties to any such suit or proceeding include both the Indemnified Party and the Corporation and the Indemnified Party shall have received a written opinion from counsel acceptable to the Corporation that there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Corporation, in which case, if such Indemnified Party notifies the Corporation in writing that it elects to employ separate counsel at the expense of the Corporation, the Corporation shall not have the right to assume the defence of such suit or proceeding on behalf of the Indemnified Party and shall be

liable to pay the reasonable fees and expenses of counsel for the Indemnified Party, it being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to any local counsel) for all such Indemnified Parties. The Corporation shall not be liable for any settlement of any action or suit effected without its written consent. It is the intention of the Corporation to constitute each of the Underwriters as trustees, for the Underwriters' directors, officers, affiliates, employees and control persons, of the covenants of the Corporation under section 12.1 with respect to the Underwriters' directors, officers, affiliates, employees and control persons and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

12.4 The rights provided in this Article 12 shall be in addition to and not in derogation of any other right which the Underwriters may have by statute or otherwise at law.

12.5 Notwithstanding anything else contained in this Agreement, no person who has been determined by a court of competent jurisdiction in a final judgment to have engaged in fraud, willful default, fraudulent misrepresentation or negligence shall be entitled to claim indemnification pursuant to section 12.1 or contribution pursuant to section 12.2 from any person who has not also been so determined to have engaged in such fraud, willful default, fraudulent misrepresentation or negligence.

12.6 Without limiting the generality of section 12.5, the rights of indemnity provided under section 12.1 and rights of contribution provided under section 12.2 shall not apply if the Corporation has complied with subsections 3.1(a), (b), (c) and (d) and Article 6, as applicable, and the person asserting any claim contemplated by this Article 12 has not been provided with a copy of the Canadian Prospectuses or U.S. Prospectuses (as appropriate) or any Prospectus Amendment that corrects any misrepresentation or alleged misrepresentation that is the basis for such claim and that is required, under applicable Securities Laws, to be delivered to such person by the Underwriters.

Article 13
Expenses

13.1 If the transactions herein contemplated are completed, all expenses of or incidental to the issue and offering of the Offered Shares shall be borne by the Corporation, including, without limitation, expenses payable in connection with the qualification of the Offered Shares for Distribution in the Provinces and Territories and in the United States; the preparation, printing, issuance and delivery of certificates for the Offered Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Offered Shares; if applicable, any registration or qualification of the Offered Shares for offer and sale under the securities or blue sky laws of the several states (including filing fees relating to such registration and qualification); any filings required to be made with the Financial Industry Regulatory Authority, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); the travel, transportation and other expenses of the Corporation in connection with presentations to prospective purchasers of the Offered Shares; all other costs and expenses of the Corporation and its representatives incident to the performance by the Corporation of its obligations hereunder; the fees and expenses of counsel and auditor for the Corporation; listing fees; and all costs incurred in connection with the preparation, translation, printing, filing and delivery of the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses and any marketing materials and Issuer Free Writing Prospectus, excepting Underwriters' out-of-pocket expenses and the fees and expenses of counsel for the Underwriters. The Underwriters' reasonable out-of-pocket expenses and fees and expenses of counsel for the Underwriters shall be paid by the Underwriters except that the Underwriters will be reimbursed by the Corporation for all of the reasonable fees and expenses incurred by the Underwriters (including the reasonable fees and expenses of their counsel) if the sale of the Offered Shares as contemplated herein is not completed other than by reason of default by any of the Underwriters.

Article 14
Several Obligations

14.1 The Underwriters' obligations to purchase the Firm Shares at the Closing Time shall be several and not joint and the Underwriters' respective obligations in this respect shall be in the following percentages of the Firm Shares to be purchased at that time:


RBC Dominion Securities Inc.			23.75%
TD Securities Inc.			20.75%
BMO Nesbitt Burns Inc.			8.00%
CIBC World Markets Inc.			8.00%
Scotia Capital Inc.			8.00%
Barclays Canada Capital Inc.			6.00%
J.P. Morgan Securities Canada Inc.			6.00%
Merrill Lynch Canada Inc.			6.00%
Credit Suisse Securities Canada, Inc.			3.50%
Morgan Stanley Canada Limited			3.50%
AltaCorp Capital Inc.			1.00%
BNP Paribas (Canada) Securities Inc.			1.00%
Desjardins Securities Inc.			1.00%
Cormark Securities Inc.			0.50%
FirstEnergy Capital Corp.			0.50%
Macquarie Capital Markets Canada Ltd.			0.50%
National Bank Financial Inc.			0.50%
Peters & Co. Limited			0.50%
Raymond James Ltd.			0.50%
UBS Securities Canada Inc.			0.50%

			100%

Subject to section 14.2, no Underwriter shall be obligated to take up and pay for any of the Firm Shares to be purchased by it unless the other Underwriters simultaneously take up and pay for the percentage of Firm Shares set out opposite their name above.

14.2 If any one or more of the Underwriters fails to purchase its or their applicable percentage of the Firm Shares at the Closing Time, and if the aggregate number of Firm Shares not purchased is:

(a): less than or equal to 12% of the Firm Shares agreed to be purchased by the Underwriters pursuant to this Agreement, then each of the other Underwriters shall be obligated to purchase severally the Firm Shares not taken up, on a pro rata basis or as they may otherwise agree as between themselves; and
(b): greater than 12% of the Firm Shares agreed to be purchased by the Underwriters pursuant to this Agreement, then the remaining Underwriters shall not be obligated to purchase such Firm Shares, however, the remaining Underwriters shall have the right, exercisable at their option, to purchase on a pro rata basis (or on such other basis as may be agreed to by the remaining Underwriters) all, but not less than all, of the Firm Shares which would otherwise have been purchased by the defaulting Underwriter or Underwriters;

and the remaining Underwriters shall also have the right, by notice in writing to the Corporation, to postpone the Closing Time for a period not exceeding two business days.

14.3 In the event that the right to purchase under section 14.2(b) above is not exercised, the Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations to the Corporation on submission to the Corporation of reasonable evidence of its or their ability and willingness to fulfil its or their obligations hereunder at the Closing Time.

14.4 Nothing in this Article 14 shall obligate the Corporation to sell to any or all of the Underwriters less than all of the Firm Shares or shall relieve any of the Underwriters in default hereunder from liability to the

Corporation or to any non-defaulting Underwriter in respect of its default hereunder. In the event of a termination by the Corporation of its obligations under this Agreement, there shall be no further liability on the part of the Corporation to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under Article 12 or Article 13 hereof.

Article 15
Co-Lead Underwriters

15.1 All steps which must or may be taken by the Underwriters in connection with this Agreement but with the exception of the steps contemplated by Article 10, Article 11, Article 12, and Article 14 hereof may be taken by the Co-Lead Underwriters on the Underwriters' behalf (or the Designated Underwriter in the case of sections 2.4(b)) and 2.5, and this Agreement is the Corporation's authority for dealing solely with, and accepting notification from, the Co-Lead Underwriters (or the Designated Underwriter in the case of sections 2.4(b)) and 2.5 with respect to any such steps on their behalf. Other than as set forth in this section 15.1, no action by any Underwriter shall be binding on any other Underwriter.

Article 16
Notices

16.1 Any notices or other communication to be given hereunder shall:

(a): in the case of notice to the Corporation, be addressed to the attention of the Executive Vice-President & Chief Financial Officer, with a copy to the attention of the Corporate Secretary, at the address on page 1 hereof (facsimile: (403) 206-7427); and
(b): in the case of notice to the Underwriters, be addressed as follows:


RBC Dominion Securities Inc. 3900 Bankers Hall West 888 – 3rd Street SW Calgary, AB T2P 5C5
Attention:		Kent Ferguson
Facsimile:		(403) 299-6900
TD Securities Inc. 36th Floor, 421 – 7th Avenue SW Calgary, Alberta T2P 4K9
Attention:		Robert J. Mason
Facsimile No.:		(403) 292-2776

Any notice or other communication shall be in writing and, unless delivered personally to a responsible officer of the addressee shall be given by facsimile, and shall be deemed to be given at the time faxed or delivered, if faxed or delivered to the recipient on a business day (in the city in which the addressee is located) and before 5:00 p.m. (local time in the city in which the addressee is located) on such business day, and otherwise shall be deemed to be given at 9:00 a.m. (local time in the city in which the addressee is located) on the next following business day (in the city in which the addressee is located). Any party hereto may change its address for notice by notice to the other parties hereto given in the manner herein provided.

Article 17
Miscellaneous

17.1 Unless otherwise indicated, all references herein to currency shall be to the lawful money of Canada.

17.2 The representations, warranties and covenants contained in this Agreement shall survive the purchase by the Underwriters of the Offered Shares and shall continue in full force and effect unaffected by any subsequent disposition by the Underwriters of the Offered Shares.

17.3 Time shall be of the essence of this Agreement.

17.4 This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original but which together shall constitute one and the same agreement. A signed counterpart of this Agreement provided by way of facsimile or other electronic transmission shall be as binding upon the parties as an originally signed counterpart.

17.5 If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

17.6 This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable in the Province of Alberta. Each of the parties hereto irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Alberta.

17.7 The terms and conditions of this Agreement supersede any previous verbal or written agreement between the Underwriters (or any of them) and the Corporation with respect to the subject matter hereof including the underwriting agreement dated February 17, 2015 executed by the Corporation and the Co-Lead Underwriters.

17.8 Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purposes of giving effect to this Agreement and shall use reasonable commercial efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

17.9 TD Securities Inc., CIBC World Markets Inc., Scotia Capital Inc., Desjardins Securities Inc. and National Bank Financial Inc., or their affiliates, own or control an equity interest in TMX Group Limited ("TMX Group") and has a nominee director serving on TMX Group's board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the Toronto Stock Exchange, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

17.10 The Corporation acknowledges and agrees that (i) the issue and sale of the Offered Shares pursuant to this Agreement is an arm's-length commercial transaction between the Corporation, on the one hand, and the Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Corporation, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favour of the Corporation with respect to the Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Corporation on other matters) or any other obligation to the Corporation except the obligations expressly set forth in this Agreement and (iv) the Corporation has consulted its own legal and financial advisors to the extent it deemed appropriate.

[remainder of page intentionally left blank]

If the foregoing is acceptable to you, please signify such acceptance by executing and returning the enclosed copy of this Agreement to the Co-Lead Underwriters. Such acceptance will constitute an agreement for the purchase by the Underwriters and sale by the Corporation of the Common Shares on the terms set out herein. Delivery of a signed counterpart hereof by means of facsimile or electronic mail shall be as effective as delivery of an originally signed counterpart.


RBC DOMINION SECURITIES INC.		TD SECURITIES INC.
Per:	(signed) "Kent Ferguson"	Per:	(signed) "Robert Mason"
BMO NESBITT BURNS INC.		CIBC WORLD MARKETS INC.
Per:	(signed) "Tim Lisevich"	Per:	(signed) "Michael Freeborn"
SCOTIA CAPITAL INC.		BARCLAYS CAPITAL CANADA INC.
Per:	(signed) "David Potter"	Per:	(signed) "Tim Kitchen"
J.P. MORGAN SECURITIES CANADA INC.		MERRILL LYNCH CANADA INC.
Per:	(signed) "Dave J. Harrison"	Per:	(signed) "Jamie Hancock"
CREDIT SUISSE SECURITIES (CANADA), INC.		MORGAN STANLEY CANADA LIMITED
Per:	(signed) "Kelsey Scott"	Per:	(signed) "Aaron Papps"
ALTACORP CAPITAL INC.		BNP PARIBAS (CANADA) SECURITIES INC.
Per:	(signed) "Mark Reynolds"	Per:	(signed) "Daniel Grenier"
DESJARDINS SECURITIES INC.		CORMARK SECURITIES INC.
Per:	(signed) "Alex Shegelman"	Per:	(signed) "Dion Degrand"


FIRSTENERGY CAPITAL CORP.		MACQUARIE CAPITAL MARKETS CANADA LTD.
Per:	(signed) "Robyn Hemminger"	Per:	(signed) "Sandy L. Edmonstone"
		Per:	(signed) "Chad Dundas"
NATIONAL BANK FINANCIAL INC.		PETERS & CO. LIMITED
Per:	(signed) "Craig Langpap"	Per:	(signed) "J.G. (Jeff) Lawson"
RAYMOND JAMES LTD.		UBS SECURITIES CANADA INC.
Per:	(signed) "Jason Holtby"	Per:	(signed) "Jean-Pierre Buyze"
		Per:	(signed) "Ted Larkin"

Accepted and agreed to on February 18, 2015.

CENOVUS ENERGY INC.


Per:		(signed) "Ivor M. Ruste" Executive Vice-President & Chief Financial Officer
Per:		(signed) "Shane D. Cooke" Treasurer

SCHEDULE A

Opinion of Bennett Jones LLP

1.: The authorized share capital of the Corporation consists of an unlimited number of Common Shares, and subject to the restrictions set forth in the articles of the Corporation, an unlimited number of first preferred shares, issuable in series, and an unlimited number of second preferred shares, issuable in series.
2.: The Corporation has the necessary corporate power to enter into and deliver the Underwriting Agreement and to perform its obligations thereunder and to carry out the transactions contemplated thereby, and the Underwriting Agreement has been duly authorized, executed and delivered by the Corporation and is a legal, valid and binding agreement of the Corporation enforceable against the Corporation in accordance with its terms, subject to customary qualifications
3.: All necessary corporate actions have been taken by the Corporation to validly issue the Offered Shares to the Underwriters and, the Corporation having received the consideration for the issue thereof, the Purchased Shares have been validly issued and are outstanding as fully paid and non-assessable shares of the Corporation.
4.: The attributes of the Common Shares of the Corporation conform in all material respects with the description thereof in the Final Prospectuses.
5.: The execution and delivery by the Corporation of, and the performance by the Corporation of its obligations under, the Underwriting Agreement will not contravene any provisions of (i) the articles of amendment or by-laws of the Corporation, (ii) any applicable laws of Canada or the Province of Alberta; or (iii) the agreements listed in Exhibit A hereto, except in the case of (iii), such contraventions that, individually, or in the aggregate, would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Corporation and its Subsidiaries, taken as a whole.
6.: No consent, approval or authorization or order of or registration, qualification, recording or filing with any governmental body or agency is required for the execution, delivery and performance by the Corporation of the Underwriting Agreement or the consummation by the Corporation of the transactions contemplated therein, except such as may have been made or obtained.
7.: All necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the laws of each of the Provinces and Territories in order to qualify the Distribution of the Offered Shares to the public in each of such Provinces and Territories by or through persons duly registered under the applicable laws of such Provinces and Territories who have complied with the relevant provisions of such laws.
8.: Computershare Investor Services Inc. has been duly appointed as the transfer agent and registrar for the Common Shares.
9.: The statements in the Canadian Final Prospectus under the caption "Certain Canadian Federal Income Tax Considerations" fairly summarize the matters referred to therein, subject to specific limitations and qualifications stated or referred to therein and applicable thereto.
10.: Subject to the specific limitations and qualifications stated or referred to therein and applicable thereto, the Offered Shares are qualified investments for certain tax-deferred plans as set forth under the caption "Eligibility for Investment" in the Canadian Final Prospectus as if the reference therein to the date of the prospectus read "as of the Closing Date".
11.: No withholding tax imposed under the federal laws of Canada or the laws of the Province of Alberta will be payable in respect of any commission or fee to be paid by the Corporation pursuant to the Underwriting Agreement to an Underwriter that is not resident in Canada for purposes of the Income Tax Act (Canada), provided that such Underwriter deals at arm's length with the Corporation (as such term is understood for purposes of the Income Tax Act (Canada)), any such commission or fee is payable in respect of services rendered by such Underwriter wholly outside of Canada that are performed in the ordinary course of a business carried on by the Underwriter that includes the performance of such services for a fee and any such amount is reasonable in the circumstances.

EXHIBIT A TO SCHEDULE A

1. Restated Credit Agreement, dated as of September 30, 2011, among Cenovus Energy Inc., as borrower, the financial and other institutions named therein from time to time as lenders and Royal Bank of Canada, as agent, as amended.

SCHEDULE B

Opinion of Paul, Weiss Rifkind, Wharton & Garrison LLP

1.: Each Subsidiary listed on Schedule A hereto (individually a "U.S. Subsidiary" and collectively the "U.S. Subsidiaries") is validly existing and in good standing under the laws of the State of Delaware. Each U.S. Subsidiary has all necessary corporate power to own and hold its properties and conduct its business as described in the Disclosure Package and the U.S. Final Prospectus.
2.: The Underwriting Agreement (to the extent execution and delivery are governed by the laws of the State of New York) has been duly executed and delivered by the Corporation.
3.: The statements in the Disclosure Package and the U.S. Final Prospectus under the heading "Income Tax Considerations — Certain United States Federal Income Tax Considerations," to the extent that they constitute summaries of United States federal law or regulations or legal conclusions, have been reviewed by such counsel and fairly summarize the matters described under that heading in all material respects.
4.: The Registration Statement and the U.S. Final Prospectus, as of their respective effective or issue times, appear on their face to be appropriately responsive in all material respects to the requirements of the U.S. Securities Act and the rules and regulations of the SEC under the U.S. Securities Act, except for the financial statements, financial statement schedules and other financial data included or incorporated by reference in or omitted from either of them, as to which such counsel expresses no opinion; the Form F-X, as of its date, appears on its face to be appropriately responsive in all material respects to the requirements of the U.S. Securities Act.
5.: The issuance and sale of the Purchased Shares by the Corporation, the execution and delivery by the Corporation of the Underwriting Agreement and the performance by the Corporation of its obligations thereunder will not (i) result in a violation of the charter or by-laws of the U.S. Subsidiaries, (ii) breach or result in a default under any agreement, indenture or instrument listed on Schedule B hereto, or (iii) violate the General Corporation Law of the State of Delaware and those laws, rules and regulations of the United States of America and the State of New York ("Applicable Law"), in each case which in such counsel's experience are normally applicable to the transactions of the type contemplated by the Underwriting Agreement or any judgment, order or decree of any New York or federal court or governmental authority binding upon the Corporation listed on a schedule to such counsel's opinion. For purposes of such counsel's opinion letter, "Applicable Law" does not include federal securities laws (except for purposes of the opinion expressed in paragraph 6 below) or state securities laws, anti-fraud laws, or any law, rule or regulation that is applicable to the Corporation, the Purchased Shares, the Underwriting Agreement or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any party to the Underwriting Agreement or any of its affiliates due to the specific assets or business of such party or such affiliate. With respect to clause (ii) above, such counsel expresses no opinion with respect to any provision of any agreement, indenture or instrument listed on Schedule B to the extent that an opinion with respect to such provision would require making any financial, accounting or mathematical calculation or determination, and in the case of clauses (ii) and (iii) above, where the breach, default or violation could not reasonably be expected to have a material adverse effect on the Corporation and its subsidiaries taken as a whole.
6.: No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, which has not been obtained, taken or made is required by the Corporation under any Applicable Law for the issuance and sale of the Purchased Shares by the Corporation, the execution and delivery by the Corporation of the Underwriting Agreement and the performance by the Corporation of its obligations thereunder. For purposes of this opinion, the term "Governmental Authority" means any executive, legislative, judicial, administrative or regulatory body of the State of New York or the United States of America.
7.: The Corporation is not and, after giving effect to the offering and the sale of the Purchased Shares and the application of their proceeds as described in the Disclosure Package and the U.S. Final Prospectus under the heading "Use of Proceeds," will not be required to be registered as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.

In rendering such opinion, such counsel may include customary assumptions and qualifications and may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Corporation and public officials and on the representations and warranties of the Corporation made in the Underwriting Agreement. References to the U.S. Final Prospectus in this paragraph (b) include any supplements thereto at the Closing Date.

Such counsel will state in a separate letter that they have participated in conferences and telephone conversations with representatives of the Underwriters, including their United States and Canadian counsel, officers and other representatives of the Corporation, and the independent registered public accountants for the Corporation, at which the contents of the Registration Statement, the Disclosure Package and the U.S. Final Prospectus and related matters were discussed and, although such counsel has not undertaken to investigate or verify independently, and does not assume responsibility for, the accuracy or completeness or fairness of the statements contained in any of them (other than as explicitly stated in paragraph (iii) above), based upon such participation (and relying as to factual matters to the extent such counsel deems reasonable on officers, employees and other representatives of the Corporation), such counsel's understanding of the U.S. federal securities laws and the experience such counsel has gained in its practice thereunder, such counsel advises that its work in connection with this matter did not disclose any information that caused such counsel to believe that (a) at the time it became effective, the Registration Statement (except for the financial statements, financial statement schedules and other financial or accounting data included or incorporated by reference therein or omitted therefrom or from those documents incorporated by reference, and the information derived from the reports of McDaniel & Associates Consultants Ltd. and GLJ Petroleum Consultants Ltd., independent qualified reserve engineers, included or incorporated by reference into the Registration Statement upon their authority as experts, in each case as to which such counsel expresses no such belief), included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) as of the Initial Sale Time, the Disclosure Package (except for the financial statements, financial statement schedules and other financial or accounting data included or incorporated by reference therein or omitted therefrom or from those documents incorporated by reference, and the information derived from the reports of McDaniel & Associates Consultants Ltd. and GLJ Petroleum Consultants Ltd., independent qualified reserve engineers, included or incorporated by reference into the Disclosure Package upon their authority as experts, in each case as to which such counsel expresses no such belief) included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (c) at the time the U.S. Final Prospectus was issued, at the time any amended or supplemented prospectus was issued, or at the Closing Time, the U.S. Final Prospectus or any amendment or supplement thereto (except for the financial statements, financial statement schedules and other financial or accounting data included or incorporated by reference therein or omitted therefrom or from those documents incorporated by reference, and the information derived from the reports of McDaniel & Associates Consultants Ltd. and GLJ Petroleum Consultants Ltd., independent qualified reserve engineers, included or incorporated by reference into the U.S. Final Prospectus upon their authority as experts, in each case as to which such counsel expresses no such belief) included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

EXHIBIT A

TO SCHEDULE B

DELAWARE SUBSIDIARIES

Name		Percent Ownership

Cenovus US Holdings Inc.		100%

EXHIBIT B

TO SCHEDULE B

1. Indenture, dated as of September 18, 2009, between Cenovus Energy Inc. and The Bank of New York Mellon, as trustee.

2. Indenture, dated as of August 17, 2012, between Cenovus Energy Inc. and The Bank of New York Mellon, as trustee

SCHEDULE C

Issuer Free Writing Prospectuses

Term Sheet dated February 17, 2015 (included in Schedule E)

News Release dated February 17, 2015 as set forth below

Cenovus announces $1.5 billion bought-deal
common share financing

Calgary, Alberta (February 17, 2015) — Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) ("Cenovus") announced today that it has entered into a bought-deal financing agreement to sell 67.5 million common shares ("Common Shares") at a price of $22.25 per share (the "Offering"). The net proceeds of the Offering, combined with the company's $3 billion of undrawn committed credit lines, provide Cenovus with a stronger balance sheet and financial flexibility to pursue its planned capital program.

The Offering will be made through a syndicate of underwriters (the "Underwriters") led by RBC Capital Markets and TD Securities Inc. The gross proceeds from the Offering are expected to be about $1.5 billion. The Offering is subject to customary closing conditions, including receipt of applicable regulatory and stock exchange approvals, and is expected to close on or about March 3, 2015.

Cenovus has granted the Underwriters an Over-Allotment Option to purchase up to an additional 10.125 million Common Shares at the offering price, exercisable for a period of 30 days after closing. If the Over-Allotment Option is exercised in full, the gross proceeds from the Offering are expected to be about $1.73 billion.

Cenovus intends to use the net proceeds from the Offering to partially fund the company's previously announced $1.8 billion to $2.0 billion capital expenditure program for 2015, repay commercial paper outstanding as it matures, and for general corporate purposes.

The company's 2015 capital expenditure program includes forecast investment of between $550 million and $600 million at its Foster Creek oil sands project to fund the continued construction of the phase G expansion and to maintain existing operations. Phase G is expected to add initial design capacity of 30,000 gross barrels per day (bbls/d), with production anticipated in the first half of 2016. At the company's Christina Lake oil sands project, forecast capital expenditures include between $650 million and $700 million to fund the continued construction of the phase F expansion, an optimization program, and to maintain existing operations. Phase F is expected to add design capacity of 50,000 gross bbls/d in the second half of 2016 and the optimization program is expected to add design capacity of 22,000 gross bbls/d in the fourth quarter of 2015. Cenovus has a 50 percent working interest in each of Foster Creek and Christina Lake.

The Common Shares will be offered by way of a short form prospectus in all of the provinces and territories of Canada and will be registered in the United States pursuant to a registration statement filed under the multi-jurisdictional disclosure system. Cenovus has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the "SEC") in respect of the offering to which this communication relates but it has not yet become effective. The Common Shares may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. It is important to read the prospectus in the registration statement and other documents Cenovus has filed with the SEC to get more complete information about Cenovus and the Offering. These documents may be accessed for free by visiting EDGAR at sec.gov. Alternatively, any underwriter or dealer participating in the Offering will arrange to send the prospectus. Potential investors may also request the prospectus from RBC Capital Markets by calling 877-822-4089 (toll free) or TD Securities Inc. at 289-360-2302.

FORWARD-LOOKING INFORMATION

This document contains certain forward-looking statements and other information (collectively "forward-looking information") about Cenovus's current expectations, estimates and projections, made in light of the company's experience and perception of historical trends. Forward-looking information in this document is identified by words such as "anticipate", "believe", "expect", "plan", "forecast", "target", "projected", "future", "could", "should", "focus", "proposed", "schedule", "potential", "capacity", "may", "strategy" or similar expressions and includes suggestions of future outcomes, including statements about planned capital expenditures and the status of projects relative to completion; and statements with respect to the timing of the completion and size of the Offering and the use of the proceeds of the Offering. Readers are cautioned not to place undue reliance on forward-looking information as the company's actual results may differ materially from those expressed or implied.

The factors or assumptions on which the forward-looking information is based include: assumptions disclosed in Cenovus's current guidance; our projected capital investment levels, the flexibility of capital spending plans and the associated source of funding; our ability to obtain necessary regulatory approvals in connection with the Offering; the successful and timely implementation of capital projects or stages thereof and completion of the Offering; and other risks and uncertainties described from time to time in the filings Cenovus makes with securities regulatory authorities.

The risk factors and uncertainties that could cause Cenovus's actual results to differ materially include: risks inherent to completion of the Offering and obtaining the necessary regulatory approvals in connection therewith; the accuracy of cost estimates; volatility of and assumptions regarding oil and gas prices; the effectiveness of the company's risk management program, including the impact of derivative financial instruments, the success of the company's hedging strategies and the sufficiency of the company's liquidity position; the accuracy of cost estimates; fluctuations in commodity prices, currency and interest rates; fluctuations in product supply and demand; market competition, including from alternative energy sources; risks inherent in the company's marketing operations, including credit risks; maintaining desirable ratios of debt to adjusted EBITDA as well as debt to capitalization; the company's ability to access various sources of debt and equity capital, generally, and on terms acceptable to Cenovus; changes in credit ratings applicable to Cenovus or any of its securities; changes to the company's dividend plans or strategy, including the dividend reinvestment plan; accuracy of reserves, resources and future production estimates; Cenovus's ability to replace and expand oil and gas reserves; Cenovus's ability to maintain its relationships with its partners and to successfully manage and operate its integrated heavy oil business; reliability of the company's assets; potential disruption or unexpected technical difficulties in developing new products and manufacturing processes; refining and marketing margins; potential failure of new products to achieve acceptance in the market; unexpected cost increases or technical difficulties in constructing or modifying manufacturing or refining facilities; unexpected difficulties in producing, transporting or refining crude oil into petroleum and chemical products; risks associated with technology and its application to Cenovus's business; the timing and the costs of well and pipeline construction; the company's ability to secure adequate product transportation, including sufficient crude-by-rail or other alternate transportation; changes in the regulatory framework in any of the locations in which Cenovus operates, including changes to the regulatory approval process and land-use designations, royalty, tax, environmental, greenhouse gas, carbon and other laws or regulations, or changes to the interpretation of such laws and regulations, as adopted or proposed, the impact thereof and the costs associated with compliance; the expected impact and timing of various accounting pronouncements, rule changes and standards on Cenovus's business, financial results and its Consolidated Financial Statements; changes in the general economic, market and business conditions; the political and economic conditions in the countries in which Cenovus operates; the occurrence of unexpected events such as war, terrorist threats and the instability resulting therefrom; and risks associated with existing and potential future lawsuits and regulatory actions against Cenovus.

Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof. For a full discussion of our material risk factors, see "Risk Factors" in Cenovus's most recent Annual Information Form/Form 40-F, "Risk Management" in Cenovus's current and annual MD&A and risk factors described in other documents Cenovus files from time to time with securities regulatory authorities, all of which are available on SEDAR at sedar.com and EDGAR at sec.gov.

Cenovus Energy Inc.

Cenovus Energy Inc. is a Canadian integrated oil company. It is committed to applying fresh, progressive thinking to safely and responsibly unlock energy resources the world needs. Operations include oil sands projects in northern Alberta, which use specialized methods to drill and pump the oil to the surface, and established natural gas and oil production in Alberta and Saskatchewan. The company also has 50% ownership in two U.S. refineries. Cenovus shares trade under the symbol CVE and are listed on the Toronto and New York stock exchanges. The company's enterprise value is approximately $23.1 billion.

CENOVUS CONTACTS:


Investor Relations Graham Ingram Senior Analyst, Investor Relations 403-766-2849		Media Brett Harris Media Lead 403-766-3420
Anna Kozicky Senior Analyst, Investor Relations 403-766-4277		Media Relations general line 403-766-7751

SCHEDULE D

Significant Subsidiaries

Cenovus FCCL Ltd.

Cenovus Energy Marketing Services Ltd.

Cenovus US Holdings Inc.

FCCL Partnership

WRB Refining LP

SCHEDULE E

Approved marketing materials

Cenovus Energy Inc.
Treasury Offering of Common Shares
February 17, 2015

An amended and restated preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the amended and restated preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the amended and restated preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The offering will be made in the United States pursuant to the Multi-Jurisdictional Disclosure System ("MJDS"). A registration statement (including a prospectus) relating to these securities has been filed with the U.S. Securities and Exchange Commission (the "SEC") but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Before you invest, you should read the prospectus in that registration statement and other documents Cenovus has filed with the SEC for more complete information about Cenovus and the offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Cenovus, any underwriter or any dealer participating in the offering will arrange to send you the prospectus or you may request it from RBC Capital Markets toll-free at 877-822-4089 or TD Securities Inc. at 289-360-2302.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.


Issuer:		Cenovus Energy Inc. ("Cenovus" or the "Company").
Offering:		Treasury offering of 67,500,000 common shares of Cenovus ("Common Shares"), before giving effect to the over-allotment option.
Offering Price:		C$22.25 per Common Share.
Amount:		C$1,501,875,000 (C$1,727,156,250 to the extent the over-allotment option is exercised in full).
Over-Allotment Option:		The Company has granted the Underwriters an option, exercisable at the Offering Price at any time until 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any and for market stabilization purposes.
Use of Proceeds:		Cenovus intends to use the net proceeds from the Offering to partially fund the Company's previously announced 2015 capital expenditure program, repay commercial paper outstanding as it matures and for general corporate purposes.
Dividends:		Dividends are payable on a quarterly basis on or about the last day of each quarter. It is anticipated that the first dividend to which purchasers of the Common Shares under the Offering will be entitled to participate will be for the dividend payable on March 31, 2015 to holders of record on March 13, 2015.
Offering Basis:		Offered publicly in all Provinces and Territories of Canada, by way of a short form prospectus and in the United States pursuant to the MJDS and internationally as expressly permitted by the Company.
Underwriting Basis:		"Bought Deal" subject to conventional bought deal termination provisions.
Listing:		The existing Common Shares are listed on the TSX and the NYSE under the symbol "CVE".
Eligibility:		The Common Shares will be eligible under applicable Canadian law for RRSPs, RRIFs, DPSPs, TFSAs and RESPs.
Joint Bookrunners:		RBC Capital Markets and TD Securities Inc.
Commission:		3.5%.
Closing:		On or about March 3, 2015.

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Exhibit 3.1

Amended and Restated Underwriting Agreement
Article 1 Definitions
Article 2 Filing of Prospectuses
Article 3 Delivery of the Prospectuses and Related Documents
Article 4 Commercial Copies of Prospectuses
Article 5 Distribution of Common Shares
Article 6 Material Changes
Article 7 Representations, Warranties and Covenants
Article 8 Closing
Article 9 Conditions Precedent
Article 10 Termination
Article 11 Conditions
Article 12 Indemnification and Contribution
Article 13 Expenses
Article 14 Several Obligations
Article 15 Co-Lead Underwriters
Article 16 Notices
Article 17 Miscellaneous
SCHEDULE A Opinion of Bennett Jones LLP
EXHIBIT A TO SCHEDULE A
SCHEDULE B Opinion of Paul, Weiss Rifkind, Wharton & Garrison LLP
EXHIBIT A TO SCHEDULE B
EXHIBIT B TO SCHEDULE B
SCHEDULE C Issuer Free Writing Prospectuses
Cenovus announces $1.5 billion bought-deal common share financing
SCHEDULE D Significant Subsidiaries
SCHEDULE E Approved marketing materials
Cenovus Energy Inc. Treasury Offering of Common Shares February 17, 2015
EX-5.1 3 a2223164zex-5_1.htm EXHIBIT 5.1
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EXHIBIT 5.1

February 24, 2015

Consent of Independent Chartered Accountants

We hereby consent to the incorporation by reference in this amendment no. 2 to the registration statement on Form F-10 of Cenovus Energy Inc. of our report dated February 11, 2015 relating to the consolidated balance sheets as at December 31, 2014 and December 31, 2013 and the consolidated statements of earnings and comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2014 and the effectiveness of internal control over financial reporting of Cenovus Energy Inc. as at December 31, 2014, which appears in Cenovus Energy Inc.'s Annual Report on Form 40-F for the year ended December 31, 2014. We also consent to the reference to us under the heading "Auditor" in such registration statement.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants

PricewaterhouseCoopers LLP
111 5 Avenue SW, Suite 3100, Calgary, Alberta, Canada T2P 5L3
T: +1 403 509 7500, F: +1 403 781 1825, www.pwc.com/ca

"PwC" refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

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EXHIBIT 5.1

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CENOVUS DOWNSTREAM SERVICES LLC

/s/ LARRY A. HOFSTETTER

Larry A. Hofstetter