CALGARY, Alberta, Oct. 05, 2026 (GLOBE NEWSWIRE) — Athabasca Oil Corporation (TSX: ATH) (“Athabasca” or the “Company”) is pleased to announce that it has entered into a definitive arrangement agreement (the “Agreement”) with Cenovus Energy Inc. (“Cenovus”), pursuant to which Cenovus will acquire all of the issued and outstanding common shares of Athabasca (the “Athabasca Shares”) for $12.00 per Athabasca Share (the “Purchase Price”) in a cash-and-share transaction (the “Transaction”). The Transaction implies an equity value for Athabasca of approximately $5.8 billion and is expected to close in December 2026.
“We are immensely proud of what the Athabasca team has built. Through disciplined operational execution, prudent capital allocation and an unwavering focus on per-share value creation, we have transformed Athabasca over the past decade into a financially strong company with a deep portfolio of high-quality assets and delivered exceptional returns for our shareholders,” said Rob Broen, President and Chief Executive Officer of Athabasca.
“This Transaction recognizes the value our team has created and allows Athabasca shareholders to realize substantial value today, with the opportunity to participate in future upside through Cenovus shares. Cenovus is the right long-term operator for these assets, with the scale, financial capacity, technical expertise and proven execution record to accelerate their development and realize their long-term potential. This outcome reflects the commitment and execution of our employees, and I want to thank every member of the Athabasca team for their contribution to our success.”
Strategic Rationale
Footnote: Refer to the “Reader Advisory” section within this news release for additional information on Non‐GAAP Financial Measures.
Notes: 1. Metrics based on enterprise value to Athabasca management’s 2026 exit production and Debt Adjusted Funds Flow forecast. 2026 strip commodity prices (Sept. 28): US$85 WTI, US$15.50 Western Canadian Select heavy differential, C$1.80 AECO, 0.72 C$/US$ FX. 2. Net Asset Value per Share calculated as McDaniel’s Proved plus Probable after-tax NPV10, as at December 31, 2025, adjusted for Net Cash as at June 30, 2026, and the Duvernay Energy minority interest divided by common shares.
Transaction Details
The Transaction will be completed by way of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (Alberta) (the “ABCA”).
Under the terms of the Arrangement, Cenovus will acquire all of the issued and outstanding Athabasca Shares for cash and share consideration currently valued at $12.00 per Athabasca Share (the “Purchase Price”). Athabasca shareholders will have the option to elect to receive (i) $12.00 in cash for each Athabasca Share held; (ii) 0.264 of a Cenovus share for each Athabasca Share held; or (iii) such other proportion of cash and Cenovus shares as specified by the Athabasca shareholder. Shareholders who do not make a valid election will be deemed to have elected to receive default consideration of 100% cash for their Athabasca Shares.
All elections (including deemed elections) will be subject to pro-ration and cash and Cenovus share maximums. The aggregate cash consideration will not exceed 75% of the total consideration payable under the Arrangement, and the aggregate share consideration will not exceed 35% of the total consideration payable under the Arrangement. Accordingly, the aggregate total consideration will comprise between 65% and 75% cash and between 25% and 35% Cenovus shares, based on elections made and deemed to be made. Depending on a particular shareholder’s election or deemed election and pro-rationing, an Athabasca shareholder may ultimately receive entirely cash, entirely Cenovus shares or a combination of both.
The Transaction requires approval by Athabasca’s shareholders at a special meeting of Athabasca shareholders to be called to consider and vote on the Transaction (the “Athabasca Meeting”). The Athabasca Meeting is expected to be held in late November 2026, with the Transaction expected to close in December 2026. Details of the Transaction and the required shareholder vote will be included in a management information circular (“Circular”) that Athabasca expects to mail to Athabasca shareholders and file on SEDAR+ (http://www.sedarplus.com) in early November 2026. All Athabasca shareholders are urged to read the Circular once available as it will contain additional important information concerning the Transaction, including the deadline for making elections to receive cash and/or Cenovus shares.
Completion of the Transaction is subject to certain conditions set forth in the Agreement, including, without limitation, receipt of Athabasca shareholder approval, approval of the Court of King’s Bench of Alberta, applicable regulatory and stock exchange approvals, including under the Competition Act (Canada), and other customary closing conditions.
All of the directors and executive officers of Athabasca have entered into voting support agreements with Cenovus pursuant to which they have agreed, subject to the terms thereof, to vote their Athabasca Shares in favour of the resolutions approving the Transaction.
Recommendation of the Athabasca Board of Directors
The board of directors of Athabasca (the “Athabasca Board”), based in part upon the unanimous recommendation of the Special Committee of the Athabasca Board formed to consider the Transaction (the “Special Committee”) and after seeking and carefully considering advice from its financial and legal advisors, has unanimously determined that the Transaction is in the best interests of Athabasca and is fair to Athabasca shareholders. The Athabasca Board has determined to unanimously recommend that Athabasca shareholders vote in favour of the resolutions approving the Transaction and related matters at the Athabasca Meeting.
Advisors and Fairness Opinions
Peters & Co. Limited (“Peters & Co.”) is acting as exclusive financial advisor to the Company and the Athabasca Board. Peters & Co. has provided a verbal opinion to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by Athabasca shareholders pursuant to the Transaction is fair, from a financial point of view, to Athabasca shareholders.
National Bank of Canada Capital Markets is acting as financial advisor to the Special Committee and has provided a verbal opinion to the Special Committee that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by Athabasca shareholders pursuant to the Transaction is fair, from a financial point of view, to Athabasca shareholders.
Norton Rose Fulbright Canada LLP is acting as legal counsel to the Company. Bennett Jones LLP is acting as independent legal counsel to the Special Committee.
About Athabasca Oil Corporation
Athabasca Oil Corporation is a Canadian energy company with a focused strategy on the development of thermal and light oil assets. Situated in Alberta’s Western Canadian Sedimentary Basin, the Company has amassed a significant land base of extensive, high-quality resources. Athabasca’s light oil assets are held in a private subsidiary (Duvernay Energy Corporation) in which Athabasca owns a 70% equity interest. Athabasca’s common shares trade on the TSX under the symbol “ATH”. For more information, visit www.atha.com.
| For more information, please contact: | |
| Matthew Taylor | Robert Broen |
| Chief Financial Officer | President and CEO |
| 1-403-817-9104 | 1-403-817-9190 |
| mtaylor@atha.com | rbroen@atha.com |
Reader Advisory:
This News Release contains forward-looking information that involves various risks, uncertainties and other factors. All information other than statements of historical fact is forward-looking information. The use of any of the words “anticipate”, “plan”, “project”, “continue”, “maintain”, “may”, “estimate”, “expect”, “will”, “target”, “forecast”, “could”, “intend”, “potential”, “guidance”, “outlook” and similar expressions suggesting future outcome are intended to identify forward-looking information. The forward-looking information is not historical fact, but rather is based on the Company’s current plans, objectives, goals, strategies, estimates, assumptions and projections about the Company’s industry, business and future operating and financial results. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. No assurance can be given that these expectations will prove to be correct and such forward-looking information included in this News Release should not be unduly relied upon. This information speaks only as of the date of this News Release. In particular, this News Release contains forward-looking information pertaining to, but not limited to, the following: the Purchase Price per Athabasca share to be received pursuant to the Transaction; the anticipated benefits of the Transaction to Athabasca shareholders, including but not limited to near-term liquidity and value certainty and participation in future upside of Cenovus; the anticipated timing for closing of the Transaction; the expectation that the Transaction reduces Athabasca shareholders’ exposure to future volatility associated with commodity prices, regulatory and fiscal policy, and the execution of Athabasca’s standalone growth plans; the expectations that the Transaction will bring forward substantial value from Athabasca’s standalone growth plans including the Leismer expansion, Corner development and Duvernay Energy; the anticipated accelerated development of Athabasca’s assets under Cenovus’s ownership, including the advancement of Corner Phases 2 and 3 and further Leismer expansions beyond the timelines contemplated in Athabasca’s standalone plans; the expectations that consolidating Cenovus and Athabasca assets in the McMurray fairway will generate significant operational and development synergies to enhance asset value; the expectations that the consolidated ownership of Duvernay Energy under Cenovus as a result of the Transaction will simplify development planning, accelerate development, drive growth, capture value and complement Cenovus’s conventional business; the anticipated timing for holding of the Athabasca Meeting; the expected timing of the mailing and contents of the Circular; and other similar statements.
In addition, information and statements in this News Release relating to “Reserves” and “Resources” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves and resources described exist in the quantities predicted or estimated, and that the reserves and resources described can be profitably produced in the future. With respect to forward-looking information contained in this News Release, assumptions have been made regarding, among other things: the timely completion of the Transaction and the satisfaction of the conditions to which the Transaction is subject to; the approval of the Transaction at the Athabasca Meeting; Athabasca’s standalone plan; regulatory and government approvals for the Transaction, including approval of the Court of King’s Bench of Alberta and receipt of applicable regulatory and stock exchange approvals, in each case on the anticipated timelines; the realization of anticipated benefits of the Transaction including significant operational and development synergies; commodity prices; the regulatory framework governing royalties, taxes and environmental matters in the jurisdictions in which the Company conducts and will conduct business and the effects that such regulatory framework will have on the Company, including on the Company’s financial condition and results of operations; the Company’s financial and operational flexibility; the Company’s financial sustainability; Athabasca’s cash flow break-even commodity prices; the Company’s ability to obtain qualified staff and equipment in a timely and cost-efficient manner; the applicability of technologies for the recovery and production of the Company’s reserves and resources; future capital expenditures to be made by the Company; future sources of funding for the Company’s capital programs; the Company’s future debt levels; future production levels; the Company’s ability to obtain financing and/or enter into joint venture arrangements, on acceptable terms as permitted under the Agreement; operating costs; compliance of counterparties with the terms of contractual arrangements; impact of increasing competition globally; collection risk of outstanding accounts receivable from third parties; geological and engineering estimates in respect of the Company’s reserves and resources; recoverability of reserves and resources; the geography of the areas in which the Company is conducting exploration and development activities and the quality of its assets. Certain other assumptions related to the Company’s Reserves and Resources are contained in the report of McDaniel & Associates Consultants Ltd. (“McDaniel”) evaluating Athabasca’s Proved Reserves, Probable Reserves and Contingent Resources as at December 31, 2025 (which is referred to herein as the “McDaniel Report”).
Actual results could differ materially from those anticipated in this forward-looking information as a result of significant known and unknown risks and uncertainties. Factors that could cause actual results to vary from forward-looking information or may affect the operations, performance, development and results of Athabasca’s businesses include: the risk that the Transaction may be varied, accelerated or terminated in certain circumstances; risks relating to the outcome of the Transaction, including the risks associated with approval at the Athabasca Meeting; the risk that the conditions to the Transaction may not be satisfied, or to the extent permitted, waived, including the risk that required regulatory approvals may not be received in a timely manner or at all; fluctuations in the market price of Cenovus shares and the resulting value of the share consideration; the risk that the anticipated benefits of the Transaction may not be realized in the manner or on the timelines anticipated or at all; weakness in the oil and gas industry; exploration, development and production risks; prices, markets and marketing; market conditions; trade relations and tariffs; climate change and carbon pricing risk; statutes and regulations regarding the environment; regulatory environment and changes in applicable law; gathering and processing facilities, pipeline systems and rail; reputation and public perception of the oil and gas sector; environment, social and governance goals; political uncertainty; state of capital markets; ability to finance capital requirements; access to capital and insurance; abandonment and reclamation costs; changing demand for oil and natural gas products; anticipated benefits of acquisitions and dispositions; royalty regimes; foreign exchange rates and interest rates; reserves; hedging; operational dependence; operating costs; project risks; supply chain disruption; financial assurances; diluent supply; third party credit risk; Indigenous claims; reliance on key personnel and operators; income tax; cybersecurity; advanced technologies; hydraulic fracturing; liability management; seasonality and weather conditions; unexpected events; internal controls; evolving corporate governance, sustainability and reporting framework; limitations of insurance; litigation; natural gas overlying bitumen resources; competition; chain of title and expiration of licenses and leases; breaches of confidentiality; new industry related activities or new geographical areas; water use restrictions and/or limited access to water; relationship with Duvernay Energy Corporation; management estimates and assumptions; third-party claims; conflicts of interest; inflation and cost management; credit ratings; growth management; impact of pandemics; ability of investors resident in the United States to enforce civil remedies in Canada; and risks related to Athabasca’s debt and securities. All subsequent forward-looking information, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Further information regarding the assumptions and risks inherent in the making of forward-looking statements and in respect of the Transaction will be found in the Circular, along with Athabasca’s other public disclosure documents, including the Company’s Annual Information Form dated March 4, 2026, which are available on SEDAR+ at www.sedarplus.ca.
Also included in this News Release are estimates of Athabasca’s 2026 production and Debt Adjusted Funds Flow, which are based on the various assumptions as to production levels, commodity prices, currency exchange rates and other assumptions disclosed in this News Release. To the extent any such estimate constitutes a financial outlook, it was approved by management and the Board of Directors of Athabasca and is included to provide readers with an understanding of the Company’s outlook. Management does not have firm commitments for all of the costs, expenditures, prices or other financial assumptions used to prepare the financial outlook or assurance that such operating results will be achieved and, accordingly, the complete financial effects of all of those costs, expenditures, prices and operating results are not objectively determinable. The actual results of operations of the Company and the resulting financial results may vary from the amounts set forth herein, and such variations may be material. The outlook and forward-looking information contained in this News Release were made as of the date of this News Release and the Company disclaims any intention or obligations to update or revise such outlook and/or forward-looking information, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.
Oil and Gas Information
“BOEs” may be misleading, particularly if used in isolation. A BOE conversion ratio of six thousand cubic feet of natural gas to one barrel of oil equivalent (6 Mcf: 1 bbl) is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. As the value ratio between natural gas and crude oil based on the current prices of natural gas and crude oil is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.
Reserves Information
The McDaniel Report was prepared using the assumptions and methodology guidelines outlined in the COGE Handbook and in accordance with National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, effective December 31, 2025. There are numerous uncertainties inherent in estimating quantities of bitumen, light crude oil and medium crude oil, tight oil, conventional natural gas, shale gas and natural gas liquids reserves and the future cash flows attributed to such reserves. The reserve and associated cash flow information set forth above are estimates only. In general, estimates of economically recoverable reserves and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, production rates, ultimate reserve recovery, timing and amount of capital expenditures, marketability of oil and natural gas, royalty rates, the assumed effects of regulation by governmental agencies and future operating costs, all of which may vary materially. For those reasons, estimates of the economically recoverable reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery and estimates of future net revenues associated with reserves prepared by different engineers, or by the same engineers at different times, may vary. The Company’s actual production, revenues, taxes and development and operating expenditures with respect to its reserves will vary from estimates thereof and such variations could be material. Reserves figures described herein have been rounded to the nearest MMbbl or MMboe. For additional information regarding the consolidated reserves and information concerning the resources of the Company as evaluated by McDaniel in the McDaniel Report, please refer to the Company’s AIF.
Reserves Values (i.e., Net Asset Value) is calculated using the estimated net present value of all future net revenue from Athabasca’s reserves, before income taxes discounted at 10%, as estimated by McDaniel effective December 31, 2025 and based on average pricing of McDaniel, Sproule and GLJ as of January 1, 2026, and adjusted for Net Cash as at June 30, 2026 and the Duvernay Energy minority interest.
Non-GAAP and Other Financial Measures
“Debt Adjusted Funds Flow” is a financial measure contained in this News Release that does not have a standardized meaning prescribed by IFRS and is considered to be a non-GAAP financial measure. It is not intended to represent cash flow from operating activities, net earnings or other measures of financial performance calculated in accordance with IFRS. The Debt Adjusted Funds Flow measure allows management and others to evaluate the Company’s ability to fund its capital programs and meet its ongoing financial obligations using cash flow internally generated from ongoing operating related activities excluding interest costs related to debt instruments. This non-GAAP financial measure may not be comparable to similar measures presented by other issuers and should not be considered in isolation with measures that are prepared in accordance with IFRS. Net Cash is a supplementary financial measure.