Form 425 ENCANA CORP Filed by: ENCANA CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

November 6, 2019

Date of Report (Date of earliest event reported)

Encana Corporation

(Exact name of registrant as specified in its charter)

Suite 4400, 500 Centre Street SE, PO Box 2850

Calgary, Alberta, Canada, T2P 2S5

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (403) 645-2000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Encana Corporation (“Encana”) previously announced on October 31, 2019 its intention to establish corporate domicile in the United States. Encana is proposing and will be submitting to the holders (“Encana Shareholders”) of common shares of Encana (the “Encana Common Shares”) and the holders (“Encana Incentive Awardholders” and together with the Encana Shareholders, the “Encana Securityholders”) of incentive awards of Encana for approval, a special resolution approving the corporate reorganization of Encana. The proposed reorganization transactions (the “Reorganization”) include (i) a proposed plan of arrangement under the Canada Business Corporations Act, pursuant to which, among other things, Encana will complete a share consolidation on the basis of one post-consolidation share for each five pre-consolidation shares and a wholly-owned subsidiary of Encana named “Ovintiv Inc.” (“Ovintiv”) will ultimately acquire all of the issued and outstanding Encana Common Shares in exchange for shares of Ovintiv on a one-for-one basis and become the parent company of Encana and its subsidiaries (collectively, the “Arrangement”), and (ii) as soon as practicable following completion of the Arrangement, Ovintiv migrating out of Canada and becoming a Delaware corporation. After the Reorganization is complete, Encana Shareholders will hold one share of common stock, par value US$0.01 per share, of Ovintiv, a Delaware corporation, for each five Encana Common Shares owned immediately prior to the Reorganization, but the business, assets, liabilities, directors and officers of Ovintiv will continue to be the same as the business, assets, liabilities, directors and officers of Encana immediately prior to the Reorganization. To be effective, the special resolution approving the Reorganization must be approved, with or without variation, by the affirmative vote of at least two-thirds of the votes cast on the resolution, in person or by proxy, by both (i) Encana Shareholders and Encana Incentive Awardholders, voting together as a single class, and (ii) Encana Shareholders, voting separately.

In connection with the Reorganization, on November 6, 2019, 1847432 Alberta ULC (“184Co”), which is currently a wholly-owned subsidiary of Encana and will be a predecessor of Ovintiv following the completion of the Reorganization, filed a Registration Statement on Form S-4 (the “Registration Statement”), which includes a preliminary prospectus of Ovintiv and preliminary proxy statement of Encana (the “Proxy Statement/Prospectus”), with the Securities and Exchange Commission (the “SEC”). The information in the Registration Statement, including the information in the Proxy Statement/Prospectus, is subject to completion and amendment.

A copy of the preliminary Proxy Statement/Prospectus is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Important Information for Investors and Securityholders

This communication is not intended to and does not constitute an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities or solicitation of any vote or approval in any jurisdiction in contravention of applicable law. In connection with the proposed corporate reorganization that includes, among other things, the redomicile, Encana’s subsidiary 1847432 Alberta ULC, a predecessor to Ovintiv Inc. (“Ovintiv”), has filed a registration statement on Form S-4, which includes Ovintiv’s preliminary prospectus as well as Encana’s preliminary proxy statement (the “Proxy Statement/Prospectus”), with the U.S. Securities and Exchange Commission (the “SEC”) and Canadian securities regulatory authorities. Encana plans to mail the definitive Proxy Statement/Prospectus to its shareholders and holders of its equity incentives in connection with the proposed corporate reorganization. INVESTORS AND SECURITYHOLDERS OF ENCANA ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENCANA, OVINTIV, THE CORPORATE REORGANIZATION AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the definitive Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Encana or Ovintiv through the website maintained by the SEC at www.sec.gov. Investors and securityholders will also be able to obtain free copies of the definitive Proxy Statement/Prospectus (when available) and other documents filed with Canadian securities regulatory authorities by Encana, through the website maintained by the Canadian Securities Administrators at www.sedar.com. In addition, investors and securityholders will be able to obtain free copies of the documents filed with the SEC and Canadian securities regulatory authorities on Encana’s website at www.encana.com or by contacting Encana’s Corporate Secretary.

Participants in the Solicitation

Encana and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed corporate reorganization. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the securityholders of Encana in connection with the corporate reorganization, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the definitive Proxy Statement/Prospectus described above when it is filed with the SEC and Canadian securities regulatory authorities. Additional information regarding Encana’s directors and executive officers is also included in Encana’s Notice of Annual Meeting of Shareholders and 2019 Proxy Statement, which was filed with the SEC and Canadian securities regulatory authorities on March 14, 2019. This document is available free of charge as described above.

ADVISORY REGARDING FORWARD-LOOKING STATEMENTS – This communication contains forward-looking statements or information (collectively, “FLS”) within the meaning of applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. FLS include: completion and timing of the proposed corporate reorganization (including name change, share consolidation and U.S. domestication) and the benefits thereof, including opportunity to enhance long-term value for shareholders, liquidity and capital market access, exposure to larger pools of investment, comparability with U.S. peers, and increase in passive and index ownership; benefits of the new brand and logo; estimated tax impacts and other costs to the company and shareholders; timing of the special meeting of securityholders; the company’s sustainable business roadmap and elements thereof; improvements in returns and cash flow; and anticipated changes to debt rating. FLS involve assumptions, risks and uncertainties that may cause such statements not to occur or results to differ materially. These assumptions include: the ability to receive, in a timely manner and on satisfactory terms, required securityholder, stock exchange and court approvals; future commodity prices and differentials; assumptions in corporate guidance; data contained in key modeling statistics; availability of attractive hedges and enforceability of risk management program; access to transportation and processing facilities; and expectations and projections made in light of Encana’s historical experience and its perception of historical trends. Risks and uncertainties include: ability to achieve anticipated benefits of the corporate reorganization; receipt of securityholder, stock exchange and court approvals and satisfaction of other conditions; risks relating to the new company following the reorganization, including triggering provisions in certain agreements; publicity resulting from the reorganization and impacts to the company’s business and share price; ability to generate sufficient cash flow to meet obligations; commodity price volatility; ability to secure adequate transportation and potential pipeline curtailments; timing and costs of well, facilities and pipeline construction; business interruption, property and casualty losses or unexpected technical difficulties; counterparty and credit risk; impact of changes in credit rating and access to liquidity, including ability to issue commercial paper; currency and interest rates; risks inherent in Encana’s corporate guidance; changes in or interpretation of laws or regulations; risks associated with existing or potential lawsuits and regulatory actions; impact of disputes arising with partners, including suspension of certain obligations and inability to dispose of assets or interests in certain arrangements; and other risks and uncertainties as described in Encana’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q and as described from time to time in Encana’s other periodic filings as filed on SEDAR and EDGAR.

Although Encana believes such FLS are reasonable, there can be no assurance they will prove to be correct. The above assumptions, risks and uncertainties are not exhaustive. FLS are made as of the date hereof and, except as required by law, Encana undertakes no obligation to update or revise any FLS.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 6, 2019

Exhibit 99.1

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus 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.

PRELIMINARY – SUBJECT TO COMPLETION – DATED NOVEMBER 6, 2019

PROXY STATEMENT/PROSPECTUS

PROPOSED REORGANIZATION – YOUR VOTE IS IMPORTANT

As previously announced on October 31, 2019, Encana Corporation (“Encana”), a Canadian corporation, is proposing and submitting to the holders (“Encana Shareholders”) of common shares of Encana (the “Encana Common Shares”) and the holders (“Encana Incentive Awardholders”, and together with the Encana Shareholders, the “Encana Securityholders”) of incentive awards of Encana (“Encana Incentive Awards”) for approval, a corporate reorganization of Encana that is described in detail below.

In order to implement the corporate reorganization, a special meeting of Encana Securityholders will be held at the Oddfellows Building, Ballroom (Floor 4), 100 – 6^th Avenue S.W., Calgary, Alberta, at [●] (Mountain Time) on [●], 2020 (the “Meeting”), at which Encana Securityholders will be asked to consider a resolution (the “Reorganization Resolution”) to approve a series of proposed reorganization transactions (the “Reorganization”), which will include (i) a proposed plan of arrangement under the Canada Business Corporations Act (the “CBCA”), pursuant to which, among other things, Encana will complete a share consolidation on the basis of one post-consolidation share for each five pre-consolidation shares (the “Share Consolidation”) and a wholly-owned subsidiary of Encana named “Ovintiv Inc.” (“Ovintiv”) will ultimately acquire all of the issued and outstanding Encana Common Shares in exchange for shares of Ovintiv on a one-for-one basis and become the parent company of Encana and its subsidiaries (collectively, the “Arrangement”), and (ii) as soon as practicable following completion of the Arrangement, Ovintiv migrating out of Canada and becoming a Delaware corporation (the “U.S. Domestication”). After the Reorganization is complete, Encana Shareholders will hold one share of common stock, par value US$0.01 per share (“Common Stock”) of Ovintiv, a Delaware corporation, for each five Encana Common Shares owned immediately prior to the Reorganization, but the business, assets, liabilities, directors and officers of Ovintiv will continue to be the same as the business, assets, liabilities, directors and officers of Encana immediately prior to the Reorganization.

The board of directors of Encana (the “Encana Board”) unanimously recommends that Encana Securityholders vote FOR the Reorganization Resolution.

The Encana Board believes that the opportunity to enhance long-term value for shareholders will be greater as a U.S. company than as a Canadian company. Despite significantly and strategically repositioning our multi-basin portfolio in North America’s top liquids-rich basins while constantly innovating to drive quality returns and corporate financial performance, the Encana Board believes our valuation continues to be disconnected from our U.S. peers. This is due, in part, to our inability to access certain pools of capital in the United States that are limited in investing in securities of foreign companies. We believe as a U.S. company, we may be able to attract deeper and growing pools of passive investment capital in the U.S., particularly when our shares are able to be included in U.S. stock market indices and other investment vehicles that only include securities of U.S.-domiciled companies. The Encana Board believes the Reorganization will help capture the value we deeply believe exists within our company.

We believe the company is uniquely positioned in the exploration and production industry, with our abilities to generate free cash flow, return cash to shareholders and provide industry-competitive liquids growth from our multi-basin portfolio of assets in North America. We have strong connections to the United States, including (i) over 80% of our 2019 capital investments being made in the U.S., (ii) being listed on the New York Stock Exchange (the “NYSE”), (iii) having a majority of our operations, employees and shareholders located in the U.S., and (iv) complying with U.S. Securities and Exchange Commission (“SEC”) reporting requirements as a U.S. domestic issuer. Despite this, we do not believe we are perceived as a company with a substantial U.S. presence, but as a Canadian company with some U.S. operations. The Encana Board believes that by not being recognized among our U.S. peers, we may be prevented from maximizing certain opportunities and relationships with our U.S. stakeholders. Through the Reorganization, we will unambiguously establish ourselves as a U.S.-based company, which the Encana Board believes will level the playing field with our principal competitors, most of which are U.S.-based companies.

Adopting a new corporate name reflects our transformation and articulates our vision for the future – to make modern life possible for all. Today, we are a leader in the next generation of oil and gas exploration and production companies working to improve lives and driving progress – not just in the communities where we operate, but for everyone. “Ovintiv” stands for our commitment to deliver unmatched value through continuous innovation, while our new logo symbolizes the human connection made possible by the safe, reliable and affordable energy we produce. Through focused innovation, we are able to bring together the brightest minds, operating excellence and emerging technologies to create industry-leading improvements that maximize our operational, financial, safety and environmental performance.

We have a long and proud history in Canada. Following the U.S. Domestication, we will maintain our existing Canadian presence with a business office in Calgary, Alberta, and field offices in Alberta, British Columbia and Nova Scotia to operate our portfolio of Canadian crude oil, natural gas liquids, condensate and natural gas properties and related assets. The Encana Board does not believe that the Reorganization will detract from our commitment to our business, employees, landowners, suppliers, lenders, partners and federal, provincial and local governments in Canada, and we intend to continue our productive relationships with our Canadian stakeholders.

The Encana Board further believes that conducting a share consolidation as part of the Reorganization will enhance comparability to our U.S. peers and reduce the volatility of our shares. Shares of Common Stock of Ovintiv are anticipated to begin trading on the NYSE and the Toronto Stock Exchange (the “TSX”) promptly following the date the Reorganization becomes effective under the CBCA (the “Effective Date”). See “The Reorganization – Certain Legal and Regulatory Matters – Stock Exchange Listings”.

For Encana Shareholders, much will remain unchanged following the Reorganization. The shareholders of Ovintiv will be the same persons who were Encana Shareholders immediately prior to the Reorganization (other than Dissenting Shareholders (as defined herein)). However, given the differences between the laws of Canada and Delaware law, your rights as a shareholder of Encana and a shareholder of Ovintiv will be different. In addition, there are differences between Encana’s existing articles of incorporation and by-law and Ovintiv’s Certificate of Incorporation (the “Ovintiv Certificate of Incorporation”) and bylaws (the “Ovintiv Bylaws”) as they will be in effect upon the completion of the Reorganization. See “Comparison of Rights of Encana Shareholders and Ovintiv Stockholders” and “Description of Ovintiv Capital Stock”.

The Encana Board weighed the estimated corporate tax liability arising from the Reorganization and, with the assistance of professional advisors and based on and subject to current assumptions and market value, does not anticipate we will incur material corporate-level Canadian or United States federal income tax in connection with the Reorganization. See “Risk Factors – The Reorganization may result in material Canadian federal income tax (including material Canadian “emigration tax”) and/or material U.S. federal income tax for Encana or Ovintiv”.

The Reorganization may have different tax consequences for Encana Shareholders resident in Canada and the United States. The Canadian federal income tax consequences of the Reorganization for Encana Shareholders will depend on a number of factors. See “The Reorganization – Particulars of the Reorganization” and “Certain Canadian Federal Income Tax Considerations”. As described in more detail in the section of the Proxy Statement/Prospectus entitled “Certain Canadian Federal Income Tax Considerations”, there are circumstances where the disposition of Encana Common Shares pursuant to the Reorganization may be a taxable transaction to an Encana Shareholder for Canadian federal income tax purposes. The U.S. federal income tax consequences of the Reorganization to U.S. Holders will also depend on a number of factors and certain U.S. Holders may be subject to U.S. federal income taxation in connection with the Reorganization. See “Certain U.S. Federal Income Tax Considerations”. Encana Shareholders are urged to carefully read the sections of the Proxy Statement/Prospectus entitled “Certain Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations”, as applicable, and to consult with their own tax and other advisors.

Subject to the satisfaction or waiver of all other conditions precedent, if both (i) Encana Shareholders and Encana Incentive Awardholders, voting together as a single class, and (ii) Encana Shareholders, voting separately, approve the Reorganization Resolution, it is anticipated that the Reorganization will be completed as soon as practicable following the approval of the Court of Queen’s Bench of Alberta (the “Court”) in respect of the Arrangement.

This Proxy Statement/Prospectus is dated [●], 2019 and is first being mailed to Encana Shareholders of record on or about [●], 2019.

We urge you to read this Proxy Statement/Prospectus and the documents incorporated by reference herein carefully and in their entirety. In particular, you should consider the matters discussed in the section entitled “Risk Factors”, beginning on page 33 of this Proxy Statement/Prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission or Canadian securities regulatory authority has approved or disapproved of the securities to be issued in connection with the Reorganization described in this Proxy Statement/Prospectus or determined if this Proxy Statement/Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

[●], 2019

Dear Encana Securityholders:

You are invited to attend a special meeting (the “Meeting”) of the holders (“Encana Shareholders”) of common shares (the “Encana Common Shares”) and the holders (“Encana Incentive Awardholders”, and together with the Encana Shareholders, the “Encana Securityholders”) of incentive awards (“Encana Incentive Awards”) of Encana Corporation (“Encana”) to be held at the Oddfellows Building, Ballroom (Floor 4), 100 – 6^th Avenue S.W., Calgary, Alberta, at [●] (Mountain Time) on [●], 2020.

The Reorganization

At the Meeting, Encana Securityholders will be asked to consider a resolution (the “Reorganization Resolution”) to approve a series of proposed reorganization transactions (the “Reorganization”), which will include (i) a proposed plan of arrangement under the Canada Business Corporations Act (“CBCA”) involving, among others, Encana, Encana Securityholders and a wholly-owned subsidiary of Encana named “Ovintiv Inc.” (“Ovintiv”), pursuant to which, among other things, Encana will complete a share consolidation on the basis of one post-consolidation share for each five pre-consolidation shares, and Ovintiv will ultimately acquire all of the issued and outstanding Encana Common Shares in exchange for shares of Ovintiv on a one-for-one basis and become the parent company of Encana and its subsidiaries (collectively, the “Arrangement”), and (ii) as soon as practicable following the Arrangement, Ovintiv migrating out of Canada and becoming a Delaware corporation (the “U.S. Domestication”), as more fully described in the enclosed proxy statement/management information circular and prospectus dated [●], 2019 (the “Proxy Statement/Prospectus”). After the Reorganization is complete, Encana Shareholders will hold one share of common stock, par value US$0.01 per share (“Common Stock”), of Ovintiv, a Delaware corporation, for each five Encana Common Shares owned immediately prior to the Reorganization, but the business, assets, liabilities, directors and officers of Ovintiv will continue to be the same as the business, assets, liabilities, directors and officers of Encana immediately prior to the Reorganization.

Board of Directors Recommendation

The board of directors of Encana (the “Encana Board”) unanimously recommends that Encana Securityholders vote FOR the Reorganization Resolution. In making its determination, the Encana Board considered a number of factors as described in the Proxy Statement/Prospectus under “The Reorganization – Reasons for the Reorganization”.

Tax Treatment for Encana Shareholders

The Reorganization may have different tax consequences for Encana Shareholders resident in Canada and the United States. Encana Shareholders are urged to carefully read the sections of the Proxy Statement/Prospectus entitled “Certain Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations” and to consult with their own tax and other advisors.

Reorganization Completion Date

Subject to the satisfaction or waiver of all other conditions precedent, if both (i) Encana Shareholders and Encana Incentive Awardholders, voting together as a single class, and (ii) Encana Shareholders, voting separately, approve the Reorganization Resolution, it is anticipated that the Reorganization will be completed as soon as practicable following the approval of the Court of Queen’s Bench of Alberta in respect of the Arrangement.

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Please refer to the Proxy Statement/Prospectus for a more detailed description of the Reorganization and a more detailed description of Encana’s reasons for the Reorganization and the risk factors relating to the Reorganization. Please give the Proxy Statement/Prospectus your careful consideration and consult your financial, tax or other professional advisors regarding the consequences of the Reorganization to you.

The board of directors of Encana unanimously recommends that Encana Securityholders vote FOR the Reorganization Resolution.

Voting Your Encana Common Shares and/or Encana Incentive Awards

Your vote is very important regardless of the number of Encana Common Shares or Encana Incentive Awards that you own. Enclosed with this letter is the Notice of Special Meeting and Proxy Statement/Prospectus and a form of proxy or voting instruction form.

If you are unable to attend the Meeting in person please complete and deliver either the enclosed form of proxy or voting instruction form, as applicable, on the Internet, or by telephone, mail or fax, so that it is received prior to [●] (Mountain Time) on [●], 2020, to ensure your representation at the Meeting.

If you require assistance with voting your Encana Common Shares or Encana Incentive Awards, please contact Encana’s proxy solicitors, Kingsdale Advisors or Innisfree M&A Incorporated, as follows:

Kingsdale Advisors 130 King Street West, Suite 2950, P.O. Box 361 Toronto, Ontario M5X 1E2 Call Toll-Free (within North America): 1-866-229-8166 Call Collect (outside North America): 1-416-867-2272		Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 Call Toll-Free (within North America): 1-877-800-5192 Call Collect (outside North America): 1-212-750-5833

On behalf of Encana, I would like to thank you for your continuing support.

Sincerely,

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NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS

NOTICE IS HEREBY GIVEN that, pursuant to an order of the Court of Queen’s Bench of Alberta (the “Court”) dated [●], 2019 (the “Interim Order”), a special meeting (such meeting and any adjournments and postponements thereof referred to as the “Meeting”) of holders (“Encana Shareholders”) of common shares (“Encana Common Shares”) and holders (“Encana Incentive Awardholders”, and together with the Encana Shareholders, the “Encana Securityholders”) of incentive awards (“Encana Incentive Awards”) of Encana Corporation (“Encana”) will be held at the Oddfellows Building, Ballroom (Floor 4), 100 – 6^th Avenue S.W., Calgary, Alberta, at [●] (Mountain Time) on [●], 2020, for the following purposes:

This notice of special meeting of Encana Securityholders (the “Notice of Special Meeting”) and the accompanying Proxy Statement/Prospectus are available on Encana’s website at www.encana.com, on SEDAR at www.sedar.com and on the SEC’s website at www.sec.gov.

The directors have fixed the close of business on [●], 2019 as the record date for determining Encana Securityholders who are entitled to attend and vote at the Meeting (the “Record Date”). Only Encana Shareholders and Encana Incentive Awardholders whose names have been entered in the registers of Encana Shareholders and Encana Incentive Awardholders, respectively, as of the close of business on the Record Date are entitled to receive notice of and vote at the Meeting.

Encana Securityholders who are unable to attend the Meeting are encouraged to complete, sign and return the enclosed form of proxy. To be valid, proxies must be received by Encana’s transfer agent, AST Trust Company (Canada), at its Toronto office (AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1) no later than [●] (Mountain Time) on [●], 2020 or, if the Meeting is adjourned or postponed, by no later than 48 hours (excluding Saturday, Sunday and statutory holidays in Canada and the U.S.) before the Meeting resumes. Notwithstanding the foregoing, the Chairman of the Meeting has the discretion to accept proxies received after such deadline and the time limit for deposit of proxies may be waived or extended by the Chairman of the Meeting at his or her discretion, without notice.

If you are a beneficial (non-registered) holder of Encana Common Shares and receive these materials through a broker, bank, trust company or other intermediary or nominee, you must provide your voting instructions or complete, sign and return the voting instruction form in accordance with the instructions provided by your broker, bank, trust company or other intermediary or nominee.

Encana Securityholders who are planning to return the form of proxy or voting instruction form are encouraged to review the Proxy Statement/Prospectus carefully before submitting such form.

Pursuant to the Interim Order, registered Encana Shareholders have the right to dissent with respect to the Reorganization Resolution and, if the Reorganization becomes effective, to be paid the fair value of their Encana

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Common Shares in accordance with the provisions of Section 190(1) of the CBCA, as modified by the Interim Order and the plan of arrangement, which will effect the Arrangement under the CBCA (the “Plan of Arrangement”). Registered Encana Shareholders who wish to dissent must provide a written objection to the Reorganization Resolution (a “Dissent Notice”) to Encana, c/o Blake, Cassels & Graydon LLP, Suite 3500, 855 – 2^nd Street S.W., Calgary, Alberta, T2P 4J8, Attention: Chad Schneider, which Dissent Notice must be received by 5:00 p.m. (Mountain Time) on [●], 2020, or such day that is two Business Days immediately preceding the date that any adjournment or postponement of the Meeting is reconvened, and must otherwise strictly comply with the dissent procedures prescribed by the CBCA, as modified by the Interim Order and the Plan of Arrangement. An Encana Shareholder’s right to dissent is more particularly described in the Proxy Statement/Prospectus under the heading “The Reorganization – Dissenting Shareholder Rights”. A copy of the Plan of Arrangement is attached as Schedule A to the Arrangement and Reorganization Agreement, which is set forth in Appendix B to the Proxy Statement/Prospectus. Copies of the text of Section 190 of the CBCA and the Interim Order are set forth in Appendices C and D, respectively, to the Proxy Statement/Prospectus.

Persons who are beneficial owners of Encana Common Shares registered in the name of a broker, bank, trust company or other intermediary or nominee who wish to dissent should be aware that only registered Encana Shareholders are entitled to dissent. Accordingly, a beneficial owner of Encana Common Shares desiring to exercise this right must make arrangements for the Encana Common Shares beneficially owned by such Encana Shareholder to be registered in the Encana Shareholder’s name prior to the time the Dissent Notice is required to be received by Encana, or, alternatively, make arrangements for the registered holder of such Encana Common Shares to dissent on the Encana Shareholder’s behalf. An Encana Shareholder that votes in favor of the Reorganization Resolution will not be entitled to dissent rights but an Encana Shareholder’s failure to vote against the Reorganization Resolution will not constitute a waiver of such shareholder’s dissent rights and a vote against the Reorganization Resolution will not be deemed to satisfy notice requirements under the CBCA with respect to dissent rights.

It is strongly suggested that any Encana Shareholder wishing to dissent seek independent legal advice, as the failure to strictly comply with the requirements set forth in Section 190(1) of the CBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent.

If you have any questions about the information contained in this Notice of Special Meeting and the accompanying Proxy Statement/Prospectus or require assistance in voting your Encana Common Shares, please contact Encana’s proxy solicitors, Kingsdale Advisors or Innisfree M&A Incorporated, as follows:

Kingsdale Advisors 130 King Street West, Suite 2950, P.O. Box 361 Toronto, Ontario M5X 1E2 Call Toll-Free (within North America): 1-866-229-8166 Call Collect (outside North America): 1-416-867-2272		Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 Call Toll-Free (within North America): 1-877-800-5192 Call Collect (outside North America): 1-212-750-5833

DATED at Calgary, Alberta this [●] day of [●], 2019.

BY ORDER OF THE BOARD OF DIRECTORS

Joanne L. Alexander

Executive Vice-President, General Counsel & Corporate Secretary

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ADDITIONAL INFORMATION

Encana files annual, quarterly and current reports, proxy statements and other business and financial information with the U.S. Securities and Exchange Commission (the “SEC”). Financial information about Encana is provided in its annual consolidated financial statements as at and for the years ended December 31, 2018 and 2017 and accompanying management’s discussion and analysis (“MD&A”) for the year ended December 31, 2018 and in Encana’s unaudited consolidated financial statements for the three and nine months ended September 30, 2019 and accompanying MD&A for the nine months ended September 30, 2019. Encana files reports and other business and financial information with the SEC electronically, and the SEC maintains a website located at www.sec.gov containing this information. Such information is also available under Encana’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. You can also obtain these documents, free of charge, from Encana at www.encana.com, under the heading “Investors”. The information contained on, or that may be accessed through, Encana’s website is not incorporated by reference into, and is not a part of, this Proxy Statement/Prospectus.

1847432 Alberta ULC (“184Co”), which is currently a wholly-owned subsidiary of Encana and will be a predecessor of Ovintiv following the completion of the Reorganization, has filed a registration statement on Form S-4 with respect to the shares of Common Stock of Ovintiv to be issued in connection with the Reorganization. This Proxy Statement/Prospectus forms a part of the registration statement. As permitted by SEC rules, this Proxy Statement/Prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits at the SEC’s website mentioned above. Statements contained in this Proxy Statement/Prospectus as to the contents of any contract or other documents referred to in this Proxy Statement/Prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable agreement or other document filed as an exhibit to the registration statement. This Proxy Statement/Prospectus incorporates important business and financial information about Encana from documents that are not attached to this Proxy Statement/Prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this Proxy Statement/Prospectus, including copies of financial statements and MD&A, free of charge by requesting them in writing or by telephone from Encana or from its proxy solicitors at the following addresses and telephone numbers:

Kingsdale Advisors 130 King Street West, Suite 2950, P.O. Box 361 Toronto, Ontario M5X 1E2 Call Toll-Free (within North America): 1-866-229-8166 Call Collect (outside North America): 1-416-867-2272		Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 Call Toll-Free (within North America): 1-877-800-5192 Call Collect (outside North America): 1-212-750-5833

If you would like to request any documents, please do so by [●], 2019 in order to receive them before the Meeting.

For a more detailed description of the information incorporated by reference into this Proxy Statement/Prospectus and how you may obtain it, see “Where You Can Find More Information”.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This Proxy Statement/Prospectus, which forms part of a registration statement on Form S-4 filed with the SEC, constitutes a prospectus under the U.S. Securities Act with respect to the shares of Common Stock of Ovintiv to be issued to Encana Shareholders in connection with the Reorganization. This Proxy Statement/Prospectus also constitutes a notice of meeting with respect to the Meeting.

You should rely only on the information contained in or incorporated by reference into this Proxy Statement/Prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this Proxy Statement/Prospectus. This Proxy Statement/Prospectus is dated [●], 2019, and you should assume that the information contained in this Proxy Statement/Prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this Proxy Statement/Prospectus is only accurate as of the date of such information.

This Proxy Statement/Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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TABLE OF CONTENTS

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Information both included and incorporated by reference in this Proxy Statement/Prospectus may contain certain forward-looking statements (collectively, “forward-looking statements”) within the meaning of Section 21E of the U.S. Exchange Act and the United States Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” under applicable Canadian securities laws. All statements, other than statements of historical fact, included in this Proxy Statement/Prospectus that address activities, events or developments that Encana expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “target,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “should,” “would,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,” “outlook,” “future,” “assume,” “forecast,” “focus,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements.

Forward-looking statements also include statements relating to: future financial performance and the future prospects of Encana’s business and operations; information concerning the Reorganization, including the U.S. Domestication; the anticipated benefits of the Reorganization; the likelihood of the Reorganization being completed; the anticipated outcomes of the Reorganization, including the U.S. Domestication, not being completed or not being completed within the anticipated timing; the principal steps of the Reorganization (including the Arrangement and the U.S. Domestication); the tax impact of the Reorganization on Encana, Ovintiv and the Encana Shareholders; the timing of the Meeting and the Final Order; the Required Securityholder Approvals and regulatory and stock exchange approval of the Reorganization and Court approval in respect of the Arrangement; the anticipated last day of trading of Encana Common Shares on the NYSE and the TSX and the anticipated trading of the shares of Common Stock of Ovintiv on the NYSE and the TSX following the Effective Date; the anticipated Effective Date; the timing of the implementation of the Reorganization and the potential benefits, risks and costs of the new corporate name, Share Consolidation and U.S. Domestication; our intent to continue productive relationships with our Canadian stakeholders; the opportunity to enhance long-term value for shareholders as a U.S. company; belief our valuation continues to be disconnected from our U.S. peers and reasons therefor; ability to attract passive investment capital in the U.S. and size of such increased investment; our position in the exploration and production industry; perception of Encana by investors, analysts, customers, lenders or potential strategic partners; the planned corporate, capital, governance and oversight structures of Ovintiv and Encana before and following the Reorganization; the business and future activities of Encana and Ovintiv after the date of this Proxy Statement/Prospectus; the composition of Encana’s core assets, including the allocation of capital and focus of development plans; the growth in long-term Encana Shareholder value; Encana’s vision of being a leading North American energy producer; Encana’s strategic objectives including capital allocation strategy, focus of investment, growth of high margin liquids volumes, operating and capital efficiencies and ability to preserve balance sheet strength; ability to deliver full-cycle returns, free cash flow and return of capital to Encana Shareholders; ability to lower costs and improve efficiencies to achieve competitive advantage; ability to repeat and deploy successful practices across Encana’s multi-basin portfolio; the expected synergies of the Newfield Exploration Company (“Newfield”) acquisition; anticipated commodity prices; the success of and benefits from technology and innovation, including cube development approach and advanced completion designs; ability to optimize well and completion designs; future well inventory; anticipated drilling, number of drilling rigs and the success thereof; anticipated drilling costs and cycle times; anticipated proceeds and future benefits from various joint venture, partnership and other agreements; estimates of reserves and resources; expected production and product types; anticipated cash flow, non-GAAP cash flow margin and leverage ratios; anticipated cash and cash equivalents; anticipated hedging and outcomes of risk management program, including exposure to certain commodity prices and foreign exchange fluctuations, amount of hedged production, market access and physical sales locations; the impact of changes in laws and regulations; compliance with environmental legislation and claims related to the purported causes and impact of climate change, and the costs therefrom; adequacy of provisions for abandonment and site reclamation costs; financial flexibility and discipline; ability to meet financial obligations, manage debt and financial ratios, finance growth and comply with financial covenants; impact to Encana as a result of changes to its credit rating; access to

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Encana’s credit facilities; planned dividend and the declaration and payment of future dividends, if any; adequacy of Encana’s provision for taxes and legal claims; projections and expectation of meeting the targets contained in Encana’s corporate guidance and related statements in respect of funding; ability to manage cost inflation and expected cost structures, including expected operating, transportation and processing and administrative expenses; the competitiveness and pace of growth of Encana’s assets within North America and against its peers; the outlook of oil and gas industry generally and impact of geopolitical environment; expected future interest expense; Encana’s commitments and obligations and anticipated payments thereunder; and the possible impact and timing of accounting pronouncements, rule changes and standards.

Readers are cautioned against unduly relying on forward-looking statements which, by their nature, involve numerous assumptions, risks and uncertainties that may cause such statements not to occur, or results to differ materially from those expressed or implied. These assumptions include: the ability to receive, in a timely manner and on satisfactory terms, the Required Securityholder Approvals, Court and stock exchange approvals, and regulatory approvals, if any, for the Reorganization; applicability of certain U.S. and Canadian securities regulations and exemptions; successful listing of the shares of Common Stock of Ovintiv on the NYSE and the TSX; the reaction of the capital markets to the Reorganization; the future marketability of the shares of Common Stock of Ovintiv; the ability of Encana to secure, maintain and comply with all required licenses, permits and certifications to carry out business in the jurisdictions in which it currently operates or intends to operate; general business, economic and market conditions; the competitive environment; anticipated and unanticipated tax consequences; anticipated and unanticipated costs; future commodity prices and differentials; foreign exchange rates; ability to access credit facilities and shelf prospectuses; assumptions contained in Encana’s corporate guidance, five-year plan and as specified herein; data contained in key modeling statistics; availability of attractive hedges and enforceability of risk management program; effectiveness of Encana’s drive to productivity and efficiencies; results from innovations; expectation that counterparties will fulfill their obligations under the gathering, midstream and marketing agreements; access to transportation and processing facilities where Encana operates; assumed tax, royalty and regulatory regimes; and expectations and projections made in light of, and generally consistent with, Encana’s historical experience and its perception of historical trends, including with respect to the pace of technological development, benefits achieved and general industry expectations.

Risks and uncertainties that may affect these business outcomes include: changes in the rights of Encana Shareholders as a result of the Reorganization; provisions that could discourage a takeover of Ovintiv in Ovintiv’s organizational documents and under the General Corporation Law of the State of Delaware (“DGCL”); potential limitations to stockholders’ ability to obtain a favorable judicial forum for disputes with Ovintiv or its directors or officers or other matters pertaining to Ovintiv’s internal affairs due to Ovintiv’s organizational documents designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by stockholders; volatility in the market price for the shares of Common Stock of Ovintiv; Ovintiv’s ability to enter into new arrangements on favorable terms; impact of a downgrade in credit rating and its impact on access to sources of liquidity; ability, variability and discretion of the Ovintiv Board to declare and pay dividends, if any; issuance of additional shares of Common Stock of Ovintiv may cause dilution; failure to obtain the Required Securityholder Approvals, regulatory, stock exchange and other third-party approvals in a timely manner or on conditions acceptable to Encana or the failure of the Reorganization to be completed for any other reason (or to be completed in a timely manner); failure to achieve the perceived benefits of the Reorganization and the Reorganization causing disruption to Encana’s business; unanticipated adverse tax consequences to Encana, Ovintiv and the Encana Shareholders in connection with the Reorganization, including the amount of corporate tax payable as a result of the Reorganization and disagreements with tax authorities on Encana’s estimates of value, resulting in an increase of the tax cost of the Reorganization; the incurrence of material Canadian federal income tax (including material Canadian “emigration tax”) and/or material U.S. federal income tax as a result of the Reorganization; disagreements with the Internal Revenue Service (“IRS”), which may cause certain U.S. Holders of shares of Common Stock of Ovintiv to have a positive (or a more positive than anticipated) U.S. federal income tax liability as a result of the Reorganization; the Reorganization may affect the timing of audit or reassessments by tax authorities; allocation of time and incurrence of costs (including non-recurring costs) associated with the Reorganization beyond those

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estimated; the unaudited pro forma financial information of Ovintiv may not be indicative of results following the Reorganization; Encana may choose to defer or abandon the Reorganization; negative publicity resulting from the Reorganization and its potential effect on Encana’s business and the market price of Encana Common Shares and the shares of Common Stock of Ovintiv; risk of triggering certain provisions in agreements to which Encana is a party as a result of the Reorganization; payments in connection with the exercise of Dissent Rights may impact Ovintiv’s financial resources; limitations of enforcement of rights against Ovintiv in Canada; the impact of the announcement and pendency of the Reorganization, including the U.S. Domestication, on Encana’s business, results of operations, and financial conditions; ability to generate sufficient cash flow to meet obligations; commodity price volatility; ability to secure adequate transportation and potential pipeline curtailments; timing and costs of well, facilities and pipeline construction; business interruption, property and casualty losses or unexpected technical difficulties, including impact of weather; counterparty and credit risk; ability to realize the anticipated benefits of acquisitions, including the Newfield acquisition; uncertainties relating to Encana’s ability to successfully integrate Newfield’s business, technologies, personnel and business partners; actions of the Organization of the Petroleum Exporting Countries, its members and other state-controlled oil companies relating to oil price and production controls; sustained declines in commodity prices resulting in impairment of assets; fluctuations in currency and interest rates; risks associated with inflation rates; risks inherent in Encana’s corporate guidance; failure to achieve cost and efficiency initiatives; risks inherent in marketing operations; risks associated with technology, including electronic, cyber and physical security breaches; changes in or interpretation of royalty, tax, environmental, greenhouse gas, carbon, accounting and other laws or regulations, including potential environmental liabilities that are not covered by an effective indemnity or insurance; risks associated with existing and potential lawsuits and regulatory actions made against Encana; impact of disputes arising with its partners, including suspension of certain obligations and inability to dispose of assets or interests in certain arrangements; Encana’s ability to acquire or find additional reserves; imprecision of reserves estimates and estimates of recoverable quantities, including future net revenue estimates; land, legal, regulatory and ownership complexities inherent in Canada and the U.S.; risks associated with past and future acquisitions or divestitures of certain assets or other transactions or receipt of amounts contemplated under the transaction agreements (such transactions may include third-party capital investments, farm-outs or partnerships, which Encana may refer to from time to time as “partnerships” or “joint ventures” and the funds received in respect thereof which Encana may refer to from time to time as “proceeds”, “deferred purchase price” and/or “carry capital”, regardless of the legal form) as a result of various conditions not being met; and other risks described in this Proxy Statement/Prospectus under the heading “Risk Factors”, which are incorporated herein by reference. See also “Item 1A Risk Factors” of Encana’s Annual Report for the fiscal year ended December 31, 2018 on Form 10-K incorporated by reference in this Proxy Statement/Prospectus, and risks and uncertainties impacting Encana’s business as described from time to time in Encana’s other periodic filings as filed on SEDAR at www.sedar.com and the SEC’s website at www.sec.gov.

Although Encana believes the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the assumptions, risks and uncertainties referenced above and in the documents incorporated by reference herein are not exhaustive. Forward-looking statements are made as of the date of this Proxy Statement/Prospectus (or, in the case of a document incorporated by reference, the date of such document incorporated by reference) and, except as required by law, Encana undertakes no obligation to update publicly or revise any forward-looking statements whether as a result of changes in internal estimates or expectations, new information, subsequent events or circumstances or otherwise. The forward-looking statements contained or incorporated by reference in this Proxy Statement/Prospectus are expressly qualified by these cautionary statements.

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The reader should read carefully the risk factors described in this Proxy Statement/Prospectus and in the documents incorporated by reference herein for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements.

INFORMATION CONTAINED IN PROXY STATEMENT/PROSPECTUS

Management is soliciting proxies of all Encana Securityholders primarily by mail and electronic means, supplemented by telephone or other contact by employees of Encana (who will receive no additional compensation) and all such costs will be borne by Encana. Encana has also retained Kingsdale Advisors and Innisfree M&A Incorporated as its proxy solicitors (the “Proxy Solicitors”) to assist in the solicitation of proxies. For these proxy solicitation services, Kingsdale Advisors will receive an estimated fee of approximately C$65,000 and Innisfree M&A Incorporated will receive an estimated fee of approximately US$25,000, plus, in each case, reimbursement of reasonable out-of-pocket expenses and fees for any additional services. Encana will also reimburse brokers, banks and other nominees for their expenses in sending proxy solicitation materials to the beneficial owners of Encana Common Shares and obtaining their proxies.

This Proxy Statement/Prospectus and proxy-related materials are being sent to all Encana Securityholders. Encana does not send proxy-related materials directly to beneficial (non-registered) Encana Shareholders and is not relying on the notice-and-access provisions of applicable securities laws for delivery of proxy-related materials to Encana Shareholders. Encana will deliver proxy-related materials to nominees, custodians and fiduciaries, and they will be asked to promptly forward them to the beneficial (non-registered) Encana Shareholders. Encana will reimburse such nominees, custodians and fiduciaries for their expenses in sending proxy-related materials to the beneficial (non-registered) Encana Shareholders and obtaining their proxies. If you are a beneficial (non-registered) Encana Shareholder, your nominee should send you a voting instruction form or form of proxy with this Proxy Statement/Prospectus. Encana has also elected to pay for the delivery of our proxy-related materials to objecting beneficial (non-registered) Encana Shareholders.

Encana has not authorized any person to give any information or to make any representation in connection with the Reorganization or any other matters to be considered at the Meeting other than those contained in this Proxy Statement/Prospectus. If any such information or representation is given or made, such information or representation should not be relied upon as having been authorized or as being accurate. For greater certainty, the information contained in, or that can be accessed through, Encana’s website is not incorporated into this Proxy Statement/Prospectus.

This Proxy Statement/Prospectus does not constitute an offer to sell, buy or exchange or a solicitation of an offer to sell, buy or exchange any securities, or the solicitation of any vote, proxy or approval, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

Encana Securityholders should not construe the contents of this Proxy Statement/Prospectus as legal, tax or financial advice and should consult with their own legal, tax, financial and other professional advisors.

All summaries of, and references to, the Arrangement and Reorganization Agreement and the Plan of Arrangement in this Proxy Statement/Prospectus are qualified in their entirety by the complete text thereof, which is set forth in Appendix B to the Proxy Statement/Prospectus. Encana Securityholders are urged to read carefully the full text of the Arrangement and Reorganization Agreement and the Plan of Arrangement.

If you have any questions about the information contained in this Proxy Statement/Prospectus or require assistance in voting your Encana Common Shares or Encana Incentive Awards, please contact: (i) Kingsdale Advisors by telephone at 1-866-229-8166 (toll-free in North America) or at 1-416-867-2272 (collect outside North America); or (ii) Innisfree M&A Incorporated by telephone at 1-877-800-5192 (toll-free in North America) or at 1-212-750-5833 (collect outside of North America).

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Except where the context otherwise requires or where otherwise indicated, references to “Encana”, “we”, “us” and “our” in this Proxy Statement/Prospectus refer to Encana Corporation and its consolidated subsidiaries.

Except as otherwise stated, the information contained in this Proxy Statement/Prospectus is given as of [●], 2019.

Notice Regarding Tax Consequences of Reorganization

Encana Shareholders should be aware that the disposition of Encana Common Shares pursuant to the Reorganization, and the acquisition, holding and disposition of shares of Common Stock of Ovintiv, may have tax consequences in Canada, the U.S. and/or in the jurisdictions in which the Encana Shareholders are resident which may not be described fully herein. The tax consequences to such Encana Shareholders of the Reorganization is dependent on their individual circumstances, including (but not limited to) their jurisdiction of residence. It is recommended that Encana Shareholders consult their own tax advisors in this regard.

Currency and Exchange Rates

The following table shows, for the periods and dates indicated, certain information regarding the Canadian dollar-to-U.S. dollar exchange rate. The information is based on the Bank of Canada’s closing Canadian dollar-to-U.S. dollar exchange rate. Such exchange rate on November 1, 2019 was C$1.00 = US$0.7601.

Note:

Except as otherwise stated, in this Proxy Statement/Prospectus, all dollar amounts are expressed in United States dollars.

Defined Terms

This Proxy Statement/Prospectus contains defined terms. For a glossary of defined terms used herein, see “Glossary”.

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QUESTIONS AND ANSWERS ABOUT THE REORGANIZATION AND THE MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the Reorganization and the Meeting. These questions and answers may not address all questions that may be important to you. To better understand these matters, and for a description of the legal terms governing the Reorganization, you should carefully read this entire Proxy Statement/Prospectus, including the attached appendices, as well as the documents that have been incorporated by reference into this Proxy Statement/Prospectus. For more information, see the section entitled “Information Contained in Proxy Statement/Prospectus”. Capitalized terms used but not otherwise defined in the questions and answers set forth below have the meanings set forth under the heading “Glossary”.

Q:    Why am I receiving this Notice of Special Meeting and Proxy Statement/Prospectus?

You are receiving this Notice of Special Meeting and Proxy Statement/Prospectus because you are an Encana Shareholder or an Encana Incentive Awardholder as of the Record Date. You are entitled to vote for the Reorganization Resolution at the Meeting to be held on [●], 2020.

This Proxy Statement/Prospectus, which you should read carefully, contains important information about the proposed Reorganization and how to vote at the Meeting.

Q:    When and where will the Meeting be held?

The Meeting will be held at [●] (Mountain Time) on [●], 2020 at the Oddfellows Building, Ballroom (Floor 4), 100 – 6^th Avenue S.W., Calgary, Alberta.

Q:    What is the Reorganization?

On October 31, 2019, Encana announced a proposed Reorganization, pursuant to which, among other things, (i) Encana will complete a share consolidation on the basis of one post-consolidation share for each five pre-consolidation shares, (ii) Ovintiv will ultimately acquire all of the issued and outstanding Encana Common Shares in exchange for shares of Common Stock of Ovintiv on a one-for-one basis and become the parent company of Encana and its subsidiaries, and (iii) Ovintiv will migrate out of Canada and become a Delaware corporation. Following completion of the Reorganization, Encana Shareholders will hold one share of Common Stock of Ovintiv, a Delaware corporation, for each five Encana Common Shares owned immediately prior to the Reorganization.

Q:    Does the Encana Board recommend that I vote FOR the Reorganization Resolution?

Yes. The Encana Board unanimously recommends that Encana Securityholders vote FOR the Reorganization Resolution.

Q:     What are Encana’s reasons for the Reorganization?

The U.S. Domestication is the key reason for Encana proposing the Reorganization, which also includes the adoption of a new corporate name “Ovintiv Inc.,” and the Share Consolidation. The Encana Board, in unanimously determining that the Reorganization is in the best interests of Encana and is fair and reasonable, considered a number of factors as described under “The Reorganization – Reasons for the Reorganization”, including:

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Q:    Will the business of Encana change following the Reorganization?

No. Ovintiv will continue to pursue Encana’s current strategic initiatives and maintain its existing portfolio of crude oil, natural gas liquids, condensate and natural gas properties and related assets. However, following the Reorganization, Ovintiv’s head office will be in Denver, Colorado.

Q:    Who will be the directors and executive officers of Ovintiv following the Reorganization?

There will be no changes to the directors or executive officers as a result of the Reorganization. Once the Reorganization is complete, the same individuals at Encana will serve in the same capacity at Ovintiv. See “Information Concerning Ovintiv – Directors and Officers of Ovintiv”.

Q:    How will the directors and executive officers of Encana vote?

The directors and executive officers of Encana are in favor of the Reorganization and are expected to vote FOR the Reorganization Resolution.

As of the Record Date for the Meeting, the directors and executive officers of Encana had the right to vote approximately [●] Encana Common Shares, representing approximately [●]% of the Encana Common Shares then issued and outstanding and entitled to vote at the Meeting, and [●] Encana Incentive Awards then issued and outstanding and entitled to vote at the Meeting.

Q:    What will I receive for my Encana Common Shares under the Reorganization?

Pursuant to the Arrangement and Reorganization Agreement (including, in particular, the Plan of Arrangement), following completion of the Reorganization, Encana Shareholders will hold one share of Common Stock of Ovintiv for each five Encana Common Shares they owned immediately prior to the Reorganization.

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Q:    Will the Reorganization dilute my economic interest?

No, your fully diluted relative economic ownership will not change as a result of the Reorganization. The shareholders of Ovintiv will be the same persons who were Encana Shareholders immediately prior to the Reorganization (other than those who validly exercise Dissent Rights) and Ovintiv will become the direct or indirect owner of all of the assets and liabilities of Encana.

Q:    Will the shares of Common Stock of Ovintiv issued under the Reorganization be listed on an exchange?

Yes. Shares of Common Stock of Ovintiv will be listed on the NYSE. In addition, Encana has applied to have the shares of Common Stock of Ovintiv listed on the TSX. On both the NYSE and the TSX, the stock symbol for the shares of Common Stock of Ovintiv will be “OVV”. The Encana Common Shares currently trade on the NYSE and the TSX under the stock symbol “ECA”. When the Reorganization is completed, the Encana Common Shares currently listed on the NYSE and the TSX under the stock symbol “ECA” will cease to be traded on the NYSE and the TSX and will be deregistered under the U.S. Exchange Act. See “The Reorganization – Certain Legal and Regulatory Matters – Stock Exchange Listings”.

Q:    How do I receive shares of Common Stock of Ovintiv in exchange for my Encana Common Shares?

Enclosed with this Proxy Statement/Prospectus is a Letter of Transmittal which is being delivered to all registered Encana Shareholders as of the Record Date. The Letter of Transmittal, when duly completed, executed and returned, together with the certificate or certificates representing the holder’s Encana Common Shares or surrender of book-entry Encana Common Shares and any other required documents, will enable the holder to ultimately receive one share of Common Stock of Ovintiv for each five Encana Common Shares. Beneficial Encana Shareholders will receive their shares of Common Stock of Ovintiv through the broker, financial institution or other nominee through which such Encana Common Shares are held.

IF YOU ARE A REGISTERED ENCANA SHAREHOLDER, YOU MUST SURRENDER YOUR ENCANA COMMON SHARES BY THE DAY THAT IS THREE YEARS LESS ONE DAY FROM THE EFFECTIVE DATE IN ORDER TO RECEIVE THE SHARES OF COMMON STOCK OF OVINTIV TO WHICH YOU ARE ENTITLED UNDER THE PLAN OF ARRANGEMENT.

Q:    Can I sell my Encana Common Shares on the NYSE and the TSX for cash? Is there any restriction on selling Encana Common Shares prior to completion of the Reorganization?

Encana Common Shares will continue to trade on the NYSE and the TSX up to and including the Effective Date. Following the Effective Date, shares of Common Stock of Ovintiv will be listed on the NYSE. In addition, Encana has applied to have the shares of Common Stock of Ovintiv listed on the TSX. See “The Reorganization – Certain Legal and Regulatory Matters – Stock Exchange Listings”. Generally speaking, registered Encana Shareholders who have not delivered their Encana Common Shares to the Depositary and beneficial owners of Encana Common Shares whose shares are held through a broker, financial institution or other nominee may sell their Encana Common Shares through the facilities of the NYSE or the TSX for cash at any time up to and including the Effective Date. Registered Encana Shareholders will not be able to sell their Encana Common Shares once they have delivered their Encana Common Shares to the Depositary.

Q:    Why am I being asked to approve the Reorganization Resolution, and what vote is required to approve the Reorganization Resolution?

To be effective, the Reorganization Resolution must be approved, with or without variation, by the affirmative vote of at least two-thirds of the votes cast on the Reorganization Resolution, in person or by proxy, by both (i) Encana Shareholders and Encana Incentive Awardholders, voting together as a single class, and (ii) Encana Shareholders, voting separately. See “The Reorganization – Required Securityholder Approvals”.

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Q:    Is the ability of Encana to complete the Reorganization (including the Arrangement) subject to any approvals other than the Required Securityholder Approvals?

Yes. The Arrangement must also be approved by the Court and the Reorganization cannot proceed without such approval. The Court will be asked to make an order approving the Arrangement and to determine that the Arrangement is fair and reasonable to Encana Securityholders. Encana will apply to the Court for this order if the Required Securityholder Approvals are obtained at the Meeting.

See “The Reorganization – Certain Legal and Regulatory Matters”.

Q:    What happens if the Reorganization is not completed?

If the Reorganization is not completed for any reason, Encana Shareholders will not receive shares of Common Stock of Ovintiv and Encana will continue as a public company incorporated under the federal laws of Canada, with the Encana Common Shares continuing to be listed for trading on both the NYSE and the TSX. The Depositary will return any shares tendered.

Q:    What is the effect of the Reorganization on the Encana Debt?

In connection with the Reorganization, Ovintiv will assume all of Encana’s obligations under the Encana Debt and will enter into supplemental indentures to the Debt Indentures, such that Ovintiv will become the obligor in respect of, and effectively the issuer of, such debt in lieu of Encana following completion of the Reorganization.

Q:    How will the Reorganization affect the public disclosure Encana provides to its shareholders?

Upon completion of the Reorganization, Ovintiv will be subject to the same reporting requirements of the SEC, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance rules of the NYSE as Encana before the Reorganization. Ovintiv will be required to file periodic reports with the SEC on Forms 10-K, 10-Q and 8-K and comply with the proxy rules applicable to domestic issuers, as currently required of Encana. Ovintiv will also generally file with the relevant Canadian securities regulatory authorities copies of its documents filed with the SEC under the U.S. Exchange Act in order to meet its Canadian continuous disclosure obligations.

Q:    What happens to outstanding Encana Incentive Awards in connection with the Reorganization?

In connection with the Reorganization, Ovintiv will assume the Encana Incentive Plans, and each outstanding Encana Incentive Award will be exchanged for an Ovintiv Incentive Award. The Ovintiv Incentive Awards will be subject to substantially the same terms and conditions as the exchanged Encana Incentive Awards, except, in the case of equity-based Encana Incentive Awards, the security issuable upon exercise or settlement of the Ovintiv Incentive Award, as applicable, will be shares of Common Stock of Ovintiv (or its cash equivalent) rather than an Encana Common Share (or its cash equivalent), all as adjusted for the Share Consolidation pursuant to the Plan of Arrangement. See “The Reorganization – Effect of the Reorganization on the Encana Incentive Awards”.

Q:    Are there risks associated with the Reorganization, including the U.S. Domestication?

Yes. Before making a decision on whether and how to vote, you are urged to carefully read the section entitled “Risk Factors”.

Q:    Is the Reorganization a taxable transaction to Encana Shareholders?

Canadian Federal Income Tax Considerations for Encana Shareholders

Generally, whether the Reorganization results in a taxable transaction to a Canadian Holder depends on whether, on the disposition of Encana Common Shares, the Encana Shareholder (i) receives only shares of Common Stock

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of Ovintiv, or (ii) also receives an Ovintiv Purchase Note that is subsequently contributed to Ovintiv for an additional fraction of a share of Common Stock of Ovintiv, as interim steps in the Reorganization. If Ovintiv Purchase Notes are issued, such issuance should cause the exchange to be a taxable transaction to a Canadian Holder unless such shareholder is eligible to, and does become, an Electing Shareholder by making and filing a valid joint election with Ovintiv to cause the exchange to occur on a partially or fully tax-deferred basis. A Canadian Holder can choose to be an Electing Shareholder by completing the appropriate election form to be located on Ovintiv’s website under the heading “Investors” at www.ovintiv.com and sending such completed election form to the address specified on the website. The completed form must be received within 60 days following the Effective Date in accordance with the procedures to be noted on Ovintiv’s website for a Canadian Holder to be an Electing Shareholder. Thereafter, subject to the form(s) complying with the provisions of the Canadian Tax Act (and any provincial tax legislation, as applicable), Ovintiv will sign the form(s) and return them to the Electing Shareholder. It will be the responsibility of the Electing Shareholder to ultimately file the form(s) with the CRA (and any provincial tax authorities, as applicable). For further information about making a tax election see “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Disposition of Encana Common Shares by Electing Shareholders pursuant to the Reorganization for shares of Common Stock of Ovintiv and Ovintiv Purchase Notes”.

The issuance of Ovintiv Purchase Notes pursuant to the Reorganization to any Encana Shareholder will only occur in certain circumstances as outlined in the Plan of Arrangement. Any Ovintiv Purchase Notes issued ultimately will be exchanged for shares of Common Stock of Ovintiv as a subsequent step in the Plan of the Arrangement and will have no impact on the ultimate consideration or number of shares of Common Stock of Ovintiv that each Encana Shareholder is entitled to receive upon completion of the Reorganization. As soon as practicable following completion of the Reorganization, Ovintiv will issue a news release and/or post a notice on its website confirming the issuance (or not) of any such Ovintiv Purchase Notes. See “The Reorganization – Particulars of the Reorganization – Plan of Arrangement Steps”.

Canadian Holders Receiving Only Shares of Common Stock of Ovintiv

If a Canadian Holder receives only a share of Common Stock of Ovintiv (or a fraction thereof) in exchange for each Encana Common Share, the disposition should not be a taxable transaction for such Encana Shareholder for Canadian federal income tax purposes, except to the extent the Encana Shareholder chooses to report and recognize a capital gain (or capital loss) for Canadian federal income tax purposes from the disposition of their Encana Common Shares. See “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Disposition of Encana Common Shares pursuant to the Reorganization for shares of Common Stock of Ovintiv only”.

Canadian Holders Receiving Shares of Common Stock of Ovintiv and Ovintiv Purchase Notes

If a Canadian Holder receives a share of Common Stock of Ovintiv (or a fraction thereof) and an Ovintiv Purchase Note (that is subsequently contributed to Ovintiv for an additional fraction of a share of Common Stock of Ovintiv) in exchange for an Encana Common Share, and the Encana Shareholder is not an Electing Shareholder, the disposition should be a taxable transaction to the Encana Shareholder resulting in a capital gain (or capital loss) to the extent that the aggregate proceeds received for the Encana Common Shares exceed (or are less than) the adjusted cost base to the Encana Shareholder of the Encana Common Shares disposed of and any reasonable costs associated with the disposition. See “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Disposition of Encana Common Shares (other than by Electing Shareholders) pursuant to the Reorganization for shares of Common Stock of Ovintiv and Ovintiv Purchase Notes”. An Encana Shareholder who (i) is resident in Canada for purposes of the Canadian Tax Act, (ii) is not exempt from Canadian income tax, (iii) receives an Ovintiv Purchase Note as an interim step in the Reorganization, and (iv) would otherwise realize a capital gain on the disposition of Encana Common Shares, may elect to be an Electing Shareholder by filing a joint tax election with Ovintiv to have the exchange occur on a partially or fully tax-deferred basis for Canadian federal income tax purposes. See “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Disposition of Encana Common Shares by Electing Shareholders pursuant to the Reorganization for shares of Common Stock of Ovintiv and Ovintiv Purchase Notes”.

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Non-Canadian Holders

Generally, an Encana Shareholder who is not, and is not deemed to be, resident in Canada and who does not use or hold, and is not deemed to use or hold, their Encana Common Shares in a business carried on in Canada will not be subject to tax in Canada in respect of any capital gain realized on the sale of Encana Common Shares to Ovintiv under the Reorganization, unless those shares constitute “taxable Canadian property” to such Encana Shareholder within the meaning of the Canadian Tax Act and that gain is not otherwise exempt from tax under the Canadian Tax Act pursuant to an exemption contained in an applicable income tax treaty.

Other Canadian Federal Income Tax Considerations

None of (i) the distribution of a fraction of an Initial Ovintiv Common Share to an Encana Shareholder, (ii) the subscription by an Encana Shareholder for an additional fraction of a share of Common Stock of Ovintiv in exchange for an Ovintiv Purchase Note owned by such Encana Shareholder and the subsequent cancellation of the Ovintiv Purchase Note, or (iii) the Share Consolidation, should result in taxable income to an Encana Shareholder for Canadian federal income tax purposes.

U.S. Domestication

Encana Shareholders will not be considered to have disposed of their shares of Common Stock of Ovintiv for Canadian federal income tax purposes as a result of the U.S. Domestication. If a Canadian Holder sells or otherwise disposes of shares of Common Stock of Ovintiv following the U.S. Domestication, such shareholder should realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition for the shares of Common Stock of Ovintiv exceeds (or are exceed by) the adjusted cost base to the Encana Shareholder of such shares of Common Stock of Ovintiv and any reasonable costs of disposition.

The brief summary provided above is qualified in its entirety by the section “Certain Canadian Federal Income Tax Considerations” below, which provides a summary of the principal Canadian federal income tax considerations generally applicable to certain Encana Shareholders as a result of the Reorganization and of the ownership and disposition of shares of Common Stock of Ovintiv received pursuant to the Reorganization. Encana Shareholders are urged to consult with and rely on their own tax advisors to determine the particular tax consequences to them of the Reorganization, including (i) a sale of Encana Common Shares pursuant to the Reorganization, (ii) the U.S. Domestication, and (iii) holding and disposing of shares of Common Stock of Ovintiv.

U.S. Federal Income Tax Considerations for Encana Shareholders

Although there is no U.S. federal income tax authority directly addressing the tax consequences of the Reorganization and the matters described below are not free from doubt, the following summary describes the principal U.S. federal income tax consequences expected to apply to U.S. Holders and Non-U.S. Holders who participate in the Reorganization.

U.S. Holders

The Share Consolidation

The Share Consolidation is intended to qualify as a “recapitalization” for U.S. federal income tax purposes under Section 368(a)(1)(E) of the Code and/or a tax deferred exchange under Section 1036(a) of the Code. In such case, subject to the potential application of the PFIC rules, a U.S. Holder generally should not recognize gain or loss for U.S. federal income tax purposes as a result of the Share Consolidation.

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The Share Exchange

The Share Exchange, together with the conversion of Encana to an unlimited liability corporation pursuant to the Reorganization, should qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Code (a “Tax Reorganization”). In such case, subject to the potential application of the PFIC rules, a U.S. Holder should not recognize gain or loss for U.S. federal income tax purposes as a result of the Share Exchange.

U.S. Domestication

Pursuant to the U.S. Domestication, Ovintiv will change its jurisdiction of incorporation from the CBCA to Delaware. The U.S. Domestication should qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). In such case, subject to the potential application of the PFIC rules, the tax treatment of a U.S. Holder in connection with the U.S. Domestication should be as follows:

U.S. Holders that own shares of Common Stock of Ovintiv with a fair market value of less than $50,000

U.S. Holders that own shares of Common Stock of Ovintiv with a fair market value of less than $50,000 at the time of the U.S. Domestication should not recognize gain or loss for U.S. federal income tax purposes as a result of the U.S. Domestication.

U.S. Holders that own shares of Common Stock of Ovintiv with a fair market value of $50,000 or more (but are not 10% U.S. Holders)

A U.S. Holder that owns shares of Common Stock of Ovintiv with a fair market value of $50,000 or more (but who is not a 10% U.S. Holder) at the time of the U.S. Domestication should, unless such holder validly makes the “all earnings and profits” election described below, be required to recognize gain, but not a loss, with respect to their shares of Common Stock of Ovintiv in connection with the U.S. Domestication. In lieu of recognizing such taxable gain, a U.S. Holder that validly makes the “all earnings and profits” election will be required to include in income, as a deemed dividend, the “all earnings and profits amount” (as defined under applicable Treasury Regulations) that is attributable, under U.S. tax principles, to such holder’s shares of Common Stock of Ovintiv. In general, the “all earnings and profits amount” attributable to shares of Common Stock of Ovintiv held by a U.S. Holder should depend on Encana’s accumulated earnings and profits (as determined under U.S. federal income tax principles) from the date that Encana Common Shares were acquired by such U.S. Holder through the Effective Date. A U.S. Holder that wishes to make an “all earnings and profits” election must comply with strict conditions for making this election under applicable Treasury Regulations.

10% U.S. Holders

A U.S. Holder who, at the time of the U.S. Domestication, beneficially owns (directly, indirectly or by attribution) 10% or more of the total combined voting power of all classes of shares of Common Stock of Ovintiv (a “10% U.S. Holder”) is subject to special rules that generally require such 10% U.S. Holder to include in income, as a deemed dividend, the “all earnings and profits amount” attributable to the shares of Common Stock of Ovintiv owned by such U.S. Holder.

The all earnings and profits amount

Encana is currently in the process of determining its historical earnings and profits and also expects to determine its earnings and profits for 2019 and for the portion of 2020 ending with the Effective Date. Encana will not complete this determination until after completion of the U.S. Domestication. Based on information that is currently available, Encana anticipates that it may have a significant earnings and profits cumulative balance. Ovintiv intends to provide on its external website (www.ovintiv.com), under the heading “Investors”, information regarding Encana’s earnings and profits once such information is reasonably available. The

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determination of Encana’s earnings and profits is a complex determination and may be impacted by numerous factors. Accordingly, there can be no assurance that the IRS will agree with Ovintiv’s determination of such earnings and profits. If the IRS does not agree with such earnings and profits calculations, the earnings and profits of Encana may be greater than reported on Ovintiv’s website (as described above). In such case, a U.S. Holder that makes an “all earnings and profits” election or a 10% U.S. Holder could have a positive (or a more positive than anticipated) “all earnings and profits amount” in respect of such U.S. Holder’s shares and thereby recognize greater taxable income.

The PFIC rules

If Encana has been a PFIC for any taxable year during which a U.S. Holder has held Encana Common Shares, certain adverse tax consequences could apply to such U.S. Holder in connection with the transactions described above.

U.S. Holders are strongly urged to consult their own tax advisors regarding the U.S. federal income tax consequences of the Reorganization to them in their particular circumstances, including whether to make the “all earnings and profits” election where applicable, and the appropriate filing requirements with respect to this election.

Non-U.S. Holders

The Reorganization is generally not expected to be a taxable transaction for a Non-U.S. Holder for U.S. federal income tax purposes provided that such Non-U.S. Holder does not have certain connections with the United States.

The brief U.S. tax summary provided above is qualified in its entirety by the section “Certain U.S. Federal Income Tax Considerations” below, which provides a summary of the principal U.S. federal income tax considerations generally applicable to (a) U.S. Holders participating in the Reorganization, and (b) Non-U.S. Holders participating in the Reorganization and of the ownership and disposition of shares of Common Stock of Ovintiv received by Non-U.S. Holders pursuant to the Reorganization. Encana Shareholders are urged to consult with and rely on their own tax advisors to determine the particular tax consequences to them of the Reorganization as well as the tax consequences of the ownership and disposition of shares of Common Stock of Ovintiv received pursuant to the Reorganization.

Q:    What are the corporate tax consequences of the Reorganization?

Canadian Federal Income Tax Considerations

For Canadian federal income tax purposes, based on and subject to current assumptions and current market value, and subject to the discussion of the U.S. Domestication below, the Reorganization is not expected to give rise to material corporate-level Canadian federal income tax for Encana or Ovintiv.

The U.S. Domestication that forms part of the Reorganization will cause Ovintiv to cease to be resident in Canada for purposes of the Canadian Tax Act and as a result Ovintiv will be deemed to have a taxation year end immediately prior to the U.S. Domestication. Ovintiv also will be deemed to have disposed of each of its properties immediately before its deemed taxation year end for proceeds of disposition equal to the fair market value of such properties and to have reacquired such properties immediately thereafter at a cost amount equal to that fair market value. Ovintiv will be required to include in its taxable income under the Canadian Tax Act any income and net taxable capital gains realized as a result of the deemed disposition of its properties. Ovintiv also will be subject to an additional “emigration tax” on the amount, if any, by which the fair market value, immediately before its deemed taxation year end resulting from the U.S. Domestication, of all of the properties owned by Ovintiv exceeds the total of certain of its liabilities and the paid-up capital of all the issued and outstanding shares of Ovintiv immediately before the deemed taxation year end.

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While Encana expects that the deemed disposition of Ovintiv’s properties that will occur as part of the Reorganization will not result in any material Canadian federal income tax (including material Canadian “emigration tax”) to Encana or Ovintiv at current estimates of fair market value, if a material number of Encana Shareholders are eligible to, and do, become Electing Shareholders by making and filing valid Section 85 Elections, the adjusted cost base to Ovintiv of its properties and the aggregate of the paid-up capital of its shares and the relevant liabilities of Ovintiv could be lower than the aggregate fair market value of its properties, which could result in a material tax liability to Ovintiv. Further, prior to the Effective Time, there is no certainty that the fair market value of the properties of Ovintiv as currently estimated will not increase, and there is no certainty that the estimated fair market value of the properties of Ovintiv will be accepted by Canadian federal tax authorities, which may result in additional taxes payable as a result of the Reorganization, including the U.S. Domestication. Encana has not applied to the Canadian federal tax authorities for a ruling relating to the Reorganization and does not intend to do so. See “The Reorganization – Tax Effect of the Reorganization on Ovintiv – Canadian Federal Income Tax Considerations” and “Risk Factors – The Reorganization may result in material Canadian federal income tax (including material Canadian “emigration tax”) and/or material U.S. federal income tax for Encana or Ovintiv”.

U.S. Federal Income Tax Considerations

For U.S. federal income tax purposes, based on and subject to current assumptions and current market value, and subject to the discussion of the U.S. Domestication below, the Reorganization is not expected to give rise to material corporate-level U.S. federal income tax for Encana or Ovintiv.

Ovintiv could, however be subject to U.S. federal income taxation in connection with the U.S. Domestication that forms part of the Reorganization to the extent, if any, that, at the time of such U.S. Domestication (a) the aggregate fair market value of all of the outstanding shares of Common Stock of Ovintiv, exceeds (b) the U.S. tax basis in Ovintiv’s assets (computed under U.S. federal income tax principles) less liabilities of Encana assumed by Ovintiv.

Encana does not expect, as of the date hereof, that it or Ovintiv will be subject to U.S. federal income tax in connection with the transactions comprising the Reorganization, including the U.S. Domestication. However, there can be no assurance that the fair market value of the shares of Common Stock of Ovintiv as currently estimated will not increase, that the IRS will accept the determination of Ovintiv’s U.S. tax basis in its assets or that the IRS will not otherwise challenge Encana’s position that neither Encana nor Ovintiv is subject to U.S. federal income tax in connection with the Reorganization. Encana has not applied to the IRS for a ruling related to the Reorganization and does not intend to do so. See “The Reorganization – Tax Effect of the Reorganization on Ovintiv – U.S. Federal Income Tax Considerations” and “Risk Factors – The Reorganization may result in material Canadian federal income tax (including material Canadian “emigration tax”) and/or material U.S. federal income tax for Encana or Ovintiv”.

After the Reorganization, Ovintiv will be subject to U.S. federal income tax as a U.S. corporation. See “Risk Factors – Ovintiv’s effective tax rate may change in the future, including as a result of the U.S. Domestication”.

Q:    When will the Reorganization become effective?

Subject to the satisfaction or waiver of all other conditions precedent, if the Required Securityholder Approvals are obtained as described below, it is anticipated that the Reorganization will be completed as soon as practicable following the approval of the Court in respect of the Arrangement. It is also anticipated that the shares of Common Stock of Ovintiv will begin trading on the NYSE and the TSX promptly following the Effective Date. See “The Reorganization – Certain Legal and Regulatory Matters – Stock Exchange Listings”.

Q:    Who is entitled to vote at the Meeting?

Only Encana Securityholders of record at the close of business on [●], 2019 (the “Record Date”), are entitled to notice of the Meeting and to vote thereat or at any adjournment or postponement thereof. As of the close of

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business on the Record Date, [●] Encana Common Shares and [●] Encana Incentive Awards were issued and outstanding. Each issued and outstanding Encana Common Share and Encana Incentive Award on the Record Date is entitled to one vote on each of the resolutions to be considered and voted on at the Meeting.

Your vote is very important, regardless of the number of Encana Common Shares or Encana Incentive Awards that you own. Whether or not you expect to attend in person, you should authorize a proxyholder to vote your Encana Common Shares and Encana Incentive Awards as promptly as possible so that your Encana Common Shares and Encana Incentive Awards may be represented and voted at the Meeting.

Q:    What is the quorum for the Meeting?

In order for business to be conducted at the Meeting, a quorum must be present. A quorum for the Meeting requires at least two persons present in person, each being an Encana Shareholder or duly appointed proxyholder of such Encana Shareholder, together holding at least 25% of the total issued and outstanding Encana Common Shares entitled to be voted at the Meeting.

If you submit a properly executed form of proxy or vote by telephone or the Internet, you will be considered part of the quorum.

Q:    How do I vote my Encana Common Shares and Encana Incentive Awards?

Encana Shareholders whose Encana Common Shares are registered in their names and Encana Incentive Awardholders may vote their Encana Incentive Awards in the following ways:

If your Encana Common Shares are not registered in your name, but are held in the name of a nominee (usually a broker, bank, trust company or other intermediary), you should have received a package of materials from your nominee and you should follow the instructions therein. In addition, beneficial Encana Shareholders may be contacted by the Proxy Solicitors to conveniently vote directly over the telephone using Broadridge’s QuickVote tool. Beneficial Encana Shareholders who wish to attend the Meeting and indirectly vote their Encana Common Shares may only do so as proxyholder for the registered Encana Shareholder.

Q:    How do I vote Encana Common Shares held in an Encana employee benefit plan?

If your Encana Common Shares are held in an Encana employee benefit plan, you will receive a separate voting direction card. The trustee and/or plan administrator of the applicable Encana employee benefit plan will vote your Encana Common Shares in accordance with the instructions on your returned direction card.

If you do not return a direction card prior to the return date indicated, the trustee and/or plan administrator will vote your Encana Common Shares in accordance with their normal process. If you return a direction card with no

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instructions, the trustee and/or plan administrator will vote your Encana Common Shares FOR the Reorganization Resolution. Please note that the direction cards have an earlier return date than the proxy cards. Please review your direction card for the date by which your instructions must be received in order for your Encana Common Shares to be voted.

In the case of Internet or telephone voting, you should have your direction card in hand and retain the card until you have completed the voting process. If you vote by Internet or telephone, you do not need to return the direction card by mail.

Please note that no votes will be accepted at the Meeting in respect of Encana Common Shares held in an Encana employee benefit plan and that all such votes must be voted prior to the Meeting.

Q:    What is a proxy?

A proxy is your legal designation of another person, referred to as a “proxyholder”, to vote your Encana Common Shares or Encana Incentive Awards. The document used to designate a proxyholder to vote your Encana Common Shares or Encana Incentive Awards is called a “form of proxy.”

Q:    Can I appoint someone other than the person(s) designated by management of Encana to vote my Encana Common Shares or Encana Incentive Awards?

Yes. An Encana Securityholder who wishes to appoint some other person (who is not required to be an Encana Securityholder) as his, her or its proxyholder at the Meeting may do so either by inserting such person’s name in the blank space provided in the form of proxy and deleting the names printed thereon or by completing a proper proxy. Such Encana Securityholder should notify the nominee of his or her appointment and instruct the nominee on how the Encana Common Shares or Encana Incentive Awards are to be voted.

Q:    If I am not going to attend the Meeting, should I return my form of proxy or otherwise vote my Encana Common Shares or Encana Incentive Awards?

Yes. Completing, signing, dating and returning the form of proxy by mail or fax, submitting a proxy by calling the toll-free number shown on the form of proxy or submitting a proxy by visiting the website shown on the form of proxy ensures that your Encana Common Shares or Encana Incentive Awards will be represented and voted at the Meeting, even if you otherwise do not attend.

Q:    What is the deadline to provide my proxy?

To be valid your proxy must be received by our transfer agent, AST Trust Company (Canada) (“AST”), at its Toronto office, at AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1, no later than [●] (Mountain Time) on [●], 2020 or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in Canada and the U.S.) before the time of the adjourned or postponed Meeting.

Q:    Can I change or revoke my vote?

Yes. If your Encana Common Shares are registered in your name or you are an Encana Incentive Awardholder, you can change or revoke a previously delivered vote in the following ways:

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Beneficial owners of Encana Common Shares may change their voting instruction by submitting new voting instructions to the brokers, banks or other nominees that hold their shares of record or by requesting a proxy issued in their own name from such broker, bank or other nominee and voting in person at the Meeting.

In addition, Encana Shareholders who hold Encana Common Shares in an Encana employee benefit plan may revoke or change their proxy via any of the foregoing methods, except that a new employee benefit plan participant proxy must be received by [●] (Mountain Time) on [●], 2020.

Q:    If my Encana Common Shares are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote my shares for me?

No. If your Encana Common Shares are held in the name of a broker, bank or other nominee, you will receive separate instructions from your broker, bank or other nominee describing how to vote your shares. Please check with your broker, bank or other nominee and follow the voting procedures provided by your broker, bank or other nominee on your voting instruction form.

You should instruct your broker, bank or other nominee how to vote your Encana Common Shares. Under the rules applicable to broker-dealers, your broker, bank or other nominee does not have discretionary authority to vote your shares in respect of the Reorganization Resolution. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Encana does not expect any broker non-votes at the Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas the proposal to be presented at the Meeting is considered non-routine. As a result, no broker will be permitted to vote your Encana Common Shares at the Meeting without receiving instructions.

Q:    Who is making and paying for this proxy solicitation?

Encana is making this proxy solicitation and will pay for all of the costs of soliciting these proxies. Its directors and certain of its employees may solicit proxies in person or by telephone, fax or email. Encana will pay these employees and directors no additional compensation for these services. Encana has retained the services of the Proxy Solicitors to solicit proxies in Canada and the United States. Encana will deliver proxy-related materials to nominees, custodians and fiduciaries, and they will be asked to promptly forward them to the beneficial (non-registered) Encana Shareholders. Encana will also reimburse such nominees, custodians and fiduciaries for their expenses in sending proxy-related materials to the beneficial (non-registered) Encana Shareholders and obtaining their proxies.

Q:    How will shares of Common Stock of Ovintiv differ from Encana Common Shares?

As a result of differences between Delaware law and the CBCA, there will be differences between your rights as a stockholder of Ovintiv under Delaware law and your current rights as a shareholder of Encana under the CBCA. In addition, there are differences between the organizational documents of Encana and Ovintiv.

These differences are discussed in detail under “Comparison of Rights of Encana Shareholders and Ovintiv Stockholders”. Also refer to “Description of Ovintiv Capital Stock” for a description of the shares of Common

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Stock of Ovintiv. The Ovintiv Certificate of Incorporation and Ovintiv Bylaws, in the form substantially as they will be in effect upon completion of the Reorganization, are attached as Appendices F and G, respectively, of this Proxy Statement/Prospectus.

Q:    Are Encana Shareholders entitled to Dissent Rights?

Yes. Under the Interim Order, registered holders of Encana Common Shares are entitled to Dissent Rights only if they follow the procedures specified in the CBCA, as modified by the Interim Order and the Plan of Arrangement. Persons who are beneficial owners of Encana Common Shares registered in the name of an intermediary who wish to dissent should be aware that only registered Encana Shareholders are entitled to Dissent Rights. Accordingly, a beneficial owner of Encana Common Shares desiring to exercise this right must make arrangements for the Encana Common Shares beneficially owned by such Encana Shareholder to be registered in the Encana Shareholder’s name prior to the time the Dissent Notice is required to be received by Encana, or, alternatively, make arrangements for the registered holder of such Encana Common Shares to dissent on the Encana Shareholder’s behalf.

If you wish to exercise Dissent Rights, you should review the requirements summarized in this Proxy Statement/Prospectus carefully and consult with your legal advisor. See “The Reorganization – Dissenting Shareholder Rights”.

Q:    Who can answer my questions?

If you have any questions about the information contained in this Proxy Statement/Prospectus or require assistance in completing your form of proxy or voting instruction form, please contact: (i) Kingsdale Advisors by telephone at 1-866-229-8166 (toll-free in North America) or at 1-416-867-2272 (collect outside North America); or (ii) Innisfree M&A Incorporated by telephone at 1-877-800-5192 (toll-free in North America) or at 1-212-750-5833 (collect outside of North America).

Q:    Where can I find more information about Encana and the transactions contemplated by the Plan of Arrangement?

You can find out more information about Encana and the transactions contemplated by the Plan of Arrangement by reading this Proxy Statement/Prospectus and from various sources described in the section entitled “Where You Can Find More Information”.

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RISK FACTORS

An investment in shares of Common Stock of Ovintiv is subject to a number of risks. Prior to making any decision as to whether or not to vote in favor of the Reorganization Resolution, Encana Securityholders should carefully consider risk factors associated with holding shares of Common Stock of Ovintiv and/or Ovintiv Incentive Awards, Encana’s business and the industry in which it operates, together with all other information contained in this Proxy Statement/Prospectus, including, in particular the risk factors described below.

You should carefully consider the following factors as well as the other information contained in and incorporated by reference into this Proxy Statement/Prospectus, and specifically, the factors described in the section entitled “Item 1A. Risk Factors” in the Annual Report on Form 10-K of Encana for the year ended December 31, 2018. For information about Encana’s filings incorporated by reference in this Proxy Statement/Prospectus, see the section entitled “Where You Can Find More Information”.

Risks Relating to Encana’s Business

You should read and consider the risk factors specific to Encana’s business that will continue to affect Ovintiv after completion of the Reorganization. These risks are described in the section entitled “Item 1A. Risk Factors” in the Annual Report on Form 10-K of Encana for the year ended December 31, 2018, which is incorporated by reference into this Proxy Statement/Prospectus, and in other documents that are incorporated by reference into this Proxy Statement/Prospectus.

Risks Relating to Ovintiv

The rights of stockholders under Delaware law may differ from the rights of shareholders under Canadian law.

If the Reorganization is completed, Encana Shareholders will become stockholders of a Delaware corporation. There are differences between the CBCA and the DGCL. For example, under the CBCA, many significant corporate actions such as amending a corporation’s articles of incorporation or consummating a merger require the approval of at least two-thirds of the votes cast by shareholders, whereas under the DGCL, in most cases, such actions require the approval of a majority of the voting power of outstanding stock entitled to vote on the matter. Furthermore, shareholders under the CBCA are entitled to appraisal rights under a number of extraordinary corporate actions, including an amalgamation with another unrelated corporation, certain amendments to a corporation’s articles of incorporation or the sale of all or substantially all of a corporation’s assets, whereas under the DGCL, stockholders are only entitled to appraisal rights in connection with certain mergers, consolidations and similar transactions. As shown by the examples above, if the Reorganization is completed, in certain circumstances, holders of shares of Common Stock of Ovintiv will be afforded different protections under the DGCL than Encana Shareholders had under the CBCA. See “Comparison of Rights of Encana Shareholders and Ovintiv Stockholders” for further details.

Provisions in the Ovintiv Certificate of Incorporation and Ovintiv Bylaws could impact change in control transactions.

In addition to protections afforded under the DGCL, the Ovintiv Certificate of Incorporation and Ovintiv Bylaws will contain provisions that could have the effect of delaying or preventing changes in control or changes in management or the Ovintiv Board. These provisions include:

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The Ovintiv Certificate of Incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with Ovintiv or its directors or officers or other matters pertaining to Ovintiv’s internal affairs.

The Ovintiv Certificate of Incorporation will provide that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the exclusive forum for:

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Ovintiv or its directors, officers or other matters pertaining to Ovintiv’s internal affairs, and may discourage lawsuits with respect to such claims. Alternatively, if a court were to find these provisions of the Ovintiv Certificate of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, Ovintiv may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition or operating results.

There has been no prior public trading for the shares of Common Stock of Ovintiv on the NYSE or the TSX and the market price of the shares of Common Stock of Ovintiv may be subject to volatility.

Although the Encana Common Shares have historically been listed on the NYSE and the TSX, there has been no public trading market for the shares of Common Stock of Ovintiv. Following the listing of the shares of Common Stock of Ovintiv on the NYSE and the TSX, and having regard to the Share Consolidation being completed pursuant to the Reorganization, there can be no assurance that the trading market for such shares will continue to be as active or liquid as was the trading market for the Encana Common Shares prior to the Reorganization or that the trading price of the shares of Common Stock of Ovintiv following the Reorganization may not be effectively lower than the trading price of the Encana Common Shares (including as a result of the Share Consolidation pursuant to the Reorganization).

As is the case with the Encana Common Shares, the market price of the shares of Common Stock of Ovintiv may be volatile. The value of an investment in the shares of Common Stock of Ovintiv may decrease or increase

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abruptly, and such volatility may bear little or no relation to Encana’s performance. The price of the shares of Common Stock of Ovintiv may fall in response to market appraisal of Encana’s strategy or if Encana’s results of operations and/or prospects are below the expectations of market analysts or shareholders. In addition, stock markets have, from time to time, experienced significant price and volume fluctuations that have affected the market price of securities, and may, in the future, experience similar fluctuations which may be unrelated to Ovintiv’s operating performance and prospects but nevertheless affect the price of the shares of Common Stock of Ovintiv. This volatility may affect the ability of holders of shares of Common Stock of Ovintiv to sell these at an advantageous price. Broad market fluctuations, as well as economic conditions generally may adversely affect the market price of the shares of Common Stock of Ovintiv.

Ovintiv will need to enter into certain new arrangements which may not be on terms as favorable as arrangements entered into by Encana.

Concurrently with or immediately following completion of the Reorganization, Ovintiv expects to enter into new arrangements as the ultimate parent company to Encana and its subsidiaries, including entering into guarantees, establishing credit facilities and arranging other sources of financing. While Ovintiv anticipates such terms will be materially consistent with the arrangements currently in place for Encana, there is no assurance that such arrangement will not impose additional operating or financial restrictions on Ovintiv, or that such arrangements will be on commercially reasonable terms or terms that are acceptable to Ovintiv.

Following the Reorganization, a downgrade of Ovintiv’s credit ratings could increase its cost of capital and limit its access to capital, suppliers or counterparties.

Following the Reorganization, Ovintiv anticipates its rating of long-term and short-term debt to be consistent with Encana’s current ratings as Ovintiv and its subsidiaries will carry on the business currently carried on by Encana and its subsidiaries and there will be no change in the underlying financial condition of the company. The credit ratings are based upon operating performance, liquidity and leverage ratios, overall financial position, and other factors viewed by the credit rating agencies as relevant to both the oil and gas industry and Ovintiv’s economic outlook. Because Ovintiv may rely in part on debt financing for ongoing operations, a downgrade in its credit rating may increase the cost of borrowing under Ovintiv’s credit facilities, limit access to private and public markets to raise short-term and long-term debt, and negatively impact Ovintiv’s cost of capital.

Credit ratings may also be important to suppliers or counterparties when they seek to engage in certain transactions. Downgrades in one or more of Ovintiv’s credit ratings may require it to post collateral, letters of credit, cash or other forms of security as financial assurance of its performance under certain contractual arrangements with marketing counterparties, facility construction contracts, and pipeline and midstream service providers. In connection with certain over-the-counter derivatives contracts and other trading agreements, Ovintiv could be required to provide additional collateral or to terminate transactions with certain counterparties based on its credit rating. The occurrence of any of the foregoing could have a material adverse effect on Ovintiv’s liquidity and capital position.

Ovintiv’s ability to pay dividends in the future is not guaranteed.

Any future determination to pay dividends will be at the discretion of the Ovintiv Board and will depend upon many factors, including Ovintiv’s results of operations, financial position, capital requirements, distributable reserves, credit terms, general economic conditions and other factors as the Ovintiv Board may deem relevant from time to time. Consequently, future dividends payable to investors are not guaranteed.

The issuance of additional shares of Common Stock of Ovintiv in connection with future acquisitions or growth opportunities, any Ovintiv Incentive Plan or otherwise may dilute all other shareholdings.

Ovintiv may seek to raise financing to fund future growth opportunities. In certain circumstances, Ovintiv may, for these and other purposes, including pursuant to any Ovintiv Incentive Plan, issue additional equity or

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convertible equity securities. As a result, existing holders of shares of Common Stock of Ovintiv may suffer dilution in their percentage ownership or the market price of such shares may be adversely affected.

Risks Relating to the Reorganization

Encana may fail to realize the perceived benefits of the Reorganization or its business may be impacted by the uncertainty associated with the U.S. Domestication.

Encana has pursued the Reorganization because it believes that the U.S. Domestication will enhance shareholder value over the long-term by raising the profile and marketability of Encana’s capital stock in the United States through, among other things, the ability to attract deeper and growing pools of passive investment capital in the U.S., particularly if shares of Common Stock of Ovintiv are able to be included in certain U.S. stock market indices and other investment vehicles that only include securities of U.S.-domiciled companies. However, if, following the Reorganization, the shares of Common Stock of Ovintiv are removed from Canadian stock market indices and not included in such U.S. stock market indices, or if shares of Common Stock of Ovintiv are removed from funds that only hold Canadian-domiciled companies, certain retail and institutional shareholders may be forced to sell their shares of Common Stock of Ovintiv, which could increase stock price volatility or cause the market price of the shares of Common Stock of Ovintiv to fall. Given that inclusion and continued inclusion in a stock market index or fund is subject to numerous factors which can be applied subjectively by the entity managing the index or fund, there can be no assurances that Ovintiv will be not be removed from applicable Canadian stock market indices or funds nor can there be any assurances that Ovintiv will be included in any U.S. stock market indices or funds in a timely manner, or at all.

In addition, while Encana will maintain its existing Canadian presence and Ovintiv and its affiliates will carry on the business currently conducted by Encana and its subsidiaries, certain relationships, including with employees, landowners, suppliers, lenders, partners, governments and other stakeholders, may be subject to disruption due to uncertainty associated with the U.S. Domestication. Specifically, certain stakeholders may be reluctant to engage in business with Encana prior to or Ovintiv following completion of the Reorganization, or may impose additional conditions on or apply less favorable terms to transactions involving Encana and/or Ovintiv.

The success of the Reorganization will depend, in part, on the ability of Encana to realize the anticipated benefits associated with the Reorganization and associated reorganization of Encana’s corporate structure, and Encana may not be able to realize such benefits on a timely basis or at all.

The Reorganization is conditional, and the conditions may not be satisfied.

Completion of the Reorganization is conditional, among other things, upon the receipt of approvals and the satisfaction of other conditions, including (i) the authorization, upon official notice of issuance, of the listing of the shares of Common Stock of Ovintiv on the NYSE, (ii) the approval of the listing of the shares of Common Stock of Ovintiv on the TSX, (iii) the approval of the Court in respect of the Arrangement, and (iv) the receipt of the Required Securityholder Approvals. Although Encana is diligently applying its efforts to take, or cause to be taken, all actions to do, or cause to be done, all things necessary, proper or advisable to obtain the requisite approvals, there can be no assurance that these conditions will be fulfilled or that the Reorganization will be completed. Further, even if the Required Securityholder Approvals have been obtained, the Encana Board may decide to delay or not proceed with the Reorganization if it determines that the Reorganization is no longer advisable.

The Reorganization may result in material Canadian federal income tax (including material Canadian “emigration tax”) and/or material U.S. federal income tax for Encana or Ovintiv.

For Canadian federal income tax purposes, based on and subject to current assumptions and current market value, and subject to the discussion of the U.S. Domestication below, Encana does not expect the Reorganization to

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give rise to material corporate-level Canadian federal income tax for Encana or Ovintiv. However, in certain circumstances, Ovintiv may become subject to corporate-level Canadian federal income tax. The U.S. Domestication, which occurs as part of the Reorganization, will cause Ovintiv to cease to be resident in Canada for the purpose of the Canadian Tax Act and as a result Ovintiv will be deemed to have a taxation year end immediately prior to the U.S. Domestication. Ovintiv will also be deemed to have disposed of each of its properties immediately before its deemed taxation year end for proceeds of disposition equal to the fair market value of such properties and to have reacquired such properties immediately thereafter at a cost amount equal to fair market value. Ovintiv will be required to include in its taxable income under the Canadian Tax Act any income and net taxable capital gains realized as a result of the deemed disposition of its properties. Ovintiv also will be subject to an additional “emigration tax” on the amount by which the fair market value, immediately before its deemed taxation year end resulting from the Reorganization, of all of the properties owned by Ovintiv exceeds the total of certain of its liabilities and the paid-up capital of all the issued and outstanding shares of Ovintiv immediately before the deemed taxation year end.

While Encana expects that the deemed disposition of Ovintiv’s properties that will occur as part of the Reorganization and the computation relevant for emigration tax will not result in any material Canadian federal income tax (including material “emigration tax”) to Encana or Ovintiv at current estimates of fair market value, if a material number of Encana Shareholders are eligible to, and do, become Electing Shareholders by making and filing valid Section 85 Elections, the adjusted cost base to Ovintiv of its properties and the aggregate of the paid-up capital of its shares and the relevant liabilities of Ovintiv could be lower than the aggregate fair market value of its properties, which could result in a material tax liability to Ovintiv. Further, there is no certainty that the fair market value of the properties of Ovintiv as currently estimated will not increase or be accepted by Canadian federal tax authorities, which may result in additional taxes payable as a result of the Reorganization. Encana has not applied to the Canadian federal tax authorities for a ruling on this matter and does not intend to do so. See “The Reorganization – Tax Effect of the Reorganization on Ovintiv – Canadian Federal Income Tax Considerations”.

For U.S. federal income tax purposes, based on and subject to current assumptions and current market value, and subject to the discussion of the U.S. Domestication below, Encana does not expect the Reorganization to give rise to material corporate-level U.S. federal income tax for Encana or Ovintiv. However, in certain circumstances, Encana or Ovintiv may become subject to corporate-level U.S. federal income tax. Ovintiv could be subject to U.S. federal income taxation in connection with the U.S. Domestication to the extent, if any, that, at the time of such U.S. Domestication (a) the aggregate fair market value of all of the outstanding shares of Common Stock of Ovintiv exceeds (b) the U.S. tax basis in Ovintiv’s assets (computed under U.S. federal income tax principles) less liabilities of Encana assumed by Ovintiv.

There can be no assurance that the fair market value of the shares of Common Stock of Ovintiv as currently estimated will not increase, that the IRS will accept the determination of Ovintiv’s U.S. tax basis in its assets or that the IRS will not otherwise challenge Encana’s position that neither Encana nor Ovintiv is subject to U.S. federal income tax in connection with the Reorganization. Encana has not applied to the IRS for a ruling related to the Reorganization and does not intend to do so. See “The Reorganization – Tax Effect of the Reorganization on Ovintiv – U.S. Federal Income Tax Considerations”.

If the IRS does not agree with the calculation of the “all earnings and profits amount” attributable to the Encana Common Shares, certain U.S. Holders of shares of Common Stock of Ovintiv may owe U.S. federal income taxes (or a higher than anticipated amount of U.S. federal income taxes) as a result of the U.S. Domestication.

As described in greater detail under the heading “Certain U.S. Federal Income Tax Considerations”, certain U.S. Holders that, at the time of the U.S. Domestication, (i) own shares of Common Stock of Ovintiv with a fair market value of $50,000 or more (but who are not 10% U.S. Holders), and (ii) that would otherwise recognize taxable gain for U.S. federal income tax purposes with respect to their shares of Common Stock of Ovintiv in connection with the U.S. Domestication, may make the “all earnings and profits” election with respect to their

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Ovintiv stock in lieu of recognizing such taxable gain. A U.S. Holder that validly makes the “all earnings and profits” election will be required to include in income, as a deemed dividend, the “all earnings and profits amount” (as defined under applicable Treasury Regulations) that is attributable, under U.S. tax principles, to such U.S. Holder’s shares of Common Stock of Ovintiv. A 10% U.S. Holder is generally required to include in income, as a deemed dividend, the “all earnings and profits amount” attributable to the shares of Common Stock of Ovintiv owned by such U.S. Holder.

Encana is currently in the process of determining its historical earnings and profits and also expects to determine its earnings and profits for 2019 and for the portion of 2020 ending with the Effective Date. Encana will not complete this determination until after completion of the U.S. Domestication. Based on information that is currently available, however, Encana anticipates that it may have a significant earnings and profits cumulative balance. In general, the “all earnings and profits amount” attributable to shares of Common Stock of Ovintiv held by a particular U.S. Holder should generally depend on Encana’s accumulated earnings and profits from the date that the Encana Common Shares were acquired by such U.S. Holder through the Effective Date. Ovintiv intends to provide on its external website (www.ovintiv.com), under the heading “Investors”, information regarding Encana’s earnings and profits once such information is reasonably available. The determination of Encana’s earnings and profits is a complex determination and may be impacted by numerous factors. Accordingly, there can be no assurance that the IRS will agree with Ovintiv’s determination of such earnings and profits. If the IRS does not agree with such earnings and profits calculations, the earnings and profits of Encana may be greater than reported on Ovintiv’s website (as described above). In such case, a U.S. Holder that makes an “all earnings and profits” election or a 10% U.S. Holder could have a positive (or a more positive than anticipated) “all earnings and profits amount” in respect of such U.S. Holder’s shares and thereby recognize greater taxable income.

U.S. Holders are strongly urged to consult their own tax advisors regarding the U.S. federal income tax consequences of the Reorganization to them in their particular circumstances, including whether to make the “all earnings and profits” election where applicable, and the appropriate filing requirements with respect to this election. For additional information on the U.S. federal income tax consequences of the U.S. Domestication, see “Certain U.S. Federal Income Tax Considerations”.

Completion of the Reorganization may affect the timing of audit or reassessments by tax authorities.

The determination of income and other tax liabilities of Encana and its subsidiaries requires interpretation of complex domestic and foreign laws and regulations that are subject to change. Encana’s interpretation of taxation law may differ from the interpretation of the tax authorities. There are tax matters under review for which the timing of resolution is uncertain. While Encana believes that the provision for income taxes is adequate, completion of the Reorganization may affect the timing of audit and reassessment of taxes by certain tax authorities, which reassessments may be without technical merit and possibly material.

Ovintiv’s effective tax rate may change in the future, including as a result of the U.S. Domestication.

Following the U.S. Domestication, Ovintiv may be subject to current U.S. federal income taxes on the earnings of Ovintiv’s non-U.S. subsidiaries in a manner that may adversely impact the company’s effective tax rate. In addition, recently enacted U.S. tax reform legislation has significantly changed the U.S. federal income taxation of U.S. corporations, including by reducing the U.S. corporate income tax rate, limiting interest deductions, permitting immediate expensing of certain capital expenditures, requiring current taxation of certain “global intangible low-taxed income” of non-U.S. subsidiaries (regardless of whether any distributions are made by such subsidiaries), adopting elements of a territorial tax system, revising the rules governing net operating losses, and introducing new anti-base erosion provisions. The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the U.S. Treasury Department and the IRS, any of which could lessen or increase certain adverse impacts of the legislation.

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In light of these factors, there can be no assurance that Ovintiv’s effective income tax rate will not change in future periods, including as a result of and following the U.S. Domestication, which could have a material adverse effect on Ovintiv’s income tax position.

Encana will allocate time and resources to effecting the Reorganization and incur non-recurring costs related to the Reorganization.

Encana and its management has allocated and will continue to be required to allocate time and resources to effecting the completion of the Reorganization and related and incidental activities. There is a risk that the challenges associated with managing these various initiatives as described in this Proxy Statement/Prospectus may have a business impact and that consequently the underlying businesses will not perform in line with expectations. This could have an adverse effect on the business, financial condition and reputation of Ovintiv.

In addition, Encana expects to incur a number of non-recurring costs associated with the Reorganization, including legal fees, accountants’ fees, proxy solicitor fees, filing fees, mailing expenses and financial printing expenses. There can be no assurance that the actual costs will not exceed those estimated and the actual completion of the Reorganization may result in additional and unforeseen expenses. Most of these costs will be payable whether or not the Reorganization is completed. While it is expected that benefits of the Reorganization achieved by Ovintiv will offset these transaction costs over time, this net benefit may not be achieved in the short-term or at all, particularly if the Reorganization is delayed or does not happen at all. These combined factors could adversely affect the business, operating profit and overall financial condition of Ovintiv.

The unaudited pro forma financial information included in this Proxy Statement/Prospectus is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of Ovintiv following the Reorganization.

The unaudited pro forma financial information included in this Proxy Statement/Prospectus is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have been achieved if the Reorganization (including the Arrangement) had been completed on the dates or for the periods presented, nor does it purport to project the results of operations or financial position of Encana or Ovintiv for any future period or as of any future date. In addition, the unaudited pro forma financial information included in this Proxy Statement/Prospectus is based in part on certain assumptions regarding the Reorganization. These assumptions may not prove to be accurate, and other factors may affect Ovintiv’s results of operations or financial condition following the Reorganization. Further, the unaudited pro forma financial information does not reflect all of the costs that are expected to be incurred by Encana and Ovintiv in connection with the Reorganization. For more information, see the sections entitled “Information Concerning Ovintiv – Selected Unaudited Pro Forma Condensed Consolidated Financial Information” and Appendix H to this Proxy Statement/Prospectus, “Unaudited Pro Forma Financial Information of Ovintiv”.

Encana may choose to defer or abandon the Reorganization.

Even if the Required Securityholder Approvals have been obtained and other conditions required to complete the Reorganization have been satisfied, Encana may decide to defer or abandon the Reorganization at any time prior to the Effective Time of the Reorganization and in such case Encana will have incurred costs and will have directed attention and resources relating to the Reorganization, but will not realize any of the anticipated benefits of the Reorganization.

Negative publicity resulting from the Reorganization could adversely affect Encana’s business and the market price of the Encana Common Shares and the shares of Common Stock of Ovintiv.

Domestication transactions that have been undertaken by other companies have in some cases generated significant news coverage, some of which has been negative. Negative publicity generated by the Reorganization

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could cause certain persons with whom Encana has a business relationship to be more reluctant to do business with Encana prior to the Reorganization, or Ovintiv following the Reorganization. In addition, negative publicity could cause certain of Encana’s employees, particularly those in Canada, to perceive uncertainty regarding future opportunities available to them. Either of these events could have a significant adverse impact on Encana’s business. Negative publicity could also cause some Encana Shareholders to sell Encana Common Shares or decrease the demand for new investors to purchase such shares, which could have an adverse impact on the price of the Encana Common Shares and the shares of Common Stock of Ovintiv.

Completion of the Reorganization may trigger certain provisions in agreements to which Encana is a party.

While the Reorganization will not result in an effective change of control of Encana, the completion of the Reorganization may trigger certain technical change in control, right of first offer, notice, consent, assignment or other provisions in agreements to which Encana or its subsidiaries are a party. If Encana and/or Ovintiv are unable to assert that such provisions should not apply, or is unable to comply with or negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, including potentially terminating such agreements or seeking monetary damages or, in certain situations, Ovintiv may be required to make an offer to purchase outstanding debt securities of its subsidiary Newfield. Even if Encana is able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Ovintiv.

Payments in connection with the exercise of Dissent Rights by Encana Shareholders may impact Ovintiv’s financial resources.

Under the CBCA, Encana Shareholders who (i) do not vote in favor of the Reorganization Resolution, (ii) deliver to Encana a Dissent Notice, (iii) continuously hold their Encana Common Shares through the Effective Time, and (iv) otherwise comply with the requirements and procedures of Section 190 of the CBCA (as modified by the Interim Order and Plan of Arrangement), are entitled to receive payment in cash of the “fair value” of their Encana Common Shares. Should a material number of Encana Shareholders exercise Dissent Rights, a substantial cash payment may be required to be made to such Dissenting Shareholders that could have an adverse effect on Ovintiv’s financial condition and cash resources if the Reorganization is completed. It is a condition precedent to completion of the Reorganization that the time period for the exercise of any Dissent Rights conferred upon Encana Shareholders in respect of the Reorganization shall have expired and Encana Shareholders shall not have exercised (or otherwise be deemed to have exercised) Dissent Rights with respect to that number of Encana Common Shares that would make it inadvisable to proceed with the implementation of the Reorganization, as determined by Encana in its sole discretion.

Enforcement of Rights Against Ovintiv in Canada may be limited.

Ovintiv will be located outside of Canada and, following the Effective Time, the majority of its directors, officers and experts are likely to reside outside of Canada. Accordingly, it may not be possible for Ovintiv stockholders to effect service of process within Canada upon Ovintiv or the majority of its directors, officers or experts, or to enforce judgments obtained in Canadian courts against Ovintiv or the majority of its directors, officers or experts.

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VOTING INFORMATION

Voting Shares and Principal Holders

As of the Record Date for the Meeting, [●] Encana Common Shares and [●] Encana Incentive Awards were outstanding. The Encana Common Shares trade under the stock symbol “ECA” on the NYSE and the TSX.

As of the Record Date for the Meeting, the directors and executive officers of Encana had the right to vote approximately [●] Encana Common Shares, representing approximately [●]% of the Encana Common Shares then outstanding and entitled to vote at the Meeting, and [●] Encana Incentive Awards.

For information regarding each person known by Encana to beneficially own 5% or more of the outstanding Encana Common Shares and information regarding beneficial ownership of Encana Common Shares by directors and executive officers of Encana, see “Share Ownership of Certain Beneficial Owners and Management and Directors of Encana”.

It is expected that each of the directors and executive officers of Encana will vote FOR the Reorganization Resolution.

Record Date and Entitlement to Vote

Each Encana Securityholder of record at the close of business on [●], 2019, which is the Record Date of the Meeting, will be entitled to vote at the Meeting the Encana Common Shares and Encana Incentive Awards registered in his or her name on that date. Each Encana Common Share and Encana Incentive Award carries the right to one vote for the Reorganization Resolution and one vote on each other matter to be voted on at the Meeting.

Quorum

A quorum for the Meeting shall be at least two persons present in person, each being an Encana Shareholder or duly appointed proxyholder of such Encana Shareholder, together holding at least 25% of the issued Encana Common Shares entitled to be voted at the Meeting.

Proxy Voting

The persons named in the form of proxy must vote or withhold from voting your Encana Common Shares or Encana Incentive Awards in accordance with your instructions on the form of proxy. Signing the form of proxy gives authority to the persons named therein, each of whom is either a director or officer of Encana, to vote your Encana Common Shares or Encana Incentive Awards at the Meeting in accordance with your voting instructions.

In the absence of such instructions, however, your Encana Common Shares or Encana Incentive Awards will be voted FOR the Reorganization Resolution.

A proxy must be in writing and must be executed by you or by an attorney duly authorized in writing or, if the shareholder is a corporation or other legal entity, by a duly authorized officer or attorney. A proxy may also be completed over the telephone or on the Internet. To be valid your proxy must be received by our transfer agent, AST, at its Toronto office, at AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1, no later than [●] (Mountain Time) on [●], 2020 or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in Canada and the U.S.) before the time of the adjourned or postponed Meeting.

The persons named in the form of proxy will have discretionary authority with respect to amendments or variations to matters identified in the Notice of Special Meeting and with respect to other matters that properly

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come before the Meeting. As of the date of this Proxy Statement/Prospectus, our management knows of no such amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named in the form of proxy will vote on them in accordance with their best judgment.

Transfer Agent

You can contact AST, Encana’s transfer agent as follows: (i) by telephone at 1-866-580-7145 (toll-free in North America) or 1-416-682-3863 (outside of North America); (ii) on the Internet at www.astfinancial.com/ca-en; or (iii) by mail at AST Trust Company (Canada), P.O. Box 700, Station B, Montreal, QC H3B 3K3.

Registered Shareholder and Encana Incentive Awardholder Voting

You are a registered Encana Shareholder if your name appears on your share certificate or your Direct Registration (DRS) confirmation.

How to Vote

If you are eligible to vote and you are a registered Encana Shareholder or Encana Incentive Awardholder, you can vote your Encana Common Shares or Encana Incentive Awards in person at the Meeting or by proxy, as explained below. Voting by proxy is the easiest way to vote your Encana Common Shares or Encana Incentive Awards.

Voting by Proxy

Below are the different ways in which you can give your instructions, details of which are found in the proxy form accompanying this Proxy Statement/Prospectus.

At any time, AST may cease to provide telephone and Internet voting, in which case registered Encana Shareholders and Encana Incentive Awardholders can elect to vote by mail or by fax, as described above.

The persons named in the enclosed form of proxy are either directors or officers of Encana. Please see “Voting Information – Proxy Voting” above. You have the right to appoint some other person of your choice, who need not be an Encana Shareholder, director or officer, to attend and act on your behalf at the Meeting. If you wish to do so, please strike out the printed names appearing on the form of proxy and insert the name of your chosen proxyholder in the space provided on the form of proxy. If you decide to vote by telephone or by the Internet, you cannot appoint a person to vote your Encana Common Shares or Encana Incentive Awards other than our directors or officers whose printed names appear on the form of proxy. It is important to ensure that any other person you appoint as proxy is attending the Meeting and is aware that his or her appointment has been made to vote your Encana Common Shares or Encana Incentive Awards.

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Voting in Person

If you wish to vote in person, you do not need to complete or return your form of proxy. On the day of the Meeting you will have to present yourself to a representative of AST at the registration table. Your vote will be taken and counted at the Meeting.

All attendees will be asked to present a valid government-issued photo identification, such as a driver’s license or passport. The name on your photo identification will be verified against the list of Encana Securityholders of record as of the Record Date prior to your being admitted to the Meeting. If you do not have valid photo identification and we are unable to verify your ownership of Encana Common Shares or Encana Incentive Awards as of the Record Date, you will not be admitted into the Meeting. In order to expedite admission to the Meeting, you are encouraged to register in advance, by contacting AST at AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1. Please include the following in your request: your name and complete mailing address; the name(s) of any immediate family member(s) who will accompany you; and proof that you own Encana Common Shares or Encana Incentive Awards.

Deadline for Voting

Your duly completed form of proxy must be received by our transfer agent, AST, or you must vote by Internet or by telephone or by fax no later than [●] (Mountain Time) on [●], 2020 or if the Meeting is adjourned or postponed, by no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Canada and the U.S.) before the Meeting resumes.

Revoking your Proxy

As a registered Encana Shareholder or Encana Incentive Awardholder, if you vote by proxy, you may revoke it by timely voting again in any manner (on the Internet, or by telephone, mail or fax), or by depositing an instrument in writing (which includes another form of proxy with a later date) executed by you or by your attorney authorized in writing at the office of the Corporate Secretary, Encana Corporation, 500 Centre Street S.E., Calgary, Alberta, T2G 1A6, at any time up to and including the last Business Day preceding the date of the Meeting (or any adjournment or postponement, if the Meeting is adjourned or postponed), or by depositing it with the Chairman of the Meeting before the Meeting starts or, following any adjournment or postponement, before the Meeting continues. A registered Encana Shareholder or Encana Incentive Awardholder may also revoke a proxy in any other manner permitted by law. In addition, participation in person in a vote by ballot at the Meeting will automatically revoke any proxy previously given by you in respect of business covered by that vote.

Beneficial Shareholder Voting

You are a beneficial Encana Shareholder if your Encana Common Shares are held in a nominee’s name such as a bank, trust company, securities broker or other nominee. Typically, the form of proxy or voting instruction form sent or to be sent by your nominee indicates whether you are a beneficial Encana Shareholder. Generally, without specific instructions, brokers and their agents or nominees are prohibited from voting shares for their client.

How to Vote

If you are eligible to vote and you are a beneficial Encana Shareholder, you can vote your Encana Common Shares in person at the Meeting or by voting instructions, as explained below. Voting by providing voting instructions is the easiest way to vote your Encana Common Shares.

Voting Instructions

Your nominee is required to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive, or have already received, a request for voting instructions or a form of proxy for the number of Encana Common Shares held by you.

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Each nominee has its own procedures, which you should carefully follow to ensure that your Encana Common Shares are voted at the Meeting. These procedures generally allow voting in person or by proxy (telephone, fax, mail or Internet). Beneficial Encana Shareholders should contact their nominee for instructions in this regard.

Whether or not you attend the Meeting, you can appoint someone else to attend and vote as your proxyholder. To do this, please follow the procedures of your nominee carefully. The persons already named in the form of proxy are either directors or officers of Encana. Please see “Voting Information – Proxy Voting” above. It is important to ensure that any other person you appoint as proxy is either attending the Meeting in person or returning a proxy reflecting your instructions and is aware that his or her appointment has been made to vote your Encana Common Shares.

Voting in Person

If you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or form of proxy to appoint yourself as proxyholder and follow the instructions of your nominee.

Beneficial Encana Shareholders who instruct their nominee to appoint themselves as proxyholders must, at the Meeting, present themselves as such to a representative of AST. Do not otherwise complete the form of proxy sent to you as your vote will be taken and counted at the Meeting.

All attendees will be asked to present a valid government-issued photo identification, such as a driver’s license or passport, together with proof of ownership. Please follow the instructions of your nominee to obtain proof of ownership as of the Record Date. If you do not have valid photo identification and we are unable to verify your ownership of Encana Common Shares as of the Record Date, you will not be admitted into the Meeting. In order to expedite admission to the Meeting, you are encouraged to register in advance, by contacting AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1. Please include the following in your request: your name and complete mailing address; the name(s) of any immediate family member(s) who will accompany you; and proof that you own Encana Common Shares.

Deadline for Voting

If voting by voting instructions, your nominee must receive your voting instructions in sufficient time for your nominee to act on them. Every nominee has its own procedures which you should carefully follow to ensure that your Encana Common Shares are voted at the Meeting. For your vote to count it must be received by our transfer agent, AST, no later than [●] (Mountain Time) on [●], 2020, or if the Meeting is adjourned or postponed, by no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Canada and the U.S.) before the Meeting resumes.

Revoking Voting Instructions

To revoke your voting instructions, follow the procedures provided by your nominee.

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THE REORGANIZATION

Background to the Reorganization

As part of the ongoing assessment of our business, the Encana Board monitors capital market trends and investor sentiment, hearing regularly from management and external advisors on opportunities to enhance shareholder value. Over the past several years, the increasing flow of capital into passive investment funds was identified by the Encana Board as an emerging trend warranting further study. As part of the successful acquisition of Newfield, we examined in detail the composition of Newfield’s stockholder base, noting Newfield’s significantly larger passive investor stockholder base as well as its inclusion in the S&P 500 as compared to Encana. Following our acquisition of Newfield in February 2019, the Encana Board directed management to review in detail the drivers of this distinct difference, how our passive investor shareholder base compared to our peers and what could be done to ensure we had the opportunity to attract capital from the broadest group of potential investors.

With the assistance of financial advisors, management reviewed the continued growth of passive investment funds in U.S. capital markets and observed that, like our Canadian peers, Encana had a lower level of passive investment holdings compared to our U.S. peers. Having noted this difference, management considered whether, among other things, being a Canadian company limited our ability to attract and retain capital, particularly given that certain U.S. institutional investors could only allocate a portion of their capital to investments in securities of non-U.S. companies. As part of its review, management also considered whether the perceived disconnect in our valuation as compared to our U.S. peers was due, in part, to an inability to access certain pools of passive investment capital in the U.S.

On July 29 and 30, 2019, at the Encana Board’s annual strategy session, the Encana Board received presentations from Canadian and U.S. financial advisors on the direction of capital markets generally and our market positioning more specifically. As part of its review, the Encana Board discussed key drivers to enhance long-term value for our shareholders, the perceived disconnect of our valuation relative to peers and certain macro-economic trends. Management presented the Encana Board with potential opportunities to enhance shareholder value over the long term, including how becoming a U.S. company could raise our profile and marketability in the U.S. and allow us to gain exposure to a growing pool of U.S. passive investment funds. The Encana Board noted that, despite the majority of our operations and shareholders being located in the U.S., and the fact that a substantial majority of our trading volume occurs in U.S. markets, because we are domiciled in Canada, certain passive U.S. investors may not be able to invest in Encana Common Shares, particularly if U.S. stock market indices excluded securities of foreign companies. Following a review of the passive ownership levels of our U.S. peers, the Encana Board concluded that the failure to attract and retain passive investment capital could adversely affect our market competitiveness and shareholder value. The Encana Board directed management to review the cost of a potential domicile change and to continue additional work to analyze the merits and risks of Encana transitioning to a U.S. company, as well as associated corporate governance and capital structure changes, in order to better reflect our substantial presence in the United States. The Encana Board further requested that management consider a potential rebranding to occur concurrently with the potential U.S. domestication in order to better articulate our culture and long-term strategic vision for the company.

On October 18, 2019, management discussed with the Encana Board the merits of rebranding the company concurrent with a U.S. domestication, concluding that a new brand would create a strong identity and reflect the extent of cultural change that had occurred within the organization over the past several years. Management advised the Encana Board that an experienced creative agency was engaged to advise on a rigorous and creative process and that, as part of the process, a selection of employees representing different levels of management, locations, professional backgrounds, age groups and tenure were interviewed on culture and vision of the company. With input from a cross-section of employees, the creative agency reviewed themes, corporate brand positioning and cultural fit with the Encana Board. The Encana Board discussed the brand platform, the brand’s fit for us today and in the future, and its reflection of our long-term strategic vision. Following the discussion, the Encana Board directed management to incorporate plans to re-brand the company in conjunction with finalizing plans for the Reorganization.

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On October 30, 2019, management reviewed with the Encana Board their conclusions regarding U.S. domestication and how it could raise our profile and marketability with U.S. investors, assist us in attracting capital and improve our competitiveness relative to our peers. At the meeting, the Encana Board discussed the potential benefits and risks of the Reorganization, and the anticipated response from key stakeholders as a result of such changes. The Encana Board reviewed the plan for the Reorganization and the execution of the Arrangement and Reorganization Agreement, which would include a change of the corporate name to “Ovintiv Inc.,” a consolidation of the Encana Common Shares on the basis of one post-consolidation share for each five pre-consolidation shares and the U.S. Domestication. Following extensive discussion of the key considerations of the Reorganization, including those noted under “The Reorganization – Reasons for the Reorganization”, and after consulting with management and receiving information provided to management by financial, tax and legal advisors, the Encana Board unanimously determined that the Reorganization is in the best interests of Encana and is fair and reasonable, unanimously approved proceeding with the Reorganization and unanimously recommended that Encana Securityholders vote in favor of the Reorganization Resolution.

On October 31, 2019, prior to the opening of trading on the TSX and the NYSE, Encana issued a news release announcing the Reorganization, including the U.S. Domestication.

Recommendation of the Encana Board

At its meeting held on October 30, 2019, after careful consideration of, among other things, the advice of management and after considering information provided to management by our financial, tax, accounting and legal advisors and such other matters considered relevant, the Encana Board unanimously determined that the Reorganization (including the Plan of Arrangement and the transactions to be completed as soon as practicable following the Arrangement as set forth in the Arrangement and Reorganization Agreement) is in the best interests of Encana and is fair and reasonable. Accordingly, the Encana Board unanimously recommends that Encana Securityholders vote FOR the Reorganization Resolution.

Reasons for the Reorganization

The U.S. Domestication is the key reason for Encana proposing the Reorganization, which also includes the adoption of a new corporate name, being “Ovintiv Inc.,” and the Share Consolidation. The Encana Board, in unanimously determining that the Reorganization (including the Plan of Arrangement and the transactions to be completed as soon as practicable following the Arrangement as set forth in the Arrangement and Reorganization Agreement) is in the best interests of Encana and is fair and reasonable, and in recommending that Encana Securityholders vote in favor of the Reorganization Resolution, considered and relied upon a number of factors, including, among other things, the following:

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In the course of their deliberations, the Encana Board, in consultation with management and after considering information provided to management by our financial, legal, accounting and tax advisors, also considered a variety of risks (as described in greater detail under the heading “Risk Factors”) and other potentially negative factors relating to the Reorganization, including the following:

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The foregoing description of the information and factors considered by the Encana Board includes the principal positive and negative factors considered by them, but is not intended to be exhaustive and may not include all of the factors considered, and, in view of the number and complexity of factors considered by the Encana Board, the Encana Board did not find it practicable to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors considered by them in making their recommendations (and individual members of the Encana Board may have given different weights to different factors). The Encana Board reached their recommendation based on the totality of the information presented to, and considered by, them through their deliberations.

The foregoing discussion of the information and factors considered by the Encana Board is forward-looking in nature. This information should be read in light of the factors set forth in the sections entitled “Information Contained in Proxy Statement/Prospectus”, “Cautionary Statement Regarding Forward-Looking Statements”, “The Reorganization – Background to the Reorganization” and “Risk Factors”.

Particulars of the Reorganization

The following summary of certain transaction steps of the Reorganization is qualified in its entirety by reference to the full text of Arrangement and Reorganization Agreement, which is set forth in Appendix B to this Proxy Statement/Prospectus, and the Plan of Arrangement, a copy of which is attached as Schedule A to the Arrangement and Reorganization Agreement.

The Reorganization is being implemented in accordance with the terms of and subject to the conditions contained in the Arrangement and Reorganization Agreement (including, with respect to the Arrangement, the Plan of Arrangement). Pursuant to the terms of the Plan of Arrangement, the Arrangement will be completed at the Effective Time. The remainder of the transactions and other steps comprising the Reorganization will take place as soon as practicable following the Effective Time, in accordance with terms of the Arrangement and Reorganization Agreement. The Reorganization is subject to the satisfaction or waiver of the conditions thereto as set out in the Arrangement and Reorganization Agreement. See “Summary of the Arrangement and Reorganization Agreement”.

The purpose of the Reorganization is to facilitate a series of transactions which will occur in a specific sequence and as a consequence of which, among other things (i) Encana will complete a share consolidation on the basis of one post-consolidation share for each five pre-consolidation shares, (ii) Ovintiv will ultimately acquire all of the issued and outstanding Encana Common Shares in exchange for shares of Common Stock of Ovintiv on a one-for-one basis (or in certain cases, in exchange for an Ovintiv Purchase Note with the Ovintiv Purchase Notes subsequently being exchanged for additional shares of Common Stock of Ovintiv), and become the parent company Encana and its subsidiaries, and (iii) Ovintiv will become a Delaware corporation. Shares of Common Stock of Ovintiv will be listed on the NYSE. In addition, Encana has applied to have the shares of Common Stock of Ovintiv listed on the TSX. On both the NYSE and the TSX, the stock symbol for the shares of Common Stock of Ovintiv will be “OVV”. See “The Reorganization – Certain Legal and Regulatory Matters – Stock Exchange Listings”.

Plan of Arrangement Steps

Pursuant to the Plan of Arrangement, commencing at 6:00 a.m. (Mountain Time) on the Effective Date, each of the following events or transactions shall occur and be deemed to occur in the following sequence and one

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minute following the event(s) in the immediately preceding section, without any further act or formality, unless specifically noted:

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and concurrently with the foregoing, the Ovintiv Voting Preferred Shares shall be automatically redeemed by Ovintiv in accordance with their terms for no additional consideration, and shall be cancelled;

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Encana and Ovintiv (or its predecessors) may amend, modify and/or supplement the Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that any such amendment, modification or supplement must be contained in a written document which is: (i) filed with the Court and, if made following the Meeting and adversely affecting the economic interest of any Encana Securityholder, approved by the Court; (ii) communicated to the Director; and (iii) if required by the Court, communicated to the Encana Securityholders in the manner required by the Court.

The issuance of Ovintiv Purchase Notes pursuant to the Plan of Arrangement to any Encana Shareholder will only occur in certain circumstances as outlined in the Plan of Arrangement. Any Ovintiv Purchase Note issued ultimately will be exchanged for a fraction of a share of Common Stock of Ovintiv as a subsequent step in the Plan of the Arrangement and will have no impact on the ultimate consideration or number of shares of Common Stock of Ovintiv that each Encana Shareholder is entitled to receive upon completion of the Reorganization. The issuance of Ovintiv Purchase Notes, if any, as an interim step in the Reorganization, should cause the exchange to be a taxable transaction for Canadian federal income tax purposes to a Canadian Holder unless such shareholder is eligible to, and does, become an Electing Shareholder by making and filing a valid joint election with Ovintiv to have the exchange occur on a partial or fully tax-deferred basis. A Canadian Holder can choose to be an Electing Shareholder by completing the appropriate election form to be located on Ovintiv’s website under the heading “Investors” at www.ovintiv.com and sending such election form to the address specified on the website such that it is received within 60 days following the Effective Date in accordance with the procedures noted on Ovintiv’s website. As soon as practicable following completion of the Reorganization, Encana will issue a news release and/or post a notice on its website confirming the issuance (or not) of any such Ovintiv Purchase Notes. See “Certain Canadian Federal Income Tax Considerations”.

Post-Arrangement Reorganization Transactions

Immediately following the completion of the Arrangement (as evidenced by the issuance of the Certificate of Arrangement), Encana and Ovintiv shall, and shall cause any other direct or indirect subsidiary of Encana or Ovintiv at such time, to complete the following transactions on the Effective Date at the times set forth below (or at such other times as may be mutually agreed to by Encana and 184Co):

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Upon completion of the Reorganization, Encana Shareholders will ultimately be entitled to receive, subject to the terms and conditions described in this Proxy Statement/Prospectus, shares of Common Stock of Ovintiv, a Delaware corporation, and Encana Shareholders will not be entitled to receive upon completion of the Reorganization (i) shares of Ovintiv organized in a jurisdiction other than Delaware, because Ovintiv will become a Delaware corporation prior to completion of the Reorganization or (ii) Ovintiv Purchase Notes, because any Ovintiv Purchase Notes issued will subsequently be exchanged for shares of Common Stock of Ovintiv prior to completion of the Reorganization.

Effect of the Reorganization on the Encana Incentive Awards

In connection with the Reorganization, Ovintiv will assume the Encana Incentive Plans, and each outstanding Encana Incentive Award will be exchanged for an Ovintiv Incentive Award. The Ovintiv Incentive Awards will

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be subject to substantially the same terms and conditions as the exchanged Encana Incentive Awards, except, in the case of equity-based Encana Incentive Awards, the security issuable upon exercise or settlement of the Ovintiv Incentive Award, as applicable, will be a share of Common Stock of Ovintiv (or its cash equivalent) rather than an Encana Common Share (or its cash equivalent), all as adjusted for the Share Consolidation pursuant to the Plan of Arrangement.

Effect of the Reorganization on the Encana Debt

In connection with the Reorganization, Ovintiv will assume all of Encana’s obligations under the Encana Debt and will enter into supplemental indentures to the Debt Indentures, as a consequence of which Ovintiv will be the obligor in respect of, and effectively the issuer of, such debt in lieu of Encana following completion of the Reorganization and Encana will be discharged from all obligations under the Debt Indentures.

Tax Effect of the Reorganization on Ovintiv

Canadian Federal Income Tax Considerations

Following the U.S. Domestication, which will occur as part of the Reorganization, Ovintiv will cease to be a resident of Canada for purposes of the Canadian Tax Act and will no longer be subject to Canadian federal income tax on its worldwide income (but will be subject to U.S. federal and state tax). However, if Ovintiv (or its subsidiaries) carries on business in Canada or has other Canadian sources of income, it (or such subsidiaries) will be subject to Canadian income tax in respect of such Canadian source income, subject to relief under the Canada-U.S. Tax Convention (1980), as amended (the “Treaty”). Further, if a subsidiary of Ovintiv is resident in Canada or deemed to be resident in Canada following the Reorganization, such subsidiary will be subject to Canadian federal income tax on its worldwide income. Management of Encana does not expect that Ovintiv will carry on business in Canada following the Reorganization but subsidiaries of Ovintiv will continue to carry on business in Canada following the Reorganization. See “The Reorganization – Reasons for the Reorganization”.

For purposes of the Canadian Tax Act, Ovintiv’s taxation year will be deemed to have ended immediately before it ceases to be a resident of Canada as a result of the U.S. Domestication and a new taxation year will be deemed to have begun at that time. Immediately before its deemed taxation year end, Ovintiv will be deemed to have disposed of each of its properties for proceeds of disposition equal to the fair market value of such properties and to have reacquired such properties immediately thereafter at a cost equal to fair market value. Ovintiv will be required to include in its taxable income under Part I of the Canadian Tax Act any income and net taxable capital gains realized as a result of the deemed dispositions of its properties.

Ovintiv also will be subject to an additional “emigration tax” under Part XIV of the Canadian Tax Act on the amount by which the fair market value, immediately before its deemed taxation year end resulting from the U.S. Domestication, of all of the property owned by Ovintiv exceeds the total of certain of its liabilities and the paid-up capital of all its issued and outstanding shares immediately before the deemed taxation year end. This additional tax is generally payable at the rate of 25%, but will be reduced to 5% under the Treaty, unless it can reasonably be concluded that one of the main reasons for Ovintiv becoming resident in the United States was to reduce the amount of emigration tax or Canadian withholding tax under Part XIII of the Canadian Tax Act.

Encana Shareholders are cautioned that the CRA may not agree with Ovintiv’s determination of the fair market value of its properties or the amount of its liabilities at the relevant time. It is also possible that the fair market value of Ovintiv’s properties may change between the date hereof and the time of the U.S. Domestication. See “Risk Factors – The Reorganization may result in material Canadian federal income tax (including material Canadian “emigration tax”) and/or material U.S. federal income tax for Encana or Ovintiv”.

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U.S. Federal Income Tax Considerations

For U.S. federal income tax purposes, based on and subject to current assumptions and current market value, and subject to the discussion of the U.S. Domestication below, the Reorganization is not expected to give rise to material corporate-level U.S. federal income tax for Encana or Ovintiv.

Ovintiv could, however be subject to U.S. federal income taxation in connection with the U.S. Domestication that forms part of the Reorganization to the extent, if any, that, at the time of such U.S. Domestication (a) the aggregate fair market value of all of the outstanding shares of Common Stock of Ovintiv, exceeds (b) the U.S. tax basis in Ovintiv’s assets (computed under U.S. federal income tax principles) less liabilities of Encana assumed by Ovintiv.

Encana does not expect, as of the date hereof, that it or Ovintiv will be subject to U.S. federal income tax in connection with the transactions comprising the Reorganization, including the U.S. Domestication. However, there can be no assurance that the fair market value of the shares of Common Stock of Ovintiv as currently estimated will not increase, that the IRS will accept the determination of Ovintiv’s U.S. tax basis in its assets or that the IRS will not otherwise challenge Encana’s position that neither Encana nor Ovintiv is subject to U.S. federal income tax in connection with the Reorganization. Encana has not applied to the IRS for a ruling related to the Reorganization and does not intend to do so. See “Risk Factors – The Reorganization may result in material Canadian federal income tax (including material Canadian “emigration tax”) and/or material U.S. federal income tax for Encana or Ovintiv”.

After the Reorganization, Ovintiv will be subject to U.S. federal income tax as a U.S. corporation. See “Risk Factors – Ovintiv’s effective tax rate may change in the future, including as a result of the U.S. Domestication”.

Directors and Officers of Ovintiv following the Reorganization

The same persons currently serving as directors and officers of Encana will serve as directors and officers of Ovintiv following the Reorganization. See “Information Concerning Ovintiv – Directors and Officers of Ovintiv”.

Letter of Transmittal

A Letter of Transmittal will be mailed, together with this Proxy Statement/Prospectus, to each person who was a registered holder of Encana Common Shares on the Record Date. Each registered Encana Shareholder must forward a duly completed and executed Letter of Transmittal, with accompanying Encana Common Share certificate(s) and/or such other documents and instruments as the Depositary may reasonably require, in order to receive the shares of Common Stock of Ovintiv to which such Encana Shareholder is entitled under the Reorganization. It is recommended that Encana Shareholders complete, sign and return the Letter of Transmittal and accompanying documents to the Depositary as soon as possible. All deposits of Encana Common Shares made under a Letter of Transmittal are irrevocable.

The Letter of Transmittal is available on Encana’s website at www.encana.com, on SEDAR at www.sedar.com and on the SEC’s website at www.sec.gov.

Any use of the mail to transmit a certificate for Encana Common Shares or surrender book-entry Encana Common Shares and a related Letter of Transmittal is at the risk of the Encana Shareholder. If these documents are mailed, it is recommended that registered mail, properly insured, be used.

Whether or not Encana Shareholders forward the certificate(s) representing their Encana Common Shares or surrender their book-entry Encana Common Shares, from and after completion of the Reorganization, and at the times contemplated in the Plan of Arrangement and the Arrangement and Reorganization Agreement, each

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certificate, agreement, note, document, electronic record, book entry or other instrument (as applicable) that immediately prior to the completion of the Reorganization represented Encana Securities shall be deemed to represent only the right to receive the consideration in respect of such Encana Securities required under the Plan of Arrangement and the Arrangement and Reorganization Agreement, as applicable, less any withholding amounts pursuant to the Plan of Arrangement.

The instructions for exchanging certificates representing Encana Common Shares and depositing such share certificates with the Depositary and surrendering book-entry Encana Common Shares are set out in the Letter of Transmittal. The Letter of Transmittal provides instructions with regard to lost certificates.

Procedure for the Exchange of Shares

In connection with the Reorganization, such number of shares of Common Stock of Ovintiv as is required pursuant to the Reorganization will be deposited with the Depositary for the benefit of the Encana Shareholders.

Forthwith following the completion of the Reorganization, Ovintiv shall, subject to the Plan of Arrangement, cause to be issued to the Encana Securityholders the amounts issuable in respect of the Encana Securities required by the Plan of Arrangement and otherwise pursuant to the Reorganization. None of Encana, Ovintiv, the Depositary or any other Person shall be required to issue or make any certificate, agreement, note, document, electronic record, book entry or other instrument (as applicable) with respect to any Encana Securityholder that represents any securities, rights or entitlements an Encana Securityholder may have arising from or pursuant to an interim step in the Plan of Arrangement or the Arrangement and Reorganization Agreement, but instead any such certificates, agreements, notes, documents, electronic records, book entries or other instruments may be issued or made on an aggregate basis, taking into account the completion of all of the steps of the Plan of Arrangement and those steps and the transactions to be completed pursuant to the Arrangement and Reorganization Agreement as part of the Reorganization.

Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Encana Common Shares or book-entry Encana Common Shares that were exchanged and transferred pursuant to the Plan of Arrangement and otherwise affected after giving effect to the Reorganization, together with the duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Encana Shareholder surrendering such certificate or book-entry Encana Common Shares will be entitled to receive in exchange therefor, and the Depositary will deliver to such Encana Shareholder, the consideration which such Encana Shareholder has the right to receive under the Reorganization for such Encana Common Shares (including certificates representing the number of shares of Common Stock of Ovintiv issued to such holder in accordance with the Reorganization), less any amounts withheld pursuant to the Plan of Arrangement, and any Encana Common Share certificate or book-entry Encana Common Shares so surrendered will forthwith be cancelled.

Any exchange or transfer of Encana Common Shares pursuant to the Reorganization will be free and clear of any liens or other claims of third parties of any kind.

Return of Encana Common Shares

If the Reorganization is not completed, any deposited Encana Common Shares will be returned to the depositing Encana Shareholder at Encana’s expense upon written notice to the Depositary from Encana, by returning the deposited Encana Common Shares (and any other relevant documents) by first class insured mail in the name of and to the address specified by the Encana Shareholder in the Letter of Transmittal or, if such name and address is not so specified, in such name and to such address as shown on the register maintained by Encana’s transfer agent.

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Lost Certificates

If any certificate which immediately prior to the Effective Time represented one or more outstanding Encana Common Shares that were transferred pursuant to the Plan of Arrangement has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate, the consideration to which the holder is entitled pursuant to the Reorganization. When authorizing such delivery in exchange for any lost, stolen or destroyed certificate, the Person to whom such consideration is to be delivered, will as a condition precedent to the delivery of such consideration, give a bond satisfactory to Ovintiv and the Depositary (each acting reasonably) in such sum as Ovintiv may direct, or otherwise indemnify Ovintiv and the Depositary in a manner satisfactory to Ovintiv and the Depositary (each acting reasonably) against any claim that may be made against Ovintiv and the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Cancellation of Rights

Until surrendered, each certificate that immediately prior to the Effective Time represented Encana Common Shares or book-entry Encana Common Shares will be deemed after the Effective Time to represent only the right to receive upon such surrender the consideration to which the holder is entitled to receive. Any such certificate, agreement, note, document, electronic record, book entry or other instrument (as applicable) formerly representing Encana Common Shares not duly surrendered on or before the day that is three years less one day from the Effective Date will cease to represent a claim by or interest of any kind or nature against Encana or Ovintiv, including without limitation shares of Common Stock of Ovintiv. On such date, any and all consideration to which such former holder was entitled will be deemed to have been cancelled and none of Encana, Ovintiv or any other Person will have any obligation to issue such shares of Common Stock of Ovintiv.

Withholding Rights

Encana, Ovintiv and the Depositary shall be entitled to deduct and withhold from any consideration payable to any Encana Securityholder under the Reorganization, such amounts as Encana, Ovintiv or the Depositary determines, acting reasonably, are required or reasonably believed to be required to be deducted and withheld from such consideration under any provision of any Laws in respect of taxes. Any such amounts shall be treated for all purposes as having been paid to the Person in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity.

Other than in respect of Dissenting Shareholders, Encana does not expect any withholding to be required for Canadian federal income tax purposes or U.S. federal income tax purposes as a result of the Reorganization. Refer to “Certain Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations”.

Fractional Shares

No certificates representing fractional shares of Encana or Ovintiv shall be issued. In lieu of any fractional share that each registered Encana Shareholder or other applicable Person otherwise entitled to a fractional interest may be entitled to upon the consolidation of the Encana Common Shares as a step in the Plan of Arrangement, such registered Encana Shareholder will be deemed to receive: (a) with respect to any fraction equal to or greater than 0.5, the next highest whole number of Encana Common Shares; and (b) with respect to any fraction less than 0.5, the next lowest whole number of Encana Common Shares; and for greater certainty, such procedure shall not apply in respect of beneficial holders holding through a broker, investment dealer or other nominee. In respect of the exchange of Encana Common Shares for shares of Common Stock of Ovintiv pursuant to the Plan of Arrangement and the exchange of the Ovintiv Purchase Notes, if any, for shares of Common Stock of Ovintiv pursuant to the Plan of Arrangement, while individual steps relating to such exchange may provide for fractional

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share interests, such steps will be aggregated with all other steps related to the exchange prior to the issuance of any certificates for shares of Common Stock of Ovintiv. Since the final result of all of the steps relating to the exchange is effectively an exchange of one post-consolidation Encana Common Share for one share of Common Stock of Ovintiv, there will be no fractional interests created as a result of the exchange of the post-consolidation Encana Common Shares for shares of Common Stock of Ovintiv.

Depositary

Encana has retained the services of the Depositary for the receipt of the Letter of Transmittal and the certificates representing Encana Common Shares, the surrender of book-entry Encana Common Shares and for the delivery of the shares of Common Stock of Ovintiv in exchange for the Encana Common Shares under the Reorganization. The Depositary will receive reasonable and customary compensation for its services in connection with the Reorganization, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities, including liabilities under securities laws and expenses in connection therewith.

Dividends or Other Distributions

All dividends or other distributions made with respect to any shares of Common Stock of Ovintiv allotted and issued pursuant to this Reorganization but for which a certificate or book entry shares of Common Stock of Ovintiv has not been issued shall be paid or delivered to the Depositary to be held by the Depositary in trust for the registered holder thereof. All monies received by the Depositary shall be invested by it in interest-bearing trust accounts upon such terms as the Depositary may reasonably deem appropriate. The Depositary shall pay and deliver to any such registered holder, as soon as reasonably practicable after application therefor is made by the registered holder to the Depositary in such form as the Depositary may reasonably require, such dividends or other distributions and any interest thereon to which such holder is entitled, net of applicable withholding and other taxes. Any money held by the Depositary in respect of such dividends or distributions that is unclaimed on or before the day that is three years less one day from the Effective Date shall be returned by the Depositary to Ovintiv and any right or claim to payment hereunder that remains outstanding on the day that is three years less one day from the Effective Date shall cease to represent a right or claim by or interest of any kind or nature, and the right of a former holder of shares of Common Stock of Ovintiv to receive such dividends or other distributions, or any interest thereon, shall terminate and be deemed to be surrendered and forfeited for no consideration.

Expenses of the Reorganization

Encana estimates that expenses in the aggregate amount of approximately $10 million will be incurred by Encana in connection with the Reorganization, including legal, tax, accounting and financial advisors, Depositary, proxy solicitors, filing and printing costs and the cost of preparing and mailing this Proxy Statement/Prospectus.

Required Securityholder Approvals

To be effective, the Reorganization Resolution must be approved, with or without variation, by the affirmative vote of at least two-thirds of the votes cast on the Reorganization Resolution, in person or by proxy, by both (i) Encana Shareholders and Encana Incentive Awardholders, voting together as a single class, and (ii) Encana Shareholders, voting separately.

The Encana Board recommends that Encana Securityholders vote FOR the Reorganization Resolution.

Certain Legal and Regulatory Matters

Court Approval

The Arrangement that forms part of the Reorganization requires approval by the Court under the CBCA. Prior to the mailing of this Proxy Statement/Prospectus, Encana obtained the Interim Order providing for the calling and

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holding of the Meeting, the Dissent Rights and other procedural matters. A copy of the Interim Order is attached hereto as Appendix D. A copy of Encana’s notice of application for the Final Order is attached hereto as Appendix E.

Subject to the obtaining the Required Securityholder Approvals at the Meeting, the hearing of Encana’s application for the Final Order is scheduled to take place on [●], 2020 at [●] (Mountain Time) at the Calgary Courts Centre, 501 6^th Street S.W., Calgary, Alberta, or at any other date and time as the Court may direct. At the hearing and subject to further order of the Court, any Encana Securityholder or other interested party desiring to appear and make submissions at the application for the Final Order may do so, subject to filing with the Court and serving upon the solicitors for Encana, on or before 5:00 p.m. (Calgary time) on [●], 2020, a Notice of Intention to Appear including such party’s address for service in the Province of Alberta and indicating whether such Encana Securityholder or other interested party intends to support or oppose the application or make submissions, together with a summary of the position such party intends to advocate before the Court and any evidence or materials which such party intends to present to the Court and satisfying any other requirements of the Court as provided in the Interim Order or otherwise. In the event that the hearing is postponed, adjourned or rescheduled then, subject to further direction of the Court, only those persons having previously served a Notice of Intention to Appear in compliance with the Interim Order will be given notice of the new date. Participation in the hearing of Encana’s application for the Final Order, including who may participate and present evidence or argument and the procedure for doing so is subject to the terms of the Interim Order and any subsequent direction of the Court.

At the hearing for the Final Order, the Court will consider, among other things, the fairness and reasonableness of the Arrangement and the rights of every person affected. The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. The Court also has the discretion not to approve the Arrangement at all. If the Court approves the Arrangement with amendments, depending on the nature of the amendments, Encana may determine not to complete the transactions contemplated by the Arrangement and Reorganization Agreement.

Stock Exchange Listings

The shares of Common Stock of Ovintiv will be listed on the NYSE. In addition, Encana has applied to have the shares of Common Stock of Ovintiv listed on the TSX. Listing is subject to the approval of the TSX in accordance with its applicable listing requirements. On both the NYSE and the TSX, the stock symbol for the shares of Common Stock of Ovintiv will be “OVV”. The Encana Common Shares currently trade on the NYSE and the TSX under the stock symbol “ECA”. When the Reorganization is completed, the Encana Common Shares currently listed on the NYSE and the TSX under the stock symbol “ECA” will cease to be traded on the NYSE and the TSX and will be deregistered under the U.S. Exchange Act. While the Common Stock of Ovintiv will be listed on the TSX concurrently with its issuance pursuant to the Reorganization, assuming listing conditions and other requirements of the TSX are met, the stock symbol “OVV” will not be used for trading on the TSX until two to three Business Days following the completion of the Reorganization, at which time the stock symbol “ECA” will become inactive.

Certain Canadian Securities Law Matters

The shares of Common Stock of Ovintiv to be issued pursuant to the Reorganization will be issued pursuant to an exemption from the prospectus and registration requirements of applicable Canadian Securities Laws under Section 2.11 of NI 45-106 and will generally not be subject to any resale restrictions under applicable Canadian Securities Laws, provided that the following conditions are satisfied: (a) the issuer of such shares, pursuant to Section 2.9 of NI 45-102, is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade (upon completion of the Reorganization, Ovintiv will be deemed to have been a reporting issuer from the time that Encana became a reporting issuer, satisfying this requirement); (b) the trade is not a control distribution; (c) no unusual effort is made to prepare the market or to create a demand for the

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security that is the subject of the trade; (d) no extraordinary commission or consideration is paid to a person or company in respect of the trade; (e) if the selling securityholder is an insider or officer of the issuer, the selling securityholder has no reasonable grounds to believe that the issuer is in default of securities legislation (each as set out in Section 2.6(3) of NI 45-102); and (f) such holder is not a person or company engaged in or holding itself out as engaging in the business of trading securities or such trade is made in accordance with applicable dealer registration requirements or in reliance upon an exemption from such requirements. Encana Shareholders should consult with their own financial and legal advisors with respect to any restrictions on the resale of shares of Common Stock of Ovintiv received on completion of the Reorganization.

Ongoing Reporting Obligations

Following completion of the Reorganization, Ovintiv will be subject to the reporting requirements of the SEC as the successor issuer to Encana. Ovintiv will also become a reporting issuer in each of the provinces and territories of Canada where Encana is currently a reporting issuer and will become subject to the applicable Canadian continuous disclosure requirements in the same manner as Encana is currently.

Consistent with how Encana currently reports, Ovintiv will report consolidated financial results in U.S. dollars and in accordance with U.S. GAAP and will file reports on Form 10-K, 10-Q and 8-K with the SEC and comply with the proxy rules under the U.S. Exchange Act. In accordance with applicable Canadian securities laws, and consistent with Encana’s current practice, Ovintiv will generally file with the relevant Canadian securities regulatory authorities copies of its documents filed with the SEC under the U.S. Exchange Act in order to meet its Canadian continuous disclosure obligations.

Dissenting Shareholder Rights

The following is a summary of the provisions of the CBCA, as modified by the Plan of Arrangement and the Interim Order, relating to an Encana Shareholder’s Dissent Rights in respect of the Reorganization Resolution. Such summary is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its Encana Common Shares and is qualified in its entirety by reference to the full text of Section 190 of the CBCA, which is attached to this Proxy Statement/Prospectus as Appendix C, as modified by the Plan of Arrangement and the Interim Order.

The statutory provisions dealing with the right of dissent are technical and complex. Any Dissenting Shareholder should seek independent legal advice, as failure to comply strictly with the provisions of Section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of all Dissent Rights.

The Interim Order expressly provides registered holders of Encana Common Shares with the right to dissent with respect to the Reorganization Resolution. Each Dissenting Shareholder is entitled to be paid the fair value (determined as of the close of business on the last Business Day before the Reorganization Resolution was adopted at the Meeting) of all, but not less than all, of the holder’s Encana Common Shares, provided that the holder duly dissents with respect to the Reorganization Resolution and the Reorganization becomes effective.

In many cases, Encana Common Shares beneficially owned by a holder are registered either (a) in the name of a broker, investment dealer or other intermediary that the beneficial Encana Shareholder deals with in respect of such shares, or (b) in the name of a depositary, such as CDS, of which the intermediary is a participant. Accordingly, a beneficial Encana Shareholder will not be entitled to exercise his, her or its rights of dissent directly (unless the Encana Common Shares are re-registered in the beneficial Encana Shareholder’s name).

Pursuant to the Interim Order, a registered Encana Shareholder may exercise rights of dissent under Section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order; provided that, notwithstanding Section 190 of the CBCA, registered Encana Shareholders who wish to dissent must provide a Dissent Notice to Encana, c/o Blake, Cassels & Graydon LLP, Suite 3500, 855 – 2nd Street S.W., Calgary, Alberta, T2P 4J8,

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Attention: Chad Schneider, which Dissent Notice must be received by 5:00 p.m. (Mountain Time) on [●], 2020, or such day that is two Business Days immediately preceding the date that any adjournment or postponement of the Meeting is reconvened.

To exercise Dissent Rights, an Encana Shareholder must dissent with respect to all Encana Common Shares of which it is the registered and beneficial owner, except as expressly set forth below. A registered Encana Shareholder who wishes to dissent must deliver the written objection to the Reorganization Resolution (a “Dissent Notice”) to Encana as set forth above and such Dissent Notice must strictly comply with the requirements of Section 190 of the CBCA. Any failure by an Encana Shareholder to fully comply with the provisions of the CBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of that holder’s Dissent Rights. Beneficial Encana Shareholders who wish to exercise Dissent Rights must cause the registered Encana Shareholder holding their Encana Common Shares to deliver the Dissent Notice. An Encana Shareholder that votes in favor of the Reorganization Resolution will not be entitled to Dissent Rights but an Encana Shareholder’s failure to vote against the Reorganization Resolution will not constitute a waiver of such shareholder’s Dissent Rights and a vote against the Reorganization Resolution will not be deemed to satisfy notice requirements under the CBCA with respect to Dissent Rights.

To exercise Dissent Rights, a registered Encana Shareholder must prepare a separate Dissent Notice for him, her or itself, if dissenting on his, her or its own behalf, and for each other beneficial Encana Shareholder who beneficially owns Encana Common Shares registered in the Encana Shareholder’s name and on whose behalf the Encana Shareholder is dissenting; and, if dissenting on its own behalf, must dissent with respect to all of the Encana Common Shares registered in his, her or its name or if dissenting on behalf of a beneficial Encana Shareholder, with respect to all of the Encana Common Shares registered in his, her or its name and beneficially owned by the beneficial Encana Shareholder on whose behalf the Encana Shareholder is dissenting. The Dissent Notice must set out the number of Encana Common Shares in respect of which the Dissent Rights are being exercised (the “Notice Shares”) and: (a) if such Encana Common Shares constitute all of the Encana Common Shares of which the Encana Shareholder is the registered and beneficial owner and the Encana Shareholder owns no other Encana Common Shares beneficially, a statement to that effect; (b) if such Encana Common Shares constitute all of the Encana Common Shares of which the Encana Shareholder is both the registered and beneficial owner, but the Encana Shareholder beneficially owns additional Encana Common Shares, a statement to that effect and the names of the registered Encana Shareholders of those other Encana Common Shares, the number of Encana Common Shares held by each such registered Encana Shareholder and a statement that written notices of dissent are being or have been sent with respect to such other Encana Common Shares; or (c) if the Dissent Rights are being exercised by a registered Encana Shareholder who is not the beneficial owner of such Encana Common Shares, a statement to that effect and the name and address of the beneficial Encana Shareholder and a statement that the registered Encana Shareholder is dissenting with respect to all Encana Common Shares of the beneficial Encana Shareholder registered in such registered holder’s name.

If the Reorganization Resolution is approved and, pursuant to Section 190(6) of the CBCA, Encana notifies a registered holder of Notice Shares that the Reorganization Resolution has been adopted, in order to exercise Dissent Rights, such Encana Shareholder must, within 20 days after Encana gives such notice, send to Encana a written notice containing that holder’s name and address, the number of Notice Shares in respect of which the holder dissents and a demand for payment of the fair value of such shares. Such Encana Shareholder must, within 30 days after sending such notice, send the certificate or certificates representing those Notice Shares to Encana or AST, whereupon, subject to the provisions of the CBCA relating to the termination of Dissent Rights, the Encana Shareholder becomes a Dissenting Shareholder, and is bound to sell and Encana is bound to purchase and cancel those Encana Common Shares. Such Dissenting Shareholder may not vote, or exercise or assert any rights of an Encana Shareholder in respect of such Notice Shares, other than the rights set forth Section 190 the CBCA, as modified by the Plan of Arrangement and the Interim Order.

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Dissenting Shareholders who:

provided, however, that in no case shall Encana, Ovintiv or the Depositary or any other Person be required to recognize Encana Shareholders who exercise Dissent Rights as Encana Shareholders after the Effective Time.

If a Dissenting Shareholder is ultimately entitled to be paid by Encana for their Notice Shares, such Dissenting Shareholder may enter an agreement with Encana for the fair value of such Notice Shares. If such Dissenting Shareholder does not reach an agreement with Encana, such Dissenting Shareholder, or Encana, may apply to the Court, and the Court may:

There is no obligation on Encana to make application to the Court. The Dissenting Shareholder will be entitled to receive the fair value that the Notice Shares had as of the close of business on the day before the Reorganization Resolution was adopted. After a determination of the fair value of the Notice Shares, Encana must then promptly pay that amount to the Dissenting Shareholder.

In no circumstances will Encana or any other Person be required to recognize a Person as a Dissenting Shareholder: (i) unless such Person is the registered holder of those Encana Common Shares in respect of which Dissent Rights are sought to be exercised immediately prior to the Effective Time; (ii) if such Person has voted or instructed a proxy holder to vote such Notice Shares in favor of the Reorganization Resolution; or (iii) unless such Person has strictly complied with the procedures for exercising Dissent Rights set out in Section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order and does not withdraw such Dissent Notice prior to the Effective Time.

In no event will Encana, Ovintiv or any other Person be required to recognize a Dissenting Shareholder as the holder of any Encana Common Share in respect of which Dissent Rights have been validly exercised and not withdrawn at and after the Effective Time, and at the Effective Time the names of such Dissenting Shareholders will be deleted from the central securities register of Encana as at the Effective Time.

For greater certainty, in addition, to any other restrictions in the Interim Order, no Person shall be entitled to exercise Dissent Rights with respect to Encana Common Shares in respect of which a Person has voted or has instructed a proxy holder to vote in favor of the Reorganization Resolution.

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Dissent Rights with respect to Notice Shares will terminate and cease to apply to the Dissenting Shareholder if, before full payment is made for the Notice Shares, the Reorganization in respect of which the Dissent Notice was sent is abandoned or by its terms will not proceed, a court permanently enjoins or sets aside the corporate action approved by the Reorganization Resolution, or the Dissenting Shareholder withdraws the Dissent Notice with Encana’s written consent. If any of these events occur, Encana must return the share certificates representing the Encana Common Shares to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise its rights as an Encana Shareholder.

As part of the Reorganization, Ovintiv, as the successor parent company to Encana, will assume all of Encana’s rights and obligations in respect of any Dissent Rights as described herein.

The discussion above is only a summary of the Dissent Rights, which are technical and complex. An Encana Shareholder who intends to exercise Dissent Rights must strictly adhere to the procedures established in Section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, and failure to do so may result in the loss of all Dissent Rights. Persons who are beneficial shareholders of Encana Common Shares registered in the name of an intermediary, or in some other name, who wish to exercise Dissent Rights, should be aware that only the registered owner of such Encana Common Shares is entitled to dissent.

Accordingly, each Encana Shareholder wishing to avail himself, herself or itself of the Dissent Rights should carefully consider and comply with Section 190 of the CBCA and the provisions of the Interim Order, which are attached to this Proxy Statement/Prospectus as Appendices C and D, respectively, and the Plan of Arrangement, a copy of which is attached as Schedule A to the Arrangement and Reorganization Agreement, which is set forth in Appendix B to this Proxy Statement/Prospectus, and seek his, her or its own legal advice.

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SUMMARY OF THE ARRANGEMENT AND REORGANIZATION AGREEMENT

The following description of certain material provisions of the Arrangement and Reorganization Agreement is a summary only, is not comprehensive and is qualified in its entirety by reference to the full text of the Arrangement and Reorganization Agreement, a copy of which is attached as Appendix B to this Proxy Statement/Prospectus.

The parties to the Arrangement and Reorganization Agreement are Encana and 184Co (as predecessor by amalgamation to Ovintiv).

Conditions Precedent to the Reorganization

The respective obligations of the parties to the Arrangement and Reorganization Agreement to complete the Reorganization are subject to the satisfaction of, or mutual waiver by Encana and 184Co (including Ovintiv as its successor by way of Amalgamation) on or before the Effective Date of each of the following conditions:

Implementation, Interim Order and Terms of the Reorganization

In the Arrangement and Reorganization Agreement, Encana has provided covenants relating to the Interim Order, the Meeting and the Final Order in order to complete the Reorganization.

The Arrangement and Reorganization Agreement also sets out the terms of the Reorganization. See “The Reorganization – Particulars of the Reorganization”.

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Termination

The Arrangement and Reorganization Agreement may be terminated at any time prior to the Effective Time: (a) by Encana for any reason on written notice to 184Co; (b) by mutual written agreement of the parties thereto; or (c) by any party thereto if the Meeting is duly convened and held and the Required Securityholder Approvals are not obtained, as required by the Interim Order.

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INFORMATION CONCERNING OVINTIV

General and Corporate Structure

Prior to the completion of the Reorganization, Ovintiv will be formed as a CBCA corporation pursuant to the amalgamation (the “Amalgamation”) of SubCo (which prior to the Amalgamation will be a corporation existing under the CBCA) and 184Co (currently an unlimited liability corporation organized under the Business Corporations Act (Alberta) which will be converted to a limited liability corporation and continued under the CBCA prior to the Amalgamation). 184Co is currently, and SubCo will be, prior to the Amalgamation, a wholly-owned subsidiary of Encana. The registered and principal office of Ovintiv prior to completion of the Reorganization will be located at Suite 4400, 500 Centre Street S.E., Calgary, Alberta T2P 2S5, Canada. Upon its continuance and domestication to Delaware pursuant to the Reorganization, the registered and principal office of Ovintiv will be 370 – 17th Street, Suite 1700, Denver, Colorado 80202, U.S.A.

Intercorporate Relationships

Assuming the Reorganization Resolution is approved at the Meeting, following the Effective Time and completion of the Reorganization, the shareholders of Ovintiv will be the same persons who were Encana Shareholders immediately prior to the Reorganization (other than those who have validly exercised Dissent Rights) and Ovintiv will become the direct or indirect owner of all of the assets and liabilities of Encana. As a result, there will be no effective change of control of Encana as a result of the Reorganization, as ultimate control will remain with the public shareholders. Upon completion of the Reorganization, Ovintiv will have the general structure shown below.

Business

Prior to completion of the Reorganization, none of Ovintiv or its predecessors will have carried on any active business since their incorporation, other than to hold certain shares and inter-company debt issued by other wholly-owned subsidiaries of Encana. Following completion of the Reorganization, Ovintiv and its subsidiaries will carry on the business currently carried on by Encana and its subsidiaries.

Common Stock

For a description of the shares of Common Stock of Ovintiv see “Description of Ovintiv Capital Stock”.

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Selected Unaudited Pro Forma Condensed Consolidated Financial Information

The following selected unaudited pro forma financial information gives effect to the Reorganization (including the Arrangement) for purposes of the unaudited pro forma condensed consolidated balance sheet, as if it had occurred on September 30, 2019, and for purposes of the unaudited pro forma condensed combined statement of earnings for the nine months ended September 30, 2019 and for the year ended December 31, 2018, as if it had occurred on January 1, 2018.

On February 13, 2019, Encana completed a business combination with Newfield, pursuant to an Agreement and Plan of Merger with Newfield (the “Merger”). Commencing February 14, 2019, the operations and results of Newfield and the related effects of the completed Merger are included in Encana’s consolidated financial statements. However, the unaudited pro forma condensed combined statement of earnings for the nine months ended September 30, 2019 and for the year ended December 31, 2018, included in Appendix H to this Proxy Statement/Prospectus, gives effect to the Merger as if the Merger had been completed on January 1, 2018. The unaudited pro forma condensed combined statement of earnings for the nine months ended September 30, 2019 and for the year ended December 31, 2018 are derived from the historical consolidated financial statements of Encana and Newfield and have been adjusted to reflect the Merger.

The following selected unaudited pro forma financial information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma financial information included in Appendix H to this Proxy Statement/Prospectus, “Unaudited Pro Forma Financial Information of Ovintiv”. In addition, the unaudited pro forma financial information should be read in conjunction with the descriptions of the Reorganization (including the Arrangement) included elsewhere in the Proxy Statement/Prospectus and with (i) the historical unaudited condensed consolidated financial statements of Encana as at and for the nine months ended September 30, 2019 and (ii) the historical audited consolidated financial statements of Encana and Newfield for the year ended December 31, 2018 and the related notes thereto, incorporated by reference into this Proxy Statement/Prospectus.

Directors and Officers of Ovintiv

The persons who will serve as directors and officers of Ovintiv after giving effect to the Reorganization are the same persons currently serving as directors and officers of Encana. For information regarding the persons who will become the directors of Ovintiv after giving effect to the Reorganization, please refer to the information contained in Encana’s Notice of Annual Meeting of Shareholders and 2019 Proxy Statement/Prospectus filed on SEDAR and EDGAR on March 14, 2019, available under its profile on SEDAR at www.sedar.com, its profile on the SEC’s website at www.sec.gov or its website at www.encana.com. For information regarding the persons who will become the officers of Ovintiv after giving effect to the Reorganization, please refer to the information contained in Encana’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on SEDAR and

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EDGAR on February 28, 2019, available under its profile on SEDAR at www.sedar.com, its profile on the SEC’s website at www.sec.gov or its website at www.encana.com. Since Encana’s Annual Report on Form 10-K for the year ended December 31, 2018, was filed, Doug Suttles’ role has changed to Chief Executive Officer, Michael McAllister’s role has changed to President, Corey Code has replaced Sherri Brillon as Executive Vice-President & Chief Financial Officer, Greg Givens has been appointed Executive Vice-President & Chief Operating Officer and Brendan McCracken has been appointed Executive Vice-President, Corporate Development & External Relations.

Director and Executive Compensation

The director and executive compensation programs currently offered by Encana are described in Encana’s Notice of Annual Meeting of Shareholders and 2019 Proxy Statement/Prospectus filed on SEDAR and EDGAR on March 14, 2019, available under its profile on SEDAR at www.sedar.com, its profile on the SEC’s website at www.sec.gov or its website at www.encana.com.

Beneficial Ownership of Securities of Ovintiv

Immediately prior to the Effective Time, Encana will be the sole holder of shares of Common Stock of Ovintiv. To the knowledge of the Ovintiv Board, no person will beneficially own, directly or indirectly, or exercise control or discretion over 10% or more of any class of outstanding voting securities of Ovintiv immediately prior to the Effective Time, other than Encana.

Auditor, Registrar and Transfer Agent

The auditor of Ovintiv following completion of the Reorganization will be PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Calgary, Alberta, Canada. The transfer agent and registrar for shares of Common Stock of Ovintiv following completion of the Reorganization will be American Stock Transfer & Trust Company, LLC. The transfer agent and registrar’s address is 6201 15th Avenue, Brooklyn, New York, 11219. AST, at its Canadian office, at AST Trust Company (Canada), P.O. Box 700, Station B, Montreal, QC H3B 3K3, will act as co-transfer agent.

Material Contracts

Except as described in this Proxy Statement/Prospectus, Ovintiv and its predecessors will not enter into any material contracts prior to the Effective Time. Since Encana’s last periodic filing, the only contract that affects Encana or Ovintiv (or its predecessors) that could reasonably be regarded as material to a proposed investor, other than contracts entered into in the ordinary course of business, is the Arrangement and Reorganization Agreement.

Corporate Governance of Ovintiv

The corporate governance practices of Ovintiv, after giving effect to the Reorganization, will generally be the same as the corporate governance practices of Encana. For information regarding the corporate governance practices of Encana, please refer to the information regarding the corporate governance practices of Encana contained in Encana’s Notice of Annual Meeting of Shareholders and 2019 Proxy Statement filed on SEDAR and EDGAR on March 14, 2019, available under its profile on SEDAR at www.sedar.com, its profile on the SEC’s website at www.sec.gov or its website at www.encana.com. There are differences between Encana’s existing articles of incorporation and by-law and the Ovintiv Certificate of Incorporation and Ovintiv Bylaws as they will be in effect upon the completion of the Reorganization. These differences are discussed under “Comparison of Rights of Encana Shareholders and Ovintiv Stockholders”.

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Audit Committee of Ovintiv

Immediately after giving effect to the Reorganization, the Audit Committee of Ovintiv will be comprised of the same persons currently serving on the Audit Committee of Encana. For information regarding the Audit Committee of Ovintiv after giving effect to the Reorganization, please refer to the information regarding the Audit Committee of Encana contained in Encana’s Notice of Annual Meeting of Shareholders and 2019 Proxy Statement filed on SEDAR and EDGAR on March 14, 2019, available under its profile on SEDAR at www.sedar.com, its profile on the SEC’s website at www.sec.gov or its website at www.encana.com.

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INFORMATION CONCERNING ENCANA

General

Corporate Overview

Encana is a public company trading on the NYSE and the TSX under the stock symbol “ECA”. The registered and principal office of Encana is located at Suite 4400, 500 Centre Street S.E., Calgary, Alberta T2P 2S5, Canada. Encana is incorporated under the CBCA and was formed in 2002 through the business combination of two predecessor companies.

Additional information about Encana can be found under its profile on SEDAR at www.sedar.com, its profile on the SEC’s website at www.sec.gov or its website at www.encana.com. The information contained in, or that can be accessed through, Encana’s website is not intended to be incorporated into this Proxy Statement/Prospectus. For information about Encana’s filings incorporated by reference in this Proxy Statement/Prospectus, see the section entitled “Where You Can Find More Information”.

Business of Encana

Encana is a leading North American energy producer that is focused on generating full-cycle returns, free cash flow and return of capital to shareholders by developing its multi-basin portfolio of oil, natural gas liquids, condensate and natural gas producing plays. Encana’s operations also include the marketing of oil, natural gas liquids, condensate and natural gas. All of Encana’s reserves and production are located in North America.

As of October 31, 2019, Encana’s Canadian and non-Canadian operations have approximately 1,036 employees and 1,501 employees, respectively, none of whom are subject to collective bargaining agreements.

Auditor, Registrar and Transfer Agent

PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Calgary, Alberta (“PwC Canada”) is the auditor of Encana. AST is the registrar and transfer agent for the Encana Common Shares. Transfer of the Encana Common Shares can be effected at AST’s principal offices in Calgary, Alberta, and Toronto, Ontario.

Dividends

In 2009, the Encana Board began declaring a dividend, payable quarterly at the end of March, June, September and December. Each quarter the Encana Board reviews Encana’s dividend in light of Encana’s other financial commitments before declaring the dividend. Any decision to pay dividends on the shares of Common Stock of Ovintiv in the future will be made by the Ovintiv Board on the basis of Ovintiv’s earnings, financial requirements and other factors existing at such future time.

The following table sets forth the details on the dividends declared in 2018 and 2019 and the total dividends per share declared on the Encana Common Shares in each of the last three most recently completed fiscal years:

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Prior Sales

Except as detailed below, within the last 12 months from the date of this Proxy Statement/Prospectus, no Encana Common Shares have been issued, excluding Encana Common Shares purchased or sold pursuant to the exercise of options, warrants and conversion rights.

On February 13, 2019, Encana completed the acquisition of all the issued and outstanding shares of common stock of Newfield whereby Encana issued approximately 543.4 million Encana Common Shares to Newfield stockholders, representing an exchange ratio of 2.6719 Encana Common Shares for each share of Newfield common stock held.

Previous Purchases of Securities

From February 28, 2018 to February 27, 2019, Encana was authorized by the TSX to purchase up to 35,000,000 Encana Common Shares pursuant to a normal course issuer bid (“NCIB”). Encana purchased approximately 20,685,000 Encana Common Shares during this period at an average price of $12.09 per Encana Common Share. Encana received approval from the TSX to commence another NCIB on February 27, 2019 for up to 149,425,839 Encana Common Shares during the 12-month period commencing on March 4, 2019 and ending March 3, 2020. Between March 4, 2019 and May 29, 2019, Encana purchased 149,425,839 Encana Common Shares, the maximum amount permitted to be repurchased under this NCIB, at an average price of $6.94 per share.

On August 29, 2019, Encana accepted to purchase for cancellation 47,333,333 Encana Common Shares at a purchase price of $4.50 per Encana Common Share, for an aggregate purchase price of $213 million, pursuant to a substantial issuer bid.

Market Price and Trading Volume of Encana Common Shares

The Encana Common Shares are listed on the NYSE and the TSX under the stock symbol “ECA”.

The following table sets out the market price ranges and trading volumes on the NYSE on a monthly basis for a period from November 2018 to November 2019:

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The following table sets out the market price ranges and trading volumes on the TSX on a monthly basis for a period from November 2018 to November 2019:

Interest of Informed Persons in Material Transactions

Other than as set forth in this Proxy Statement/Prospectus, Encana is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer, nominee for election as a director or any Encana Shareholder holding more than 10% of the voting rights attached to the Encana Common Shares or an associate or affiliate of any of the foregoing in any transaction since January 1, 2018, or in any proposed or ongoing transaction of Encana which has or would materially affect Encana or any of its Subsidiaries.

Legal Proceedings

Encana is a party to various legal proceedings and claims that arise in the ordinary course of business as either a plaintiff or defendant. Encana analyzes all legal proceedings and the allegations therein. The outcome of any of these proceedings, either individually or in the aggregate, is not expected to have a material adverse effect on Encana’s financial position, results of operations or liquidity.

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LEGAL MATTERS

The legality of the shares of Common Stock of Ovintiv issuable in the Arrangement will be passed upon by Paul, Weiss, Rifkind, Wharton & Garrison LLP. Certain other legal matters in connection with the Reorganization will be passed upon by Blake, Cassels & Graydon LLP, Canadian corporate counsel to Encana, Felesky Flynn LLP, Canadian tax counsel to Encana, and Osler, Hoskin & Harcourt LLP, U.S. tax counsel to Encana.

EXPERTS

The consolidated financial statements of Encana and management’s assessment of the effectiveness of Encana’s internal control over financial reporting included in Encana’s Annual Report on Form 10-K for the year ended December 31, 2018 incorporated by reference in this Proxy Statement/Prospectus have been so incorporated in reliance on the report of PwC Canada, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

PwC Canada are our auditors and have advised that they are independent with respect to Encana within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta and within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States).

Representatives of PwC Canada are not expected to be present at the Meeting.

The consolidated financial statements of Newfield as of December 31, 2018 and December 31, 2017 and for the years ended December 31, 2018, 2017 and 2016 included in Encana’s Current Report on Form 8-K dated February 28, 2019, incorporated by reference in this Proxy Statement/Prospectus have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, Houston, Texas, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Certain estimates of Encana’s oil and natural gas reserves as of December 31, 2018 incorporated by reference in this Proxy Statement/Prospectus were based upon evaluations prepared by Encana’s internal qualified reserves evaluators and were audited by McDaniel & Associates Consultants Ltd. and Netherland, Sewell & Associates, Inc. Encana has included these estimates in reliance on the authority of such experts in such matters. The designated professionals, as such term is defined in applicable securities legislation, of each of McDaniel & Associates Consultants Ltd. and Netherland, Sewell & Associates, Inc., in each case, as a group beneficially own, directly or indirectly, less than 1% of any class of Encana’s outstanding securities.

Certain estimates of Newfield’s net crude oil and natural gas reserves as of December 31, 2018 and related information included or incorporated by reference in this Proxy Statement/Prospectus have been prepared based on reports by Ryder Scott Company, L.P. and DeGolyer and MacNaughton, independent petroleum engineers, and all such information has been so incorporated in reliance on the authority of those firms as experts regarding the matters contained in their reports. The designated professionals, as such term is defined in applicable securities legislation, of each of Ryder Scott Company, L.P. and DeGolyer and MacNaughton, in each case, as a group beneficially own, directly or indirectly, less than 1% of any class of Encana’s outstanding securities.

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SUPPLEMENTAL HISTORICAL QUARTERLY FINANCIAL INFORMATION (UNAUDITED) OF ENCANA

The following table summarizes certain historical quarterly financial data of Encana for Encana’s 2018 and 2017 fiscal years and for the first three quarters of Encana’s 2019 fiscal year. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Encana or Ovintiv, and the following information should be read in conjunction with, and is qualified in its entirety by, Encana’s consolidated financial statements, the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Encana’s Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019, June 30, 2019, and September 30, 2019, each of which is incorporated by reference into this Proxy Statement/Prospectus. For more information, see “Where You Can Find More Information”.