Whitecap Resources Inc. — M&A Activity 2025

Mar 20, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

1. NAME AND ADDRESS OF COMPANY

Whitecap Resources Inc. ("Whitecap" or the "Corporation")
3800, 525 – 8th Avenue SW
Calgary, AB T2P 1G1

1. DATE OF MATERIAL CHANGE

March 9, 2025.

1. NEWS RELEASE

A joint news release setting out information concerning the material changes described in this report was issued by the Corporation and Veren Inc. ("Veren") on March 10, 2025 and disseminated through the facilities of a recognized newswire service and subsequently filed on the Corporation's SEDAR+ profile.

1. SUMMARY OF MATERIAL CHANGE

On March 9, 2025, Whitecap entered into a business combination agreement (the "Business Combination Agreement") with Veren pursuant to which Whitecap will acquire all of the issued and outstanding common shares of Veren ("Veren Shares") by way of a court approved arrangement of Veren (the "Arrangement") to be implemented by way of a plan of arrangement (the "Plan of Arrangement") under Section 193 of the Business Corporations Act (Alberta) (the "Business Combination"). Under the terms of the Business Combination Agreement and the Plan of Arrangement, holders of Veren Shares ("Veren Shareholders") will receive 1.05 common shares of Whitecap ("Whitecap Shares") for each Veren Share held (the "Exchange Ratio").

Following closing of the Business Combination, holders of Whitecap Shares ("Whitecap Shareholders") will own approximately 48% and Veren Shareholders will own approximately 52% of the total outstanding common shares of Whitecap, with Whitecap continuing to be led by Whitecap's current management and having a board of directors (the "Post-Closing Whitecap Board") comprised of seven members who are currently directors of Whitecap and four members who are currently directors of Veren.

5.1 FULL DESCRIPTION OF MATERIAL CHANGE

The following description is a summary of the Business Combination Agreement and is subject to and qualified in its entirety by the full text of the Business Combination Agreement, which is available on Whitecap's SEDAR+ profile at www.sedarplus.ca.

The Business Combination

On March 9, 2025, Whitecap entered into the Business Combination Agreement with Veren pursuant to which Whitecap will acquire all of the issued and outstanding Veren Shares. The Business Combination will be implemented by way of the Arrangement pursuant to the Plan of Arrangement and is subject to certain conditions as described in more detail below. Under the terms of the Business Combination, and subject to the terms and conditions of the Business Combination Agreement and the Plan of Arrangement, each Veren Shareholder will receive, in respect of each Veren Share held such number of Whitecap Shares as is equal to the Exchange Ratio. Assuming the Business Combination is completed, Veren will become a wholly-owned subsidiary of Whitecap.

Following closing of the Business Combination, Whitecap Shareholders will own approximately 48% and Veren Shareholders will own approximately 52% of the total outstanding common shares of Whitecap, with

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Whitecap continuing to be led by Whitecap's current management and the Post-Closing Whitecap Board being comprised of seven members who are currently directors of Whitecap and four members who are currently directors of Veren.

Conditions to Completion of the Business Combination

The Business Combination is subject to a number of conditions, including, among others: (a) approval of the Business Combination (the "Veren Transaction Resolution") by not less than 66²/₁% of the votes cast by Veren Shareholders present in person or represented by proxy at a special meeting of Veren Shareholders (the "Veren Meeting"); (b) approval of a majority of the votes cast by Whitecap Shareholders present in person or represented by proxy at a special meeting of Whitecap Shareholders (the "Whitecap Meeting") to approve the issuance of such number of Whitecap Shares so as to allow Whitecap to meet its obligations under the Business Combination Agreement in connection with the Business Combination (the "Share Issuance Resolution"); (c) the approval of the Court of King's Bench of Alberta in respect of the Arrangement; (d) the conditional approval of the listing of the Whitecap Shares to be issued pursuant to the Business Combination on the Toronto Stock Exchange (the "TSX"); (e) the receipt of approval under the Competition Act (Canada); (f) the aggregate number of Veren Shares held by Veren Shareholders who have exercised and not withdrawn dissent rights in connection with the Business Combination shall not exceed 8% of the outstanding Veren Shares; (g) customary conditions related to the other party's accuracy of representations and warranties, the performance of the other party's covenants and that no Material Adverse Effect (as defined in the Business Combination Agreement) shall have occurred with respect to the other party; and (h) other customary closing conditions.

The obligation of Veren to complete the Business Combination is also subject to the satisfaction by Whitecap of certain conditions, including: (a) as of the effective date of the Arrangement (the "Effective Date") (i) each of Veren's credit agreements will be repaid in full and cancelled by Whitecap, and (ii) if any of the Veren IG Notes (as defined in the Business Combination Agreement) are downgraded below BBB (low) by DBRS Limited, Whitecap must have sufficient financing under one or more credit facilities, with terms and conditions acceptable to Veren, acting reasonably, to purchase all the Veren IG Notes if and to the extent required under the indenture governing such notes; and (b) on the Effective Date, the composition of the Post-Closing Whitecap Board will be as agreed in the Business Combination Agreement.

Listing of the Whitecap Shares issuable in connection with the Business Combination will be subject to the satisfaction of all applicable listing conditions of the TSX.

Interim Order, Veren Meeting, Whitecap Meeting and Closing

The Business Combination Agreement provides that the Business Combination will be effected under the Business Corporations Act (Alberta). In accordance with the Business Combination Agreement, Veren has agreed to make an application for an interim order (the "Interim Order") of the Court of King's Bench of Alberta by no later than April 9, 2025. Following the execution of the Business Combination Agreement, Veren and Whitecap mutually agreed to seek the Interim Order on March 28, 2025. The Interim Order is expected to contain, among other things, declarations and directions with respect to the Business Combination and the calling and conduct of the Veren Meeting.

The Business Combination Agreement contemplates that the Whitecap Meeting and the Veren Meeting will each be held on May 6, 2025, but in any event by no later than May 13, 2025. It is expected that a joint management information circular will be sent to the Whitecap Shareholders and Veren Shareholders on or about April 4, 2025. Closing of the Business Combination is expected to occur on or before May 12, 2025 and not later than the outside date provided for in the Business Combination Agreement.

The Business Combination Agreement provides that the outside date for completion of the Business Combination is September 9, 2025, provided that if approval under the Competition Act (Canada) has not

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been received by September 9, 2025, subject to certain conditions set forth in the Business Combination Agreement, then the outside date may be extended to December 9, 2025.

Representations, Warranties and Covenants

The Business Combination Agreement contains customary representations and warranties made by each of Whitecap and Veren and also contains customary covenants, including, among others, agreements by Whitecap and Veren to conduct their respective businesses in the ordinary course and consistent with past practice during the period between the execution of the Business Combination Agreement and the effective date of the Business Combination and to not engage in certain kinds of transactions or take certain actions during this period unless consented to in writing by the other party. In addition, on the terms and subject to conditions set forth in the Business Combination Agreement, each party has agreed to use its commercially reasonable efforts to obtain the approval under the Competition Act (Canada), as outlined in the Business Combination Agreement.

Non-Solicitation and Termination Fee

Each of Whitecap and Veren have agreed not to solicit, assist, initiate or knowingly facilitate or encourage an Acquisition Proposal (as defined in the Business Combination Agreement) from any third party. Each party and its representatives may, prior to the approval of the Veren Transaction Resolution and the Share Issuance Resolution, respond to certain unsolicited Superior Proposals (as defined in the Business Combination Agreement) subject to certain requirements and notification to the other party, who has the right to match any Superior Proposal within five business days. The Business Combination Agreement provides for a termination fee of $200 million payable to Whitecap or Veren, as applicable, in certain circumstances if the Business Combination is not completed and the Business Combination Agreement is terminated.

Board and Management

Pursuant to the terms of the Business Combination Agreement, Whitecap and Veren agreed that following completion of the Business Combination Whitecap will continue to be led by Grant Fagerheim, as President and Chief Executive Officer of Whitecap, and the remainder of the existing Whitecap management team.

Further, Whitecap and Veren agreed that the Post-Closing Whitecap Board will consist of Grant Fagerheim of Whitecap, six additional members from the current board of directors of Whitecap (the "Whitecap Board"), Craig Bryksa, Veren's President and Chief Executive Officer, and three additional members from the current board of directors of Veren.

Following closing of the Business Combination, Whitecap will continue under the name "Whitecap Resources Inc." and remain headquartered in Calgary, Alberta.

Fairness Opinion

National Bank Financial Inc. acted as financial advisor to Whitecap and has provided the Whitecap Board with its opinion (the "NBF Fairness Opinion") to the effect that, as of March 9, 2025, and subject to the assumptions made and limitations and qualifications included therein, the Exchange Ratio pursuant to the Plan of Arrangement is fair, from a financial point of view, to the Whitecap Shareholders.

The NBF Fairness Opinion was one of a number of factors taken into consideration by the Whitecap Board in making their unanimous determinations that the Business Combination is fair to the Whitecap Shareholders and is in the best interests of Whitecap and to recommend that the Whitecap Shareholders vote in favour of the Share Issuance Resolution.

Board Recommendations

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After consulting with Whitecap's senior management and with its financial, legal, tax and other advisors, and after considering, among other things, the NBF Fairness Opinion, the Whitecap Board unanimously: (a) determined that the Business Combination and entry into the Business Combination Agreement are in the best interests of Whitecap; (b) determined that the Business Combination is fair to the Whitecap Shareholders; (c) approved the Business Combination Agreement and the transactions contemplated thereby; and (d) recommended that Whitecap Shareholders vote in favour of the Share Issuance Resolution.

An independent special committee of the board of directors of Veren (the "Special Committee") was formed to consider and review the Business Combination on behalf of the board of directors of Veren. Based on, among other things, the fairness opinion received by Veren from BMO Nesbitt Burns Inc., the fairness opinion received by the Special Committee from Scotia Capital Inc. and the unanimous recommendation of the Special Committee, the board of directors of Veren unanimously: (a) determined that the Business Combination and the entering into of the Business Combination Agreement are in the best interests of Veren and the Business Combination is fair to the Veren Shareholders; (b) approved the Business Combination Agreement and the transactions contemplated thereby; and (c) resolved to recommend that Veren Shareholders vote in favour of the Veren Transaction Resolution at the Veren Meeting.

Voting Support

The Business Combination has the support of each of the directors and executive officers of Whitecap (the "Supporting Whitecap Shareholders") who collectively hold approximately 1.36% of the issued and outstanding Whitecap Shares. Each Supporting Whitecap Shareholder has irrevocably agreed to vote in favour of the Share Issuance Resolution at the Whitecap Meeting and otherwise support the Business Combination.

Similarly, the Business Combination has the support of each of the directors and executive officers of Veren (the "Supporting Veren Shareholders") who collectively hold approximately 0.75% of the issued and outstanding Veren Shares. Each Supporting Veren Shareholder has irrevocably agreed to vote in favour of the Veren Transaction Resolution at the Veren Meeting and otherwise support the Business Combination.

Debt Financing Covenants of Whitecap

Pursuant to the Business Combination Agreement, Whitecap covenanted to obtain and maintain certain debt financing commitments and/or credit facilities and to take, or cause to be taken, all actions as are necessary, proper or advisable to obtain and maintain in full force and effect all such commitments, credit facilities and/or financing arrangements as are required in order to permit the conditions in Veren's favour regarding the repayment and cancellation of its credit facilities by Whitecap on the Effective Date and Whitecap having sufficient funds and/or financing on the Effective Date in order to purchase the Veren IG Notes, if and to the extent required by the indenture governing such notes, to be satisfied.

Concurrent with entering into the Business Combination Agreement, Whitecap received commitments from National Bank of Canada ("NBC") and the Toronto Dominion Bank ("TD") with National Bank Financial Markets and TD Securities, as Joint Bookrunners and Co-Lead Arrangers, for a $500 million increase to Whitecap's existing committed $2.0 billion credit facilities as well as commitments for an additional fully committed $1.0 billion credit facility from NBC, TD, Bank of Montreal, and Bank of Nova Scotia as Joint Bookrunners. On a combined basis, these facilities provide for $3.5 billion in total credit capacity available to Whitecap on closing to support the combination.

5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTIONS

Not applicable.

6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

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Not applicable.

7. OMITTED INFORMATION

Not applicable.

8. EXECUTIVE OFFICER

For further information, contact:

Grant Fagerheim, President & CEO or Thanh Kang, Senior Vice President & CFO
Main Telephone: (403) 266-0767

9. DATE OF REPORT

March 19, 2025.

Cautionary Note Regarding Forward-Looking Statements

This material change report contains forward-looking statements and forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Words such as "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions suggesting future events or future performance are intended to identify forward-looking statements. More particularly and without limitation, this material change report contains forward-looking statements and information relating to the contents and the anticipated timing of the Interim Order, the expected completion of the Business Combination, the expected composition of the board of directors and management of the combined company, the timing and anticipated regulatory, court and shareholder approvals of the Business Combination, the expected timing for mailing the joint management information circular of Veren and Whitecap, the expected timing for holding the Veren Meeting and the Whitecap Meeting, the expected timing of closing the Business Combination, and the ability of Veren and Whitecap to satisfy conditions to closing of the Business Combination.

These forward-looking statements and information are based on certain key expectations and assumptions made by Whitecap. Completion of the Business Combination is subject to a number of conditions which are typical for transactions of this nature. Assumptions have been made with respect to the satisfaction of all conditions precedent under the Business Combination Agreement. Although Whitecap believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information as Whitecap cannot give any assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks including, without limitation: that the Business Combination and/or Whitecap's debt financings may not be completed on a timely basis, if at all; the conditions of the Business Combination or Whitecap's debt financings may not be satisfied; failure to obtain necessary shareholder and court approvals; failure to obtain regulatory approvals; the emergence of a superior proposal in respect of either party; and general business and economic conditions.

Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive. Additional risk factors that could affect Whitecap's operations or financial results are included in Whitecap's annual information form and may be accessed through the SEDAR+ website (www.sedarplus.ca). The forward-looking statements and information contained in this material change report are made as of the date hereof and Whitecap does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.