Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Veren Inc. (“Veren” or the “Corporation”)

2000, 585 – 8th Avenue SW

Calgary, Alberta, T2P 1G1

March 9, 2025.

A joint news release setting out information concerning the material changes described in this report was issued by the Corporation and Whitecap Resources Inc. (“Whitecap”) on March 10, 2025, and disseminated through the facilities of GlobeNewswire and subsequently filed on SEDAR+.

On March 9, 2025, Veren entered into a business combination agreement (the “Business Combination Agreement”) with Whitecap 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”). The Business Combination will result in holders of Veren Shares (“Veren Shareholders”) receiving 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, including Craig Bryksa, Veren’s President and Chief Executive Officer, who are currently directors of Veren.

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 SEDAR+ under Veren’s corporate profile.

Summary of the Business Combination

On March 9, 2025, Veren entered into the Business Combination Agreement with Whitecap 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 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, including Craig Bryksa, Veren’s President and Chief Executive Officer, 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:

Mutual Conditions

Additional Conditions of Veren

Additional Conditions of Both Whitecap and Veren

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.

Listing of the Whitecap Shares will be subject to the satisfaction of all applicable listing conditions of the TSX.

Court Approvals, Veren Meeting, Whitecap Meeting and Closing

The Business Combination Agreement provides that the Business Combination will be effected by way of the Arrangement pursuant to the Plan of Arrangement under section 193 of the Business Corporations Act (Alberta). In accordance with the Business Combination Agreement, Veren has agreed to make an application for an interim order of the Court (the “Interim Order”), in cooperation with Whitecap 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 Veren Meeting and the Whitecap 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 Veren Shareholders and Whitecap 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 closing of the Business Combination will occur as soon as reasonably practicable, but in any event no later than two business days following the later of the issuance of a final order of the Court approving the Arrangement, the day after the end of the Downgrade Window and receipt of the Competition Act Approval. The Downgrade Window is the period ending on the later of: (i) May 9, 2025; and (ii) if DBRS Limited publicly announces that it is considering a possible downgrade of the Veren IG Notes prior to May 9, 2025, the date on which DBRS Limited makes a public announcement indicating that such notes are no longer being considered for possible downgrade if the Veren IG Notes are rated BBB (low) or higher by DBRS Limited at such time.

The Business Combination Agreement provides that the outside date for completion of the Business Combination is September 9, 2025, provided that Competition Act Approval has not 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.

In the event that the Business Combination closes after May 31, 2025, Veren Shareholders will be entitled to a special dividend in respect of the month of May and every calendar month thereafter in which the Business Combination does not become effective, in each case, in the amount of $0.03833 per Veren Share (being one-third of Veren’s current quarterly dividend per Veren Share).

Board and Management

Pursuant to the terms of the Business Combination Agreement, the Post-Closing Whitecap Board will consist of eleven (11) members, which will include Grant Fagerheim of Whitecap, Craig Bryksa of Veren, six (6) additional members from the current board of directors of Whitecap (the “Whitecap Board”) and three (3) additional members from the current board of directors of Veren (the “Veren Board”).

Following the completion of the Business Combination, Whitecap will continue to be led by Grant Fagerheim of Whitecap, as President and Chief Executive Officer, and the remainder of the existing Whitecap management team.

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

Non-Solicitation and Termination Fee

Each of Veren and Whitecap 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. Veren and Whitecap may, prior to the approval of the Veren Transaction Resolution and the Share Issuance Resolution, respectively, respond to an unsolicited Superior Proposal (as defined in the Business Combination Agreement) subject to certain requirements and notification to the other party, with the other party having 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 Veren or Whitecap, as applicable, in certain customary circumstances if the Business Combination is not completed and the Business Combination Agreement is terminated.

Treatment of Veren Incentives

Options

Pursuant to the Business Combination Agreement, Veren is required to use reasonable commercial efforts to deliver, prior to the application to the Court for the Interim Order, to Whitecap in respect of each holder of options (an “Optionholder”) to purchase Veren Shares granted pursuant to Veren’s stock option plan (“Veren Options”) an executed option exercise or surrender agreement (“Veren Option Exercise or Surrender Agreement”) and to continue to do so after receipt of the Interim Order until the Effective Time. At the time the Business Combination Agreement was entered into, holders of more than 66⅔% of the Veren Options had executed a Veren Option Exercise or Surrender Agreement and/or support agreement to evidence their approval of the Arrangement.

The Veren Board will cause the vesting of all unvested Veren Options to be accelerated, effective immediately prior to the Effective Time and conditional upon completion of the Business Combination.

Each Optionholder who executes a Veren Option Exercise or Surrender Agreement prior to the Effective Time will exercise their in-the-money Veren Options for Veren Shares or surrender their in-the-money Veren Options in exchange for cash or a combination of cash and Veren Shares, all in accordance with their election, and will surrender their out-of-the-money Veren Options in exchange for a nominal cash payment, each applicable exercise or surrender conditional upon, and effective immediately prior to, completion of the Business Combination.

Starting at the Effective Time, each outstanding Veren Option shall be surrendered and transferred to Veren in exchange for a cash payment equal to the in-the-money amount of the Veren Option, in the case of in-the-money Veren Options, or for no consideration, in the case of out-of-the-money Veren Options, all in accordance with the Plan of Arrangement.

PSUs

Pursuant to the Business Combination Agreement, Veren is required to use reasonable commercial efforts to deliver to Whitecap, prior to the application to the Court for the Interim Order, from each holder (a “PSU Holder”) of performance share units of Veren (“Veren PSUs”) granted pursuant to Veren’s performance share unit plan (the “Veren PSU Plan”) a PSU consent agreement and to continue to do so after receipt of the Interim Order until the Effective Time. At the time the Business Combination Agreement was entered into, holders of more than 66⅔% of the Veren PSUs had executed a PSU Consent Agreement and/or support agreement to evidence their approval of the Arrangement.

All Veren PSUs held by certain PSU Holders who resign or are terminated from their employment (each within the parameters set forth in the Business Combination Agreement, the Plan of Arrangement and the Veren PSU Plan), will be arranged as set forth in the Plan of Arrangement (such Veren PSUs, the “Veren Accelerated PSUs”). Starting at the Effective Time, all Veren Accelerated PSUs shall become fully and unconditionally vested on the basis of a vesting multiplier of 2.0 and be surrendered to Veren in exchange for a cash payment, all as more fully described in the Plan of Arrangement.

Veren PSUs other than Veren Accelerated PSUs will remain outstanding, subject to adjustment to account for the Exchange Ratio, will ultimately vest and will ultimately be settled based on amounts determined by reference to Whitecap Shares and dividends paid on Whitecap Shares after the Effective Time, all as more fully described in the Business Combination Agreement and in accordance with the terms of the Veren PSU Plan and any applicable award agreement.

DSUs

All deferred share units granted pursuant to Veren’s deferred share unit plan for directors and designated employees (the “Veren DSU Plan”) will be settled and redeemed in exchange for a cash payment by Veren in strict accordance with the terms of the Veren DSU Plan.

RSAs and ESVAs

All restricted share awards (the “Veren RSAs”) granted pursuant to Veren’s restricted share bonus plan (the “Veren RSA Plan”) and employee share value awards (“Veren ESVAs”) granted pursuant to Veren’s employee share value plan (the “Veren ESV Plan”) held by certain holders who resign or are terminated from their employment, or cease to provide services to Veren (each within the parameters set forth in the Business Combination Agreement, the Veren RSA Plan and the Veren ESV Plan) (such Veren RSAs, the “Veren Accelerated RSAs”, and such Veren ESVAs, the “Veren Accelerated ESVAs”), will be, conditional upon the completion of the Business Combination, fully and unconditionally vested as a result of the Business Combination and will be settled by Veren in cash immediately prior to the Effective Time, all in accordance with the terms of the Business Combination Agreement, the Veren RSA Plan and the Veren ESV Plan, as applicable.

Veren RSAs (other than Veren Accelerated RSAs) and Veren ESVAs (other than Veren Accelerated ESVAs) will remain outstanding, subject to adjustment to account for the Exchange Ratio, and will ultimately be settled based on amounts determined by reference to Whitecap Shares and dividends paid on Whitecap Shares on or after the Effective Date, all as more fully described in the Business Combination Agreement and in accordance with the terms and conditions of the Veren RSA Plan and Veren ESV Plan, as applicable, and any award agreement.

Representations, Warranties and Customary Covenants of the Parties

The Business Combination Agreement contains customary representations and warranties made by each of Veren and Whitecap. The Business Combination Agreement also contains customary covenants of each of Veren and Whitecap, including, among others, agreements by Veren and Whitecap to use commercially reasonable efforts to obtain the Competition Act Approval, 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.

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 required, 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.

Board Recommendations

An independent special committee of the Veren Board (the “Special Committee”) was formed to consider and review the Business Combination on behalf of the Veren Board. Based on, among other things, the Veren Fairness Opinions (as defined below) and the unanimous recommendation of the Special Committee, the Veren Board unanimously: (i) 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; (ii) approved the Business Combination Agreement and the transactions contemplated thereby; and (iii) resolved to recommend that Veren Shareholders vote in favour of the Veren Transaction Resolution at the Veren Meeting.

After consulting with Whitecap’s senior management and with its financial, legal, tax and other advisors, and after considering, among other things, the fairness opinion it received from National Bank Financial Inc., the Whitecap Board unanimously: (i) determined that the Business Combination and entry into the Business Combination Agreement are in the best interests of Whitecap; (ii) determined that the Business Combination is fair to the Whitecap Shareholders; (iii) approved the Business Combination Agreement and the transactions contemplated thereby; and (iv) recommended that Whitecap Shareholders vote in favour of the Share Issuance Resolution.

Veren Fairness Opinions

BMO Nesbitt Burns Inc. (“BMO Capital Markets”) acted as financial advisor to Veren and Scotia Capital Inc. (“Scotiabank”) acted as financial advisor to the Special Committee. BMO Capital Markets and Scotiabank provided verbal fairness opinions to the Veren Board and the Special Committee, respectively, to the effect that, as of March 9, 2025, based upon and subject to the assumptions made and limitations and qualifications included in such opinions, the Exchange Ratio is fair, from a financial point of view, to Veren Shareholders (each, a “Veren Fairness Opinion” and together, the “Veren Fairness Opinions”). The Veren Fairness Opinion delivered by Scotiabank was one of several factors taken into consideration by the Special Committee in its unanimous recommendation to the Veren Board to approve the Business Combination.

Director and Executive Officer Voting Support Agreements

The Business Combination has the support of each of the directors and executive officers of Veren (“Supporting Veren Securityholders”), who together hold approximately 0.75% of the issued and outstanding Veren Shares and have entered into voting support agreements. Each Supporting Veren Securityholder has irrevocably agreed to vote in favour of the Veren Transaction Resolution at the Veren Meeting and vote against any alternative resolution or transaction which would frustrate, prevent, delay or nullify the Business Combination, subject to customary exceptions.

Similarly, the Business Combination has the support of each of the directors and executive officers of Whitecap (the “Supporting Whitecap Securityholders”) who together hold approximately 1.36% of the issued and outstanding Whitecap Shares and have entered into voting support agreements. Each Supporting Whitecap Securityholder has irrevocably agreed to vote in favour of the Share Issuance Resolution at the Whitecap Meeting and vote against any alternative resolution or transaction which would frustrate, prevent, delay or nullify the Business Combination, subject to customary exceptions.

Additional Information

Full details of the Business Combination, including details regarding Whitecap following the Business Combination, will be included in the joint information circular to be mailed or otherwise made available to the Veren Shareholders and the Whitecap Shareholders, and made available on SEDAR+ under Veren’s corporate profile.

Not applicable.

Not applicable.

Not applicable.

For further information, contact Mark Eade, Senior Vice President, General Counsel and Corporate Secretary by telephone at (403) 693-0020.

March 19, 2025.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this material change report constitute “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 and “forward-looking information” for the purposes of Canadian securities regulation (collectively, “forward-looking statements”). The Corporation has tried to identify such forward-looking statements by use of such words as “continue”, “expect”, “maintain”, “may”, “would”, or “will” and other similar expressions, but these words are not the exclusive means of identifying such statements.

In particular, this material change reports contains forward-looking statements pertaining, among other things, to the following: that the Business Combination will close on the expected terms and expected timing; the expected composition of the Post-Closing Whitecap Board and Whitecap’s executive team following closing of the Business Combination; the pro forma ownership of Whitecap following closing of the Business Combination; expectations with respect to the treatment of Veren’s incentive securities; if closing of the Business Combination occurs after May 30, 2025, expectations that Veren Shareholders will receive a prorated monthly dividend, and similar monthly dividends thereafter until closing; the anticipated timing for holding of the application for the Interim Order, the Veren Meeting and the Whitecap Meeting; and the timing of mailing the joint information circular.

All forward-looking statements are based on Veren’s beliefs and assumptions based on information available at the time the assumption was made. Veren believes that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this material change report should not be unduly relied upon. By their nature, such forward-looking statements are subject to a number of risks, uncertainties and assumptions, which could cause actual results or other expectations to differ materially from those anticipated, expressed or implied by such statements, including those material risks discussed in the Corporation’s Annual Information Form for the year ended December 31, 2024 under “Risk Factors” and our Management’s Discussion and Analysis for the year ended December 31, 2024 under the headings “Risk Factors” and “Forward-Looking Information”. The material assumptions are disclosed in the Management’s Discussion and Analysis for the year ended December 31, 2024, under the headings “Capital Expenditures”, “Liquidity and Capital Resources”, “Critical Accounting Estimates”, “Risk Factors” and “Changes in Accounting Policies”. In addition, risk factors include: the risk that one or more conditions to the completion of the Business Combination is not satisfied; the risk that the Business Combination is not completed on the anticipated terms or in the anticipated timing; the risk that the Business Combination does not result in the anticipated benefits; the risk Whitecap’s financing does not occur on the expected terms or timing, or at all; the risk that any of the material assumptions prove to be materially inaccurate, including forecasts of Whitecap following closing of the Business Combination (including for commodity prices); the risk that (i) the U.S. and/or Canadian governments increase the rate or scope of the tariffs on the import of goods from one country to the other, including on oil and natural gas, (ii) the U.S. and/or Canada imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas, and (iii) the tariffs imposed by the U.S. on other countries and responses thereto could have a material adverse effect on the Canadian, U.S. and global economies, and by extension the Canadian oil and natural gas industry and Whitecap following closing of the Business Combination; the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production, including the risk that weather events such as wildfires, flooding, droughts or extreme hot or cold temperatures forces Whitecap to shut-in production or otherwise adversely affects operations of Whitecap following closing of the Business Combination; pandemics and epidemics; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to reserves, production, costs and expenses; risks associated with increasing costs, whether due to elevated inflation rates, elevated interest rates, supply chain disruptions or other factors; health, safety and environmental risks; commodity price and exchange rate fluctuations; interest rate fluctuations; inflation rate fluctuations; marketing and transportation risks; loss of markets; environmental risks; competition; failure to obtain required regulatory, shareholder and other approvals; reliance on third parties and pipeline systems; and changes in legislation, including but not limited to tax laws, tariffs, import or export restrictions or prohibitions, production curtailment, royalties and environmental (including emissions and “greenwashing”) regulations. Actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that we will derive therefrom. Management has included the above summary of assumptions and risks related to forward-looking information provided in this material change report in order to provide security holders with a more complete perspective on the future operations of Whitecap following closing of the Business Combination and such information may not be appropriate for other purposes.

Additional information on these and other factors that could affect Veren’s operations or financial results are included in Veren’s reports on file with Canadian and U.S. securities regulatory authorities. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed herein or otherwise. Veren undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so pursuant to applicable law. All subsequent forward-looking statements, whether written or oral, attributable to Veren or persons acting on the Corporation’s behalf are expressly qualified in their entirety by these cautionary statements.

Canadian Dollars

All amounts in the material change report are stated in Canadian dollars unless otherwise specified.

Exhibit 99.2

Redacted Version

Certain identified information in this agreement, as indicated in several places, has been excluded because it is both (1) not material and (2) is the type that the registrant treats as private or confidential. 

Execution Copy

BUSINESS COMBINATION AGREEMENT

between

WHITECAP RESOURCES INC.

and

VEREN INC.

March 9, 2025

TABLE OF CONTENTS

SCHEDULES

BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT dated the 9th day of March, 2025

BETWEEN:

WHITECAP RESOURCES INC., a corporation existing under the laws of the Province of Alberta (“Whitecap”)

- and -

VEREN INC., a corporation existing under the laws of the Province of Alberta (“Veren”)

WHEREAS Whitecap and Veren wish to complete a transaction involving the acquisition by Whitecap of all the issued and outstanding Veren Shares in exchange for Whitecap Shares, all in accordance with the terms set out herein;

AND WHEREAS Whitecap and Veren wish to carry out the transactions contemplated by this Agreement by way of a plan of arrangement of Veren under the provisions of the ABCA;

AND WHEREAS the Whitecap Board and the Veren Board have determined that it would be in the best interests of Whitecap and Veren, respectively, to enter into this Agreement and to complete the transactions contemplated herein;

AND WHEREAS concurrently with the execution of this Agreement, Whitecap has entered into the Veren Support Agreements with the Supporting Veren Shareholders and Veren has entered into the Whitecap Support Agreements with the Supporting Whitecap Shareholders;

AND WHEREAS concurrently with the execution of this Agreement, (i) certain holders of Veren Options holding not less than 66 2/3% of the outstanding Veren Options have entered into Veren Option Exercise or Surrender Agreements and/or Veren Support Agreements that evidence their approval and support of the Business Combination; and (ii) certain holders of Veren PSUs holding not less than 66 2/3% of the outstanding Veren PSUs have entered into Veren Support Agreements that evidence their approval and support of the Business Combination;

AND WHEREAS the Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters related to the transactions herein provided for;

AND WHEREAS for U.S. federal income Tax purposes the Parties intend that (a) the transactions contemplated by this Agreement shall qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, and (b) this Agreement be adopted as a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Internal Revenue Code and the U.S. Treasury Regulations promulgated thereunder; NOW THEREFORE in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

Whenever used in this Agreement, including the preamble and recitals hereto, unless there is something in the context or subject matter inconsistent therewith, the following defined words and terms have the indicated meanings and grammatical variations of such words and terms have corresponding meanings:

“Abandoned Pipelines” means [description redacted];

“ABCA” means the Business Corporations Act, RSA 2000, c B-9;

“Accordion Commitment Letter” means the executed debt commitment letter from National Bank of Canada, National Bank Financial Markets and The Toronto-Dominion Bank in favour of Whitecap, providing for new up to $3.5 billion credit facilities or an increase of $500 million to the syndicated credit facility of Whitecap provided pursuant to the Whitecap Credit Agreement (in effect on the Agreement Date) through an exercise of the accordion feature in the Whitecap Credit Agreement, as such commitment letter is in effect on the Agreement Date and delivered to Veren and related term sheets and fee letters to provide the Accordion Debt Financing to Whitecap, in each case, as amended, amended and restated, supplemented or otherwise modified from time to time to the extent permitted hereunder;

“Accordion Debt Financing” means the commitments and/or the financing under the Accordion Commitment Letter and/or any other financing the proceeds of which are intended to be used to complete the financings described therein;

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement and other than any transaction involving only a Party and one or more of its wholly-owned subsidiaries, any proposal, expression of interest, inquiry or offer from, or public announcement of an intention by, any Person, or group of Persons “acting jointly or in concert” within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids, whether or not in writing and whether or not delivered to a Party’s shareholders and whether or not subject to due diligence or other conditions, or whether in one transaction or a series of transactions, that relates to, or may reasonably be expected to relate to:

“AFEs” has the meaning ascribed thereto in Section 7.6(a);

“affiliate” means any Person that is affiliated with another Person in accordance with the meaning of the Securities Act; “Agreement”, “herein”, “hereof”, “hereto”, “hereunder” and similar expressions mean and refer to this Business Combination Agreement (including the Schedules hereto) as supplemented, modified or amended, and not to any particular article, section, schedule or other portion hereof;

“Agreement Date” means March 9, 2025;

“Anti-Corruption Laws” means collectively, the FCPA, the Corruption of Foreign Public Officials Act (Canada), the Money Laundering Laws and the rules and regulations promulgated thereunder or under any other applicable legislation of any jurisdiction covering a similar subject matter;

“Applicable Canadian Securities Laws” means, collectively, the Securities Act or similar statutes of each of the provinces and territories of Canada and the respective rules and regulations under such laws, together with applicable published national, multilateral and local policy statements, instruments, notices and blanket orders of the provinces and territories of Canada and all rules, by-laws and regulations governing the TSX;

“Applicable Laws” means, in any context that refers to one or more Persons or its or their respective businesses, activities, properties, assets, undertakings or securities, the Laws that apply to such Person or Persons or its or their respective businesses, activities, properties, assets, undertakings or securities and emanate from a Governmental Authority having jurisdiction over the Person or Persons or its or their respective businesses, activities, properties, assets, undertakings or securities and, for greater certainty, includes Applicable Canadian Securities Laws and Applicable U.S. Securities Laws;

“Applicable U.S. Securities Laws” means federal and state securities legislation of the United States (including the U.S. Securities Act and the U.S. Exchange Act) and all rules, regulations and orders promulgated thereunder and, with respect to Veren, all rules, by-laws and regulations of the NYSE;

“ARC” means an advance ruling certificate issued by the Commissioner under section 102 of the Competition Act;

“Articles of Arrangement” means the articles of arrangement in respect of the Plan of Arrangement required under section 193(4.1) of the ABCA to be filed with the Registrar after the Final Order has been granted and all other conditions precedent to the Business Combination have been satisfied or waived, to give effect to the Business Combination;

“associate” has the meaning ascribed thereto in the Securities Act;

“BMO Capital Markets” means BMO Nesbitt Burns Inc.;

“Bridge Commitment Letter” means the executed debt commitment letter from National Bank of Canada, National Bank Financial Markets and The Toronto-Dominion Bank in favour of Whitecap, providing for a $1 billion bond backstop credit facility as in effect on the Agreement Date and delivered to Veren and related term sheets and fee letters to provide the Bridge Debt Financing to Whitecap, in each case, as amended, amended and restated, supplemented or otherwise modified from time to time to the extent permitted hereunder;

“Bridge Debt Financing” means the commitments and/or the financing under the Bridge Commitment Letter and/or any other financing the proceeds of which are intended to be used to complete the financings described therein;

“Business Combination” means the business combination of Whitecap and Veren, to be completed by way of an arrangement of Veren pursuant to section 193 of the ABCA, on the terms set out in the Plan of Arrangement, as supplemented, modified or amended in accordance with the Plan of Arrangement or made at the direction of the Court in the Final Order; “Certificate” means the certificate or other proof of filing to be issued by the Registrar pursuant to section 193(11) of the ABCA in respect of the Articles of Arrangement;

“Business Day” means, with respect to any action to be taken, any day other than a Saturday, Sunday or a statutory holiday in the Province of Alberta;

“Circular” means the joint management information circular of Veren and Whitecap to be sent by Veren to the Veren Shareholders (and any other Persons required by the Interim Order) in connection with the Veren Meeting and to be sent by Whitecap to the Whitecap Shareholders (and any other Persons required by the ABCA) in connection with the Whitecap Meeting, together with any amendments thereto or supplements thereof;

“Commissioner” means the Commissioner of Competition appointed under the Competition Act or any Person authorized to exercise the powers and perform the duties of the Commissioner of Competition and includes the Commissioner’s representatives where the context requires;

“Competition Act” means the Competition Act, RSC 1985, c C-34;

“Competition Act Approval” means the occurrence of one or more of the following, in respect of the transactions contemplated by this Agreement:

“Confidentiality Agreement” means the mutual confidentiality agreement between Whitecap and Veren dated November 12, 2024, as amended from time to time, and the common interest privilege agreement between Whitecap and Veren dated February 28, 2025, as amended from time to time;

“Contract” means, with respect to a Party, a contract, lease, instrument, note, bond, debenture, mortgage, agreement, arrangement or understanding, written or oral, to which such Party, or any of its subsidiaries, is a Party or under which such Party or any of its subsidiaries is bound, has unfulfilled obligations or contingent liabilities or is owed unfulfilled obligations, whether known or unknown, and whether asserted or not;

“Court” means the Court of King’s Bench of Alberta;

“Debt Commitment Letters” means, collectively, the Accordion Commitment Letter and the Bridge Commitment Letter;

“Debt Financing Sources” means the agents, arrangers, lenders, underwriters and other Persons that have committed or been engaged to provide or arrange (including through soliciting purchasers of, or otherwise placing, notes or other debt) or otherwise entered into agreements in connection with all or any part of the Debt Financings, including the parties to any joinder agreements, indentures or credit agreements entered into in connection therewith, together with their respective affiliates and their respective affiliates’ officers, directors, employees, controlling persons, agents and representatives and their respective successors and assigns;

“Debt Financings” means, collectively, the Accordion Debt Financing, the Bridge Debt Financing and the Whitecap Credit Agreement Financing;

“Depositary” means the Person appointed by the Parties in connection with the Business Combination for the purpose of receiving deposits of certificates formerly representing Veren Shares;

“Disclosing Party” has the meaning ascribed thereto in Section 7.9(a); “Dissent Rights” has the meaning ascribed thereto in the Plan of Arrangement;

“Downgrade Expiry Date” means the first day after the end of the Downgrade Window;

“Downgrade Window” means the period ending on the later of (a) the date falling 60 days after the date that the Business Combination is publicly announced, and (b) if DBRS Limited makes a public announcement at any time after such public announcement of the Business Combination and prior to such 60th day that it is considering for possible downgrade any of the Veren IG Notes, the date on which DBRS Limited makes a public announcement that such notes are no longer being considered for possible downgrade, if, on such later date, all of the Veren IG Notes are rated BBB(low) or higher by DBRS Limited;

“Economic Sanctions” means the economic sanctions administered by OFAC, Global Affairs Canada or Public Safety Canada or any Applicable Law or executive order relating thereto;

“Effective Date” means the date the Business Combination becomes effective in accordance with the ABCA;

“Effective Time” means the time on the Effective Date at which the Articles of Arrangement are filed in accordance with section 193(4.1) of the ABCA;

“Encumbrance” means any mortgage, pledge, assignment, charge, lien, security interest, adverse interest in property, other third party interest or encumbrance of any kind whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, Contract or otherwise) capable of becoming any of the foregoing;

“Environment” means the natural components of the earth and includes: (i) any land (including land surface or subsurface strata), soil or underground space, surface water, ground water, body of water, sediment, and air (including all layers of the atmosphere); (ii) all organic and inorganic matter and living organisms; (iii) the interacting natural systems that include components referred to in clauses (i) and (ii); (iv) the environment or natural environment as defined in any Environmental Laws; and (v) any other environmental medium or natural resource;

“Environmental Laws” means, with respect to any one or more Persons or its or their business, activities, property, assets or undertaking, all Laws relating to the Environment or health and safety matters of the jurisdictions applicable to such Person or Persons or its or their business, activities, property, assets or undertaking, including Laws relating to the storage, use, handling, manufacture, processing, labelling, advertising, sale, display, transportation, treatment, Release or disposal of, or exposure to, Hazardous Substances;

“ESVA Dividend Equivalent” means, in respect of a Veren ESVA, the aggregate amount paid by Veren in dividends per Veren Share from the Grant Date (as defined in the Veren ESV Plan) of such Veren ESVA, plus an amount equal to the amount per Veren Share of any Unpaid Dividend;

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended;

“Final Order” means the order of the Court approving the Business Combination pursuant to section 193(4) of the ABCA, as such order may be affirmed, amended or modified by any court of competent jurisdiction prior to the Effective Time, provided that any such amendment or modification is acceptable to both Veren and Whitecap, each acting reasonably;

“Financing Documents” has the meaning ascribed thereto in Section 3.7(a);

“Governmental Authority” means any: (i) domestic or foreign federal, territorial, provincial, state, regional, municipal or local governmental, regulatory or administrative authority, department, court, commission, board or tribunal, arbitral body, bureau, ministry, agency or instrumentality or official, including any political subdivision thereof; (ii) quasi-governmental or private body exercising regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iii) any stock exchange;

“Financing Materials” has the meaning ascribed thereto in Section 3.8(c); “Hazardous Substances” means all material, substance and waste that is prohibited, listed, defined, designated, classified or regulated under or pursuant to any Environmental Laws, including any pollutant, substance, dangerous substance, toxic substance, hazardous material, hazardous substance, waste, hazardous waste, dangerous good or contaminant, whether natural or artificial, and all breakdown substances, and specifically including petroleum and all derivatives thereof and synthetic substitutes therefor, asbestos or asbestos-containing materials in any form or condition, and polychlorinated biphenyls;

“Hedging Transaction” means: (i) any transaction which is a rate swap transaction, basis swap, forward rate transaction, commodity loan, commodity consignment, commodity lease, commodity swap, commodity option, commodity purchase or sale (including, a forward Contract and whether settled by physical or financial delivery), equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, transaction to buy, sell, borrow or lend securities or any other similar transaction (including any option with respect to any of these transactions); and (ii) any derivative or combination of these transactions;

“IFRS” means accounting principles generally accepted in Canada applicable to public companies at the relevant time and which incorporates International Financial Reporting Standards as adopted by the Canadian Accounting Standards Boards;

“Independent Contractors” means those Persons engaged to provide services to Veren or a Veren Subsidiary;

“Information Technology” means all: (i) computer, information technology, data processing, and communications systems, components, facilities, and services, including all software, hardware, networks, interfaces, platforms, databases and related data, switches, telecommunications equipment, operating systems, websites, website content, links; and (ii) equipment relating to the transmission, storage, maintenance, organization, presentation, generation, processing, or analysis of data and information, whether or not in electronic format;

“Intellectual Property Rights” means any right or protection existing from time to time in any jurisdiction throughout the world, whether registered or not, under any patent law or other invention or discovery law, copyright law, industrial design law, confidential information law (including breach of confidence), trade secret law, trademark law, and any other industrial or intellectual property laws, including all registrations, applications for registration, divisionals and renewals for any of the foregoing (as applicable), legislation by competent Governmental Authorities and judicial decisions under common law or equity, and rights and remedies against past, present, and future infringement, misappropriation, or other violation of any such right or protection;

“Interim Order” means the interim order of the Court concerning the Business Combination under section 193(4) of the ABCA, containing declarations and directions with respect to the Business Combination and the holding of the Veren Meeting, as such order may be affirmed, amended or modified by any court of competent jurisdiction prior to the Effective Time, provided that any such amendment or modification is acceptable to both Veren and Whitecap, each acting reasonably;

“Internal Revenue Code” means the United States Internal Revenue Code of 1986, including any successor provisions and transition rules, whether or not codified;

“Key Regulatory Approval” means the Competition Act Approval;

“Laws” means all laws (including, for greater certainty, common law), statutes, regulations, bylaws, statutory rules, orders, ordinances, protocols, codes, guidelines, notices and directions enacted by a Governmental Authority (including all Applicable Canadian Securities Laws and all Applicable U.S. Securities Laws) and the terms and conditions of any grant of approval, permission, judgment, decision, ruling, award, authority or license of any Governmental Authority or self-regulatory authority;

“Matching Period” has the meaning ascribed thereto in Section 7.1(d); “Material Adverse Change” or “Material Adverse Effect” means, with respect to either Party, any fact or state of facts, circumstance, change, effect, occurrence or event that individually is or in the aggregate are, or would individually or in the aggregate reasonably be expected to be, material and adverse to the business, operations, results of operations, assets, properties, capitalization, liabilities, obligations (whether absolute, accrued, conditional or otherwise) or condition (financial or otherwise) of the Party and its subsidiaries, taken as a whole, except to the extent of any fact or state of facts, circumstance, change, effect, occurrence or event resulting from or arising in connection with:

provided, however, that: (i) with respect to clauses (a) through and including (h), such matter does not have a materially disproportionate effect on the business, operations, results of operations, assets, properties, capitalization, liabilities, obligations (whether absolute, accrued, conditional or otherwise) or condition (financial or otherwise) of such Party and its subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the oil and gas industry (in which case the incremental disproportionate effect may be taken into account in determining whether there has been, or is reasonably expected to be, a Material Adverse Effect); and (ii) unless expressly provided in any particular section of this Agreement, references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” has occurred;

“material change” has the meaning ascribed thereto in the Securities Act;

“Material Subsidiary” means a subsidiary, the total assets of which constitute more than 10% of the consolidated assets of Whitecap or Veren (as applicable) as at December 31, 2024, the total liabilities of which constitute more than 10% of the consolidated liabilities of Whitecap or Veren (as applicable) as at December 31, 2024, or the total revenues of which constitute more than 10% of the consolidated revenues of Whitecap or Veren (as applicable) for the year ended December 31, 2024;

“McDaniel” means McDaniel & Associates Consultants Ltd.;

“misrepresentation” has the meaning ascribed thereto in the Securities Act;

“Money Laundering Laws” means collectively, the applicable anti-money laundering statutes and the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency;

“No Action Letter” means a written confirmation from the Commissioner that he does not, at that time, intend to make an application under section 92 of the Competition Act;

“Non-Continuing Veren Individuals” has the meaning ascribed thereto in Section 2.9(a);

“NYSE” means the New York Stock Exchange;

“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department;

“OHSL” means Occupational Health and Safety legislation;

“Operating Credit Facility Agreement” means the fifth amended and restated operating credit facility agreement dated as of October 30, 2024 between Veren, as borrower, and The Bank of Nova Scotia, as lender; “Order” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, or decrees of any Governmental Authority (in each case, whether temporary, preliminary or permanent);

“Other Party” means: (i) with respect to Whitecap, Veren; and (ii) with respect to Veren, Whitecap;

“Outside Date” means the date that is six (6) months after the date hereof, provided that if the Key Regulatory Approval has not been obtained by that date and the Key Regulatory Approval has not been denied by a non-appealable decision of a Governmental Authority, the Outside Date may be extended by one (1) three (3) month period by either Party delivering a notice to the Other Party of its election of such extension delivered on or before the Outside Date then in effect, and thereafter the Outside Date may be extended by the mutual agreement of the Parties in writing;

“Parties” means Whitecap and Veren, and “Party” means either of them;

“Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status;

“Personal Information” means any information that is defined as “personal information” under Applicable Law;

“Plan of Arrangement” means the plan of arrangement in the form attached hereto as Schedule “A”, as the same may be amended or supplemented from time to time in accordance with the terms hereof, thereof or at the direction of the Court in the Final Order;

“Receiving Party” has the meaning ascribed thereto in Section 7.1(c);

“Recipient” has the meaning ascribed thereto in Section 7.9(a);

“Registrar” means the Registrar of Corporations or a Deputy Registrar of Corporations appointed under Section 263 of the ABCA;

“Release” means any release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into or through the Environment that would constitute a violation of Environmental Law;

“Representatives” has the meaning ascribed thereto in Section 7.1(a);

“Responding Party” has the meaning ascribed thereto in Section 7.1(c);

“Return” means any written or electronic report, return, statement, claim for refund, estimate, election, designation, form, declaration of estimated tax, information statement and information return relating to, or required to be filed or actually filed with a Governmental Authority in connection with, any Taxes;

“RSA Dividend Amount” means in respect of each Veren RSU the amount that is accrued on such Veren RSA for amounts paid by Veren in dividends on the Veren Shares, pursuant to and in accordance with the Veren RSA Plan, plus an amount equal to the amount per Veren Share of any Unpaid Dividend;

“Scotiabank” means Scotia Capital Inc.;

“Securities Act” means the Securities Act, RSA 2000, c S-4;

“SEDAR+” means the System for Electronic Data Analysis and Retrieval +; “Share Issuance Resolution” means the ordinary resolution to be considered by the Whitecap Shareholders at the Whitecap Meeting, substantially in the form included in Schedule “C” attached hereto;

“Special Committee” means the special committee of the Veren Board;

“Special Dividend” means a monthly dividend declared by the Veren Board and paid by Veren or Whitecap (on behalf of Veren) in respect of the month of May 2025 (if the Effective Date does not occur in May 2025) and every calendar month thereafter in which the Effective Date does not occur, in the amount of $0.03833 per Veren Share (being one-third of Veren’s current quarterly dividend per Veren Share), which monthly dividend(s) shall have a record date that is prior to the Effective Date;

“STIP” means the short-term incentive plan of Veren;

“subsidiary” has the meaning ascribed thereto in the Securities Act;

“Superior Proposal” means an unsolicited bona fide written Acquisition Proposal:

“Support Agreements” means collectively, the Veren Support Agreements and the Whitecap Support Agreements;

“Supporting Veren Shareholders” means each of the directors and executive officers of Veren;

“Supporting Whitecap Shareholders” means each of the directors and executive officers of Whitecap;

“Syndicated Credit Agreement” means the fifth amended and restated syndicated credit agreement dated as of October 30, 2024 among Veren, as Borrower, The Bank of Nova Scotia, as Agent, and the financial institutions party thereto as Lenders from time to time;

“Tax” or “Taxes” means all taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Applicable Laws and howsoever denominated, together with all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof, including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, large corporation, capital gain, minimum, transfer, land transfer, sales, goods and services, harmonized sales, provincial sales, use, value-added, excise, stamp, withholding, business, franchising, property, employer health, payroll, employment, employment insurance, health and health insurance, social services, education and social security taxes, fuel taxes or levies, all surtaxes, all customs duties and import and export taxes, pension plan and workers compensation premiums or contributions, royalties, carbon taxes or levies and other obligations of the same or of a similar nature to any of the foregoing; “Transferred Information” has the meaning ascribed thereto in Section 7.9(a);

“Tax Act” means the Income Tax Act, RSC 1985, c 1 (5th Supp);

“TSX” means the Toronto Stock Exchange;

“Unpaid Dividend” means any dividend declared by the Veren Board that has a record date that is prior to the Effective Date and a payment date that is subsequent to the Effective Date;

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

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Treasury Regulations” means the Treasury regulations promulgated under the Internal Revenue Code;

“Veren” means Veren Inc., a corporation existing under the ABCA;

“Veren 3.94% Cdn Notes” means the 3.94% notes of Veren due April 22, 2025;

“Veren 4.08% US Notes” means the 4.08% notes of Veren due April 22, 2025;

“Veren 4.18% US Notes” means the 4.18% notes of Veren due April 22, 2027;

“Veren 4.30% US Notes” means the 4.30% notes of Veren due April 11, 2025;

“Veren 4.968% Cdn Notes” means the 4.968% notes of Veren due June 21, 2029;

“Veren 5.503% Cdn Notes” means the 5.503% notes of Veren due June 21, 2034;

“Veren Accelerated ESVAs” has the meaning ascribed thereto in Section 2.10(b)(iii);

“Veren Accelerated Incentive Securities" has the meaning ascribed thereto in Section 2.10(b)(v);

“Veren Accelerated PSUs” has the meaning ascribed thereto in Section 2.10(b)(iv);

“Veren Accelerated RSAs” has the meaning ascribed thereto in Section 2.10(b)(ii);

“Veren Balance Sheet” has the meaning ascribed thereto in Section (cc) of Schedule “E”;

“Veren Board” means the board of directors of Veren;

“Veren Board Recommendation” has the meaning ascribed thereto in Section 2.2(a);

“Veren Capital Program” means the capital program of Veren disclosed in writing by Veren to Whitecap;

“Veren Credit Agreements” means, collectively, the Syndicated Credit Agreement and the Operating Credit Facility Agreement;

“Veren Data Room” means the electronic data room, as it existed as of 10:00 p.m. (Calgary, Alberta time) on March 7, 2025, and made available by Veren to Whitecap and its Representatives in connection with the transactions contemplated hereby; “Veren Disclosure Letter” means the disclosure letter dated the Agreement Date from Veren to Whitecap;

“Veren Disposition Event” has the meaning ascribed thereto in Section 7.3;

“Veren DSU Plan” means the amended and restated deferred share unit plan for directors and designated employees of Veren initially approved on November 9, 2011, as amended in accordance with its terms from time to time;

“Veren DSUs” means the deferred share units, whether vested or unvested, granted pursuant to the Veren DSU Plan;

“Veren Employee Plans” has the meaning ascribed thereto in Section (qq) of Schedule “E”;

“Veren Employees” means individuals employed by Veren or a Veren Subsidiary on a full-time, part-time or temporary basis, and for greater certainty includes officers of Veren;

“Veren ESV Plan” means the employee share value plan of Veren dated effective April 2020, as amended in accordance with its terms from time to time;

“Veren ESVAs” means the employee share value awards, whether vested or unvested, granted pursuant to the Veren ESV Plan;

“Veren Fairness Opinions” means the opinions of each of BMO Capital Markets, as financial advisor to Veren, and Scotiabank, as financial advisor to the Special Committee, to the effect that, as of the date of such opinion, 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 Veren Shareholders;

“Veren Financial Statements” means the audited consolidated financial statements of Veren as at and for the years ended December 31, 2024 and 2023, together with the notes thereto and the auditor’s report thereon;

“Veren Group” has the meaning ascribed thereto in Section 3.2(a);

“Veren IG Notes” means the Veren 4.968% Cdn Notes and the Veren 5.503% Cdn Notes;

“Veren Incentive Plans” means, collectively, the Veren Option Plan, the Veren DSU Plan, the Veren PSU Plan, the Veren RSA Plan, and the Veren ESV Plan;

“Veren Incentives” means, collectively, the Veren Options, the Veren DSUs, the Veren PSUs, the Veren RSAs and the Veren ESVAs;

“Veren Information” means the information describing Veren and its business, operations and affairs required to be included or incorporated by reference in the Circular under Applicable Canadian Securities Laws;

“Veren IP” has the meaning ascribed thereto in Section (vv) of Schedule “E”;

“Veren IT” has the meaning ascribed thereto in Section (vv) of Schedule “E”;

“Veren Material Contracts” means the Contracts described in Section (w) of Schedule “E”, together with all exhibits, schedules and amendments to such Contracts;

“Veren Meeting” means the special meeting of Veren Shareholders to be called and held in accordance with this Agreement and the Interim Order to permit the Veren Shareholders to consider the Veren Transaction Resolution and related matters, and any adjournment(s) or postponement(s) thereof;

“Veren Note Indenture” means the trust indenture dated as of June 21, 2024 between Veren, as Issuer, and Computershare Trust Company of Canada, as Trustee; “Veren Notes” means collectively, the Veren 4.30% US Notes, the Veren 3.94% Cdn Notes, the Veren 4.08% US Notes, the Veren 4.18% US Notes, the Veren 4.968% Cdn Notes and the Veren 5.503% Cdn Notes;

“Veren Option Exercise or Surrender Agreements” mean the agreements to be entered into between Veren and the holders of the outstanding Veren Options, in the form attached hereto as Schedule “F”, whereby each holder conditionally agrees, with effect as at immediately prior to the Effective Time, to (a) exercise Veren Options in accordance with their terms, or (b) surrender to Veren for cancellation Veren Options, for (i) a cash payment from Veren equal to the “in-the-money amount” of such Veren Options or (ii) a combination of cash and a number of Veren Shares together having an aggregate fair market value equal to the “in-the-money amount” of such Veren Options;

“Veren Option Plan” means the stock option plan of Veren dated effective as of January 3, 2018, as amended in accordance with its terms from time to time;

“Veren Options” means the options to purchase Veren Shares, whether vested or unvested, granted pursuant to the Veren Option Plan;

“Veren PSU Consent Agreements” mean the agreements to be entered into between Veren and the holders of the outstanding Veren PSUs, in the form attached hereto as Schedule “G”, whereby each holder conditionally agrees, with effect as at immediately prior to the Effective Time, that all such holders of Veren Accelerated PSUs (if any) shall be treated in accordance with Section 2.10(b)(iv) and the Plan of Arrangement;

“Veren PSU Plan” means the performance share unit plan of Veren dated effective April 26, 2017, as amended in accordance with its terms from time to time;

“Veren PSUs” means the performance share units, whether vested or unvested, granted pursuant to the Veren PSU Plan and includes any fractional performance share unit;

“Veren Required Approval” has the meaning ascribed thereto in Section 2.1(c)(ii);

“Veren Reserves Report” means the report prepared by McDaniel and dated January 20, 2025 evaluating the crude oil, natural gas, natural gas liquids and sulphur reserves attributable to Veren’s properties as at December 31, 2024, a true and complete copy of which has been disclosed in writing by Veren to Whitecap;

“Veren RSA Plan” means the restricted share bonus plan of Veren dated effective July 2, 2009, as amended in accordance with its terms from time to time;

“Veren RSAs” means the restricted share awards, whether vested or unvested, granted pursuant to the Veren RSA Plan;

“Veren Settled DSUs” has the meaning ascribed thereto in Section 2.10(b)(v);

“Veren Shareholders” means the registered and/or beneficial holders of Veren Shares, as the context requires;

“Veren Shares” means the common shares of Veren;

“Veren Subsidiaries” means Veren Partnership, Veren Holdings Ltd., Veren U.S. Corp., Veren Rockies Corp., Veren LNG Corp., Inception General Partner Inc. and Hammerhead Energy Inc.;

“Veren Support Agreements” means the support agreements entered into between the Supporting Veren Shareholders and Whitecap, dated as of the Agreement Date;

“Veren Termination Amount” has the meaning ascribed thereto in Section 7.3;

“Veren Transaction Resolution” means the special resolution in respect of the Business Combination to be considered and voted on by the Veren Shareholders at the Veren Meeting, substantially in the form included in Schedule “B” attached hereto, including any amendments or variations made thereto in accordance with this Agreement or at the direction of the Court in the Interim Order, provided any amendments made at the discretion of the Court in the Interim Order are acceptable to Veren and Whitecap, each acting reasonably; “Whitecap 3.90% Notes” means the 3.90% notes of Whitecap due December 20, 2026;

“Whitecap” means Whitecap Resources Inc., a corporation existing under the ABCA;

“Whitecap 4.382% Notes” means the 4.382% notes of Whitecap due November 1, 2029;

“Whitecap AIP” means the amended and restated 2013 award incentive plan of Whitecap dated as of April 30, 2013;

“Whitecap AIP PAs” means the performance awards, whether vested or unvested, granted pursuant to the Whitecap AIP;

“Whitecap AIP TAs” means the time-based awards, whether vested or unvested, granted pursuant to the Whitecap AIP;

“Whitecap Balance Sheet” has the meaning ascribed thereto in Section (dd) of Schedule “D”;

“Whitecap Board” means the board of directors of Whitecap;

“Whitecap Board Recommendation” has the meaning ascribed thereto in Section 2.3(a);

“Whitecap Capital Program” means the capital program of Whitecap disclosed in writing by Whitecap to Veren;

“Whitecap Credit Agreement” means the credit agreement dated as of September 19, 2024 among Whitecap, as Borrower, the persons party thereto from time to time in their capacity as Lenders, and National Bank of Canada, as Administrative Agent, as such credit agreement may be amended, amended and restated, replaced or otherwise modified in accordance with the Debt Commitment Letters;

“Whitecap Credit Agreement Financing” means the drawdown by Whitecap on the Effective Date under the Whitecap Credit Agreement in an amount sufficient to repay in full the Veren Credit Agreements;

“Whitecap Data Room” means the electronic data room, as it existed as of 10:00 p.m. (Calgary, Alberta time) on March 7, 2025, and made available by Whitecap to Veren and its Representatives in connection with the transactions contemplated hereby;

“Whitecap Disclosure Letter" means the disclosure letter dated the Agreement Date from Whitecap to Veren;

“Whitecap Disposition Event” has the meaning ascribed thereto in Section 7.2;

“Whitecap Employee Plans” has the meaning ascribed thereto in Section (rr) of Schedule “D”;

“Whitecap Fairness Opinion” means the opinion of National Bank Financial Inc., as financial advisor to Whitecap, to the effect that, as of the date of such opinion, 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;

“Whitecap Financial Statements” means the audited consolidated financial statements of Whitecap as at and for the years ended December 31, 2024 and 2023, together with the notes thereto and the auditor’s report thereon;

“Whitecap Group” has the meaning ascribed thereto in Section 3.1(a); “Whitecap Incentives” means, collectively, the Whitecap AIP PAs and the Whitecap AIP TAs;

“Whitecap Incentive Plan” means the Whitecap AIP;

“Whitecap Information” means the information describing Whitecap and its business, operations and affairs required to be included or incorporated by reference in the Circular under Applicable Canadian Securities Laws;

“Whitecap IP” has the meaning ascribed thereto in Section (ww) of Schedule “D”;

“Whitecap IT” has the meaning ascribed thereto in Section (ww) of Schedule “D”;

“Whitecap Material Contracts” means the Contracts described in Section (x) of Schedule “D”, together with all exhibits, schedules and amendments to such Contracts;

“Whitecap Meeting” means the special meeting of Whitecap Shareholders to be called to permit the Whitecap Shareholders to consider the Share Issuance Resolution and related matters, and any adjournment(s) or postponement(s) thereof;

“Whitecap Notes” means collectively, the Whitecap 3.90% Notes and the Whitecap 4.382% Notes;

“Whitecap Reserves Report” means the report prepared by McDaniel and dated February 2, 2025 evaluating the crude oil, natural gas, natural gas liquids, and sulphur reserves attributable to Whitecap’s properties as at December 31, 2024, a true and complete copy of which has been disclosed in writing by Whitecap to Veren;

“Whitecap Shareholders” means the holders of Whitecap Shares;

“Whitecap Shares” means the common shares of Whitecap;

“Whitecap Subsidiaries” means Amos & Co. Ltd. and 2136146 Alberta Ltd.;

“Whitecap Support Agreements” means the support agreements entered into between the Supporting Whitecap Shareholders and Veren, dated as of the Agreement Date; and

“Whitecap Termination Amount” has the meaning ascribed thereto in Section 7.2.

The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereto” and “hereunder” and similar expressions refer to this Agreement (including the Schedules hereto) and not to any particular article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

Words importing the singular number include the plural and vice versa, and words importing the use of any gender include all genders. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.

If any date on which any action is required to be taken hereunder is not a Business Day, such action shall be taken on the next succeeding day that is a Business Day.

This Agreement, the Confidentiality Agreement (to the extent that the provisions of the Confidentiality Agreement have not been superseded by the provisions of this Agreement), together with the agreements and documents referred to herein and therein, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof. For greater certainty, the Support Agreements are separate agreements between the parties thereto and are unaffected by this Section 1.5.

Unless otherwise indicated, all sums of money referred to in this Agreement are expressed in lawful money of Canada.

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature that are required to be made shall be made in a manner consistent with IFRS.

Reference to “disclosure in writing” or similar references herein shall, in the case of disclosure to Whitecap be references exclusively to the Veren Disclosure Letter, or in the case of disclosure to Veren be references exclusively to the Whitecap Disclosure Letter.

References in this Agreement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

In this Agreement, references to “to the knowledge of” means the actual knowledge of the Executive Officers of Whitecap or Veren, as the case may be, after such inquiry as such officers shall consider reasonable in the circumstances. For purposes of this Section 1.10 “Executive Officers” in the case of Whitecap means Whitecap’s [positions redacted], and in the case of Veren means Veren’s [positions redacted].

The Parties acknowledge that their respective legal counsel have reviewed and participated in settling the terms of this Agreement, and the Parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party will not be applicable in the interpretation of this Agreement.

The following schedules attached hereto are incorporated into, and form an integral part of, this Agreement:

ARTICLE 2 THE BUSINESS COMBINATION AND MEETINGS

(the “Veren Required Approval”);

Veren represents and warrants to Whitecap that the Veren Board:

(collectively (a)(i), (ii), (iii) and (iv) the “Veren Board Recommendation”);

Whitecap represents and warrants to Veren that the Whitecap Board:

(collectively (a)(i), (ii), (iii) and (iv) the “Whitecap Board Recommendation”);

In connection with the Court proceedings relating to obtaining the Interim Order and the Final Order, Veren shall:

The Business Combination shall become effective at the Effective Time on the Effective Date. The Certificate shall be conclusive evidence that the Business Combination has become effective as of the Effective Time. The Parties shall use their reasonable commercial efforts to cause the Effective Date to occur as soon as reasonably practicable, but in any event no later than two (2) Business Days following the later of the issuance of the Final Order, the Downgrade Expiry Date and the receipt of the Key Regulatory Approval, and subject to the satisfaction or waiver of the conditions set out in Article 6 and, in any event, not later than the Outside Date, unless otherwise agreed to by the Parties in writing.

Whitecap will, on the Effective Date, prior to the sending of the Articles of Arrangement to the Registrar pending only filing of the Articles of Arrangement, deposit, or cause to be deposited, in escrow with the Depositary, to be released in accordance with the Plan of Arrangement for the benefit of and to be held on behalf of the Veren Shareholders entitled to receive Whitecap Shares pursuant to the Plan of Arrangement, certificates representing, or other evidence regarding the issuance of, the Whitecap Shares that such Veren Shareholders are entitled to receive under the Business Combination (calculated without reference to whether any Veren Shareholder has exercised Dissent Rights).

The Parties agree that the Whitecap Board and the senior management of Whitecap upon completion of the Business Combination shall be determined in the manner set out below.

the Veren RSAs held by each such Non-Continuing Veren Individual, Veren Employee or Independent Contractor (the “Veren Accelerated RSAs”) shall be, and shall be deemed to be, conditional upon the completion of the Business Combination, fully and unconditionally vested as a result of the Business Combination and each such Veren Accelerated RSA and the RSA Dividend Amount in respect thereof shall be settled by Veren in cash immediately prior to the Effective Time, in accordance with the terms of the Veren RSA Plan and the foregoing;

the Veren ESVAs held by such Non-Continuing Veren Individual, Veren Employee or Independent Contractor (the “Veren Accelerated ESVAs”) shall be, and shall be deemed to be, conditional upon the completion of the Business Combination, fully and unconditionally vested as a result of the Business Combination and each such Veren Accelerated ESVA shall be settled by Veren in cash immediately prior to the Effective Time for an amount equal to the Payout Value (as defined in the Veren ESV Plan) (which shall, for greater certainty and without duplication, include an amount equal to the ESVA Dividend Equivalent), in accordance with the terms of the Veren ESV Plan and the foregoing;

The Business Combination shall not constitute a “change of control” with respect to the Whitecap Incentives and Whitecap and the Whitecap Board shall not make any determination or take any action inconsistent with the foregoing prior to the Effective Time.

The Business Combination shall be structured and executed such that, assuming the Court considers the fairness of the terms and conditions of the Business Combination and grants the Final Order, the issuance of the Whitecap Shares issuable to Veren Shareholders under the Business Combination will not require registration under the U.S. Securities Act, in reliance upon section 3(a)(10) thereof. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Business Combination as set out in this Section 2.12. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Business Combination will be carried out on the following basis:

ARTICLE 3 COVENANTS AND ADDITIONAL AGREEMENTS

From the Agreement Date until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 9, except as otherwise expressly permitted or specifically contemplated by this Agreement (including the Plan of Arrangement), or as otherwise required by Applicable Laws or except with the prior written consent of Veren (such consent not to be unreasonably withheld, conditioned or delayed):

Nothing in this Agreement is intended to or shall result in Veren exercising material influence over the operations of Whitecap, particularly in relation to operations in which the Parties compete or would compete, but for this Agreement, with each other, prior to the Effective Date. For greater certainty, prior to the Effective Date, Whitecap will exercise, consistent with the terms of this Agreement, complete control and supervision over the Whitecap Group’s operations.

From the Agreement Date until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 9, except as otherwise expressly permitted or specifically contemplated by this Agreement (including the Plan of Arrangement), or as otherwise required by Applicable Laws or except with the prior written consent of Whitecap (such consent not to be unreasonably withheld, conditioned or delayed):

Nothing in this Agreement is intended to or shall result in Whitecap exercising material influence over the operations of Veren, particularly in relation to operations in which the Parties compete or would compete, but for this Agreement, with each other, prior to the Effective Date. For greater certainty, prior to the Effective Date, Veren will exercise, consistent with the terms of this Agreement, complete control and supervision over the Veren Group’s operations.

Subject to Applicable Laws, from the Agreement Date until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 9, except as otherwise expressly permitted or specifically contemplated by this Agreement (including the Plan of Arrangement), or as otherwise required by Applicable Laws or except with the prior written consent of the Other Party (such consent not to be unreasonably withheld, conditioned or delayed):

such Party shall in good faith discuss with the Other Party any change in circumstances (actual, anticipated, contemplated, or to the knowledge of such Party, threatened) which is of such a nature that there may be a reasonable question as to whether notice need to be given to the Other Party pursuant to this Section 3.3(f);

Whitecap shall perform and shall cause each other member of the Whitecap Group to perform all obligations required to be performed under this Agreement, cooperate with Veren in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing:

Veren shall perform and shall cause each other member of the Veren Group to perform all obligations required to be performed under this Agreement, cooperate with Whitecap in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing:

Notwithstanding anything in this Agreement to the contrary, each of the Parties to this Agreement on behalf of itself, its affiliates and their respective directors, officers, employees, controlling persons, agents or other Representatives, hereby:

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF WHITECAP

Whitecap hereby makes to, and in favour of, Veren the representations and warranties set out in Schedule “D” and acknowledges that Veren is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.

Any investigation by Veren and its advisors shall not mitigate, diminish or affect the representations and warranties of Whitecap pursuant to this Agreement.

Veren agrees and acknowledges that, except as set forth in this Agreement, Whitecap makes no representation or warranty, express or implied, at law or in equity, with respect to Whitecap, its businesses, its past, current or future financial condition or its assets, liabilities or operations, or its past, current or future profitability, performance or cash flows, individually or in the aggregate, and any such other representations or warranties are hereby expressly disclaimed.

The representations and warranties of Whitecap contained in this Agreement shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF VEREN

Veren hereby makes to, and in favour of, Whitecap the representations and warranties set out in Schedule “E” and acknowledges that Whitecap is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.

Any investigation by Whitecap and its advisors shall not mitigate, diminish or affect the representations and warranties of Veren pursuant to this Agreement.

Whitecap agrees and acknowledges that, except as set forth in this Agreement, Veren makes no representation or warranty, express or implied, at law or in equity, with respect to Veren, its businesses, its past, current or future financial condition or its assets, liabilities or operations, or its past, current or future profitability, performance or cash flows, individually or in the aggregate, and any such other representations or warranties are hereby expressly disclaimed.

The representations and warranties of Veren contained in this Agreement shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 6 CONDITIONS PRECEDENT

The respective obligations of the Parties to consummate the transactions contemplated by this Agreement, and in particular to complete the Business Combination, are subject to the satisfaction, on or before the Effective Time, or such other time specified, of the following conditions:

The conditions in this Section 6.1 are for the mutual benefit of the Parties and may be asserted by either Party regardless of the circumstances and may be waived by the mutual written consent of the Parties, in whole or in part, at any time and from time to time without prejudice to any other rights that the Parties may have, including the right of the Parties to rely on any other of such conditions.

The obligation of Whitecap to consummate the transactions contemplated by this Agreement, and in particular to complete the Business Combination, is subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

and Veren shall have provided to Whitecap a certificate of two executive officers certifying such accuracy on the Effective Date; and

The conditions in this Section 6.2 are for the exclusive benefit of Whitecap and may be asserted by Whitecap regardless of the circumstances or may be waived by Whitecap in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Whitecap may have, including the right of Whitecap to rely on any other of such conditions.

The obligation of Veren to consummate the transactions contemplated by this Agreement, and in particular to complete the Business Combination, is subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

and Whitecap shall have provided to Veren a certificate of two executive officers certifying such accuracy on the Effective Date; The conditions in this Section 6.3 are for the exclusive benefit of Veren and may be asserted by Veren regardless of the circumstances or may be waived by Veren in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Veren may have, including the right of Veren to rely on any other of such conditions.

in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of Veren’s representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Whitecap’s representations, warranties and covenants, would not be capable of being satisfied at any time from the Agreement Date until the Effective Date. No such notification shall affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder.

The conditions set out in this Article 6 are conclusively deemed to have been satisfied, waived or released upon the issuance of a Certificate in respect of the Business Combination.

ARTICLE 7 ADDITIONAL AGREEMENTS

except that notwithstanding the provisions of clauses (ii) and (iii) of Section 7.1(a) or this Section 7.1(b), each Party and its Representatives may:

During the five (5) Business Day period commencing on the delivery of such notice (such period, the “Matching Period”), the Receiving Party agrees not to accept, recommend, approve or enter into any agreement to implement such Superior Proposal and not to release the party making the Superior Proposal from any standstill provisions and shall not change, withdraw, withhold, amend, modify or qualify, or propose publicly to change, withdraw, withhold, amend, modify or qualify, the Veren Board Recommendation or the Whitecap Board Recommendation, as applicable. During the Matching Period, the Responding Party shall have the opportunity (but not the obligation) to offer to amend this Agreement and the Business Combination in order for such Acquisition Proposal to cease to be a Superior Proposal. In addition, during the Matching Period, or such longer period as the Receiving Party may approve in writing for such purpose: (i) the board of directors of the Receiving Party shall review any offer made by the Responding Party to amend this Agreement and the Business Combination in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) the Receiving Party shall negotiate in good faith with the Responding Party to make such amendments to the terms of this Agreement and the Business Combination as would enable the Responding Party to proceed with the transactions contemplated by this Agreement on such amended terms. If the board of directors of the Receiving Party determines that such Acquisition Proposal would cease to be a Superior Proposal: (x) the Receiving Party shall promptly so advise the Responding Party, and the Receiving Party and the Responding Party shall amend this Agreement to reflect such offer made by the Responding Party, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing; and (y) the board of directors of the Receiving Party shall not accept, recommend, approve or enter into any agreement to implement such Acquisition Proposal and shall not release the party making the Acquisition Proposal from any standstill provisions and shall not change, withdraw, withhold, amend, modify or qualify, or propose publicly to change, withdraw, withhold, amend, modify or qualify, the Veren Board Recommendation or the Whitecap Board Recommendation, as applicable. The Receiving Party acknowledges that each successive material modification of any Superior Proposal that results in an increase in the consideration (or the value thereof) to be received by the Receiving Party’s shareholders or other material terms or conditions shall constitute a new Superior Proposal for purposes of the requirement under this Section 7.1(d) to initiate a new Matching Period.

If at any time after the execution and delivery of this Agreement and prior to the termination of this Agreement:

(each of the above, if not timely cured, if applicable, or waived by Whitecap, being (upon expiration of the applicable cure period) hereinafter referred to as a “Whitecap Disposition Event”), Veren shall pay to Whitecap $200 million (the “Whitecap Termination Amount”), in consideration for the disposition of Whitecap’s rights under this Agreement, in immediately available funds, to an account designated by Whitecap, as follows:

Veren shall only be obligated to pay one Whitecap Termination Amount pursuant to this Section 7.2.

If at any time after the execution and delivery of this Agreement and prior to the termination of this Agreement:

(each of the above, if not timely cured, if applicable, or waived by Veren, being (upon expiration of the applicable cure period) hereinafter referred to as a “Veren Disposition Event”), Whitecap shall pay to Veren $200 million (the “Veren Termination Amount”), in consideration for the disposition of Veren’s rights under this Agreement, in immediately available funds, to an account designated by Veren, as follows:

Whitecap shall only be obligated to pay one Veren Termination Amount pursuant to this Section 7.3.

Each of Whitecap and Veren acknowledges that the payment of the amounts set out in Section 7.2 or Section 7.3 is a payment in consideration for the disposition of the Other Party’s rights under this Agreement and agrees that such amount represents a genuine pre-estimate of the damages that Whitecap or Veren (as applicable) will suffer or incur as a result of the event giving rise to the disposition of rights under this Agreement and the resultant termination of this Agreement and is not a penalty. Each of Whitecap and Veren irrevocably waives any right it may have to raise as a defence that any such amounts payable by it are excessive or punitive. For greater certainty, Whitecap and Veren agree that receipt of an amount pursuant to Section 7.2 or Section 7.3 is the sole monetary remedy of Whitecap or Veren (as applicable) hereunder in such circumstances, except that this limitation shall not apply in the event of fraud, or wilful or intentional breach of this Agreement, by the Party that has made, or is required to make, a payment pursuant to Section 7.2 or Section 7.3, and, in such circumstances, the non-breaching Party may pursue an action against the breaching Party for damages. Nothing in Section 7.2, Section 7.3 or this Section 7.4 shall, in circumstances where the Whitecap Termination Amount or the Veren Termination Amount, as applicable, is not payable, otherwise preclude Whitecap or Veren, as applicable, from pursuing an action against the Other Party for damages for a breach under this Agreement or from seeking and obtaining injunctive relief to restrain any breach or threatened breach of the covenants or agreements of the Other Party set out in this Agreement or the Confidentiality Agreement or otherwise to obtain specific performance of any of such acts, covenants or agreements, without the necessity of posting bond or security in connection therewith.

Except as expressly set out in this Agreement, each Party covenants and agrees to bear its own fees, costs and expenses in connection with the transactions contemplated by this Agreement and the Business Combination.

As at the Agreement Date, Whitecap and Veren represent and warrant to each other that, except for National Bank Financial Inc. and TD Securities Inc. in the case of Whitecap, and BMO Capital Markets and Scotiabank in the case of Veren, no financial advisor, broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission, or to the reimbursement of any of its expenses, in connection with the Business Combination. Each Party has provided to the Other Party a correct and complete copy of all agreements relating to the arrangements between it and its financial advisors as are in existence at the Agreement Date and agrees: (a) not to amend the terms of any such agreements relating to the payment of fees and expenses or indemnification without the prior written approval of the Other Party; and (b) not to disclose the terms of the agreements between the Other Party and its financial advisors to such Party’s financial advisors.

ARTICLE 8 AMENDMENT

Subject to the Interim Order, the Final Order and Applicable Laws, this Agreement (other than the Plan of Arrangement, which may only be amended in accordance with Article 6 thereof) may, at any time and from time to time before or after the holding of the Veren Meeting and the Whitecap Meeting, but prior to the Effective Time, be amended by written agreement of the Parties without further notice to, or authorization from, their respective shareholders and any such amendment may, without limitation:

on the condition that no such amendment: (i) reduces or modifies or otherwise changes the substance or form of the consideration to be received under the Business Combination by the Veren Shareholders without approval by the Veren Shareholders given in the same manner as required for the approval of the Veren Transaction Resolution; or (ii) increases the maximum number of Whitecap Shares issuable to the Veren Shareholders pursuant to the Business Combination without approval by the Whitecap Shareholders given in the same manner as required for the approval of the Share Issuance Resolution.

ARTICLE 9 TERMINATION

This Agreement may be terminated at any time prior to the Effective Date:

Either Party may: (a) extend the time for the performance of any of the obligations or other acts of the Other Party; (b) waive compliance with any of the Other Party’s agreements or the fulfillment of any conditions to its own obligations contained herein; and (c) waive inaccuracies in any of the Other Party’s representations or warranties contained herein or in any document delivered by the Other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and such waiver shall apply only to the specific matters identified in such instrument. No failure or delay by either Party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise preclude any other or further exercise of any right, power or privilege under this Agreement.

ARTICLE 10 NOTICES

Any notice that is required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be delivered personally (including by courier) or sent by email to the Party to whom it is addressed, as follows:

Whitecap Resources Inc.

3800, 525 – 8th Avenue S.W.
Calgary, Alberta T2P 1G1

Attention: [name and position redacted]

Email: [email address redacted]

with a copy to:

Burnet, Duckworth & Palmer LLP

2400, 525 - 8th Avenue S.W.

Calgary, Alberta, T2P 1G1

Attention: Jeff Oke

Email: jto@bdplaw.com

Veren Inc.

2000, 585 – 8th Avenue S.W.

Calgary, Alberta, T2P 1G1

Attention: [name and position redacted]

Email: [email address redacted]

with a copy to:

Norton Rose Fulbright Canada LLP

3700, 400 - 3rd Avenue S.W.
Calgary, Alberta T2P 4H2

Attention: Justin Ferrara

Email: justin.ferrara@nortonrosefulbright.com

or to such other address as a Party may, from time to time, advise to the Other Party by notice in writing. The date or time of receipt of any such notice shall be deemed to be the date of delivery or the time such email is received.

ARTICLE 11 GENERAL

This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either Party without the prior written consent of the Other Party.

The Parties agree to issue a joint press release with respect to this Agreement as soon as practicable after its due execution. Thereafter each Party shall promptly provide to the Other Party, for review by the Other Party and its counsel, and receive the prior consent, not to be unreasonably withheld, of the Other Party prior to issuing, or permitting any of its directors, officers, employees or agents to issue, any news release or other written statement or other public disclosure document with respect to this Agreement or the Business Combination, and the Other Party agrees to keep such information confidential until it is filed as part of such Party’s public disclosure record on SEDAR+. From the Agreement Date until the earlier of the Effective Date or the date on which this Agreement is terminated in accordance with its terms, each Party further agrees to provide to the Other Party and its counsel, prior to filing or issuance, a copy of any financial statements, management’s discussion and analysis, annual information form, material change report, press release or similar type document proposed to be filed or issued by the Party and to consider and include any reasonable comments from the Other Party and its counsel. Notwithstanding the foregoing, if either Party is required by Applicable Laws, or the rules of any stock exchange on which any of its securities may be listed, to make any disclosure relating to this Agreement or the transactions contemplated by this Agreement, such disclosure may be made, but that Party shall use reasonable commercial efforts to consult with the Other Party as to the nature and wording of such disclosure prior to it being made.

If any one or more of the provisions (or any part thereof) of this Agreement is determined to be invalid, illegal or unenforceable in any respect in any jurisdiction, such provision or provisions (or part or parts thereof) shall be, and shall be conclusively deemed to be, as to such jurisdiction, severable from the balance of this Agreement and:

Upon any determination that any term or other provision in this Agreement is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the fullest extent possible.

Each Party shall from time to time and at all times hereafter at the request of the Other Party, but without further consideration, do and perform all such further acts, matters and things and execute and deliver all such further documents, deeds, assignments, agreements, notices and writings and give such further assurances as shall be reasonably required for the purpose of giving effect to this Agreement.

Time is of the essence in this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein and the Parties irrevocably attorn to the jurisdiction of the courts of the Province of Alberta in respect of all disputes arising under or in relation to this Agreement.

Each Party agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by the Other Party in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, except as provided for in Section 7.4, each Party shall be entitled to an injunction or injunctions and other equitable relief to prevent breaches or threatened breaches of the provisions of this Agreement or the Confidentiality Agreement or to otherwise obtain specific performance of any such provisions, any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief hereby being waived.

This Agreement may be executed in counterparts and by portable document format (PDF) or other electronic means, each of which shall be deemed an original, and all of which together constitute one and the same instrument.

[The Remainder of this Page is Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

Signature Page – Business Combination Agreement

SCHEDULE “A”

PLAN OF ARRANGEMENT

[See attached]

PLAN OF ARRANGEMENT UNDER SECTION 193

OF THE

BUSINESS CORPORATIONS ACT (ALBERTA)

ARTICLE 1 INTERPRETATION

Whenever used in this Plan of Arrangement, unless there is something in the context or subject matter inconsistent therewith, the following defined words and terms have the indicated meanings and grammatical variations of such words and terms have corresponding meanings:

“ABCA” means the Business Corporations Act, RSA 2000, c B-9;

“Agreement Date” means the date of the execution of the Business Combination Agreement;

“Applicable Canadian Securities Laws” means, collectively, the securities acts or similar statutes of each of the provinces and territories of Canada and the respective rules and regulations under such laws, together with applicable published national, multilateral and local policy statements, instruments, notices and blanket orders of the provinces and territories of Canada and all rules, by-laws and regulations governing the TSX;

“Applicable Laws” means, in any context that refers to one or more Persons or its or their respective businesses, activities, properties, assets, undertakings or securities, the Laws that apply to such Person or Persons or its or their respective businesses, activities, properties, assets, undertakings or securities and emanate from a Governmental Authority having jurisdiction over the Person or Persons or its or their respective businesses, activities, properties, assets, undertakings or securities and, for greater certainty, includes Applicable Canadian Securities Laws and Applicable U.S. Securities Laws;

“Applicable U.S. Securities Laws” means federal and state securities legislation of the United States (including the U.S. Securities Act and the U.S. Exchange Act) and all rules, regulations and orders promulgated thereunder, and, with respect to Veren, all rules, by-laws and regulations of the New York Stock Exchange;

“Articles of Arrangement” means the articles of arrangement in respect of the Plan of Arrangement required under section 193(4.1) of the ABCA to be sent to the Registrar after the Final Order has been granted and all other conditions precedent to the Business Combination have been satisfied or waived, to give effect to the Business Combination;

“Business Combination” means the business combination of Whitecap and Veren to be completed by way of an arrangement of Veren pursuant to section 193 of the ABCA on the terms and conditions set forth in this Plan of Arrangement, as may be supplemented, modified, amended, or amended and restated from time to time;

“Business Combination Agreement” means the business combination agreement dated March 9, 2025 between Whitecap and Veren with respect to the Business Combination (including the Schedules thereto), as supplemented, modified or amended;

“Business Day” means, with respect to any action to be taken, any day other than a Saturday, Sunday or a statutory holiday in the Province of Alberta;

“Certificate” means the proof of filing issued by the Registrar pursuant to section 193(11) of the ABCA giving effect to the Plan of Arrangement; “Depositary” means [Name of Depositary to be inserted prior to filing of the Articles of Arrangement];

“Circular” means the joint management information circular of Veren and Whitecap to be sent by Veren to the Veren Shareholders (and any other Persons required by the Interim Order) in connection with the Veren Meeting and to be sent by Whitecap to the Whitecap Shareholders (and any other Persons required by the ABCA) in connection with the Whitecap Meeting, together with any amendments thereto or supplements thereof;

“Court” means the Court of King’s Bench of Alberta;

“Dissent Rights” means the rights of dissent granted in favour of registered Veren Shareholders in accordance with Article 4 of this Plan of Arrangement;

“Dissenting Shareholder” means any registered Veren Shareholder who has duly and validly exercised its Dissent Rights with respect to the Veren Transaction Resolution pursuant to Article 4 and the Interim Order, and has not withdrawn or been deemed to have been withdrawn such exercise of Dissent Rights;

“Effective Date” means the date the Business Combination becomes effective in accordance with the ABCA;

“Effective Time” means the time on the Effective Date at which the Articles of Arrangement are filed in accordance with section 193(4.1) of the ABCA;

“Encumbrance” means, any mortgage, pledge, assignment, charge, lien, security interest, adverse interest in property, other third party interest or encumbrance of any kind whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Exchange Ratio” means the exchange ratio of 1.05 Whitecap Shares for each Veren Share;

“Final Order” means the order of the Court approving the Business Combination pursuant to section 193(4) of the ABCA, as such order may be affirmed, amended or modified by any court of competent jurisdiction prior to the Effective Time;

“Governmental Authority” means any: (i) domestic or foreign federal, territorial, provincial, state, regional, municipal or local governmental, regulatory or administrative authority, department, court, commission, board or tribunal, arbitral body, bureau, ministry, agency or instrumentality or official, including any political subdivision thereof; (ii) quasi-governmental or private body exercising regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iii) any stock exchange;

“Interim Order” means the interim order of the Court concerning the Business Combination under section 193(4) of the ABCA, containing declarations and directions with respect to the Business Combination and the holding of the Veren Meeting, as such order may be affirmed, amended or modified by any court of competent jurisdiction prior to the Effective Time;

“Laws” means all laws (including, for greater certainty, common law), statutes, regulations, bylaws, statutory rules, orders, ordinances, protocols, codes, guidelines, notices and directions enacted by a Governmental Authority (including all Applicable Canadian Securities Laws and all Applicable U.S. Securities Laws) and the terms and conditions of any grant of approval, permission, judgment, decision, ruling, award, authority or license of any Governmental Authority or self-regulatory authority;

“Letter of Transmittal” means the letter of transmittal to be sent to Veren Shareholders for use in connection with the Business Combination, in the form accompanying the Circular;

“Market Price” means the volume weighted average trading price of the Veren Shares on the TSX for the five trading days immediately preceding the Effective Date;

“Non-Continuing Veren PSU Holder” means each holder of Veren PSUs that is (a) a Non-Continuing Veren Individual (which for certainty shall include all officers of Veren) that resigns in accordance with Section 2.9(a) of the Business Combination Agreement or that is terminated by reason of death, Retirement (as defined in the Veren PSU Plan) or Disability (as defined in the Veren PSU Plan) prior to the Effective Date, or (b) a current or former Veren Employee (other than a Non-Continuing Veren Individual) that resigns for Good Reason (as defined in the Veren PSU Plan) as a result of the Business Combination or that is terminated (including by reason of death, Retirement (as defined in the Veren PSU Plan) or Disability (as defined in the Veren PSU Plan)) other than for Cause (as defined in the Veren PSU Plan), in either case, on or prior to the Effective Date; “Non-Continuing Veren Individual” means (a) a director of Veren, (b) an officer of Veren or (c) an executive of Veren who is not an officer of Veren identified by Whitecap in writing at least ten (10) Business Days prior to the Effective Date as one who will not continue their employment with Veren, Whitecap or an affiliate of either Veren or Whitecap following the Effective Date;

“Non-Continuing Veren PSUs” means, in respect of each Non-Continuing Veren PSU Holder, (a) the number of Veren PSUs held, immediately prior to the Effective Time, by such Non-Continuing Veren PSU Holder, plus (b) if there are Unpaid Dividends, such number of Veren PSUs (which may include a fractional Veren PSU) equal to (i) the number of Veren PSUs held by such Non-Continuing Veren PSU Holder immediately prior to the Effective Time, multiplied by (ii) an amount equal to the Unpaid Dividends per Veren Share, divided by (iii) the Market Price;

“Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status;

“Plan of Arrangement” means this plan of arrangement, as supplemented, modified or amended from time to time in accordance with the terms of the Business Combination Agreement and the terms hereof or at the direction of the Court in the Final Order;

“Registrar” means the Registrar of Corporations or a Deputy Registrar of Corporations appointed under section 263 of the ABCA;

“Share Issuance Resolution” means the ordinary resolution to be considered by the Whitecap Shareholders at the Whitecap Meeting, substantially in the form included in the Business Combination Agreement as Schedule “C” attached thereto;

“Tax Act” means the Income Tax Act, RSC 1985, c 1 (5th Supp);

“TSX” means the Toronto Stock Exchange;

“Unpaid Dividend” means any dividend declared by the board of directors of Veren that has a record date that is prior to the Effective Date and a payment date that is subsequent to the Effective Date;

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

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“Veren” means Veren Inc., a corporation existing under the ABCA;

“Veren Employee” means an individual employed by Veren or a Veren Subsidiary on a full-time, part-time or temporary basis, and for greater certainty includes an officer of Veren;

“Veren ITM Options” means those unexercised Veren Options with an exercise price less than the Market Price;

“Veren Meeting” means the special meeting of Veren Shareholders to be called and held in accordance with the Business Combination Agreement and the Interim Order to permit the Veren Shareholders to consider the Veren Transaction Resolution and related matters, and any adjournment(s) or postponement(s) thereof; “Veren Option Plan” means the stock option plan of Veren dated effective as of January 3, 2018, as amended in accordance with its terms from time to time

“Veren Optionholders” means holders of Veren Options;

“Veren Options” means the options to purchase Veren Shares, whether vested or unvested, granted pursuant to the Veren Option Plan;

“Veren OTM Options” means those unexercised Veren Options with an exercise price equal to or greater than the Market Price;

“Veren PSU Plan” means the performance share unit plan of Veren dated effective April 26, 2017, as amended July 26, 2017, December 31, 2017 and July 25, 2023;

“Veren PSUs” means the performance share units granted pursuant to the Veren PSU Plan, whether vested or unvested, and includes any fractional performance share unit;

“Veren Shareholders” means the holders of Veren Shares;

“Veren Shares” means the common shares of Veren;

“Veren Subsidiaries” means Veren Partnership, Veren Holdings Ltd., Veren U.S. Corp., Veren Rockies Corp., Veren LNG Corp., Inception General Partner Inc. and Hammerhead Energy Inc.;

“Veren Transaction Resolution” means the special resolution in respect of the Business Combination to be considered and voted on by the Veren Shareholders at the Veren Meeting, substantially in the form included in the Business Combination Agreement as Schedule “B” attached thereto, including any amendments or variations made thereto in accordance with the Business Combination Agreement or at the direction of the Court in the Interim Order;

“Whitecap” means Whitecap Resources Inc., a corporation existing under the ABCA;

“Whitecap Meeting” means the special meeting of Whitecap Shareholders to be called to permit the Whitecap Shareholders to consider the Share Issuance Resolution and related matters, and any adjournment(s) or postponement(s) thereof;

“Whitecap Shareholders” means the holders of Whitecap Shares;

“Whitecap Shares” means the common shares of Whitecap; and

“Withholding Taxes” has the meaning ascribed thereto under Section 5.4 this Plan of Arrangement.

The division of this Plan of Arrangement into articles and sections is for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof”, “herein”, “hereto” and “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

Words importing the singular number include the plural and vice versa, and words importing the use of any gender include all genders. Where the word “including” or “includes” is used in this Plan of Arrangement, it means “including (or includes) without limitation”.

If any date on which any action is required to be taken hereunder is not a Business Day, such action shall be taken on the next succeeding day that is a Business Day.

Unless otherwise indicated, all sums of money referred to in this Plan of Arrangement are expressed in lawful money of Canada.

References in this Plan of Arrangement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

ARTICLE 2 THE BUSINESS COMBINATION AGREEMENT

This Plan of Arrangement is made pursuant to the Business Combination Agreement. If there is any inconsistency or conflict between the provisions of this Plan of Arrangement and the provisions of the Business Combination Agreement, the provisions of this Plan of Arrangement shall govern.

This Plan of Arrangement and the Business Combination, upon the filing of the Articles of Arrangement and the issuance of the Certificate, shall become effective at, and be binding as and from, the Effective Time, on: (a) Veren; (b) Whitecap; (c) all registered and beneficial holders of Veren Shares, including Dissenting Shareholders; (d) all Veren Optionholders; (e) all Non-Continuing Veren PSU Holders; (f) the Depositary; and (g) all other Persons, without any further act or formality required on the part of any Person except as expressly provided herein.

The Articles of Arrangement shall be filed with the Registrar with the purpose and intent that none of the provisions of this Plan of Arrangement shall become effective unless all of the provisions of this Plan of Arrangement shall have become effective in the sequence provided herein. The Certificate shall be conclusive evidence that the Business Combination has become effective and that each of the steps, events or transactions set out in Section 3.1 have become effective in the sequence and at the times set out therein.

ARTICLE 3 PLAN OF ARRANGEMENT

Commencing at the Effective Time, each of the steps, events or transactions set out in this Section 3.1 shall, except for steps, events or transactions deemed to occur concurrently with other steps, events or transactions as set out below, occur and shall be deemed to occur consecutively in two minute intervals in the following order (or in such other manner, order or times as the parties to the Business Combination Agreement may agree in writing) without any further act or formality, except as otherwise provided herein:

Dissenting Shareholders

Settlement of Veren Options

Settlement of Non-Continuing Veren PSUs

Acquisition of Veren Shares by Whitecap

No fractional Whitecap Shares shall be issued under the Business Combination. In the event that a former Veren Shareholder would otherwise be entitled to a fractional Whitecap Share hereunder, the number of Whitecap Shares issuable to such Veren Shareholder will be rounded up to the next whole number of Whitecap Shares if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next whole number of Whitecap Shares if the fractional entitlement is less than 0.5. In calculating fractional interests, all Veren Shares registered in the name of or beneficially held by such Veren Shareholder or its nominee(s), shall be aggregated.

Notwithstanding anything contained herein, if the aggregate cash amount which a Veren Optionholder or Non-Continuing Veren PSU Holder is entitled to receive pursuant to this Plan of Arrangement would otherwise include a fraction of $0.01, then the aggregate cash amount to which such Veren Optionholder or Non-Continuing Veren PSU Holder is entitled to receive shall be rounded down to the nearest whole $0.01

The number of Whitecap Shares to which a Veren Shareholder is entitled to pursuant to the Plan of Arrangement shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Whitecap Shares or Veren Shares, other than stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Whitecap Shares or Veren Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Whitecap Shares per Veren Share as is required to reflect such adjustment.

Notwithstanding any provision herein to the contrary, Veren and Whitecap agree that this Plan of Arrangement will be carried out with the intention that all the Persons to whom the Whitecap Shares are issued on completion of this Plan of Arrangement will be issued by Whitecap in reliance on the exemption from the registration requirements of the U.S. Securities Act, as provided by section 3(a)(10) thereof and pursuant to exemptions from registration under any applicable state securities laws.

ARTICLE 4 RIGHTS OF DISSENT

Registered Veren Shareholders may exercise Dissent Rights with respect to the Veren Shares held by such holders in connection with the Business Combination pursuant to and in the manner set forth in section 191 of the ABCA, as modified by the Interim Order and this Section 4.1; provided that notwithstanding section 191(5) of the ABCA, the written notice setting forth a registered Veren Shareholder’s objection to the Veren Transaction Resolution must be received in accordance with the Interim Order by no later than 5:00 p.m. (Calgary time) on the Business Day which is five Business Days immediately preceding the date of the Veren Meeting. Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the Veren Shares held by them and in respect of which Dissent Rights have been validly exercised to Veren (free and clear of all Encumbrances) without any further act or formality at the effective time of Section 3.1(a) notwithstanding the provisions of section 191 of the ABCA, and if they:

ARTICLE 5 CERTIFICATES AND DELIVERY OF CONSIDERATION

If any certificate which immediately prior to the Effective Time represented an interest in one or more outstanding Veren Shares that were transferred pursuant to Section 3.1 has been lost, stolen or destroyed, upon satisfying such reasonable requirements as may be imposed by Whitecap and the Depositary in relation to the issuance of replacement share certificates, the Depositary will issue and deliver in exchange for such lost, stolen or destroyed certificate the consideration to which the holder is entitled pursuant to the Business Combination (and any dividends or distributions with respect thereto) as determined in accordance with the Business Combination, deliverable in accordance with such holder’s Letter of Transmittal. The Person who is entitled to receive such consideration shall, as a condition precedent to the receipt thereof, give a bond satisfactory to each of Whitecap, Veren and their respective transfer agents in such form as is satisfactory to Whitecap, Veren and their respective transfer agents, or shall otherwise indemnify Whitecap, Veren and their respective transfer agents, to the reasonable satisfaction of such parties, against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

No dividend or other distribution declared or made after the Effective Time with respect to Whitecap Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate which, immediately prior to the Effective Time, represented outstanding Veren Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2. Subject to Applicable Law and to Section 5.4, at the time of such compliance, a Veren Shareholder entitled to receive Whitecap Shares shall receive, in addition to the delivery of a certificate representing the Whitecap Shares a cheque for the amount of the dividend or other distribution with a record date after the Effective Time, without interest, theretofore paid with respect to such Whitecap Shares.

Veren, Whitecap and the Depositary shall be entitled to deduct or withhold from any amounts payable (including from any shares issuable) to any Person (including in connection with any amount payable pursuant to any Veren Option or Non-Continuing Veren PSU), pursuant to the Business Combination, such amounts (whether in cash or Whitecap Shares) as Veren, Whitecap or the Depositary reasonably determines it is required to deduct or withhold with respect to such payment, issuance or transfer, as the case may be, under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign tax law (“Withholding Taxes”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated, for all purposes hereof, as having been paid or delivered to such Person in respect of whom such deduction or withholding was made, provided that such deducted or withheld amounts (or net proceeds therefrom) are timely remitted to the appropriate Governmental Authority. Any of Veren, Whitecap or the Depositary is hereby authorized to sell or otherwise dispose of any shares issuable pursuant to the Business Combination as is necessary to provide sufficient funds to Veren, Whitecap or the Depositary, as the case may be, to enable it to comply with all deduction or withholding requirements applicable to it, and none of Veren, Whitecap or the Depositary shall be liable to any Person for any deficiency in respect of any proceeds received, and Veren, Whitecap or the Depositary, as applicable, shall notify the holder thereof and remit to the holder thereof any unapplied balance of the net proceeds of such sale.

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Encumbrances or other claims of third parties of any kind.

From and after the Effective Time:

Notwithstanding the foregoing, if it appears to Whitecap that it would be contrary to Applicable Law to issue Whitecap Shares pursuant to the Business Combination to a Veren Shareholder that is not a resident of Canada, the Whitecap Shares that otherwise would be issued to that Person will be issued to the Depositary for sale by the Depositary or a nominee of the Depositary acceptable to Veren and Whitecap, each acting reasonably, on behalf of that Person. The Whitecap Shares so issued to the Depositary will be pooled and sold as soon as practicable after the Effective Date, on such dates and at such prices as the Depositary determines in its sole discretion. The Depositary or its nominee shall not be obligated to seek or obtain a minimum price for any of the Whitecap Shares sold by it. Each such Person will receive a pro rata share of the cash proceeds from the sale of the Whitecap Shares sold by the Depositary (less commissions, other reasonable expenses incurred in connection with the sale of the Whitecap Shares and any amount deducted or withheld in respect of Withholding Taxes) in lieu of the Whitecap Shares themselves. None of Veren, Whitecap or the Depositary will be liable for any loss arising out of any such sales.

ARTICLE 6 AMENDMENTS

SCHEDULE “B”

FORM OF VEREN TRANSACTION RESOLUTION

[See attached]

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

SCHEDULE “C”

FORM OF SHARE ISSUANCE RESOLUTION

[See attached]

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

SCHEDULE “D”

REPRESENTATIONS AND WARRANTIES OF WHITECAP

[See attached]

REPRESENTATIONS AND WARRANTIES OF WHITECAP

which would reasonably be expected to have a Material Adverse Effect on Whitecap.

leases and other title and operating documents or any other agreements and instruments pertaining to its assets to which it is a party or by or to which it or such assets are bound or subject and, to the knowledge of Whitecap, all such leases, title and operating documents and other agreements and instruments are in good standing and in full force and effect and none of the counterparties to such leases, title and operating documents and other agreements and instruments is in default thereunder, except in each case to the extent that such defaults would not, individually or in the aggregate, have a Material Adverse Effect on Whitecap.

SCHEDULE “E”

REPRESENTATIONS AND WARRANTIES OF VEREN

[See attached]

REPRESENTATIONS AND WARRANTIES OF VEREN

which would reasonably be expected to have a Material Adverse Effect on Veren.

leases and other title and operating documents or any other agreements and instruments pertaining to its assets to which it is a party or by or to which it or such assets are bound or subject and, to the knowledge of Veren, all such leases, title and operating documents and other agreements and instruments are in good standing and in full force and effect and none of the counterparties to such leases, title and operating documents and other agreements and instruments is in default thereunder, except in each case to the extent that such defaults would not, individually or in the aggregate, have a Material Adverse Effect on Veren.