Exchange Bulletin

D2L Inc. (DTOL) To Trade On Toronto Stock Exchange

November 1, 2021
Issuer: D2L Inc. (the "Company")
Security: Subordinate voting shares (the "Subordinate Voting Shares")
Symbol: DTOL
Issue price per security: $17.00
Number of securities issued and outstanding: 25,492,647
Number of securities reserved for issuance: 41,658,277
Listing category: Industrial, Non-Exempt
Trading currency: CDN$
Transaction: Initial public offering of Subordinate Voting Shares (the "Offering")
Listing date: November 2, 2021 (as at 5:01 p.m.) in anticipation of closing of the Offering
Anticipated closing date: November 3, 2021 (prior to the opening)
Posted for trading date: November 3, 2021 (at the opening) subject to confirmation of closing of the Offering
Other market(s): None
Temporary market maker: W.D. Latimer Co. Ltd.
Security ownership registration: Non-certificated inventory system
Investor relations: Craig Armitage
LodeRock Advisors Inc.
(416) 778-0009
Incorporation: Canada Business Corporations Act
Fiscal year end: January 31
Nature of business: The core of the Company's business is D2L Brightspace, a scalable and flexible cloud-based software platform designed to help customers deliver courses in person and online. D2L Brightspace serves as the central foundation for the design and delivery of modern, mobile-optimized and accessible learning experiences (e.g. courses, learning based games, assessments, etc.).
Transfer agent and registrar: Computershare Investor Services Inc., at its principal office in Toronto.
Dividends: The Company does not currently anticipate paying dividends on the Subordinate Voting Shares in the foreseeable future.
Sponsorship: Waived
Offering document: Final prospectus dated October 27, 2021, which is available at Capitalized terms not otherwise defined herein are as defined in the offering document.
Initial public offering: The Offering consists of an initial public offering of 5,489,757 Subordinate Voting Shares issued from treasury by the Company and a secondary offering (the "Secondary Offering") of 3,335,243 Subordinate Voting Shares by the Desire2Learn Employee Stock Trust. The Company will not receive any additional proceeds from the Secondary Offering.
In addition, the underwriters have been granted an over-allotment option to purchase up to an additional 1,323,750 Subordinate Voting Shares from treasury at the Offering Price.
Additional Information: TSX Bulletin 2021-1004 dated October 26, 2021 is withdrawn and is superseded by today's bulletin. For greater certainty, the TSX will not post an "if, as and when issued" market for the Subordinate Voting Shares.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange