D2L Announces Filing of Final Prospectus and Pricing for $150 Million Initial Public Offering

Not for distribution to U.S. news wire services or dissemination in the United States.

Toronto, Oct. 28, 2021 (GLOBE NEWSWIRE) -- D2L Inc. (“D2L” or the “Company”) today announced that it is filing a final long-form prospectus with the securities regulatory authorities in each of the provinces and territories of Canada and has entered into an underwriting agreement in respect of its previously announced proposed initial public offering of subordinate voting shares (the “Offering”).

The Offering consists of a treasury offering of 5,489,757 subordinate voting shares by D2L and a secondary offering of 3,335,243 subordinate voting shares by Desire2Learn Employee Stock Trust as a selling shareholder, in each case at a price of $17.00 per subordinate voting share, for total gross proceeds of $150,025,000 ($93,325,869 to D2L and $56,699,131 to the Desire2Learn Employee Stock Trust).

TD Securities Inc. and BMO Capital Markets are acting as co-lead underwriters and joint bookrunners for the Offering, together with Canaccord Genuity Corp., Raymond James Ltd., RBC Capital Markets, National Bank Financial Inc. and Eight Capital, as underwriters (collectively, the “Underwriters”).

The Underwriters have also been granted an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 1,323,750 subordinate voting shares from D2L at a price of $17.00 per share for additional gross proceeds to D2L of $22,503,750 if the Over-Allotment Option is exercised in full. The Over-Allotment Option can be exercised, in whole or in part, at any time for a period of 30 days from the closing date.

A final prospectus dated October 27, 2021 (the “final prospectus”) containing important information relating to the securities described in this press release is being filed with the securities regulatory authorities in each of the provinces and territories of Canada. Copies of the final prospectus may be obtained by contacting TD Securities Inc., Attention: Symcor, NPM, 1625 Tech Avenue, Mississauga, Ontario, L4W 5P5 by telephone at (289) 360-2009 or by email at sdcconfirms@td.com, or by contacting BMO Capital Markets, Attention: Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, or by telephone at 1-905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in any jurisdiction in which the offering or sale is not permitted.

D2L is transforming the way the world learns – helping learners of all ages achieve more than they dreamed possible. Working closely with clients all over the world, D2L is supporting millions of people learning online and in person. Our more than 1,000 global employees are dedicated to making the best learning products to leave the world better than where they found it. Learn more about D2L for K-12, higher education and businesses at www.D2L.com.

Forward-Looking Statements
This news release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Company's current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and the factors discussed under "Risk Factors" in D2L’s final long-form prospectus to be filed under D2L’s profile on SEDAR at www.sedar.com. Actual results could differ materially from those projected herein. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this news release is provided as of the date of this news release and D2L does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.

Craig Armitage