s.11.1 – Lexata

Voyager Digital Ltd.

Applicable Legislative Provisions:

National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, ss. 5.2, 5.4 and 6.1.
National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, ss. 4.1, 4.5 and 11.1.
National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.
National Instrument 41-101 General Prospectus Requirements, s. 19.1.
Ontario Securities Commission Rule 56-501 Restricted Shares, s. 4.2.

Applicable Legislative Provisions:

National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, ss. 5.2, 5.4 and 6.1.
National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, ss. 4.1, 4.5 and 11.1.
National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.
National Instrument 41-101 General Prospectus Requirements, s. 19.1.
Ontario Securities Commission Rule 56-501 Restricted Shares, s. 4.2.

Lexata summary:

The company has a multi-class share structure for its non-multiple voting shares. This structure helps the company qualify as a “foreign private issuer” under U.S. securities laws.
The classes of non-multiple voting shares have the same trading symbol and identical economic attributes. The classes also convert into each other automatically based on the shareholder’s jurisdiction.
The exemption order permits the classes to be treated as a single class for purposes of various calculations and thresholds under Canada’s takeover bid rules, early warning rules and related exemptions.

Applicable Legislative Provisions

National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, s. 8.1.
National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.
National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1.
National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1.
National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1.
National Instrument 62-103 The Early Warning System and Related Take-Over Big and Insider Reporting Issues, s. 11.1.

Citation: Re Ultra Petroleum Corp., 2020 ABASC 3

Applicable Legislative Provisions:

National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, s. 8.1.
National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.
National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1.
National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1.
National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1.
National Instrument 62-103 The Early Warning System and Related Take-Over Big and Insider Reporting Issues, s. 11.1.

Applicable Legislative Provisions:

National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, ss. 5.2, 5.4 and 6.1.
National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, ss. 4.1, 4.5, 11.1.
National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.

Applicable Legislative Provisions:

National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, ss. 5.2, 5.4 and 6.1.
National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, ss. 4.1, 4.5 and 11.1.
National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.

Applicable Legislative Provisions:

National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, ss. 5.2, 5.4, 6.1.
National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, ss. 4.1, 4.5, 11.1.
National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.

Applicable Legislative Provisions:

National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, ss. 5.2, 5.4, 6.1.
National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, ss. 4.1, 4.5, 11.1.
National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.