D2L Inc. Announces Completion of Substantial Issuer Bid

TORONTO, July 24, 2026 /CNW/ -- D2L Inc. (TSX: DTOL) ("D2L" or the "Company"), a global learning technology company, today announced that it has taken up and paid for 1,904,761 Subordinate Voting Shares ("SV Shares") at a price of C$10.50 per SV Share (the "Purchase Price") under D2L's substantial issuer bid (the "SIB") to repurchase for cancellation SV Shares for an aggregate purchase price not to exceed C$20.0 million.

The SV Shares purchased under the SIB represent an aggregate purchase price of approximately C$20.0 million and approximately 7.0% of the total number of D2L's issued and outstanding SV Shares (on a non-diluted basis) immediately prior to completion of the SIB. Following completion of the SIB, D2L has approximately 25.1 million SV Shares issued and outstanding. The purchased SV Shares have been cancelled.

Based on the final calculation by Computershare Investor Services Inc., acting as depositary for the SIB (the "Depositary"), a total of 4,613,209 SV Shares were validly tendered and not withdrawn. None of D2L's directors or executive officers participated in the SIB.

Since the SIB was oversubscribed, shareholders who made auction tenders at or below the Purchase Price and shareholders who made, or were deemed to have made, purchase price tenders had approximately 48.7% of their successfully tendered SV Shares purchased by D2L (other than odd lot tenders, which were not subject to proration). Shareholders who made valid proportionate tenders had such number of SV Shares purchased by D2L as permitted them to maintain their proportionate ownership interest in D2L following completion of the SIB, subject to rounding to avoid the purchase of fractional shares.

Payment and settlement of the purchased SV Shares will be effected by the Depositary in accordance with the terms of the SIB and applicable law. Any SV Shares not purchased, including SV Shares invalidly tendered, will be returned promptly by the Depositary.

To assist shareholders in determining the tax consequences of the SIB, D2L estimates that for purposes of the Income Tax Act (Canada), the paid-up capital per SV Share is approximately C$5.25. Given that the Purchase Price exceeds the paid-up capital per SV Share, shareholders who have sold SV Shares to D2L under the SIB will be deemed to have received a taxable dividend for Canadian federal income tax purposes equal to the amount by which the Purchase Price exceeds the paid-up capital per SV Share. The dividend deemed to have been paid by D2L to shareholders resident in Canada is designated as an "eligible dividend" for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.

The "specified amount" for purposes of subsection 191(4) of the Income Tax Act (Canada) is C$9.86, being the closing trading price of the SV Shares on the Toronto Stock Exchange on July 17, 2026. Shareholders should consult their own tax advisors regarding the income tax consequences of participating in the SIB.

Following the completion of the SIB, D2L expects to resume purchases of SV Shares shortly pursuant to the normal course issuer bid ("NCIB"), and intends to continue purchasing SV Shares thereunder until the expiry of the 2026 NCIB on December 11, 2026 or such earlier date on which D2L has purchased the maximum number of SV Shares permitted under the NCIB.

The full details of the SIB are described in the offer to purchase, issuer bid circular, letter of transmittal and notice of guaranteed delivery dated June 12, 2026, copies of which are available under D2L's profile on SEDAR+.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell SV Shares.

Forward-Looking Information

Certain information in this press release may constitute "forward-looking information" within the meaning of applicable securities legislation. All information contained in this press release, other than statements of current and historical fact, is forward-looking information, including statements regarding the Company's intentions and expectations with respect to the SIB, the terms and conditions of the SIB, the receipt of necessary exemptive relief under securities laws, the expected expiry date of the SIB, SV Shares to be bought back under the SIB, the actual number of SV Shares to be taken up and paid for in connection with the SIB, the clearing price, the proration factor, the aggregate purchase price, and other statements that are not historical facts (collectively, "forward-looking information").

Forward-looking information is based on certain assumptions, expectations and projections, and analyses made by the Company in light of management's experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, including the following: the Company's ability to win business from new customers and expand business from existing customers; the timing of new customer wins and expansion decisions by existing customers; the Company's ability to generate revenue and expand its business while controlling costs and expenses; the Company's ability to manage growth effectively; the Company's assumptions regarding the principal competitive factors in our markets; the Company's ability to hire and retain personnel effectively; the effects of foreign currency exchange rate fluctuations on our operations; the ability to seek out, enter into and successfully integrate acquisitions; business and industry trends, including the success of current and future product development initiatives; positive social development and attitudes toward the pursuit of higher education; the Company's ability to maintain positive relationships with its customer base and strategic partners; the Company's ability to adapt and develop solutions that keep pace with continuing changes in technology, education and customer needs, including demand for AI; the Company's ability to predict future learning trends and technology; the ability to patent new technologies and protect intellectual property rights; the Company's ability to comply with security, cybersecurity and accessibility laws, regulations and standards; the assumptions underlying the judgments and estimates impacting on financial statements; certain accounting matters, including the impact of changes in or the adoption of new accounting standards; the Company's ability to retain key personnel; the factors and assumptions discussed under the "Financial Outlook" section of the Annual MD&A; and that the list of factors referenced in the following paragraph, collectively, do not have a material impact on the Company.

Although the Company believes that the assumptions underlying such forward-looking information were reasonable when made, they are inherently uncertain and are subject to significant risks and uncertainties and may prove to be incorrect. The Company cautions investors that forward-looking information is not a guarantee of the future and that actual results may differ materially from those made in or suggested by the forward-looking information contained in this press release. Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties and other factors, including but not limited to the risks identified in our Annual MD&A, including "Summary of Factors Affecting Our Performance" or in the "Risk Factors" section of the Company's most recently filed annual information form, in each case filed under the Company's profile on SEDAR+ at www.sedarplus.com. If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking information prove incorrect, actual results might vary materially from those anticipated in the forward-looking information.

Given these risks and uncertainties, investors are cautioned not to place undue reliance on forward-looking information, including any financial outlook. Any forward-looking information that is contained in this press release speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking information or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

About D2L Inc. (TSX: DTOL)

D2L is transforming the way the world learns, helping learners achieve more than they dreamed possible. Working closely with customers all over the world, D2L is on a mission to make learning more inspiring, engaging and human. Find out how D2L helps transform lives and delivers outstanding learning outcomes in higher education, corporate and K-12 at www.D2L.com.

SOURCE D2L Inc.

For further information, please contact: Craig Armitage, Investor Relations, [email protected], [phone]