Denbury Inc.

Order

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

Citation: Re Denbury Inc., 2023 ABASC 162

December 11, 2023

IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ALBERTA AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS

AND
IN THE MATTER OF
DENBURY INC.
(the Filer)

ORDER

Background

The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker and together, the Decision Makers) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador; and

(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions, NI 51-102 Continuous Disclosure Obligations or MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. The Filer's head office is located in Plano, Texas. The Filer identifies the Alberta Securities Commission as its principal regulator because it has the most significant connection to Alberta, as a result of its legal counsel being located in Alberta.

2. The Filer is a reporting issuer in all of the provinces of Canada. The Filer historically relied on National Instrument 71-102 Continuous Disclosure and other Exemptions relating to Foreign Issuers.

3. On November 2, 2023, pursuant to a merger agreement and a plan of merger, ExxonMobil Corporation (ExxonMobil) acquired (the Acquisition) all of the issued and outstanding common shares of the Filer (the Denbury Shares) and the Filer became a wholly-owned subsidiary of ExxonMobil.

4. The Denbury Shares were delisted from the New York Stock Exchange prior to the opening of the market on November 2, 2023.

5. The Filer is not an "OTC reporting issuer" under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.

6. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.

7. No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

8. The Filer is not in default of securities legislation in any jurisdiction, except as follows:

(a) in respect of its filings for the interim period ended September 30, 2023, filing such documents approximately seven days late;

(b) in respect of its materials related to its October 31, 2023 meeting of its security holders to consider, among other things, the Acquisition, certain non-substantive defects as to the form of such materials, and filing them approximately 62 days late;

(c) in respect of the notice of termination of registration filed with the SEC, filing such document approximately eight days late.

Order

Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

"Timothy Robson"
Manager, Legal, Corporate Finance
Alberta Securities Commission

OSC File #: 2023/0540