Chord Energy Corporation

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief from requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities -- filer to remain a U.S. issuer under MJDS and a SEC foreign issuer -- filer to continue to prepare oil and gas disclosure in compliance with U.S. rules.

Applicable Legislative Provisions

National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, s. 8.1

Citation: Re Chord Energy Corporation, 2024 ABASC 125

July 16, 2024

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

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
CHORD ENERGY CORPORATION
(the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application from the Filer for a decision (the Exemption Sought) under the securities legislation of the Jurisdictions (the Legislation) that, subject to the conditions set forth herein, the Filer be exempted from the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101) (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut; and

(c) this decision is the decision 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, MI 11-102, National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101) and National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102) have the same meanings if used in this decision, unless otherwise defined herein.

Representations

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

1. The Filer is a corporation governed by the laws of the State of Delaware, with its head office in Houston, Texas.

2. The Filer is a reporting issuer in each of the provinces and territories of Canada (collectively, the Reporting Jurisdictions), and is not in default of securities legislation in any jurisdiction of Canada. The Filer became a reporting issuer in the Reporting Jurisdictions on May 31, 2024, upon completion of a plan of arrangement under Section 193 of the Business Corporations Act (Alberta) pursuant to which the Filer acquired all of the issued and outstanding shares of Enerplus Corporation (Enerplus).

3. The Filer's authorized capital stock consists of 240,000,000 shares of common stock (Common Shares), par value US$0.01 per share, and 5,000,000 shares of preferred stock (Preferred Shares), par value US$0.01 per share. As of June 12, 2024, there were 66,477,862 Common Shares issued and outstanding and no Preferred Shares were outstanding.

4. The Common Shares are listed on the NASDAQ under the symbol "CHRD".

5. The Filer has senior unsecured notes issued and outstanding in the amount of US$400 million (Notes). Based on information obtained by the Filer from Broadridge Financial Solutions Inc. (Broadridge), which conducted geographical surveys of beneficial holders of the Notes as at June 12, 2024 covering the issued and outstanding Notes, Canadian beneficial noteholders held none of the Notes.

6. Based on the Filer's list of registered shareholders provided by its registrar and transfer agent, as of June 12, 2024, registered holders of Common Shares located in Canada held an aggregate of 59,811 Common Shares, which equates to 0.09 percent of the Filer's issued and outstanding Common Shares.

7. Based on information obtained by the Filer from Broadridge, which conducted geographical surveys of beneficial holders of the Common Shares as at June 12, 2024 covering the issued and outstanding Common Shares, Canadian beneficial shareholder accounts held approximately 3,098,668 Common Shares, which equates to 4.66 percent of the total outstanding Common Shares.

8. The Common Shares are registered under the 1934 Act. The Filer is subject to and is in compliance with all requirements applicable to it imposed by the SEC, the 1933 Act, the 1934 Act, the United States Sarbanes-Oxley Act of 2002 and the rules of the NASDAQ (collectively, the U.S. Rules).

9. The Filer prepares disclosure with respect to its oil and natural gas activities (the Oil and Gas Disclosure) in accordance with the U.S. Rules.

10. The Filer is a "U.S. issuer" under NI 71-101 and qualifies as an "SEC foreign issuer" under NI 71-102 and, as such, relies on and complies with the exemptions from Canadian continuous disclosure requirements afforded to SEC foreign issuers under Part 4 of NI 71-102.

11. The Common Shares are not listed for trading on any "marketplace" in Canada (as such term is defined in National Instrument 21-101 Marketplace Operation), and the Filer has no current intention to list the Common Shares on any marketplace in Canada.

Decision

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

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that:

(a) the Filer remains a U.S. issuer and an SEC foreign issuer;

(b) the Filer continues to prepare the Oil and Gas Disclosure in compliance with the U.S. Rules;

(c) the Filer issues in Canada, and files on SEDAR+, a news release stating that it will provide the Oil and Gas Disclosure in accordance with the U.S. Rules rather than in accordance with NI 51-101; and

(d) the Filer files the Oil and Gas Disclosure with the securities regulatory authority or regulator in the Reporting Jurisdictions as soon as practicable after the Oil and Gas Disclosure is filed pursuant to the U.S. Rules.

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

OSC File #: 2024/0322