Permian Resources Corp.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Securities Act, s. 88 -- Cease to be a reporting issuer in BC -- The issuer's securities are traded only on a market or exchange outside of Canada; Canadian residents own less than 2% of the issuer's securities and represent less than 2% of the issuer's total number of security holders. The issuer does not intend to do a public offering of its securities to Canadian residents, will not be a reporting issuer in a Canadian jurisdiction, is subject to the reporting requirements of U.S. securities laws, and all shareholders receive the same disclosure.

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- application by a reporting issuer for an order that it is not a reporting issuer in Ontario, Alberta and British Columbia -- based on diligent inquiry, residents of Canada (i) do not directly or indirectly beneficially own more than 2% of each class or series of outstanding securities of the issuer worldwide, and (ii) do not directly or indirectly comprise more than 2% of the total number of securityholders of the issuer worldwide -- issuer is subject to U.S. securities law requirements -- issuer has provided notice through a press release that it has submitted an application to cease to be a reporting issuer in the relevant jurisdictions.

Applicable Legislative Provisions

Securities Act, R.S.B.C. 1996, c. 418, s. 88.

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

Citation: 2024 BCSECCOM 268

June 14, 2024

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS TO CEASE TO BE A REPORTING ISSUER AND IN THE MATTER OF PERMIAN RESOURCES CORPORATION (the Filer)

ORDER

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) 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 Ceasing to be a Reporting Issuer Applications (for a dual application):

(a) the British Columbia 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 Alberta, 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

¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

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

1. the Filer is incorporated under and is governed by the laws of the State of Delaware;

2. the Filer's head office and registered office is located in the State of Texas;

3. none of the Board of Directors or management of the Filer are residents of Canada;

4. the Filer became a reporting issuer in the Jurisdictions on November 1, 2023 due to Filer's acquisition of Earthstone Energy Inc., a reporting issuer, and its subsidiaries by way of a merger and securities exchange;

5. British Columbia is the principal regulator of the Filer because British Columbia was the principal regulator of Earthstone Energy Inc.;

6. the Filer's shares of Class A common stock, par value $0.0001 (the Common Stock), are listed only on the New York Stock Exchange (the NYSE);

7. the shares of Common Stock are registered under section 12 of the U.S. Securities Exchange Act of 1934, as amended;

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

9. the Filer has conducted diligent inquiries to ascertain its Canadian beneficial securityholder data with its transfer agent and Broadridge Financial Solutions, Inc.;

10. based on the Filer's inquiries, the Filer understands that, as of April 3, 2024 there were:

(a) 385,353,065 shares of Common Stock issued and outstanding that were held by 86,034 beneficial securityholders worldwide;

(b) a total of 1,247 beneficial Canadian resident securityholders representing approximately 1.45% of the total number of securityholders worldwide; and

(c) 4,496,839 shares of Common Stock held by beneficial Canadian resident securityholders representing approximately 1.17% of the issued and outstanding shares of Common Stock;

11. the Filer has determined that residents of Canada do not, directly or indirectly:

(a) beneficially own more than 2% of any class or series of outstanding securities, including debt securities, of the Filer worldwide; or

(b) comprise more than 2% of the total number of securityholders of the Filer worldwide;

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

13. in the past 12 months, the Filer has not taken any steps that indicate there is a market for its securities in Canada, including conducting a prospectus offering in Canada, establishing or maintaining a listing on an exchange in Canada, or having its securities traded on a marketplace or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported;

14. the Filer has no current intention to seek public financing by way of an offering of its securities in Canada;

15. on May 24, 2024, the Filer issued a news release announcing, among other things, that it applied for an order to cease to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer, and that if the Order Sought is granted, the Filer will no longer be a reporting issuer in any jurisdiction of Canada; the Filer did not receive any complaints from its securityholders regarding this news release;

16. the Filer undertakes to concurrently deliver to its securityholders in Canada all disclosure materials that it is required to deliver to securityholders resident in the United States, in the manner required by the securities laws of the United States and the applicable requirements of the NYSE;

17. the Filer qualifies as an SEC foreign issuer under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (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;

18. the Filer files continuous disclosure reports under United States securities laws, which are publicly available on EDGAR;

19. the Filer is not in default of any requirements of United States federal or state securities or corporate legislation, or the rules and policies of the NYSE;

20. the Filer is a reporting issuer under the laws of each of the Jurisdictions;

21. the Filer is not in default of securities legislation in any jurisdiction of Canada; and

22. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer.

Order

¶ 4 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.

OSC File #: 2024/0248