Vitesse Energy, Inc.

Decision

Headnote

NP 11-203 -- issuer requests relief from the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities -- issuer has less than 10% of its securityholders resident in Canada -- issuer to remain a U.S. issuer and a SEC foreign issuer -- issuer exempt from the requirements of NI 51-101 provided that the issuer complies with the oil and gas disclosure requirements of the SEC and NYSE.

Applicable Legislative Provisions

National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, s. 8.13.

Citation: Re Vitesse Energy, Inc., 2025 ABASC 26

March 25, 2025

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
VITESSE ENERGY, INC.
(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 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 subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia and Saskatchewan; and

(c) the 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 14-101Definitions, 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 Greenwood Village, Colorado.

2. The Filer is engaged in the business of acquisition, development and production of oil and natural gas, primarily in North Dakota and Montana. The Filer's assets and operations are located outside of Canada.

3. The Filer is a reporting issuer in Alberta, British Columbia, Saskatchewan and Ontario (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 March 7, 2025 upon completion of a plan of arrangement under Section 193 of the Business Corporations Act (Alberta) (the Arrangement) pursuant to which the Filer acquired all of the issued and outstanding shares (the Lucero Shares) of Lucero Energy Corp. (Lucero).

4. The Filer's authorized capital stock consists of 95,000,000 shares of common stock (Vitesse 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 March 7, 2025, following completion of the Arrangement, there were 38,578,409 Vitesse Shares issued and outstanding (excluding any treasury stock held by the Filer), and no Preferred Shares were outstanding.

5. The Vitesse Shares are listed on the New York Stock Exchange (NYSE) under the symbol "VTS".

6. The Filer has no outstanding notes or other debt instruments.

7. The Filer has made a good faith investigation to confirm holders of the Vitesse Shares following completion of the Arrangement, after giving effect to the issuance of Vitesse Shares to the former holders of Lucero Shares in the Arrangement. The investigation included obtaining the following information: (i) a list of registered holders of Vitesse Shares from Vitesse's transfer agent, Equiniti Trust Company, LLC dated February 10, 2025; (ii) a list of registered holders of Lucero Shares from Lucero's transfer agent, Odyssey Trust Company, dated February 7, 2025; (iii) a geographical survey of beneficial holders of Vitesse Shares provided by Broadridge Financial Solutions Inc. effective February 12, 2025; and (iv) a geographical survey of beneficial holders of Lucero Shares provided by Broadridge Financial Solutions Inc. effective February 7, 2025.

8. Based on Vitesse's investigation, after giving effect to issuance of Vitesse Shares to the former holders of Lucero Shares in the Arrangement, the Filer estimates that an aggregate of approximately 3,718,189 Vitesse Shares (representing approximately 9.6% of the total issued and outstanding Vitesse Shares) are held by approximately 3,122 holders resident in Canada representing approximately 6.0% of shareholders worldwide.

9. The Vitesse 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 NYSE (collectively, the U.S. Rules).

10. 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.

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

12. The Vitesse Shares are not listed or posted 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 Vitesse 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 prepared 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 #: 2025/0122