ConocoPhillips

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 -- less than 10% of the issuer's issued and outstanding securities are held by residents of Canada -- issuer exempt from 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.

Citation: Re ConocoPhillips, 2025 ABASC 12

February 6, 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
CONOCOPHILLIPS
(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 and Newfoundland and Labrador; 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 an exploration and production company with a portfolio that includes unconventional plays in North America; conventional assets in North America, Europe, Africa and Asia; LNG developments; oil sands in Canada; and an inventory of global exploration prospects.

3. The Filer is a reporting issuer in each of the provinces 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 November 22, 2024 upon completion of a merger pursuant to an agreement and plan of merger dated as of May 28, 2024 among the Filer, a wholly-owned subsidiary of the Filer (Merger Sub), and Marathon Oil Corporation (Marathon), pursuant to which Merger Sub was merged with and into Marathon and Marathon became a wholly-owned subsidiary of the Filer.

4. The Filer's authorized capital stock consists of 2,500,000,000 shares of common stock (Common Shares), par value US$0.01 per share, and 500,000,000 shares of preferred stock (Preferred Shares), par value US$0.01 per share. As of December 20, 2024, there were 1,277,701,989 Common Shares issued and outstanding (excluding treasury shares held by the Filer) and no Preferred Shares outstanding.

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

6. Based on the Filer's list of registered shareholders provided by its registrar and transfer agent, as of December 20, 2024, registered holders of Common Shares located in Canada held an aggregate of approximately 62,395 Common Shares, which equates to approximately 0.004883% of the Filer's issued and outstanding Common Shares, excluding treasury shares held by the Filer.

7. Based on information obtained by the Filer from Broadridge Financial Solutions Inc. (Broadridge), which conducted geographical surveys of beneficial holders of the Common Shares as at December 26, 2024, covering approximately 841,351,908 Common Shares (representing approximately 65.848838% of the issued and outstanding Common Shares, excluding treasury shares held by the Filer), Canadian beneficial shareholder accounts hold approximately 10,567,492 Common Shares, which equates to approximately 0.827070% of the total issued and outstanding Common Shares, excluding treasury shares held by the Filer, and approximately 1.256013% of the Common Shares represented in the beneficial shareholder information.

8. The Filer has senior notes outstanding in the following principal amounts:

(a) US$504,700,000 aggregate principal amount of 5.900% senior notes due 2032 (the 2032 Notes);

(b) US$350,080,000 aggregate principal amount of 5.900% senior notes due 2038;

(c) US$1,587,744,000 aggregate principal amount of 6.500% senior notes due 2039;

(d) US$7,000 aggregate principal amount of 3.750% senior notes due 2027;

(e) US$187,540,000 aggregate principal amount of 3.750% senior notes due 2027 (the 2027 Notes);

(f) US$210,665,000 aggregate principal amount of 4.300% senior notes due 2028 (the 2028 Notes);

(g) US$15,710,000 aggregate principal amount of 2.400% senior notes due 2031;

(h) US$205,662,000 aggregate principal amount of 2.400% senior notes due 2031 (the 2031 Notes);

(i) US$318,912,000 aggregate principal amount of 4.875% senior notes due 2047 (the 2047 Notes);

(j) US$5,591,000 aggregate principal amount of 4.850% senior notes due 2048; and

(k) US$203,113,000 aggregate principal amount of 4.850% senior notes due 2048 (the 2048 Notes),

(collectively, the Filer Notes).

9. The Filer Notes are not convertible into or exchangeable into other voting or equity securities of the Filer.

10. All of the Filer Notes were issued initially primarily in the United States. The 2032 Notes, the 2027 Notes, the 2028 Notes, the 2031 Notes, the 2047 Notes and the 2048 Notes (collectively, the Registered Filer Notes) were issued under U.S. registration statements.

11. Based on information obtained by the Filer from Broadridge, which conducted geographical surveys of beneficial holders of the Filer Notes as at January 8, 2025, covering US$2,661,994,510 aggregate principal amount of the outstanding Filer Notes (representing approximately 74.155966% of the aggregate principal amount of outstanding Filer Notes), Canadian beneficial holder accounts hold a total of US$11,176,000 aggregate principal amount of outstanding Filer Notes, which equates to approximately 0.311333% of the aggregate principal amount of outstanding Filer Notes and approximately 0.419836% of the aggregate principal amount of outstanding Filer Notes represented in the beneficial noteholder information.

12. The Common Shares and the Registered Filer Notes 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).

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

14. 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.

15. Neither the Common Shares nor the Filer Notes are 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 or the Filer Notes 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