D2L Inc. — Regulatory Filings 2021

Nov 9, 2021

D2L INC.

NOTICE DECLARING INTENTION TO BE QUALIFIED UNDER NATIONAL INSTRUMENT 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS (“NI 44-101”)

November 9, 2021

TO: Ontario Securities Commission, as principal regulator AND TO: Alberta Securities Commission Autorité des marchés financiers British Columbia Securities Commission Financial and Consumer Services Commission, New Brunswick Financial and Consumer Affairs Authority of Saskatchewan Nova Scotia Securities Commission Nunavut Securities Office Office of the Superintendent of Securities, Northwest Territories Office of the Superintendent of Securities, Prince Edward Island Office of the Superintendent of Securities Service, Newfoundland and Labrador Office of the Yukon Superintendent of Securities The Manitoba Securities Commission

RE: Notice Declaring Intention to be Qualified under NI 44-101

D2L Inc. (the “ Issuer ”) intends to be qualified to file a short form prospectus under NI 44-101. The Issuer acknowledges that it must satisfy all applicable qualification criteria prior to filing a preliminary short form prospectus. This notice does not evidence the Issuer’s intent to file a short form prospectus, to enter into any particular financing or transaction or to become a reporting issuer in any jurisdiction. This notice will remain in effect until withdrawn by the Issuer.

D2L INC.

Per: (signed) “Anna Forgione” Name: Anna Forgione Title: Chief Legal Officer