ConocoPhillips Receives Exemptive Relief From Canadian Securities Regulatory Authorities Regarding Future Canadian Filings

Rhea-AI Summary

ConocoPhillips (NYSE: COP) has received exemptive relief from Canadian securities regulatory authorities regarding future filing requirements. This development follows the company's acquisition of Marathon Oil in November 2024, which had made ConocoPhillips subject to Canadian continuous disclosure obligations.

The granted Decision exempts ConocoPhillips from requirements under Canada's National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities. Instead, the company will provide oil and gas activity disclosures following U.S. Securities and Exchange Commission (SEC) requirements. These disclosures must be filed on www.sedarplus.ca after SEC filing.

As of December 31, 2024, ConocoPhillips operated in 14 countries with $123 billion in total assets and approximately 11,800 employees.

Positive

• Simplified regulatory compliance by obtaining exemption from Canadian filing requirements
• Streamlined reporting process by following only SEC standards instead of dual requirements

Negative

• None.

Insights

Securities Regulatory Expert

This regulatory relief represents a significant administrative streamlining for ConocoPhillips following their Marathon Oil acquisition. The exemption from NI 51-101 requirements eliminates the need for duplicate reporting systems and reduces compliance costs, as the company can now exclusively follow SEC standards for oil and gas disclosures.

The key implications are threefold:

• Operational efficiency gains through simplified reporting processes and reduced administrative burden
• Cost savings from eliminating the need to prepare separate Canadian-compliant reserve reports and related documentation
• Maintained transparency through required filing of SEC disclosures on SEDAR+, ensuring Canadian investors retain access to material information

While SEC and NI 51-101 standards have some methodological differences in reserve calculations and disclosure requirements, the SEC framework provides robust oversight and comprehensive disclosure requirements that are widely accepted globally. This regulatory harmonization aligns with broader trends in cross-border M&A activities, where companies increasingly seek to streamline multi-jurisdictional compliance obligations without compromising investor protection.

The exemptive relief effectively removes a layer of regulatory complexity while maintaining high standards of disclosure, reflecting regulators' growing recognition of the need to balance rigorous oversight with practical business considerations in cross-border operations.

HOUSTON--(BUSINESS WIRE)-- ConocoPhillips (NYSE: COP) (the “Company”) announced today that the Company has received exemptive relief from the applicable Canadian securities regulatory authorities regarding future filing requirements. The Company became a reporting issuer for Canadian securities law purposes by virtue of the acquisition of Marathon Oil Corporation in November 2024, which made the Company subject to Canadian continuous disclosure and other reporting obligations under applicable Canadian securities laws.

Applicable Canadian securities regulatory authorities have issued a decision document (the “Decision”) granting the Company exemptive relief from the requirements contained in Canada’s National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). As a result of the Decision, and provided that certain conditions set out in the Decision are met on an ongoing basis, the Company will not be required to comply with the Canadian requirements of NI 51-101 and the Canadian Oil and Gas Evaluation Handbook and, accordingly, will not be required to file Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information or related forms and disclosure as part of its annual filings. In lieu of such filings, the Decision permits the Company to provide disclosure in respect of its oil and gas activities in the form permitted by, and in accordance with, the legal requirements imposed by the U.S. Securities and Exchange Commission (“SEC”), the Securities Act of 1933, the Securities and Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the rules of the New York Stock Exchange. The Decision also provides that the Company is required to file all such oil and gas disclosures with the Canadian securities regulatory authorities on www.sedarplus.ca as soon as practicable after such disclosure is filed with the SEC.

A copy of the Decision may be found on the website of the Alberta Securities Commission at www.asc.ca.

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About ConocoPhillips

ConocoPhillips is one of the world’s leading exploration and production companies based on both production and reserves, with a globally diversified asset portfolio. Headquartered in Houston, Texas, ConocoPhillips had operations and activities in 14 countries, $123 billion of total assets, and approximately 11,800 employees at Dec. 31, 2024.

For more information, go to www.conocophillips.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250213111376/en/

Dennis Nuss (media)

281-293-1149

dennis.nuss@conocophillips.com

Investor Relations

281-293-5000

investor.relations@conocophillips.com

Source: ConocoPhillips

FAQ

What exemptive relief did ConocoPhillips (COP) receive from Canadian regulators in 2025?

ConocoPhillips received relief from National Instrument 51-101 requirements, allowing them to follow SEC standards for oil and gas activity disclosures instead of Canadian requirements.

Why did ConocoPhillips (COP) become subject to Canadian securities regulations?

ConocoPhillips became subject to Canadian securities regulations following its acquisition of Marathon Oil in November 2024.

What are ConocoPhillips' (COP) new filing requirements under the Canadian exemptive relief?

ConocoPhillips must file oil and gas disclosures following SEC requirements and submit these to www.sedarplus.ca after filing with the SEC.

What were ConocoPhillips' (COP) total assets as of December 31, 2024?

ConocoPhillips reported total assets of $123 billion as of December 31, 2024.