TORONTO — April 3, 2024 — D2L Inc. (TSX: DTOL) (“D2L” or the “Company”), a global learning technology company, announced today that it has entered into a binding letter agreement (the “Letter Agreement”) to spin-out D2L Wave into a new independent standalone company, SkillsWave Corporation (“SkillsWave”), and will sell majority ownership to a company owned by John Baker, with an expected mid-year closing date. D2L Wave is an early stage upskilling technology, representing a very small percentage of D2L’s overall revenue in Fiscal 2024, and is separate from D2L’s corporate learning core business. The D2L Wave upskilling technology was created to help businesses prepare for the future of work by tackling the skills and talent gap. This transaction enables the Company to increase focus on the continued growth and profitability of the core SaaS business, led by its industry-leading learning platform Brightspace in the global education and corporate markets.

Transaction Highlights

• D2L remains committed to growth and innovation in the corporate market.
  • D2L serves more than 500 corporate customers today with its Brightspace learning platform, including corporations, training organizations and government customers, with the vast majority of
  • D2L corporate revenue coming from the Brightspace learning platform and related services.
• D2L will continue to grow its corporate customer base through its Brightspace learning platform.
  • Transaction is consistent with D2L’s continued emphasis on balancing growth and profitability
• D2L plans to continue making measured investments for growth in fiscal 2025, while optimizing its operations towards increasing levels of profitability.
• Transaction provides continuity for D2L Wave customers, partners, and employees.
  • D2L will retain a 30% ownership interest in SkillsWave.
  • Senior team members focused on D2L Wave will transition to SkillsWave, including Senior Vice President Sasha Thackaberry. John Baker will provide strategic oversight and guidance as Executive Chair for SkillsWave and continue as Chairman of the Board and Chief Executive Officer of D2L.
  • D2L will be working with D2L Wave education partners, clients, and internal teams to facilitate a smooth transition.

“This transaction makes strategic sense for both entities and reflects the reality that Wave is at an earlier stage of development than our core business, and has a different business model and investment requirements,” said Stephen Laster, President of D2L. “Wave is a unique upskilling technology that has gained traction in an area with long-term potential. As a separate company, we believe it will be better positioned to advance its business plan. For D2L, we are excited to sharpen our focus on our core offerings within the education and corporate learning markets. We have strong momentum in higher education, as reflected in our 50% win rate and number two market position by enrollments in North American higher education1 and our success in penetrating targeted international markets. We continue to have high conviction in the corporate learning opportunity – this remains a key growth area of our business.”

Ian Giffen, Lead Director of D2L’s Board of Directors, commented: “After a thorough review and analysis by the Special Committee, the Board determined this transaction was in the best interests of the Company. It enables D2L to continue to have a venture interest in the future of SkillsWave and enables the D2L team to focus entirely on the continued expansion and growth of the core learning platform and services business. The transaction is also consistent with our objective of building a company with increasing growth in both revenue and profitability.”

“The primary focus for me will remain on D2L and delivering on our important mission to transform the way the world learns,” said John Baker, Founder & Chief Executive Officer of D2L. “In my role as Executive Chair of SkillsWave, I look forward to continuing to support the team as they deliver exceptional experiences for businesses leveraging the Wave platform to upskill their people. I am excited for the next chapter of growth as SkillsWave accelerates its product development and expands its world class education provider network.”