An anonymous director reports

DYE & DURHAM ANNOUNCES COMPLETION OF SUBSTANTIAL ISSUER BID

Dye & Durham Ltd. will take up and purchase for cancellation 882,352 of its common shares at a purchase price of $17 per common share under Dye & Durham's substantial issuer bid for aggregate consideration of approximately $15-million.

Common shares purchased under the offer represent approximately 1.59 per cent of the issued and outstanding common shares on a non-diluted basis as at May 10, 2023, the date the offer was publicly announced. After giving effect to the offer, 54,896,646 common shares will be issued and outstanding.

Based on the final count by TSX Trust Company, the depositary for the offer, a total of 5,087,250 common shares were properly tendered to the offer and not withdrawn. As the offer was oversubscribed, shareholders who made auction tenders at $17 per common share and purchase price tenders will have approximately 34.11 per cent of their successfully tendered common shares purchased by Dye & Durham, other than odd-lot tenders, which are not subject to proration.

Payment for the purchased common shares will be effected by the depositary in accordance with the offer and applicable law. Any common shares not purchased, including such common shares not purchased as a result of proration or common shares tendered at a purchase price per common share above $17 per common share, will be returned to shareholders promptly by the depositary.

The full details of the offer are described in the offer to purchase and issuer bid circular dated May 12, 2023, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR.

To assist shareholders in determining the tax consequences of the offer, Dye & Durham estimates that, for the purposes of the Income Tax Act (Canada), the paid-up capital per common share is approximately $12.61. Given that the purchase price of $17 per common share exceeds the paid-up capital per common share, shareholders who have sold common shares to Dye & Durham under the offer will be deemed to have received a taxable dividend as a result of such sale for Canadian federal income tax purposes equal to the amount by which the purchase price per common share exceeds the paid-up capital per common share. The dividend deemed to have been paid by Dye & Durham to Canadian resident persons is designated as an eligible dividend for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.

The specified amount for purposes of Subsection 191(4) of the Income Tax Act (Canada) is $17.58, being the closing trading price for the common shares on the Toronto Stock Exchange on June 16, 2023. Shareholders should consult with their own tax advisers with respect to the income tax consequences of the disposition of their common shares under the offer.

About Dye & Durham Ltd.

Dye & Durham provides premiere practice management solutions empowering legal professionals every day, delivers vital data insights to support critical corporate transactions, and enables the essential payments infrastructure trusted by government and financial institutions. The company has operations in Canada, the United Kingdom, Ireland and Australia.

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