Mr. Matthew Proud reports

DYE & DURHAM OFFERS TO BUY BACK UP TO $52 MILLION OF CONVERTIBLE DEBENTURES WITH EXTRA CASH ON HAND

Dye & Durham Ltd.'s board of directors has approved the commencement of a substantial issuer bid under which the company will offer to repurchase for cancellation up to $52-million of its issued and outstanding 3.75 per cent convertible senior unsecured debentures due March 1, 2026.

"We are pleased to announce this convertible debenture buyback. The strong financial performance and cash generation profile of our business enable us to opportunistically reduce our debt while continuing to pursue a disciplined M&A strategy," said Dye & Durham chief executive officer Matthew Proud. "This offer, along with our broader strategy of reducing our total debt leverage ratio over time, will give us greater financial flexibility as we continue to build Dye & Durham into a global legal technology leader."

The offer is planned to be sourced through cash on hand. The offer would pay down up to $52-million of overall debt consistent with the company's strategy to reduce total debt over time. This reduction in debt is above and beyond the debt reduction through the company's use of the upfront net proceeds to be received from the sale of TM Group, as announced on July 10, 2023. The offer is expected to proceed by way of a modified Dutch auction, which will allow debenture holders who choose to participate in the offer to select the price within a price range to tender their debentures. Dye & Durham is making the offer at between $500 and $650 per $1,000 of debenture face value. Upon expiry of the offer, the company will determine the lowest purchase price within the range that will allow the company to purchase the maximum number of debentures properly tendered to the offer, having an aggregate purchase price not exceeding $26-million. The company expects to announce the terms of the offer and commence the offer on July 26, 2023.

The offer will not be conditional upon any minimum number of debentures being tendered. The offer will, however, be subject to other conditions and the company will reserve the right, subject to applicable laws, to withdraw or amend the offer, if, at any time prior to the payment of deposited debentures, certain events occur.

The company has engaged Canaccord Genuity Inc. as dealer manager for the offer and Computershare Investor Services Inc. to act as the depositary for the offer.

The formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery containing the terms and conditions of the offer and instructions for tendering debentures will be filed with the applicable securities regulators and mailed to registered debentureholders. The offer documents will be available under the company's SEDAR profile.

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, Australia and South Africa.

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