Mr. Morgan McLellan reports

DYE & DURHAM ANNOUNCES COMMENCEMENT OF ISSUER BID

Dye & Durham Ltd. has commenced and provided the terms of its previously announced 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. The offer commences today and will expire on Aug. 30, 2023, unless extended, varied or withdrawn.

The offer is being made by way of a modified Dutch auction, which will allow debentureholders who choose to participate in the offer to individually select the price, within a range of not less than $500 and not more than $650 per $1,000 principal amount of debenture (in increments of $5 per debenture), at which they are willing to sell their debentures. Upon expiry of the offer, the company will determine the lowest purchase price (which will not be less than $500 and not more than $650 per $1,000 principal amount of debenture) that will allow it to purchase the maximum number of debentures tendered to the offer, and not withdrawn, having an aggregate purchase price not exceeding $26-million. Debentureholders who deposit their debentures will not be entitled to receive accrued and unpaid interest on the debentures.

Debentureholders who wish to participate in the offer will be able to do so through (i) auction tenders in which they specify the number of debentures being tendered at a specific price per Debenture, or (ii) purchase price tenders in which they agree to have a specified number of debentures purchased at the purchase price to be determined pursuant to the auction and have their debentures considered as having been tendered at the minimum price of $500 per $1,000 principal amount of debenture for the purposes of determining the purchase price. Debentureholders who validly deposit debentures without specifying the method in which they are tendering their debentures will be deemed to have made a purchase price tender.

If the offer would result in an aggregate purchase price of more than $26-million, the company will purchase a pro-rated portion of the debentures so tendered pursuant to auction tenders at or below the purchase price and purchase price tenders.

The offer is optional for all debentureholders, who are free to choose whether to participate, how many debentures to tender and, in the case of auction tenders, at what price to tender within the specified range. Any debentureholders who do not deposit their debentures (or whose debentures are not repurchased under the offer) will realize a proportionate increase in their interest in the outstanding debentures, to the extent that debentures are purchased under the offer. Management of the company believes that repurchases of the debentures will create value for shareholders by reducing the company's cash interest payments, delevering its balance sheet and improving its debt maturity profile.

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 reserves 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 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 have been filed with the applicable securities regulators and mailed to registered debentureholders. The offer documents are available under the company's SEDAR profile.

The debentures are not listed or posted for trading on any stock exchange or marketplace. INFOR Financial Inc. was engaged by the board of directors of the company as the independent valuator to prepare a formal valuation of the debentures in accordance with applicable Canadian securities laws. The formal valuation contains INFOR Financial's opinion that, based on the scope of its review and subject to the assumptions, restrictions and limitations provided therein, as of July 21, 2023, the fair market value of the debentures falls within the range of $645 to $715 per $1,000 principal amount of debenture. A copy of the formal valuation is included with the offer documents. The formal valuation is not, and should not be construed to be, a recommendation to a debentureholder or to others, to take any course of action.

About Dye & Durham Ltd.

Dye & Durham provides premier 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.

We seek Safe Harbor.