Mr. Morgan McLellan reports

DYE & DURHAM COMMENCES PREVIOUSLY ANNOUNCED ISSUER BID AS PART OF STATED PLAN TO IMPROVE BALANCE SHEET FLEXIBILITY

Dye & Durham Ltd. commenced on Nov. 3, 2023, its substantial issuer bid, previously announced Oct. 20, 2023, under which the company will offer to repurchase for cancellation up to $95-million of its issued and outstanding 3.75 per cent senior unsecured convertible debentures due March 1, 2026.

The offer is part of Dye & Durham's plan, first announced on Oct. 20, to improve the flexibility of its balance sheet and reduce its convertible debt. Upon completion, the plan will reduce the balance of the company's original debentures by $95-million and decrease its overall convertible debt by $10-million.

Dye & Durham will offer to exchange, at the election of the original debenture holder, $1,000 principal amount of original debentures for (i) $750 cash, subject to a maximum aggregate payment of $32.25-million; (ii) $1,250 principal amount of 6.50 per cent unsecured extendible convertible debentures due Nov. 1, 2028, subject to an aggregate maximum of $65-million of principal amount of new debentures; or (iii) a combination of cash and new debentures.

Additionally, the company announced today that it has closed its previously announced private placement of $20,425,000 aggregate principal amount of new debentures. The proceeds of the private placement will be used to finance a portion of the purchase price of the Offer.

In support of the offer, debentureholders of an aggregate principal amount of $95.78-million of original debentures have agreed to tender such original debentures to the offer, with $43-million of such original debentures to be tendered in exchange for cash and the balance to be tendered in exchange for new debentures. Tenders to the offer in excess of $32.25-million of cash or $65-million principal amount of new debentures will be subject to pro ration. Debentureholders who deposit their original debentures will not be entitled to receive accrued and unpaid interest on the original debentures.

The offer is optional for all debentureholders, who are free to choose whether to participate and how many original debentures to tender.

The offer will not be conditional upon any minimum number of original debentures being tendered. The offer will, however, be subject to other conditions and the company reserves the right, subject to applicable laws and contractual obligations, to withdraw or amend the offer, if, at any time prior to the payment of deposited Original Debentures, certain events occur. The original debentures are not, and the new debentures will not be, listed or posted for trading on any stock exchange or marketplace.

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.

INFOR Financial Inc. was engaged by the board of directors of the company as the independent valuator to prepare formal valuations of the debentures in accordance with applicable Canadian securities laws. The formal valuations contain INFOR Financial's opinion that, based on the scope of its review and subject to the assumptions, restrictions and limitations provided therein, as of Oct. 19, 2023, the fair market value of the (a) original debentures falls within the range of $660 to $725 per $1,000 principal amount of original debenture and (b) new debentures falls within the range of $600 to $695 per $1,000 principal amount of new debenture. Copies of the formal valuations are included with the offer documents. The formal valuations are not, and should not be construed to be, a recommendation to a debentureholder or to others, to take any course of action.

Canaccord Genuity Corp. acted as underwriter for the private placement. Goodmans LLP acted as legal counsel to the company, and Bennett Jones LLP acted as legal counsel to Canaccord in connection with the private placement.

None of the company, its directors, INFOR Financial or any of their respective affiliates makes any recommendation to debentureholders as to whether to tender or refrain from tendering any or all of their original debentures to the offer. The solicitation and the offer to purchase original debentures by the company is being made only pursuant to the offer documents. Debentureholders of the company are urged to read the offer documents carefully and to consult with their own financial, tax and legal advisers prior to making any decision with respect to the offer.

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.