Mr. Morgan McLellan reports

DYE & DURHAM INCREASES OFFER TO PURCHASE 3.75% SENIOR UNSECURED CONVERTIBLE DEBENTURES DUE MARCH 1, 2026

Dye & Durham Ltd., in response to demand, has upsized and, in accordance with regulatory requirements, extended its existing substantial issuer bid to purchase for cancellation a portion 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, 2023, to improve the flexibility of its balance sheet and reduce its convertible debt.

Pursuant to the amendment and extension, the terms of which are set out in a notice of variation and extension dated Jan. 4, 2023, the company has offered to acquire up to $160-million aggregate principal amount of the original debentures (increased from $100-million) on the basis of, and at the election of the holder, for each $1,000 principal amount of original debentures: (a) $753 in cash, subject to an aggregate maximum of $36,144,000; (b) $1,250 principal amount of 6.50 per cent senior unsecured extendible convertible debentures due Nov. 1, 2028 (the new debentures), subject to an aggregate maximum of $140-million (increased from $65-million); or (c) a combination of cash and new debentures. In addition, the company has extended the expiry date of the offer to 5 p.m. (ET) on Jan. 15, 2024, unless further extended, varied or withdrawn by the company.

In connection therewith, the company has entered into a written agreement with Canaccord Genuity Corp. to extend the initial maturity date its outstanding new debentures from Jan. 12, 2024, to Jan. 22, 2024, or, if earlier, the date on which the company delivers to the debenture trustee a notice declaring that the company will not be proceeding with the offer.

All other terms of the offer remain unchanged. Details of the offer, including instructions for tendering original debentures, are included in the formal offer to purchase and issuer bid circular dated Nov. 1, 2023, as amended by the notice of variation. The notice of variation will be mailed to debentureholders, filed with applicable Canadian securities regulatory authorities and made available without charge on SEDAR+. Debentureholders should carefully read the offer documents prior to making a decision with respect to the offer.

In connection with the upsized offer, the company has also amended and restated a support agreement previously entered into in connection with the offer. In the aggregate, debentureholders signing support agreements have agreed to tender approximately $143.48-million aggregate principal amount of original debentures 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.

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