Mr. Matthew Proud reports

DYE & DURHAM ANNOUNCES MARKETING OF NEW CREDIT FACILITY

Dye & Durham Corp., a wholly owned subsidiary of Dye & Durham Ltd., has commenced the marketing of a new senior secured term loan B facility and revolving credit facility (the new senior secured credit facilities). In conjunction with the new senior secured credit facilities, and subject to market and other conditions, the company plans to launch the marketing of additional new secured debt. The company intends to use the initial borrowings under the new senior secured credit facilities, together with the net proceeds of any additional secured debt raised and cash on hand, to: (i) refinance the company's existing credit facilities; (ii) repurchase some or all of the company's 3.75 per cent convertible senior unsecured debentures due 2026; and (iii) finance working capital needs and for general corporate purposes. The foregoing description and any other information regarding the potential of the company incurring secured debt is included herein solely for informational purposes, and this news release is not an offer to sell any secured debt.

"This refinancing represents a significant milestone in our previously announced deleveraging plan as we continue to target less than four times total net debt to adjusted EBITDA," said Matthew Proud, chief executive officer of Dye & Durham. "Assuming the refinancing is successful, we will have significantly reduced our annual interest costs, increased free cash flow, and positioned Dye & Durham well for future growth."

The refinancing of the company's existing credit facilities will address the risk that its maturity is accelerated in the event that any of the company's 3.75 per cent convertible senior unsecured debentures due 2026 are outstanding as at Sept. 30, 2025.

Financial update

In connection with the planned refinancing transactions, Dye & Durham has also disclosed the following financial information:

• Approximately $278-million of further adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) for the last 12 months (LTM) ending Dec. 31, 2023 (1) (2);
• Organic revenue growth rate of 3.0 per cent year over year for the quarter ended Dec. 31, 2023 (2);
• $118.6-million of annual recurring revenue (ARR) for the period ending Feb. 1, 2024, an increase of $6.5-million from the period ending Dec. 31, 2023 (2).

(1) Adjusted EBITDA was $250-million and net loss was $173-million over the same period. See the relevant table for a reconciliation of further adjusted EBITDA to adjusted EBITDA. Further adjusted EBITDA takes into account the preacquisition results of businesses acquired in the 12 months ended Dec. 31, 2023, and certain other efficiencies that have been identified and, in some cases, implemented by Dye & Durham, and which are described in more detail under the section on non-IFRS (international financial reporting standards) financial measures. There can be no assurance that Dye & Durham will be able to realize on some or all of these efficiencies.

(2) Adjusted EBITDA, further adjusted EBITDA, organic revenue growth rate and ARR are non-IFRS measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable with similar measures presented by other companies. For further information and the relevant definitions, see the section on non-IFRS financial measures of this news release.

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. Dye & Durham has operations in Canada, the United Kingdom, Ireland, Australia and South Africa.

Additional information can be found on the company's website.

Non-IFRS measures

This news release makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable with similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of Dye & Durham's results of operations from management's perspective and to discuss Dye & Durham's financial outlook. Dye & Durham's definitions of non-IFRS measures may not be the same as the definitions for such measures used by other companies in their reporting. Non-IFRS measures have limitations as analytical tools. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of Dye & Durham's financial information reported under IFRS. Dye & Durham uses non-IFRS measures, including adjusted EBITDA, further adjusted EBITDA, organic revenue growth rate and ARR (each as described below), to provide investors with supplemental measures of its operating performance and to eliminate items that management believes has less bearing on operating performance or operating conditions and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS financial measures. Dye & Durham's management also uses non-IFRS financial measures in order to facilitate operating performance comparisons from period to period. Dye & Durham believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of issues.

Please see the cautionary note regarding non-IFRS measures and select information and the reconciliation of non-IFRS measures in Dye & Durham's most recent management's discussion and analysis, which is available on the company's profile on SEDAR+, for further details on certain non-IFRS measures, including relevant reconciliations of each non-IFRS measure to its most directly comparable IFRS measure, which information is incorporated by reference herein.

EBITDA

EBITDA means net income (loss) before amortization and depreciation expenses, finance and interest costs, and provision for income taxes.

Adjusted EBITDA

Adjusted EBITDA adjusts EBITDA for stock-based compensation expense, asset impairment charges, loss on settlement of loans and borrowings, gains or losses from changes in fair value of derivative financial instruments and contingent consideration liabilities measured at fair value through profit or loss, specific transaction related expenses related to acquisitions, initial public offering (IPO) and capital structure reorganization, operational restructuring costs, and restructuring costs includes impact to the full year of cost synergies related to the reduction of employees in relation to acquisitions.

Further adjusted EBITDA

Further adjusted EBITDA further adjusts adjusted EBITDA for the impact of: (i) business acquired in the 12 months ended Dec. 31, 2023, attributable to the portion of such period prior to the date of acquisition of each entity, inclusive of due diligence adjustments; (ii) the removal of the results of TM Group, which Dye & Durham divested in Q1 2024; and (iii) platform consolidation, cost savings, and other realized and reasonably anticipated synergies in respect of acquisitions consummated prior to Dec. 31, 2023, as if such synergies had been fully realized as of Jan. 1, 2023, and realized and reasonably anticipated cost savings derived from integration initiatives, including employee rationalization, operational efficiencies relating to information technology (IT) infrastructure integration and IT outsourcing. Attached is a reconciliation of further adjusted EBITDA to adjusted EBITDA.

Organic revenue growth rate

Organic revenue growth rate is calculated by the total revenue in the current quarter period (excluding the preacquisition quarterly revenue of those acquisitions executed in the LTM period from Dec. 31, 2023, and discontinued businesses) divided by the total revenue in the prior quarter period (excluding discontinued businesses). Attached is a reconciliation of organic revenue to revenue.

ARR

Annual recurring revenue includes revenues from subscriptions and revenue from minimum-spend contracts. Revenue derived from customers with contracts that include a minimum committed level (volume or spend) with a fixed term of 12 months or more is included in the company's calculation of ARR.

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