Mr. Huss Hirji reports

DYE & DURHAM ANNOUNCES PRICING OF REFINANCING TRANSACTIONS

Dye & Durham Corp., a wholly owned subsidiary of Dye & Durham Ltd. (Holdings), has priced and allocated $350-million (U.S.) aggregate principal amount of its senior secured term loan B facility; will enter into its $105-million revolving credit facility; and has priced $555-million (U.S.) aggregate principal amount of its 8.625 per cent senior secured notes due 2029.

The new senior secured notes will mature in 2029 and bear an interest rate of 8.625 per cent per year (representing a spread to benchmark U.S. treasury notes of 431 basis points) payable semi-annually. The new term loan facility will bear a floating interest rate equal to secured overnight financing rate (SOFR) subject to a 1-per-cent floor plus an applicable margin of 4.25 per cent plus a specified credit spread adjustment. The applicable margin will be reduced by 25 basis points upon achievement of a specified first-lien net leverage ratio. The new term loan facility will mature in 2031 and the new revolving facility will mature in 2029, in each case subject to a springing maturity 91 days inside the new senior secured notes if the new senior secured notes have not been repaid in full, extended, refinanced or replaced on or prior to such date. The new senior secured notes will be guaranteed on a senior secured basis by Holdings and by all wholly owned subsidiaries of Holdings that guarantee the company's new senior secured credit facilities. The refinancing transactions are expected to close on April 11, 2024, subject to the satisfaction of customary closing conditions.

The company intends to use the net proceeds of the offering of new senior secured notes, together with the proceeds of the initial borrowings under the new senior secured credit facilities and cash on hand, to: (i) refinance the company's existing credit facilities; (ii) repurchase some or all of Dye & Durham's 3.75 per cent convertible senior unsecured debentures due 2026; and (iii) finance working capital needs and for general corporate purposes. The refinancing of the company's existing credit facilities addresses the risk that the existing credit facilities' maturity would have accelerated in the event that any of Dye & Durham's 2026 debentures remained outstanding as of Sept. 30, 2025.

The new senior secured notes were offered only to persons reasonably believed to be qualified institutional buyers in a private placement offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The new senior secured notes and related guarantees have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States without registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any other applicable state securities laws. Additionally, in Canada, an offering of new senior secured notes was made pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws and will be subject to resale restrictions pursuant to Canadian securities laws.

We seek Safe Harbor.