27/09/2022

Dye & Durham Announces Normal Course Issuer Bid

TORONTOSept. 27, 2022 /CNW/ – Dye & Durham Limited (“Dye & Durham” or the “Company“) (TSX: DND) announced today that its board of directors has approved a normal course issuer bid for a portion its outstanding common shares (“Shares“) as appropriate opportunities arise from time to time. The Company’s normal course issuer bid (the “NCIB“) will be made in accordance with the requirements of the Toronto Stock Exchange (the “TSX“) and applicable securities laws and remains subject to the TSX’s acceptance of its notice of intention to make a normal course issuer bid.

Pursuant to the notice, Dye & Durham is authorized to acquire up to a maximum of 3,457,508 of its Shares, or approximately 5% of the 69,150,150 issued and outstanding Shares as of September 22, 2022, for cancellation over the next 12 months. Purchases under the NCIB will be made through the facilities of the TSX or through alternative Canadian trading systems and in accordance with applicable regulatory requirements at a price per Share equal to the market at the time of acquisition. The number of Shares that can be purchased pursuant to the NCIB is subject to a current daily maximum of 63,438 Shares (which is equal to 25% of 253,750 Shares, being the average daily trading volume during the six months ended August 31, 2022), in each case subject to the Company’s ability to make block purchases of Shares that exceed such limits.

Dye & Durham may begin to purchase Shares on or about September 30, 2022 and the bid will terminate on September 29, 2023 or such earlier time as the Company completes its purchases pursuant to the bid or provides notice of termination. Any Shares purchased under the NCIB will be cancelled upon their purchase. Dye & Durham intends to fund the purchases from its cash flow from operations.

In connection with the NCIB, Dye & Durham has established an automatic securities purchase plan (the “Plan“) with its designated broker that contains specified parameters regarding how its Shares may be purchased under the NCIB during times when the Company would ordinarily not be permitted to purchase Shares due to regulatory restrictions or self-imposed blackout periods. Dye & Durham may elect to suspend or discontinue its NCIB in accordance with certain conditions set forth in the Plan. The Plan will be effective as of September 30, 2022.

Dye & Durham has implemented the NCIB because it believes that, from time to time, the market price of the Shares may not fully reflect the underlying value of the Dye & Durham’s business and future prospects. Dye & Durham believes that, at such times, the repurchase of the Shares for cancellation would be in the best interests of shareholders.

To the knowledge of Dye & Durham, no director or senior officer of Dye & Durham currently intends to sell any Shares under the NCIB. However, sales by such persons through the facilities of TSX may occur if the personal circumstances of any such person change or any such person makes a decision unrelated to these normal course purchases. The benefits to any such person whose shares are purchased would be the same as the benefits available to all other holders whose shares are purchased.

Forward Looking Information

This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects the Company’s current expectations regarding future events, including regarding the timing and completion of purchases under the NCIB. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance.

Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under “Risk Factors” in the Company’s most recent annual information form. Dye & Durham does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

About Dye & Durham Limited

Dye & Durham Limited is a leading provider of cloud-based software and technology solutions designed to improve efficiency and increase productivity for legal and business professionals. Dye & Durham provides critical information services and workflows, which clients use to manage their process, information and regulatory requirements. The Company has operations in Canada, the United KingdomIreland and Australia and has a strong blue-chip customer base that includes law firms, financial service institutions, and government organizations.

Additional information can be found at www.dyedurham.com.

SOURCE Dye & Durham Limited

For further information: Ross Marshall, LodeRock Advisors Inc., [email protected], 416.526.1563

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