DYE & DURHAM PROVIDES UPDATE ON ANNUAL FILINGS

TORONTO, Sept. 15, 2025 /CNW/ - Dye & Durham Limited (the "Company" or "Dye & Durham") (TSX: DND), today announced that it has applied to the Ontario Securities Commission (the "OSC"), its principal regulator, for a temporary management cease trade order ("MCTO") under National Policy 12-203 – Management Cease Trade Orders ("NP 12-203"). If granted, the MCTO would apply only to certain Company insiders and would not restrict trading by other shareholders or investors.

The application has been made because the Company anticipates that it will be unable to file its audited consolidated financial statements for the fiscal year ended June 30, 2025 (the "Annual Financial Statements"), along with the related management's discussion and analysis and CEO and CFO certificates (together, the "Annual Filings"), by the September 29, 2025, filing deadline.

The timing delay relates to an issuer-oriented review letter (the "Review Letter") received from the OSC on July 30, 2025. The Review Letter includes questions concerning the level at which the Company tests goodwill for impairment and certain purchase accounting disclosures in the Company's consolidated audited financial statements for the year ended June 30, 2024. Dye & Durham is working with its advisors and its auditor to respond to the Review Letter and confirm what impact it may have on the Company's consolidated audited financial statements for the year ended June 30, 2025. Importantly, at this time the Company does not expect any impact to its previously reported results, including cash or Adjusted EBITDA.

Preparation of the Annual Financial Statements and audit work are continuing in parallel with the OSC review process, to allow the Company to file the Annual Filings as soon as possible following completion of the OSC review process.

If the Annual Filings are not completed by the deadline, the Company would be in technical default of its reporting obligations under its senior debt. The Company expects that any such default could be resolved within the applicable cure period and has proactively engaged with its lenders to secure a waiver in advance.  

If an MCTO is granted, Dye & Durham will follow the alternative information guidelines under NP 12-203, which include providing bi-weekly status updates by way of news release until the Annual Filings are made. The Company will also issue an update if the MCTO is granted, not granted, or withdrawn.

ABOUT DYE & DURHAM LIMITED

Dye & Durham Limited 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.

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

Forward-Looking Statements

This press release may contain forward-looking information and forward-looking statements within the meaning of applicable securities laws, which reflects Dye & Durham's current expectations regarding future events. 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.

Specifically, statements regarding Dye & Durham's Annual Filings, the timeline for filing the Annual Filings, and the impact of the potential delay in filing the Annual Filings on the Company's debt obligations are forward-looking statements. The foregoing demonstrates Dye & Durham's objectives, which are not guarantees or assurances, but are based on the implementation of certain specific actions. The forward-looking information is based on management's opinions, estimates and assumptions, including, but not limited to, that the Company will be able to effectively respond to the Review Letter, complete the OSC review process, and complete and file the Annual Filings within a reasonable period of time.

While these opinions, estimates and assumptions are considered by Dye & Durham to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: there being a delay in the Company's management completing its work; the Company not receiving the MCTO; the Company being unable to cure a default in respect of its senior debt or receive a waiver in respect thereof; and the factors discussed under "Risk Factors" in the Company's most recent Annual Information Form and under the heading "Risks and Uncertainties" in the Company's most recent Management's Discussion and Analysis, which are available on the Company's profile on SEDAR+ at www.sedarplus.ca. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information.

There can be no assurance that any forward-looking information or forward-looking statements  will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents Dye & Durham's expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information or to publicly announce the results of any revisions to any of those statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

SOURCE Dye & Durham Limited

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