An anonymous director reports

DYE & DURHAM PROVIDES BI-WEEKLY MCTO STATUS REPORT

Dye & Durham Ltd. is providing this biweekly default status report in accordance with National Policy 12-203 (Management Cease Trade Orders), together with an update on certain related matters.

MCTO status update

On Oct. 1, 2025, the company announced that, at the request of the company, the Ontario Securities Commission issued a temporary and voluntary management cease trade order against the company under NP 12-203 in connection with the company's delayed filing of its: (i) audited consolidated financial statements for fiscal 2025; (ii) management's discussion and analysis relating to the annual financial statements; and (iii) chief executive officer and chief financial officer certificates relating to the annual financial statements. The company has also been delayed in filing its: (i) unaudited consolidated financial statements for the first quarter of FY 2026; (ii) management's discussion and analysis relating to the Q1 financial statements; and (iii) CEO and CFO certificates relating to the Q1 financial statements. The annual filings were required to be filed by Sept. 29, 2025, and the Q1 filings were required to be filed by Nov. 14, 2025.

The MCTO prohibits the company's chief executive officer and chief financial officer from trading in and acquiring, whether directly or indirectly, securities of the company until two full business days following receipt by the OSC of the required filings. The MCTO does not restrict or affect the ability of other shareholders or investors to trade in the company's securities.

To provide the company with additional time to complete and file the required filings, upon application by the company, the OSC granted an extension of the MCTO until Dec. 13, 2025. As the company does not expect to be able to file the required filings on or before Dec. 13, 2025, the company may be subject to a failure-to-file cease trade order following the expiration of the MCTO.

Pursuant to NP 12-203, Dye & Durham must file biweekly default status reports by way of news releases during the period of the MCTO. The company previously filed a biweekly default status report by way of news release on Nov. 26, 2025. Other than as disclosed herein, the company confirms that, since Nov. 26, 2025: (i) there has been no material change to the information contained in the press release issued by the company announcing the issuance of the MCTO; (ii) there has been no failure to fulfill its stated intentions with respect to satisfying the provisions of the alternative information guidelines set out in NP 12-203; (iii) there has not been any other specified default subsequent by the company under NP 12-203; and (iv) there is no other material information concerning the affairs of the company that has not been generally disclosed.

Until the filing of the required filings and during the period of the MCTO, the company will follow the provisions of the alternative information guidelines as required by NP 12-203.

Senior credit agreement waiver update

The company continues to work with its advisers and the administrative agent under the company's senior credit agreement to obtain a waiver from lenders to provide it with additional time to file both the annual filings and Q1 filings. In the event the company is not able to file the Q1 filings on or before Dec. 18, 2025, or obtain a waiver in respect thereof, its current default under the senior credit agreement in respect of the Q1 filings will become an event of default. In the event the company is not able to file the annual filings on or before Jan. 1, 2026, or obtain a waiver in respect thereof, its current default under the senior credit agreement in respect of the annual filings will become an event of default. Until a default becomes an event of default, the company's senior lenders are not permitted to take action under the senior credit agreement. There is no assurance that the company will be able to obtain any such waiver.

Annual general and special meeting of shareholders

On Dec. 8, 2025, the company announced that it applied to the Ontario Superior Court of Justice for relief from the requirement under applicable law to send the annual financial statements to its shareholders not fewer than 21 days before its coming annual general and special meeting of shareholders, scheduled to be held on Dec. 31, 2025, or for alternative relief only if necessary. The application is scheduled to be heard on Friday, Dec. 12, 2025, at 2 p.m.

Update on required filings

The company has delivered to its auditor substantially all of the items that were noted in its press release of Nov. 26, 2025, as being outstanding. The company is addressing the remaining outstanding audit items and follow-up requests from its auditor, and is working closely with its auditor to allow it to complete the audit of the annual financial statements. At this time, the company continues to expect the audit of the annual financial statements to be complete during the week of Dec. 15, 2025. This expectation is based on the company's assumption that the company will be able to quickly address the remaining outstanding audit items and any follow-up requests.

The company is concurrently advancing the Q1 financial statements, such that it anticipates filing all of the required filings on the same date.

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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