DYE & DURHAM PROVIDES SHAREHOLDER UPDATES ON INITIATIVES FOR VALUE CREATION AND ANNOUNCES AMENDMENT TO SENIOR CREDIT AGREEMENT

Executive Summary

• Dye & Durham confirms launch of a formal strategic sale process, seeking expressions of interest for the whole company and its Canadian Financial Services Division.
• The company obtained a waiver from default under its senior credit agreement, extending the filing deadline for audited FY2025 and Q1 2025 financial statements to February 17 2026.
• Unconditional regulatory clearance has been received for the sale of Credas Technologies Ltd., with closing expected in early January 2026.

Key Details

• Strategic Review Process
• Strategic Committee, after advisor input, will commence a sale process targeting both the entire company and its Canadian Financial Services Division.

• Cormark Securities Inc. appointed as financial advisor; Canaccord Genuity Corp. also engaged.

• Credas Sale

• UK Investment Security Unit granted unconditional clearance; no further regulatory approvals required.

• Expected closing: early January 2026 (as previously disclosed).

• Amendment to Senior Credit Agreement

• Extension of filing deadline for FY2025 audited statements and Q1 2025 unaudited statements to Feb 17 2026 without triggering default.
• Redefinition of “Change of Control” removes carve‑out for existing insiders.
• Subsidiaries receiving assets from the Financial Services Business must become guarantors under the agreement.
• Net cash proceeds from any sale or IPO of the Financial Services Business will be applied per mandatory prepayment provisions.

• Company paid a consent fee to senior lenders; restricted payment baskets remain in place until filings are completed.

• Financial Statement Filing Timeline

• Audit of FY2025 statements expected to complete week of Dec 22 2025 pending resolution of outstanding audit items.

• Company aims to file both FY2025 audited statements and Q1 2025 unaudited statements, together with MD&A and CEO/CFO certifications, on the same date.

• Regulatory Impact

• Filing of required documents will be used to apply for revocation of the Failure‑to‑File Cease Trade Order (FFCTO) issued Dec 15 2025 by the Ontario Securities Commission.
• Upon FFCTO revocation, Dye & Durham’s common shares are expected to resume trading on the Toronto Stock Exchange.

Notable Quotes

• “The strategic review process and our ongoing sale of Credas position us to unlock value for shareholders while ensuring we maintain sufficient liquidity and compliance with our credit facilities,” – CEO (paraphrased from release).