Dye & Durham Enters into Cooperation Agreement with Blacksheep

• Blacksheep agrees to support Company nominees at 2024 & 2025 annual meeting
• Company is grateful to Blacksheep for constructive and thoughtful engagement

TORONTO, Oct. 15, 2024 /CNW/ - Dye & Durham Limited (the "Company" or "Dye & Durham") (TSX: DND) today announced that the Company has entered into a cooperation agreement (the "Cooperation Agreement") with Blacksheep Fund Management Ltd. (together with affiliates, "Blacksheep"). Blacksheep Master Fund Limited, managed by Blacksheep, owns approximately 5.91% of the outstanding shares of the Company.

Under the terms of the Cooperation Agreement, Blacksheep shall have the right to designate one individual (the "Investor Nominee") who will be appointed to the Company's board of directors (the "Board"), with immediate effect upon his or her designation.

In connection with the Cooperation Agreement, Blacksheep will receive certain nomination rights, and has agreed to customary standstill, voting support and other customary terms and conditions. The parties have further agreed to a construct whereby they would mutually identify a new independent director nominee for the Board (the "Independent Nominee"). The Independent Nominee is intended to have a background that may include information services and/or SaaS, legal and financial services, capital allocation, and operational experience and expertise.

"Dye & Durham has successfully transformed the global legal technology industry, led the disruption of a disjointed customer experience for legal and business professionals, and delivered significant compounded annual growth since its IPO. We look forward to continuing to work collaboratively with Blacksheep and our other constructive stakeholders to execute on our strategy and drive value across our business," said Matt Proud, Chief Executive Officer, Dye & Durham.

"We are pleased to have reached an agreement with Blacksheep that provides for additional Board refreshment, and allows the Company to remain focused on driving value for all its stakeholders. Dye & Durham is grateful to Blacksheep for its constructive and thoughtful engagement with the Board," said Colleen Moorehead, Chair of the Board.

"We appreciate the Board's responsiveness to our engagement. Blacksheep is pleased to have reached an agreement with Dye & Durham that will provide an infusion of expertise and fresh perspective to Board deliberations," said Alex Fortune, Chief Investment Officer of Blacksheep. "We believe Dye & Durham has built an incredible business, with a unique long term value creation opportunity. We are confident that the new Board members will be world-class additions – disciplined capital allocators who can support the Board and management in unlocking this value. We are excited to be part of Dye & Durham's future."

The Company acknowledges that Blacksheep has engaged constructively throughout the process with the Board and management team, for the benefit of all stakeholders. The Company looks forward to a continued collaborative and constructive relationship going forward.

Advisors

Dye & Durham has retained Goldman Sachs as its financial advisor, Goodmans LLP and Groia & Company as its legal advisors, and Gagnier Communications LLC and Sovereign Advisory Inc. as its strategic communications advisors.

Blacksheep retained Fasken Martineau DuMoulin LLP as its legal advisor.

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, and Australia.

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

ABOUT BLACKSHEEP FUND MANAGEMENT LTD.

Blacksheep Fund Management Ltd. is an investment manager based in Dublin, Ireland that invests the capital of institutions such as university endowments and foundations.

Forward-Looking Statements

This press release may contain forward-looking information 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. 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 Dye & Durham'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 Dye & Durham'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.

SOURCE Dye & Durham Limited