Dye & Durham — M&A Activity 2022

Nov 11, 2022

THIS IS NOT A LETTER OF TRANSMITTAL. THIS NOTICE OF GUARANTEED DELIVERY IS FOR USE IN ACCEPTING THE OFFER BY DYE & DURHAM LIMITED TO PURCHASE UP TO $150,000,000 IN VALUE OF COMMON SHARES OF DYE & DURHAM LIMITED

NOTICE OF GUARANTEED DELIVERY

For Deposit of Common Shares of DYE & DURHAM LIMITED

under the Offer dated November 11, 2022 by Dye & Durham Limited

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. EASTERN TIME ON DECEMBER 16, 2022, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (THE “EXPIRY TIME”)

USE THIS NOTICE OF GUARANTEED DELIVERY IF YOU WISH TO ACCEPT THE OFFER BUT:

1. YOUR SHARE CERTIFICATE(S) ARE NOT IMMEDIATELY AVAILABLE;

2. YOU CANNOT COMPLETE THE BOOK-ENTRY TRANSFER PROCEDURES PRIOR TO THE EXPIRY TIME; OR

3. YOU ARE NOT ABLE TO DELIVER YOUR SHARE CERTIFICATE(S) AND ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY PRIOR TO THE EXPIRY TIME.

This Notice of Guaranteed Delivery (the “ Notice of Guaranteed Delivery ”), or a manually executed photocopy thereof, may be used to accept the offer (the “ Offer ”) made by Dye & Durham Limited (“ D&D ” or the “ Company ”) to purchase from holders (“ Shareholders ”) of Common Shares of D&D (the “ Shares ”) up to $150,000,000 in value of its Shares, pursuant to (i) auction tenders at prices specified by the depositing Shareholders of not less than $12.50 and not more than $15.00 per Share (“ Auction Tenders ”), as specified by such Shareholder, or (ii) purchase price tenders without specifying a price (“ Purchase Price Tenders ”), in either case upon the terms and subject to the conditions set forth in the offer to purchase dated November 11, 2022 (the “ Offer to Purchase ”) and accompanying circular (the “ Circular ” and together with the Offer to Purchase, collectively, the “ Offer and Circular ”) and in this Notice of Guaranteed Delivery and the letter of transmittal (the “ Letter of Transmittal ”). Use this Notice of Guaranteed Delivery only if (i) certificate(s) representing the Shares to be deposited are not immediately available, (ii) the book-entry transfer procedures set forth in Section 5 of the Offer to Purchase entitled “Procedure for Depositing Common Shares” cannot be completed prior to the Expiry Time, or (iii) time will not permit all required documents to reach Computershare Investor Services Inc. (the “ Depositary ”) prior to the Expiry Time. This Notice of Guaranteed Delivery may be hand delivered, couriered or transmitted by e-mail transmission or by mail to the office of the Depositary set forth below. See Section 5 of the Offer to Purchase entitled “Procedure for Depositing Common Shares”.

The terms and conditions of the Offer and Circular and the Letter of Transmittal form part of and are incorporated by reference into this Notice of Guaranteed Delivery. Capitalized words and defined terms used but not otherwise defined in this Notice of Guaranteed Delivery which are defined in the Offer and Circular have the respective meanings ascribed thereto in the Offer and Circular and grammatical variations thereof have corresponding meanings. All references to “$” and “dollars” in this Notice of Guaranteed Delivery mean Canadian dollars, unless otherwise indicated. However, a registered shareholder can instead elect to receive payment in U.S. dollars by checking the Box D, “Currency of Payment”, in which case such shareholder will have acknowledged and agreed that the exchange rate for one Canadian dollar expressed in U.S. dollars will be based on the prevailing market rate(s) available to the Depositary on the date of the currency conversion. All risks associated with the currency conversion from Canadian dollars to U.S. dollars including risks relating to change in rates, the timing of exchange or the selection of a rate for exchange, and all costs incurred with the currency conversion are for the registered shareholder’s sole account and

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will be at such shareholder’s sole risk and expense, and neither D&D nor Computershare Investor Services Inc. or their affiliates are responsible for any such matters.

Any questions or requests for assistance may be directed to the Depositary at its Toronto, Ontario office address set forth in this Notice of Guaranteed Delivery or at Toll Free: 1-800-564-6253 or E-mail: depositoryparticipant@computershare.com. Additional copies of the Offer and Circular, the Letter of Transmittal and this Notice of Guaranteed Delivery may be obtained from the Depositary. Manually executed photocopies of the Letter of Transmittal and this Notice of Guaranteed Delivery will be accepted. Shareholders may also contact their investment dealer, stock broker, commercial bank, trust company, or other nominee for assistance concerning the Offer.

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN THE TORONTO, ONTARIO ADDRESS OF THE DEPOSITARY SET FORTH IN THIS DOCUMENT WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS NOTICE OF GUARANTEED DELIVERY IN THE APPROPRIATE SPACE PROVIDED BELOW AND MUST INCLUDE A GUARANTEE BY AN ELIGIBLE INSTITUTION, AND MUST DELIVER A LETTER OF TRANSMITTAL AND THE CERTIFICATE(S) REPRESENTING YOUR SHARES TO THE TORONTO, ONTARIO OFFICE ADDRESS OF THE DEPOSITARY, AS MORE FULLY DESCRIBED BELOW.

WHEN AND HOW TO USE THIS NOTICE OF GUARANTEED DELIVERY

If a Shareholder wishes to deposit Shares pursuant to the Offer and (i) cannot deliver certificates for such Shares, (ii) the book-entry transfer procedures described in the Offer and Circular cannot be completed prior to the Expiry Time, or (iii) time will not permit all required documents to reach the Depositary prior to the Expiry Time, such Shares may nevertheless be deposited if all the following conditions are met:

• a) such deposit is made by or through an Eligible Institution (as defined below);

• b) this properly completed and duly executed Notice of Guaranteed Delivery, or a manually executed photocopy thereof, is received by the Depositary at its office in Toronto, Ontario as set out in this Notice of Guaranteed Delivery, prior to the Expiry Time; and

• c) the certificates for all deposited Shares in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal, or a manually executed photocopy thereof, relating to such Shares, with signatures guaranteed by an Eligible Institution if so required in accordance with the Letter of Transmittal, and any other documents required by the Letter of Transmittal, are received by the Depositary at its Toronto, Ontario office address before 5:00 p.m. Eastern time on or before the second trading day on the TSX after the Expiration Date.

This Notice of Guaranteed Delivery may be delivered by hand, couriered or transmitted by e-mail transmission or by mail to the office of the Depositary in Toronto, Ontario, as set out in this Notice of Guaranteed Delivery, and must include a guarantee by an Eligible Institution in the form set forth in this Notice of Guaranteed Delivery. Delivery of this Notice of Guaranteed Delivery and the Letter of Transmittal and accompanying certificate(s) representing Shares and all other required documents to any office other than the Toronto, Ontario office of the Depositary specified in this Notice of Guaranteed Delivery does not constitute delivery for purposes of satisfying a guaranteed delivery.

An “ Eligible Institution ” means a Canadian Schedule I chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.

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TO: DYE & DURHAM LIMITED

AND TO: COMPUTERSHARE INVESTOR SERVICES INC., as Depositary

By Hand, Courier or Registered By Regular Mail: Mail: Computershare Investor Services Inc. 100 University Avenue, 8[th] Floor P.O. Box 7021 Toronto, Ontario 31 Adelaide Street East M5J 2Y1 Toronto, Ontario Canada M5C 3H2 Attention: Corporate Actions Canada Attention: Corporate Actions

By Email: depositoryparticipant@computershare.com

This Notice of Guaranteed Delivery may be hand delivered, couriered or transmitted by e-mail transmission or by mail to the office of the Depositary set forth above and must include a guarantee by an Eligible Institution in the form set forth in this Notice of Guaranteed Delivery. Delivery of this Notice of Guaranteed Delivery to an address, or e-mail transmission of this Notice of Guaranteed Delivery to an e-mail address, other than as set forth above, does not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures on the Letter of Transmittal. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution, such signature must appear on the applicable space on the Letter of Transmittal.

DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. SHARE CERTIFICATES MUST BE SENT WITH YOUR LETTER OF TRANSMITTAL.

The undersigned hereby deposits to the Company, upon the terms and subject to the conditions set forth in the Offer and Circular and the related Letter of Transmittal and this Notice of Guaranteed Delivery, receipt of which is hereby acknowledged, the number of Shares indicated below pursuant to the guaranteed delivery procedures set forth in Section 5 of the Offer to Purchase entitled “Procedure for Depositing Common Shares”. The following are the details of the deposited Shares:

BOX 1	BOX 1	BOX 1	BOX 1
COMMON SHARES (Pleaseprint or type. If space is insufficient, please attach a list to this Notice of Guaranteed Delivery in the form below.)*
Certificate Number(s) (If available)	Name(s) in which Registered (please print and fill in exactly as name(s) appear(s) on certificate(s)	Number of Shares Represented by Certificate	Number of Shares Deposited*
TOTAL:
* Unless otherwise indicated, the number of Shares evidenced by all certificates referenced above will be deemed to have been deposited. If you wish to deposit fewer than all of the Shares evidenced by all certificates listed above, indicate in the fourth column the number of Sharesyou wish to deposit. See Instruction 9 of the Letter of Transmittal.

• Unless otherwise indicated, the number of Shares evidenced by all certificates referenced above will be deemed to have been deposited. If you wish to deposit fewer than all of the Shares evidenced by all certificates listed above, indicate in the fourth column the number of Shares you wish to deposit. See Instruction 9 of the Letter of Transmittal.

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IMPORTANT: This Notice of Guaranteed Delivery (or a manually executed photocopy thereof), properly completed and duly executed and guaranteed by an Eligible Institution, must be received by the Depositary at its Toronto, Ontario office address prior to the Expiry Time. Thereafter, the certificate(s) representing the deposited Shares along with the properly completed and duly executed Letter of Transmittal and all other documents required by the Letter of Transmittal must be received by the Depositary at its Toronto, Ontario office address before 5:00 p.m. Eastern time on or before the second trading day on the TSX after the Expiration Date.

Delivery of the Notice of Guaranteed Delivery and the Letter of Transmittal and accompanying certificate(s) representing Shares and all other required documents to any office other than the Toronto, Ontario office of the Depositary specified in this Notice of Guaranteed Delivery does not constitute delivery for purposes of satisfying a guaranteed delivery.

The Eligible Institution which completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such institution.

The undersigned understands and acknowledges that payment for Shares deposited and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificate(s) for such Shares, a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) relating to such Shares, with the signatures guaranteed if required, and all other documents required by the Letter of Transmittal before 5:00 p.m. Eastern time on or before the second trading day on the TSX after the Expiration Date. The undersigned also understands and acknowledges that under no circumstances will interest accrue or be paid by the Company or the Depositary to persons depositing Shares regardless of any delay in making payment for any Shares or otherwise, including any delay in making payment to any person using the guaranteed delivery procedures, and that payment for Shares deposited pursuant to the guaranteed delivery procedures will be the same as that for Shares delivered to the Depositary on or prior to the Expiration Date, even if the Shares to be delivered pursuant to the guaranteed delivery procedures set forth in Section 5 of the Offer to Purchase entitled “Procedure for Depositing Common Shares”, are not so delivered to the Depositary at such date and, therefore, payment by the Depositary on account of such Shares is not made until after the date the payment for the deposited Shares accepted for payment pursuant to the Offer is to be made by the Company.

All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery is irrevocable and may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by applicable law, survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

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SHAREHOLDER SIGNATURE(S)

______Signature(s) of Registered Shareholder(s) ______

______Name(s) of Registered Shareholder(s) (print or type)

______ ______Address(es)

______Postal Code/Zip Code

______ Date

______Daytime Telephone Number

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a Canadian Schedule I chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP), guarantees to deliver to the Depositary at its address set forth in this Notice of Guaranteed Delivery, the certificate(s) representing the Shares deposited hereby, in proper form for transfer, with delivery of a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) and any other required documents, before 5:00 p.m. Eastern time on or before the second trading day on the TSX after the Expiration Date.

Name of Firm ____ Address of Firm ________

Authorized Signature

Name

_____(please type or print) ______ Title ______ _______ Date ______(Postal Code or Zip Code) _______

Area Code and Tel. No. _____

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The undersigned understands that it should indicate whether the Shares are deposited pursuant to an Auction Tender or a Purchase Price Tender by completing Box A, “Type of Tender”. If you do not specify whether the tender is an Auction Tender or Purchase Price Tender, you will be deemed to have made a Purchase Price Tender. The tender information specified in this Notice of Guaranteed Delivery will, in all circumstances, take precedence over any inconsistent tender information that is specified in the related Letter of Transmittal that is subsequently deposited.

BOX A TYPE OF TENDER

 An Auction Tender (Please complete Box B)  A Purchase Price Tender

*** Failure to complete Box A or failure to check a box indicating the price per Share at which Shares are being tendered in Box B will result in the Shares being tendered pursuant to a Purchase Price Tender.**

BOX B BOX C AUCTION TENDER ODD LOTS PRICE (IN CANADIAN DOLLARS) PER SHARES (See Instruction 6 of the Letter of Transmittal) AT WHICH SHARES ARE BEING DEPOSITED

This box MUST be completed if Shares are being deposited pursuant to an Auction Tender. Any Shares tendered pursuant to a Notice of Guaranteed Delivery that indicates more than one price for Shares tendered pursuant to an Auction Tender will be deemed to have been tendered at the lowest applicable price indicated.

To be completed ONLY if Shares are being deposited by or on behalf of persons owning beneficially an aggregate of fewer than 100 Shares (being an “ Odd Lot ”) as of the close of business on the Expiration Date.

The undersigned either (check one):

Shade the appropriate box to indicate an Auction Tender price (prices are in increments of $0.10). Check only one box. If more than one box is checked, or if no box is checked, there is no proper deposit of Shares for purposes of an Auction Tender and the Shares tendered will be deemed pursuant to a Purchase Price Tender.

 will be the beneficial owner of an aggregate of fewer than 100 Shares as of the close of business on the Expiration Date, all of which are deposited, or

purposes of an A	purposes of an A	purposes of an A	u	ction Tender	an	d the Shares		is a broker, dealer, commercial bank, trust
tendered will be deemed pursuant to a Purchase								company or other nominee that (i) is depositing, for
Price Tender.								the beneficial owners thereof, Shares with respect to
								which it is the record owner, and (ii) believes, based
PRICE MUST BE IN CANADIAN DOLLARS								upon representations made to it by each such
								beneficial owner, that such beneficial owner will
		$12.50		$13.40		$14.30		own an aggregate of fewer than 100 Shares as of the
		$12.60		$13.50		$14.40		close of business on the Expiration Date and is
		$12.70		$13.60		$14.50		depositing all of such Shares.
		$12.80		$13.70		$14.60
		$12.90		$13.80		$14.70
		$13.00		$13.90		$14.80
		$13.10		$14.00		$14.90
		$13.20		$14.10		$15.00
		$13.30		$14.20

Total Number of Shares Being Deposited at Above Checked Price _________

If portions of shareholdings are being deposited at different prices, use a separate Notice of Guaranteed Delivery for each price specified. See Instruction 5 of the Letter of Transmittal for further details.

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BOX D CURRENCY OF PAYMENT

By electing to receive payment in another currency, the undersigned acknowledges that (a) the exchange rate used will be the rate established by the Depositary, in its capacity as foreign exchange service provider to D&D, on the date the funds are converted; (b) the risk of any fluctuation in such rate will be borne by the undersigned; and (c) the Depositary may earn commercially reasonable spread between its exchange rate and the rate used by any counterparty from which it purchases the elected currency.

Failure to make an election will result in any cash payment under the arrangement being paid in CAD

Check here if you wish to receive payment in United States Dollars.

The Depositary for this Offer is: Computershare Investor Services Inc.

By Regular Mail:

By Hand, Courier or Registered Mail:

Computershare Investor Services Inc. P.O. Box 7021 31 Adelaide Street East Toronto, Ontario M5C 3H2 Canada Attention: Corporate Actions

100 University Avenue, 8[th] Floor Toronto, Ontario M5J 2Y1 Canada Attention: Corporate Actions

Toll Free (Canada & U.S.): 1-800-564-6253 Telephone (Outside North America): 1-514-982-7512 Website: https://www.computershare.com/ca/en E-mail: corporateactions@computershare.com

Any questions or requests for assistance may be directed to the Depositary at the addresses and telephone numbers set forth above. Additional copies of the Offer to Purchase and Circular, the Letter of Transmittal and this Notice of Guaranteed Delivery may be obtained from the Depositary. Manually executed photocopies of the Letter of Transmittal and this Notice of Guaranteed Delivery will be accepted. Shareholders may also contact their investment dealer, stock broker, commercial bank, trust company or other nominee for assistance concerning the Offer.

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