OneMove to Nominate Five Directors to Bring Stability to Dye & Durham and Reverse Engine Capital's Value Destruction

Major shareholder calls for removal of the remainder of Engine Capital's failed Board after a year of broken promises, a stalled sales process, and negative results

The Engine appointed Board has overseen a share price decline of close to 90% in less than one year, and led the business to default on its debt

OneMove's nominees will immediately stabilize the business and work to enhance value for all shareholders with an independent committee undertaking a proper sales process

BRIDGETOWN, Barbados, Nov. 21, 2025 /CNW/ - OneMove Capital Ltd. ("OneMove"), a major shareholder of Dye & Durham Limited ("Dye & Durham" or the "Company") (TSX: DND), today announced it will nominate five highly qualified directors for election to the Company's board of directors (the "Board") at its annual general and special meeting set to be held December 31, 2025 (the "Annual Meeting"). OneMove's nominees include Edward Smith, David Giannetto, Allen Taylor, Tyler Proud and Ronnie Wahi.

Premium Offers to Acquire Dye & Durham in 2025, All Rejected by the Engine Board (CNW Group/OneMove Capital Ltd.)

"OneMove is calling for a full refresh of Dye & Durham's board," said Tyler Proud, CEO of OneMove. "The directors installed by Engine Capital ('Engine') have presided over a year of instability, strategic missteps and a significant share price decline. Their poor leadership has harmed the business, and yesterday's attempt by Former Chairman Arnaud Ajdler to hand-pick his own replacement is consistent with the same approach that created the problem. Dye & Durham needs a new, capable board now, and OneMove is putting those directors forward today."

Under the Engine-led Board, Dye & Durham has lost close to 90% percent of its market value, erasing more than $1.2 billion in shareholder wealth. The share price decline stems from a combination of missteps, including the following:

• The Board has driven the organization into chaos, triggering an exodus of key employees and crippling the finance function's ability to deliver even the most basic financial reporting. Over the last year, Engine has churned through executives and is now on its fourth CEO and third CFO, collapsing institutional knowledge across the Company and contributing to the Board's failure to file financial statements on time, which has pushed Dye & Durham into default and created entirely avoidable risk for shareholders.
• The Company has been damaged by the Board's weak leadership. An irresponsible strategy, kicked off by Engine-appointed interim CEOs Hans Geiskes and Sid Singh, of dropping price and spending recklessly, has gutted the business. Preliminary results now show a sharp 25 percent drop in EBITDA in the most recent quarter, and a worsening outlook (which management doesn't see improving until fiscal 2027), forcing the Company to sell some of its best and most strategic assets to avoid breaching its debt covenants.
• OneMove believes the Board has misled shareholders about its commitment to a strategic review. The Board announced a strategic review in July yet has done nothing to advance it. They have not hired a financial advisor, aside from a brief few-day period in which an advisor accepted the mandate and then quit. At the same time, the Board rejected three separate premium offers this year without engaging in any discussions, shutting shareholders out of substantial value. Months later, there is still no process, no advisor and no evidence the Board can run a credible review. This failure has left shareholders without a path to realizing value and shows the Board is unqualified to oversee such a process.

OneMove's Plan is Clear

The OneMove nominees recognize the urgent need for action at Dye & Durham and will oversee a comprehensive plan to restore shareholder value. Key elements of the OneMove plan include:

• Immediately reduce the costs that have been unnecessarily added to the business over the last 12 months.
• Immediately move to stabilize the business, work with management to complete and release the overdue financial statements and ensure the Company is back onside with its debt covenants.
• Halt the revenue decline by focusing on securing and renewing high-priority customers and solidifying public sector contracts.
• Once the business is stable and compliant, an independent committee will begin a real strategic review as quickly as possible, giving shareholders a credible path to realizing value.

OneMove has worked tirelessly for weeks to reach a constructive settlement with the Engine-led Board, believing it was in the Company's best interest to avoid a costly proxy fight. We negotiated in good faith, relying on repeated assurances that an agreement was imminent and honoring specific requests from Former Chairman Arnaud Ajdler and Former Governance Chair Eric Shahinian to delay publicly proposing our slate. Unfortunately, yesterday's actions make it clear that these individuals care more about preserving their own reputations than they do about the interests of Dye & Durham shareholders.

"We have no choice but to act to protect our investment and the interests of all shareholders," added Mr. Proud. "The Engine-led Board has left the business unstable, the financials incomplete and the strategic review stalled. Our five nominees bring the expertise and judgment required to restore order, rebuild financial discipline and ensure a credible path forward. They will work with CEO George Tsivin, and his team, to get the Company back on track and stabilize operations after the challenges experienced under this Board. An independent committee will then oversee a proper strategic review that the current Board has proven unwilling or unable to conduct."

More Details on OneMove's Nominees

OneMove's nominees included seasoned executives with proven transformational and technology company experience. Most relevant to Dye & Durham's situation, their collective accomplishments include business turnarounds, creating value at software companies, dealing with highly levered situations, leading successful company sale processes, extensive capital markets experience, and a deep familiarity with the Company to restore the institutional knowledge that has been absent with the current Board.

• Edward Smith is currently Executive Chairman of SMTC Inc., a global electronics manufacturing services corporation. He served as CEO from 2017 to 2024 and led a turnaround highlighted by revenue increasing from US$136 million to US$600 million and a 5X return for shareholders realized through the sale of the company in 2021. From 2004 to 2016, Mr. Smith held several senior executive roles at Avnet Inc., a Fortune 500 technology distributor which generated US$27.9 billion of revenue during his last year with the company. He was previously president and CEO of SMTEK International from 2001-04. Mr. Smith has served on the board of directors of SMTEK, Aqua Metals Inc., Data I/O, ERA, Masters Electronics, and the We Will Never Forget Foundation.
• David Giannetto is an experienced software leader with over 35 years of direct leadership experience creating value by driving company growth, improving financial metrics, creating operational efficiencies, and enacting industry-changing strategies. He was most recently CEO of Netchex, a private equity-backed SaaS company offering human resources and administration solutions. From 2019-24 he served as CEO of WorkWave, a SaaS-based field service management company, where he grew revenue from US$52 million to nearly US$500 million and improved market value from US$300 million to more than US$2 billion. Mr. Giannetto is a published author of two books on business theory and an adjunct professor at the Executive MBA program of Rutgers University.
• Allen Taylor is President of GTD Partners, a consulting and advisory firm focused on providing operational and financial advisory and investment management services to a wide range of clients. Prior to this, Mr. Taylor held various key positions throughout an extensive career at Brookfield Asset Management, a leading global alternative asset manager, where he specialized in complex operational and financial turnarounds as well as portfolio management. Mr. Taylor is a Chartered Accountant whose experience and leadership has been integral in managing complex financial structures and fostering sustainable businesses that return value to investors. Mr. Taylor serves on the Board of Tucows Inc., a Nasdaq and TSX listed company, and also serves on its compensation committee and as Chair of its audit committee.
• Tyler Proud is the CEO of OneMove Capital, a private investment firm, and a seasoned technology entrepreneur with extensive experience in vertical market software. Mr. Proud brings deep institutional knowledge to the slate as a Co-Founder, former Chair of the Board, and former Chief Strategy Officer of Dye & Durham. He is also Co-Founder and Executive Chairman of Avesdo Technologies, a leading real estate software company. His expertise in legal and real estate technology, combined with his direct history of value creation at Dye & Durham, positions him to restore the strategic direction absent from the current Board. Mr. Proud holds an MBA from the University of Toronto.
• Ronnie Wahi brings over three decades of expertise in finance, operations, and M&A, with a proven ability to guide businesses from inception through growth, transition, and successful exit strategies. He has served on the boards of both private and publicly traded companies, including the Dye & Durham Board from 2021-24, where he chaired the Audit Committee and participated on the Governance and Nominating Committee. Mr. Wahi was a founding shareholder and CFO of Dye & Durham from 2014-18, where he led the Company's strategic financial management, orchestrated numerous acquisitions and guided the organization through its initial public offering. Mr. Wahi previously built and operated several technology ventures that were subsequently acquired and integrated into larger organizations. He continues to manage private investments while providing strategic advisory services. Mr. Wahi holds a BSc in Computing Science from Staffordshire University in England and earned his CPA designation in British Columbia.

OneMove expects to file a circular in the coming weeks and issue other materials to further communicate its case for change at Dye & Durham and its vision for creating shareholder value.

About OneMove Capital Ltd.

OneMove Capital Ltd. is a private investment firm focused on unlocking value in technology-enabled businesses through disciplined governance, strategic oversight, and long-term shareholder alignment.

Information in Support of Public Broadcast Exemption under Canadian Law

The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws. Shareholders of the Company are not being asked at this time to execute a proxy in favour of OneMove's director nominees or in respect of any other matter to be acted upon at the Annual Meeting. In connection with the Annual Meeting, OneMove intends to file a dissident information circular in due course in compliance with applicable corporate and securities laws. Notwithstanding the foregoing, OneMove has voluntarily provided in, or incorporated by reference into, this press release the disclosure required under section 9.2(4) of NI 51-102 – Continuous Disclosure Obligations ("NI 51-102") and has filed a document (the "Document") containing disclosure prescribed by applicable corporate law and disclosure required under section 9.2(6) of NI 51-102 in respect of OneMove's director nominees, in accordance with corporate and securities laws applicable to public broadcast solicitations. The Document is hereby incorporated by reference into this press release and is available under the Company's profile on SEDAR+ at www.sedarplus.ca. The registered office of the Company is 25 York Street, Suite 1100 Toronto, Ontario M5J 2V5.

None of OneMove, any other "dissidents" within the meaning of the Ont. Reg. 62 of the Business Corporations Act (Ontario) and any partner, officer, director and control person of such "dissidents" (collectively, the "OneMove Group") is requesting that Company shareholders submit a proxy at this time. Once formal solicitation of proxies in connection with the Annual Meeting has commenced, proxies may be revoked in accordance with subsection 110(4) of the Business Corporations Act (Ontario) by a registered holder of Company shares: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the accompanying form of proxy; (b) by depositing an instrument in writing that is signed by the shareholder or an attorney who is authorized by a document that is signed in writing or by electronic signature; (c) by transmitting by telephonic or electronic means a revocation that is signed by electronic signature in accordance with applicable law, as the case may be: (i) at the registered office of the Company at any time up to and including the last business day preceding the day the Annual Meeting or any adjournment or postponement of the Annual Meeting is to be held, or (ii) with the chair of the Annual Meeting on the day of the Annual Meeting or any adjournment or postponement of the Annual Meeting; or (d) in any other manner permitted by law. In addition, proxies may be revoked by a non-registered holder of Company shares at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.

The costs incurred in the preparation and mailing of any circular or proxy solicitation by OneMove and any other participants named herein will be borne directly and indirectly by the OneMove Group. However, to the extent permitted under applicable law, the OneMove Group intends to seek reimbursement from the Company of all expenses incurred in connection with the solicitation of proxies for the election of OneMove's nominees at the Annual Meeting.

This press release and any solicitation made by OneMove is, or will be, as applicable, made by such parties, and not by or on behalf of the management of the Company. Proxies may be solicited by proxy circular, mail, telephone, email or other electronic means, as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Engine who will not be specifically remunerated therefor. In addition, OneMove may solicit proxies by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws, and may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on their behalf.

No member of the OneMove Group nor any of their associates or affiliates has or has had any material interest, direct or indirect, in any transaction since the beginning of the Company's last completed financial year or in any proposed transaction that has materially affected or will or would materially affect the Company or any of the Company's affiliates. Given the significant governance issues at the Company, OneMove, as a shareholder, supported the Board meaningfully engaging with Plantro's September offer and anticipated that, if completed, OneMove would roll its shares into such transaction. No member of the OneMove Group nor any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Annual Meeting, other than the election of directors.

Disclaimer for Forward-Looking Information

Statements contained herein that are not historical facts constitute "forward-looking statements" and "forward-looking information" (together, "forward-looking statements") within the meaning of applicable securities laws that reflect OneMove's current expectations, assumptions, and estimates of future events, performance and economic conditions. Such forward-looking statements rely on the safe harbor provisions of applicable securities laws. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements and there can be no assurance that the Company's securities will trade at the prices that may be implied herein, and there can be no assurance that any opinion or assumption herein is, or will be proven, correct. Words and phrases such as "anticipate," "believe," "create," "drive," "expect," "forecast," "future," "growth," "intend," "hope," "opportunity," "plan," "confident," "restore," "reduce," "potential," "proposal," "unlock," "upside," "will," "would," and similar words and phrases are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements concerning: the anticipated financial and operating performance of Dye & Durham; anticipated changes to Dye & Durham's debt levels and financial ratios; the outcome of the Annual Meeting; the release of a transition plan and go-forward strategy; anticipated EBITDA; and achieving organic growth, free cash flow generation and leverage reduction. Such forward-looking statements are not guarantees of future performance or actual results, and readers should not place undue reliance on any forward-looking statement as actual results may differ materially and adversely from forward-looking statements. All forward-looking statements contained herein are made only as of the date hereof, and OneMove disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which Engine hereafter becomes aware, except as required by applicable law.

SOURCE OneMove Capital Ltd.

Contact Information: OneMove Capital Ltd., Email: [email protected], Phone: [phone]