Dexterra Announces Renewal of Normal Course Issuer Bid

Toronto, Ontario--(Newsfile Corp. - May 21, 2025) - Dexterra Group Inc. (TSX: DXT) ("Dexterra") is pleased to announce that the Toronto Stock Exchange ("TSX") has approved its notice of intention to renew its normal course issuer bid ("NCIB"). Pursuant to the terms of the NCIB, commencing on May 23, 2025 and expiring on May 22, 2026, Dexterra may purchase its own common shares for cancellation through the facilities of the TSX or alternative Canadian trading systems, in accordance with the applicable requirements, and as otherwise permitted under applicable securities laws. The maximum number of common shares which may be purchased by Dexterra during the NCIB will not exceed 3,115,173 common shares being five percent (5%) of 62,303,472 (representing the number of issued and outstanding common shares as of May 12, 2025). The average daily trading volume (the "ADTV") of the common shares on the TSX for the six-month period ended April 30, 2025 was 26,265 common shares. Under the rules of the TSX, Dexterra is entitled to repurchase during the same trading day on the TSX up to 25% of the ADTV of the common shares, being 6,566 common shares, except where such purchases are made in accordance with the "block purchase" exemption under applicable TSX policy.

In addition to providing shareholders liquidity, Dexterra believes that the common shares have been trading in a price range which does not adequately reflect their value in relation to Dexterra's business and its future prospects. Dexterra further believes that the purchase of the common shares through the NCIB, at appropriate times, constitutes an attractive investment.

Under its prior NCIB that commenced on May 23, 2024 and terminates on May 22, 2025, Dexterra previously sought and received approval from the TSX to repurchase up to 3,207,361 common shares. During and pursuant to its previously authorized NCIB, to date Dexterra has purchased an aggregate of 2,086,900 common shares through the facilities of the TSX and alternative Canadian trading systems at a weighted-average price of C$7.1921 per common share, for total cash consideration of C$15,009,121.91. Dexterra has not repurchased the maximum allowance under the prior NCIB due to a combination of factors, including daily trading limits.

Dexterra also announces that it is entering into an automatic share purchase plan (the "ASPP") with a designated broker to allow for the purchase of its common shares under its NCIB at times when Dexterra normally would not be active in the market due to applicable regulatory restrictions or internal trading black-out periods. Before the commencement of any particular internal trading black-out period, Dexterra may, but is not required to, instruct its designated broker to make purchases of the common shares under the NCIB during the ensuing black-out period in accordance with the terms of the ASPP. Such purchases will be determined by the broker in its sole discretion based on parameters established by Dexterra prior to commencement of the applicable black-out period in accordance with the terms of the ASPP and applicable TSX rules. Outside of these black-out periods, common shares will be purchasable by Dexterra at its discretion under its NCIB.

The NCIB and ASPP is effective as of May 23, 2025 and will terminate on the earliest of the date on which: (a) the maximum annual purchase limit under the NCIB has been reached; (b) the NCIB expires; or (c) Dexterra terminates the ASPP in accordance with its terms. The ASPP constitutes an "automatic securities purchase plan" under applicable Canadian securities laws.

About Dexterra

Dexterra employs more than 9,000 people, delivering a range of support services for the creation, management, and operation of infrastructure across Canada and the U.S.

Powered by people, Dexterra brings best-in-class regional expertise to every challenge and delivers innovative solutions, giving clients confidence in their day-to-day operations. Activities include a comprehensive range of integrated facilities management services, industry-leading workforce accommodation solutions, and other support services for diverse clients in the public and private sectors.

You can also visit our website at dexterra.com.

Forward-Looking Information

Certain statements contained in this news release may constitute forward-looking information under applicable securities law. Forward-looking information may relate to Dexterra's future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as "continue"; "forecast"; "may"; "will"; "project"; "could"; "should"; "expect"; "plan"; "anticipate"; "believe"; "outlook"; "target"; "intend"; "estimate"; "predict"; "might"; "potential"; "continue"; "foresee"; "ensure" or other similar expressions concerning matters that are not historical facts. In particular, statements regarding Dexterra's future purchases under the NCIB are forward-looking statements. These statements are based on certain factors and assumptions, including expected growth, market recovery, results of operations, performance and business prospects and opportunities regarding Dexterra. While management considers these assumptions to be reasonable based on information currently available to Dexterra, they may prove to be incorrect. Forward-looking information is also subject to certain known and unknown risks, uncertainties and other factors that could cause Dexterra's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information, including, but not limited to: the ability to retain clients, renew existing contracts and obtain new business; an outbreak of contagious disease that could disrupt its business; the highly competitive nature of the industries in which Dexterra operates; outsourcing of services trends; reliance on suppliers and subcontractors; cost inflation; U.S. tariff impacts; volatility of industry conditions could impact demand for its services; a reduction in the availability of credit could reduce demand for Dexterra's products and services; Dexterra's significant shareholder may substantially influence its direction and operations and its interests may not align with other shareholders; its significant shareholder's 51% ownership interest may impact the liquidity of the common shares; cash flow may not be sufficient to fund its ongoing activities at all times; loss of key personnel; the failure to receive or renew permits or security clearances; significant legal proceedings or regulatory proceedings/changes; environmental damage and liability is an operating risk in the industries in which Dexterra operates; climate changes could increase Dexterra's operating costs and reduce demand for its services; liabilities for failure to comply with public procurement laws and regulations; any deterioration in safety performance could result in a decline in the demand for its products and services; failure to realize anticipated benefits of acquisitions and dispositions; inability to develop and maintain relationships with Indigenous communities; the seasonality of Dexterra's business; inability to restore or replace critical capacity in a timely manner; reputational, competitive and financial risk related to cyber-attacks and breaches; failure to effectively identify and manage disruptive technology; economic downturns can reduce demand for Dexterra's services; its insurance program may not fully cover losses. Additional risks and uncertainties are described in Note 23 to the financial statements contained in Dexterra's most recent annual report filed with securities regulatory authorities in Canada and available on SEDAR+ at sedarplus.ca. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Dexterra is under no obligation and does not undertake to update or alter this information at any time, except as may be required by applicable securities law.

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