Dye & Durham Announces Failure-to-File Cease Trade Order

Executive Summary

• The Ontario Securities Commission issued a Failure‑to‑File Cease Trade Order (FFCTO) against Dye & Durham Limited after the company missed filing its FY 2025 audited financial statements and Q1 FY 2026 interim statements.
• The prior Management Cease Trade Order (MCTO) was revoked, and the FFCTO now prohibits all trading of the company’s securities in Canada until required filings are completed.
• The FFCTO may be lifted if Dye & Durham files the outstanding documents within 90 days; otherwise the company must apply to the OSC for revocation.

Key Details

• Regulatory Action: Ontario Securities Commission (OSC) issued an FFCTO pursuant to National Policy 11‑207 due to failure to file FY 2025 audited consolidated financial statements, MD&A, and CEO/CFO certificates.
• Outstanding Filings:
• FY 2025 audited consolidated financial statements, MD&A, and CEO/CFO certifications (collectively “Annual Filings”).
• Q1 FY 2026 unaudited consolidated financial statements, MD&A, and CEO/CFO certifications (collectively “Q1 Filings”).
• Previous Order: An MCTO had been in place, prohibiting the CEO and CFO from trading or acquiring company securities until two business days after receipt of the required filings. The OSC extended this MCTO to 13 December 2025; the extension was not met.
• Current Restrictions: The FFCTO bars any person from trading Dye & Durham securities in all Canadian jurisdictions while it remains in effect, with limited exceptions for non‑insider beneficial holders selling pre‑15 Dec 2025 shares via a foreign organized regulated market and an approved dealer.
• Put Contract Exception: Specified put contracts may be exercised by eligible parties not considered insiders or control persons at the time of the FFCTO.
• Duration & Revocation Path: The FFCTO stays in force until the required filings are made. If filed within 90 days of the order date, the filing itself constitutes an application to revoke the FFCTO. If not filed within that window, Dye & Durham must apply to the OSC for revocation.
• Forward‑Looking Statements: The release includes forward‑looking statements regarding the company’s ability to complete and file the outstanding documents and to have the FFCTO lifted.

Notable Quotes

(No direct quotes from executives were provided in the release.)