Dye & Durham still working on late financials

Executive Summary

• Dye & Durham Ltd. has announced a further delay in filing its audited consolidated financial statements for fiscal year 2025 and its Q1 2026 quarterly unaudited statements due to the auditor requiring additional time to review historical accounting practices regarding revenue recognition under prior management.
• The company will apply to the Ontario Superior Court of Justice for relief to reschedule its Annual General and Special Meeting of Shareholders, originally set for December 31, 2025, and to seek an exemption from the corporate law requirement that the meeting occur within six months of the period end date.
• A cease trade order issued by the Ontario Securities Commission on December 15, 2025, remains in effect until the required filings are submitted.

Key Details

• Financial Filing Delays:
  • Audited consolidated financial statements for fiscal year 2025 are delayed.
  • Quarterly unaudited consolidated financial statements for the fiscal quarter ended September 30, 2025 (Q1 2026), along with related MD&A and CEO/CFO certificates, are delayed.
• Reason for Delay:
  • The auditor requires additional time to review historical accounting practices related to revenue recognition from the company's prior management.
  • These matters are relevant to periods covered by current and previously filed audited financial statements.
  • Current management has reviewed these matters and concluded that cumulative adjustments to prior audit periods would be immaterial.
  • The auditor will not provide an audit opinion until the review is complete.
• Regulatory Status:
  • An Ontario Securities Commission (OSC) cease trade order issued on December 15, 2025, remains in place until the required filings are made.
• Shareholder Meeting Changes:
  • The company cannot meet the court order requirement to hold the meeting on December 31, 2025.
  • The company will apply to the court for further relief to reschedule the meeting.
  • A new record date will be established and announced separately.
  • New meeting materials will be mailed to shareholders of record.
  • The company intends to apply for a court exemption from the requirement that the meeting occur within six months of the annual financial statement period end date.
  • Court materials for this application will be filed on SEDAR+ when available.

Notable Quotes

• "The auditor has advised it requires additional time to review certain historical accounting practices relating to revenue recognition of the company's prior management."
• "The company's current management has reviewed these same matters and has concluded that the cumulative adjustments to the financial statements related to prior audit periods would be immaterial."