Dye & Durham unable to file results by Dec. 13

Executive Summary

• Dye & Durham Ltd. issued a bi-weekly status report regarding a Management Cease Trade Order (MCTO) issued by the Ontario Securities Commission (OSC) due to delayed filings of its 2025 audited financials and Q1 2026 unaudited financials.
• The company is seeking a waiver from senior lenders to avoid an event of default under its senior credit agreement, with critical deadlines of December 18, 2025 (for Q1 filings) and January 1, 2026 (for annual filings).
• The company anticipates completing the audit of the annual financial statements during the week of December 15, 2025, and expects to file all required documents on the same date.

Key Details

• MCTO Details:
  • Issued on Oct. 1, 2025, by the OSC under National Policy 12-203.
  • Prohibits the CEO and CFO from trading securities until two full business days after receipt of required filings by the OSC.
  • Extension granted until Dec. 13, 2025; however, the company does not expect to file by this date and may face a failure-to-file cease trade order.
  • Previous bi-weekly report filed on Nov. 26, 2025.
  • No material changes to the MCTO situation since Nov. 26, 2025.
• Senior Credit Agreement Waiver:
  • Company is working with advisers and the administrative agent to obtain a waiver from lenders.
  • Q1 Filing Deadline: If Q1 filings are not filed or waived by Dec. 18, 2025, the current default becomes an event of default.
  • Annual Filing Deadline: If annual filings are not filed or waived by Jan. 1, 2026, the current default becomes an event of default.
  • Lenders cannot take action until a default becomes an event of default. No assurance of obtaining a waiver.
• Shareholder Meeting:
  • Annual General and Special Meeting scheduled for Dec. 31, 2025.
  • On Dec. 8, 2025, the company applied to the Ontario Superior Court of Justice for relief from the requirement to send annual financial statements to shareholders 21 days prior to the meeting.
  • Application hearing scheduled for Dec. 12, 2025, at 2 p.m.
• Audit and Filing Status:
  • Substantially all items noted as outstanding in the Nov. 26, 2025 press release have been delivered to the auditor.
  • Company is addressing remaining outstanding audit items and follow-up requests.
  • Expected Audit Completion: Week of Dec. 15, 2025.
  • Company anticipates filing all required filings (annual and Q1) on the same date.

Notable Quotes

• None explicitly quoted in the text, though the company states: "The company continues to expect the audit of the annual financial statements to be complete during the week of Dec. 15, 2025."