Dye & Durham's MCTO extended until Dec. 13

Executive Summary

• Dye & Durham Ltd. received confirmation from the Ontario Securities Commission (OSC) that its issue-oriented review is complete, but the company remains in default regarding the filing of its 2025 annual and 2026 Q1 financial statements.
• The OSC granted an extension of the Management Cease Trade Order (MCTO) until December 13, 2025; failure to file by this date may result in a failure-to-file cease trade order.
• The company is seeking a waiver from senior credit lenders to avoid triggering an event of default under its senior credit agreement, with a cure period expiring on December 18, 2025.
• Management anticipates filing all required financial statements during the week of December 15, 2025, while simultaneously advancing a transformation program aimed at achieving $15M–$20M in annualized run-rate savings by FY 2027.

Key Details

• OSC Review Status: The Ontario Securities Commission confirmed on November 24, 2025, that it completed its previously disclosed issue-oriented review.
• MCTO Extension: The OSC extended the temporary and voluntary Management Cease Trade Order (NP 12-203) until December 13, 2025. The MCTO prohibits the CEO and CFO from trading company securities until two full business days after the required filings are received by the OSC.
• Filing Delays: The company is delayed in filing:
  • Audited consolidated financial statements for fiscal 2025 (due Sept 29, 2025).
  • Management’s Discussion and Analysis (MD&A) for annual and Q1 2026.
  • CEO and CFO certificates for annual and Q1 2026.
  • Unaudited consolidated financial statements for Q1 FY 2026 (due Nov 14, 2025).
• Senior Credit Agreement Waiver:
  • On Sept 26, 2025, the company obtained a waiver extending the deadline to file annual filings to December 1, 2025.
  • The initial waiver did not cover the Q1 filings, triggering a 30-day cure period expiring on December 18, 2025.
  • The company is working with lenders to obtain a waiver for both annual and Q1 filings to prevent the current default from becoming an "event of default" on December 18, 2025.
• Target Filing Date: The company anticipates delivering outstanding items to its auditor to file annual financial statements during the week of December 15, 2025. Q1 filings are being advanced concurrently to be filed on the same date.
• Transformation Program & Cost Savings:
  • A transformation program launched by the new CEO aims for annualized run-rate savings of $15 million to $20 million by the end of FY 2027.
  • Execution plan: ~60% of savings in FY 2026 ($11 million) and the remainder in FY 2027 ($6 million–$8 million).
  • Savings drivers include offshoring, automation, vendor management, office cost reduction, and sales/marketing expense optimization.
• Biweekly Reporting: This release serves as the biweekly default status report required under NP 12-203, confirming no material changes to previous disclosures since November 12, 2025.

Notable Quotes

• "The company is working with its advisers and the administrative agent under the company's senior credit agreement to obtain a waiver from lenders to provide it with additional time to file both the annual filings and Q1 filings."
• "As disclosed, the program, which is under way and being executed over the next two years through initiatives focused on improving operational efficiency, implementing automation, optimizing workflows and aligning resources to support sustainable growth, is expected to deliver annualized run rate savings of approximately $15-million to $20-million by the end of FY 2027..."