DYE & DURHAM ANNOUNCES ISSUANCE OF MANAGEMENT CEASE TRADE ORDER

Executive Summary

• Dye & Durham Limited received a voluntary management cease‑trade order (MCTO) from the Ontario Securities Commission, restricting insider trading while the company resolves filing delays.
• The delay concerns the audited consolidated financial statements for FY 2025, MD&A, and CEO/CFO certifications required by NI 52‑102 and NI 52‑109, originally due September 29, 2025.
• The company attributes the delay to an OSC review letter questioning goodwill impairment testing and purchase accounting disclosures; it does not expect any impact on previously reported results.

Key Details

• MCTO Issuance: Temporary, voluntary cease‑trade order under National Policy 12‑203; limits trading by certain insiders but allows normal trading for other shareholders.
• Filing Delays: Annual financial statements, MD&A, and CEO/CFO certificates not filed by the September 29 deadline.
• Reason for Delay: OSC review letter (received July 30, 2025) raised questions on goodwill impairment testing and purchase‑accounting disclosures for FY 2024.
• Impact Assessment: Company states no expected impact on previously reported results, including cash flow or Adjusted EBITDA.
• Next Steps: Ongoing work with advisors and auditors to respond to the Review Letter; aim to file the Annual Filings as soon as OSC review is completed.
• Information Disclosure Plan: Bi‑weekly status updates will be provided via news releases per NP 12‑203 until filings are completed.

Notable Quotes

“Importantly, at this time the Company does not expect any impact to its previously reported results, including cash or Adjusted EBITDA.” – Dye & Durham Management