TORONTO, Dec. 15, 2025 /CNW/ - Dye & Durham Limited (the "Company" or "Dye & Durham") (TSX: DND) announced today that the Ontario Securities Commission (the "OSC") has issued a failure-to-file cease trade order (the "FFCTO") pursuant to National Policy 11-207 – Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions against the Company as a result of the Company's failure to file its: (i) audited consolidated financial statements for FY 2025 (the "Annual Financial Statements"), (ii) management's discussion and analysis relating to the Annual Financial Statements, and (iii) CEO and CFO certificates relating to the Annual Financial Statements (collectively, the "Annual Filings"). The Company has also been delayed in filing its (i) unaudited consolidated financial statements for the first quarter of FY 2026 (the "Q1 Financial Statements"), (ii) management's discussion and analysis relating to the Q1 Financial Statements, and (iii) CEO and CFO certificates relating to the Q1 Financial Statements (collectively, the "Q1 Filings, and together with the Annual Filings, the "Required Filings").
As disclosed in the Company's press release dated October 1, 2025, the OSC had previously granted a management cease trade order (the "MCTO") which prohibited the Company's Chief Executive Officer and Chief Financial Officer from trading in and acquisitions of, whether directly or indirectly, securities of the Company until two full business days following receipt by the OSC of the Required Filings. To provide the Company with additional time to complete and file the Required Filings, upon application by the Company, the OSC granted an extension of the MCTO until December 13, 2025 (the "MCTO Deadline"). As the Company was not able to file the Required Filings by the MCTO Deadline, the OSC has ordered that the MCTO be revoked and concurrently issued the FFCTO.
The FFCTO prohibits the trading by any person of all securities of the Company in each jurisdiction in Canada for so long as the FFCTO remains in effect. However, the FFCTO provides an exception for beneficial securityholders of the Company who are not currently (and who were not as of December 15, 2025) insiders or control persons of the Company and who sell securities of the Company acquired before December 15, 2025 if both of the following conditions are satisfied: (i) the sale is made through a "foreign organized regulated market", as defined in section 1.1 of the Universal Market Integrity Rules of the Canadian Investment Regulatory Organization, and (ii) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation. The FFCTO also provides that the rights under certain specified put contracts may be exercised, and the obligations thereunder, may be performed, subject to the terms of the FFCTO, by persons who are not currently (and who were not as of December 15, 2025) insiders or control persons of the Company and/or did not, as of the date of the FFCTO, own a sufficient number of shares of the Company to make delivery under the terms of the specified put contract.
The FFCTO will remain in effect until the Required Filings are filed. Provided that the Required Filings are made within 90 days of the date of the FFCTO, such filings would constitute an application to revoke the FFCTO. If the the Required Filings are not made within 90 days of the date of the FFCTO, the Company will apply to the OSC to revoke the FFCTO.
ABOUT DYE & DURHAM LIMITED
Dye & Durham Limited provides premier practice management solutions empowering legal professionals every day, delivers vital data insights to support critical corporate transactions and enables the essential payments infrastructure trusted by government and financial institutions. The company has operations in Canada, the United Kingdom, Ireland, Australia, and South Africa.
Additional information can be found at www.dyedurham.com.
Forward-Looking Statements
This press release may contain forward-looking information and forward-looking statements within the meaning of applicable securities laws, which reflects Dye & Durham's current expectations regarding future events. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance.
Specifically, forward-looking information in this news release include statements related to the Company's ability to file the Required Filings; the timing for completion and filing of the Required Filings; and the approval of the OSC to revoke the FFCTO. The foregoing statements reflect Dye & Durham's beliefs or objectives, which are not guarantees or assurances, but are based on the implementation of certain specific actions. The forward-looking information is based on management's opinions, estimates and assumptions, including, but not limited to, that the Company will be able to address the requests of its auditor to allow it to complete the audit of the Annual Financial Statements, that the Company will be able to complete its work to allow it to file the Required Filings within the time frame set out herein, that there will be no issues or concerns arising from the audit or any other items that the Company's auditor has outstanding in respect thereof, and that the Company will be able to satisfy all requirements to remove the FFCTO. There is no assurance that the Company will be able to remedy its filing default in respect of the Required Filings and have the FFCTO lifted in a timely manner or at all.
While these opinions, estimates and assumptions are considered by Dye & Durham to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: there being a delay in the Company's management responding to requests from its auditor; the Company's auditor having additional requests; issues or concerns arising from the audit; or the duration or revocation of the FFCTO. All forward-looking statements contained in this press release are also subject to the risks discussed under "Risk Factors" in the Company's most recent Annual Information Form and under the heading "Risks and Uncertainties" in the Company's most recent Management's Discussion and Analysis, which are available on the Company's profile on SEDAR+ at www.sedarplus.ca. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect or prove to be different, actual results or future events might vary materially from those anticipated in the forward-looking information.
There can be no assurance that any forward-looking information or forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents Dye & Durham's expectations as of the date specified herein and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information or to publicly announce the results of any revisions to any of those statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
SOURCE Dye & Durham Limited
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