TORONTO, Dec. 23, 2025 /CNW/ – Dye & Durham Limited (the “Company” or “Dye & Durham“) (TSX: DND) today announced that it will be further delayed in filing its audited consolidated financial statements for fiscal year 2025 (the “Annual Financial Statements“) and its quarterly unaudited consolidated financial statements for the fiscal quarter ended September 30, 2025 (the “Q1 Financial Statements“, and, together with the Annual Financial Statements, the “Financial Statements“), along with the related management discussion and analysis and CEO and CFO certificates relating to the Financial Statements (collectively, the “Required Filings“). As a result of the delay in filing the Annual Financial Statements, the Company also announced that it will apply to court for further relief to reschedule its annual general and special meeting of shareholders (the “Meeting“), which was scheduled to be held on December 31, 2025.
Financial Statements
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 matters being assessed are relevant to the periods covered by the current and previously filed audited financial statements and as a result are also relevant to the current audit. 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.
The Company’s management has provided all working papers to the Company’s auditor and continues to provide information as requested to allow the auditor and management to consider the Company’s past accounting practices and complete the audit. The auditor has informed the Company that it will not be in a position to provide an audit opinion on the Annual Financial Statements until it has completed its review. The Company will provide an update as to the timing of the filing of the Financial Statements once available.
The failure-to-file cease trade order that was issued by the Ontario Securities Commission on December 15, 2025, will remain in place until such time as the Company is able to file the Required Filings.
Annual General and Special Meeting of Shareholders
As a result of this delay, the Company is unable to satisfy the requirements of the previously granted order of the Ontario Superior Court of Justice (the “Court“) to hold the Meeting on December 31, 2025 and will apply to the Court for further relief to reschedule the Meeting. The Company will also establish a new record date for the Meeting, which will be announced separately. New meeting materials will be mailed by the Company to shareholders of record in advance of the Meeting.
The Company intends to apply to the Court for an exemption from the corporate law requirement that the Meeting occur within six months of the period end date of the Annual Financial Statements. Court materials related to this application will be filed on the SEDAR+ once available.
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, the completion of the audit of the Annual Financial Statements, the date of filing of the Financial Statements, the date of the Meeting, and the application to Court. 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.
The forward-looking information is based on management’s opinions, estimates and assumptions, including that the Company’s auditor will complete its work to allow the Company to file the Financial Statements and holds the Meeting, and that the Court will grant the requested relief. 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: the auditor will disagree with management’s assessment, that the auditor will not complete the audit of the Annual Financial Statements as expected, and that the Court will decline to grant the requested relief. 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, 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
FOR FURTHER INFORMATION, PLEASE CONTACT: Investor Relations, [email protected]
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