Dye & Durham Provides Bi-Weekly MCTO Status Report

Dye & Durham Provides Bi-Weekly MCTO Status Report

TORONTO, Nov. 26, 2025 /CNW/ - Dye & Durham Limited (the "Company" or "Dye & Durham") (TSX: DND) is providing this bi-weekly default status report in accordance with National Policy 12-203 – Management Cease Trade Orders ("NP 12-203"), together with an update on certain related matters.

Issue-Oriented Review

The Company announced today that, on November 24, 2025, the Ontario Securities Commission (the "OSC") confirmed that it had completed the previously disclosed issue-oriented review (the "OSC Review").

Senior Credit Agreement Waiver Update

On September 26, 2025, the Company announced that it obtained a waiver under its senior credit agreement to provide the Company until December 1, 2025, to file the Annual Filings (as defined below) without triggering a default under its senior credit agreement (the "Initial Waiver"). The Initial Waiver did not waive the requirement under the Company's senior credit agreement to file the Q1 Filings (as defined below) on or before November 14, 2025, which non-filing triggered a 30-day cure period that expires on December 18, 2025.

The Company is working with its advisors 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. In the event the Company is not able to file the Annual Filings and Q1 Filings on or before December 18, 2025, obtaining a waiver would ensure that its current default under the senior credit agreement does not become an event of default on December 18, 2025. Until a default becomes an event of default, the Company's senior lenders are not permitted to take action under the senior credit agreement.  

MCTO Status Update & Extension

On October 1, 2025, the Company announced that, at the request of the Company, the OSC issued a temporary and voluntary management cease trade order (the "MCTO") against the Company under NP 12-203 in connection with the Company's delayed filing of 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"). The Annual Filings were required to be filed by September 29, 2025, and the Q1 Filings were required to be filed by November 14, 2025.

To provide the Company with additional time to complete and file the Required Filings, the Company previously applied to the OSC to extend the MCTO. The Company announced today that the OSC has reviewed the application and granted the extension of the MCTO until December 13, 2025. If the Company is not able to file the Required Filings on or before December 13, 2025, the Company may be subject to a failure-to-file cease trade order.

The MCTO prohibits 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. The MCTO does not restrict or affect the ability of other shareholders or investors to trade in the Company's securities.

Pursuant to NP 12-203, Dye & Durham must file bi-weekly default status reports by way of news releases during the period of the MCTO. The Company previously filed a bi-weekly default status report by way of news release on November 12, 2025. Other than as disclosed herein, the Company confirms that since November 12, 2025: (i) there has been no material change to the information contained in the press release issued by the Company announcing the issuance of the MCTO; (ii) there has been no failure to fulfill its stated intentions with respect to satisfying the provisions of the alternative information guidelines set out in NP 12-203; (iii) there has not been any other specified default subsequent by the Company under NP 12-203; and (iv) there is no other material information concerning the affairs of the Company that has not been generally disclosed.

Until the filing of the Required Filings and during the period of the MCTO, the Company will follow the provisions of the alternative information guidelines as required by NP 12-203.

Update on Required Filings

Set out below are the items that remain outstanding to allow the Company's auditor to complete the audit of the Annual Financial Statements, along with the target date that the Company anticipates delivering those items to its auditor so that the Company may file the Annual Financial Statements during the week of December 15, 2025.

The Company is concurrently advancing the Q1 Financial Statements, such that it anticipates filing all of the Required Filings on the same date.

As the Company currently expects to file the Required Filings during the week of December 15, 2025, it is possible that the filings occur after the issuance of a failure-to-file cease trade order, if one is issued.

Updated Outlook

On November 12, 2025, the Company disclosed that one of the first initiatives of its Chief Executive Officer's following his appointment was to launch a transformation program to drive cost savings across the business and create reinvestment capacity. As disclosed, the program, which is underway 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 $15-20 million by the end of FY 2027, with about 60% anticipated in FY 2026 and the remainder in FY 2027.

In calculating the expected annualized run-rate savings, the Company undertook a detailed cost assessment and developed a plan (the "Plan") to execute cost reductions in both FY 2026 and FY 2027. The Plan has identified $11 million of run rate cost savings to be executed in FY 2026 going into FY 2027, and an additional $6 to $8 million to be executed in FY 2027 going into FY 2028. The categories of run rate savings in FY 2026 are primarily based on offshoring and automation, vendor management and office cost reduction and reduction in sales and marketing expenses. The remainder of the expected savings are primarily based on steps to be taken in FY 2027 which include additional office cost optimization, and automation.

The Company has considered in detail individually and collectively the nature and timing of these cost cuts and has determined they are achievable. However, given the risk of timing delays and the potential for certain of these costs reductions to require an initial upfront investment, the Company has provided a range for the annualized run-rate savings and estimated the timing of execution to be approximately 60% in FY 2026 (based on the midpoint of the range) and the remainder in FY 2027.

In calculating the expected annualized run-rate savings, the Company assumed that it could implement the Plan, that the savings realized would be in line with expected savings, that the cost of replacement services (such as automation) would not materially increase from the date hereof until the date such replacement services are engaged, and that the needs of the Company would not change such that it would become impractical to implement some or all of the initiatives noted above. If any of these assumptions are incorrect or prove to be different, the Company may not be able to implement some or all of the parts of the Plan that have yet to be implemented and/or may not realize the savings that are expected to be derived from the Plan.

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, statements regarding Dye & Durham's $20 million annualized operational efficiency and cost optimization program, a further waiver under its senior credit facility and the timeline for filing the Required Filings are forward-looking statements. 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 obtain a further waiver under its senior credit facility or otherwise cure the technical default thereunder, that the Company will complete and file the Required Filings within a reasonable period of time, that there will be no issues or concerns arising from the audit of the outstanding items in respect of the Annual Financial Statements or the review of the outstanding items in respect of the Q1 Financial Statements or any other items that the Company's auditor has outstanding in respect thereof. Further, the achievement of the benefits of the operational efficiency and cost optimization program depend on the continued successful implementation of the program on the timeline currently contemplated. 

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 further delay in the Company's management completing its work; the Company's auditor having additional requests, or issues or concerns arising from the audit of the outstanding items in respect of the Annual Financial Statements or the review of the outstanding items in respect of the Q1 Financial Statements; the Company's lenders being unwilling to provide a further waiver on commercially reasonable terms or at all; the Company being unable to cure a technical default under its senior credit agreement; and the operational efficiency and cost optimization program not being implemented as expected.  Further, if the Company is not able to file the Required Filings on or before December 13, 2025, the Company may be subject to a failure-to-file cease trade order. 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