DGTL Holdings Inc. Announces Delay in Filing of Annual Financial Statements and Application for Management Cease Trade Order
DGTL warns of a late annual filing tied to restructuring, seeking an MCTO and targeting completion roughly two months after any cease trade order.
Rhea-AI Summary
DGTL Holdings (DGTHF) expects to miss its September 28, 2026 deadline to file audited annual financial statements, MD&A and related CEO/CFO certificates for the year ended May 31, 2026.
The delay is attributed in part to the complexity and timing issues of an ongoing corporate restructuring, which has limited time and resources to complete the audit with Zeifmans LLP. DGTL has applied to the Ontario Securities Commission for a Management Cease Trade Order (MCTO) that would restrict trading by management until the documents are filed; the regulator may instead impose an issuer cease trade order if filings are not made in time. Management and insiders are under an internal trading blackout, and the company aims to file the documents within approximately two months of any cease trade order, having engaged additional consultants and allocated extra funds to complete the audit.
Positive
- Company targets filing overdue documents within approximately two months of a cease trade order
- DGTL has engaged additional consultants and business valuators to support the audit
- Additional funds have been allocated for personnel to expedite completion of the audit
Negative
- DGTL expects to miss its September 28, 2026 annual filing deadline
- Delay linked to a complex corporate restructuring and related timing issues
- DGTL has applied for an MCTO; an issuer cease trade order remains a risk
- Management and insiders are under an insider trading blackout until filings are made
AI-generated analysis. How Rhea-AI works. Not financial advice.
Toronto, Ontario--(Newsfile Corp. - September 15, 2026) - DGTL Holdings Inc. (TSXV: DGTL.H) ("DGTL" or the "Company") today announces that it anticipates that it will not meet its filing deadline of September 28, 2026 (the "Annual Filing Deadline") for the following continuous disclosure documents (collectively, the "Documents"):
the Company's Annual Audited Financial Statements for the year ended May 31, 2026, as required by Part 4 of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102");
the Company's Management Discussion & Analysis for the year ended May 31, 2026, as required by Part 5 of NI 51-102; and
the CEO and CFO certificates relating to the audited annual financial statements for the year ended May 31, 2026, as required by National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings.
The default is due, in part, to the complexity of an ongoing corporate restructuring process and various delays therein which collectively resulted in the Company not having adequate time and resources available to complete the audit in the allotted time. The Company is working with its auditor, Zeifmans LLP, to complete the audit in a timely manner; however, the Company does not expect to file the Documents by the Annual Filing Deadline.
Accordingly, the Company has applied to the Ontario Securities Commission for a Management Cease Trade Order that will prohibit the management of the Company from trading in the securities of the Company until such time as the Documents are filed. No decision has yet been made by the Ontario Securities Commission on this application. The Ontario Securities Commission may grant the application and issue the Management Cease Trade Order or it may impose an issuer cease trade order if the Documents are not filed in a timely fashion. During the period of default and until filing of the Documents, the Company intends to satisfy the provisions of the alternative information guidelines as required by National Policy 12-203 - Management Cease Trade Orders. Until the Company has filed the Documents, members of the Company's management and other insiders are subject to an insider trading black-out policy as per its internal Insider Trading Policy that is consistent with the principles in Section 9 of National Policy 11-207 - Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The Company confirms that, other than as disclosed in prior press releases and material change reports, there have been no material business developments since the filing on April 29, 2026 of the Company's latest interim financial reports for the period ended February 28, 2026.
The Company anticipates that it will be able to file the Documents within two (2) months from the date of issuance of the applicable cease trade order. To expedite remediation of the default, the Company has engaged additional consultants and business valuators to assist the Company's Chief Financial Officer and auditors in the completion of the audit and has allocated additional funds for personnel should further resources be required.
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For more information, visit https://dgtlinc.com or contact:
Investor Relations
John Belfontaine, CEO and Director
Email: IR@dgtlinc.com
Phone: +1 (877) 879-3485
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company does not undertake to update any forward‐looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/314481
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Which specific filings will DGTL not complete by the September 28, 2026 deadline?
The affected documents are:
- Annual audited financial statements for the year ended May 31, 2026, required under Part 4 of NI 51-102
- Management Discussion & Analysis for the year ended May 31, 2026, required under Part 5 of NI 51-102
- CEO and CFO certificates for the audited annual financial statements, required under NI 52-109
What is DGTL requesting with the Management Cease Trade Order and who would it affect?
DGTL has applied to the Ontario Securities Commission for a Management Cease Trade Order that, if granted, would prohibit the company’s management from trading in DGTL securities until the required annual filings are made. The application is pending, and the regulator could alternatively impose an issuer cease trade order.
How will DGTL keep investors informed during the filing delay?
The company intends to follow the alternative information guidelines in National Policy 12-203 – Management Cease Trade Orders during the default period and until the annual documents are filed.
Are there any new material business developments since the last interim financial reports?
The company confirms that, other than matters disclosed in prior press releases and material change reports, there have been no material business developments since the interim financial reports filed on April 29, 2026 for the period ended February 28, 2026.
What internal trading restrictions apply to DGTL’s insiders during this period?
Until the annual documents are filed, members of DGTL’s management and other insiders are subject to an insider trading blackout under the company’s internal Insider Trading Policy, which the company states is consistent with principles in Section 9 of National Policy 11-207.