Dynacor Group Inc【DNG】株式ニュース

iolite: Dynacor’s AGM Reaffirms Key Concerns — and Leaves More Questions Than AnswersJune 23, 2026 6:32 PM
Business Wire Serious Questions Remain Over the Company’s Conduct, Disclosure and Board Entrenchment Dynacor has enormous potential, but the leadership needed to realize it is clearly lacking — as the Company’s own AGM presentation reaffirmed. Shareholders deserve leadership that matches the scale of the opportunity and upholds the values the Company claims to stand for. The Meeting process and disclosure record cast serious doubt on whether shareholders had a full and fair opportunity to weigh all material information before voting. iolite achieved one of its primary objectives: exposing critical issues to fellow shareholders. For the first time, the Company admitted facts and events at the heart of iolite’s concerns — after more than a year of denials, threats, false accusations, and the use of material shareholder resources to deflect legitimate scrutiny. Shareholders still do not know the cost, scope, findings or conclusions of the Company’s “independent investigation” — or whether the directors who stood for election were, or should have been, among its subjects. Ownership remains underrepresented on the Board, and serious conflicts of interest remain unaddressed. iolite thanks fellow shareholders for their support and will keep pressing for accountability. iolite Partners Ltd. (“iolite” or the “Concerned Shareholder”), the largest shareholder of Dynacor Group Inc. (TSX: DNG) (“Dynacor” or the “Company”), today commented following Dynacor’s annual meeting of shareholders held on June 19, 2026 (the “Meeting”). iolite thanks all shareholders who supported the BLUE Proxy, engaged with iolite and its advisors, and weighed iolite’s publicly disclosed materials. That engagement underscores the importance of the governance, disclosure and accountability issues this campaign has raised. The Meeting does not end iolite’s efforts. The campaign set out to ensure shareholders understood serious developments and questions the Company had failed to answer, had misrepresented, or had failed to adequately address. It succeeded. iolite will keep pursuing every appropriate avenue to hold management and the Board accountable and to protect and grow shareholder value, which on the evidence of this campaign and the Company’s response remains plainly at risk. Why This Matters: The Core Question For more than a year, Dynacor’s leadership has spent millions of dollars of shareholders’ money on entrenchment: resisting transparency, accountability and shareholder engagement, and relying on denial, personal attacks and false allegations against its owners and those asking questions. At the Meeting, the Company finally confirmed issues at the heart of iolite’s concerns. Yet its explanations fell well short of what shareholders can reasonably expect — despite the questions having been provided in advance — and in places contradict the documented record. Shareholders are entitled to ask one question: Why? The financial picture sharpens that question. Dynacor’s shares trade below where they stood eighteen months ago, when the Board itself considered the Company materially undervalued. Shareholders have entirely missed out on a historic gold-price rally. On record sales of about US$500 million, driven by that rally, Dynacor should be earning on the order of US$50 million in EBIT from its existing operations, roughly the margin it earned in the past with a smaller footprint and fewer scale benefits. It is not close. Worse, operating cash flow runs below reported profitability, and capital expenditure at Chala, which should be maintenance in nature, has risen well above historical levels. Given the operational turmoil described below, reported figures should be treated with caution. As owners, iolite does not focus on sales; it focuses on cash flow per share. The contested capital raise compounds the credibility problem. At the Meeting, Mr. Martineau called it well-timed, at an “all-time-high” share price — though the day before announcing it he had stated the Company was materially undervalued, with no raise planned. The Company now signals that further dilutive raises may follow. With US$31 million of cash as of March 2026, an underwhelming growth profile despite heavy investment, and serious doubts over the expansion projects, the Company’s own forecast contradicts its narrative — and the documented issues raise a real risk that further shareholder capital will be wasted. What iolite Is Calling For iolite has always welcomed constructive, good-faith dialogue and remains open to it. But the Board must now change course; the Company cannot continue to be run as it has been. iolite calls on the Board to: appoint a genuinely independent Chair with industry and emerging markets expertise; add direct independent shareholder representation to the Board; commission an independent governance review, overseen by an impartial committee, with a written report made available to shareholders; commission a forensic operational review covering the period from January 1, 2024 to date, with findings reported to shareholders; and disclose the independent investigation in full: its mandate, scope, cost, conduct and conclusions; including whether it examined the directors who stood for election. Procedural Failings: A Concerning Pattern The conduct of the Board, and the way the AGM was run, continued the Company’s pattern of restricting shareholder participation and avoiding scrutiny. It fell well short of what one expects from a company that genuinely intends to engage credibly and constructively in a contested situation. How is any of this consistent with the values the Company claims to stand for? Dismissed Motions and Conflicts of Interest The Chair dismissed iolite’s motions for an Independent Chair, an Independent Governance Review and a Forensic Review of Board conduct — though the Chair who dismissed them would have been among their subjects. Each motion rested on well-founded concerns, several of which surfaced in full only in the weeks before the Meeting. That is why iolite brought this campaign, and why it launched when it did. Delays in Shareholder List Delivery Dynacor failed to deliver all mandatory shareholder materials within 10 days of iolite’s request, including the registered shareholder list and the CDS participant list — materials iolite needed to reach shareholders and to meet its own legal obligations. Worse, the Company had likely held this information for over a month and delayed its response past the limit without explanation. The data it finally provided appeared to contain irregularities, including what appeared to be manipulated data fields and inaccurate record dates in some cases — raising obvious questions about why Dynacor was reluctant to provide complete, accurate information on time. These delays may have impaired iolite’s ability to communicate with and mail materials to shareholders before voting deadlines. At the Meeting, iolite clearly raised a question on this matter; however, the Company did not present the full context of the question and instead indicated it would follow up directly with iolite. Based on prior experience, the Company has not done so in similar circumstances, and there is no expectation that it will do so here. Requests for Safeguards Ignored In the days before the Meeting, iolite and its advisors raised legitimate concerns about meeting procedure and requested basic safeguards for a fair, transparent and orderly process. The Company did not adequately address them. No mutually agreed meeting protocol was put in place, a critical omission. Its absence, in a virtual-only meeting run entirely on the Company’s chosen platform, casts real doubt on whether shareholders received a transparent, reliable process. A Virtual-Only Format That Limited Participation Dynacor chose a virtual-only format for the Meeting — inappropriate for a contested meeting involving significant shareholder concerns, where a hybrid or in-person meeting is standard practice and was clearly warranted. The format limited shareholders’ ability to participate, raise questions and motions, respond in real time, and observe proceedings on an equal footing with management and the Chair. Disclosure Failings: A Pattern of Withholding and Misdirection These procedural failings compound a well-documented pattern of withheld material facts and misleading or incomplete statements. Management’s AGM presentation confirmed several of iolite’s concerns, and raised far more questions than it answered. Selective Answers and a One-Sided Presentation Where management did respond to iolite’s questions, it did so only in part — and partial answers, in iolite’s view, can misrepresent the situation as effectively as silence. Management did not present iolite’s motions and questions to shareholders, nor did it present iolite’s materials; shareholders heard only management’s own account. And during the campaign iolite learned that management had not engaged with the Company’s largest institutional shareholders, even though they were explicitly asked to, seemingly to avoid addressing difficult questions and prevent shareholders from hearing both sides of the story. A board confident in its record informs shareholders fully and engages its largest owners; it does not curate what they are permitted to hear. Leadership Changes and Operational Turmoil — “Normal Optimization”? For the first time, Dynacor admitted previously undisclosed material leadership changes and mass dismissals. Calling them “normal-course optimization” strains credulity and demands scrutiny. The Company still has not explained why it replaced almost the entire team of longstanding senior executives at its sole operating entity — sparing only accounting — along with roughly half its 550-person workforce, then dismissed the very leaders hired to carry out that “optimization,” days after declaring the business stable and consistent with “its values.” The near-total departure of a long-serving senior executive layer widely credited with building the business is not “normal.” Nor is dismissing the two most senior figures at the sole operating subsidiary days after management said all was well. Shareholders deserve a clear account of what happened, why, and who is responsible. The outgoing CEO flatly denied that low inventories and reduced production were even partly caused by this turmoil. That position contradicts the documented record, which the Company has refused to substantively address, choosing instead to keep resisting disclosure. It matters because the Board and management responsible remain in place. Although the Company speaks of strengthening the team and of an orderly handover, the same entrenched group remains in charge, with only cosmetic changes. The “Independent Investigation” The Company disclosed nothing of substance about its independent investigation: not its cost, who conducted it, its mandate and scope, or its conclusions. iolite’s question was not read out in full and went unanswered, deflected with a reference to ongoing litigation. Shareholders should weigh what the Board chose not to say. For the record, iolite asked, in full: Who conducted the Company’s independent investigation, and what was its mandate and scope? Did it address the leadership departures, workforce replacement, sourcing disruptions, missing gold, SUNAT red-channel classification, the April 28 dismissals, and the departure of newly installed senior management? What did it cost, and why was it commissioned only after major personnel changes had already begun? Why were its scope, process and findings not disclosed in greater detail? Was a written report prepared and, if not, why not? Did the investigator’s findings expressly address the conduct of the Board — or did the Board itself conclude that no criticism of its conduct was warranted? Will the Board commit to an independent governance review, overseen by an impartial committee, with a written report made available to shareholders? And will it commit to a forensic operational review covering January 1, 2024 to date, with findings reported to shareholders? The Lost Northern Peru Opportunity For the first time, Dynacor admitted selling the Northern crusher and ore laboratory shortly after the contested capital raise — calling the assets “not strategic” and unrelated to its plan for a plant in the North, while failing to address why that plan was abandoned. This does not hold up. The crusher and assay lab were always central to controlling traceability and margins; dismissing the withheld sales as “immaterial,” with no further explanation, is hard to credit. If the Company is now relying on third-party ore-assay and crushing services in the North — necessary to make the 1,000-km-plus haul to Chala along the Panamericana economically viable — that is a significant loss of process and quality control. A Northern plant had long been Dynacor’s top expansion priority and its lowest-hanging fruit, building on the Company’s team, standing and in-country network. Peru is one of the world’s largest and most advanced artisanal and small-scale mining (ASM) gold markets, with a largely untapped consolidation opportunity — and Northern ore grades exceed those in the South, where the current plant sits, making the opportunity especially attractive. As recently as early 2025, management told iolite the Company was just months away from securing a full operating permit for a Northern plant, having applied for a central licence after a roadblock at the local level. In the same discussions, management said it was accelerating Northern purchasing and using these two assets to do so — to expand sourcing relationships and speed the plant’s ramp-up once approved. Senegal: Cost Inflation, Missed Milestones and an Unconvincing Outlook Senegal is a small pilot plant envisioned more than a decade ago and pursued largely because of a relationship with two strategic partners, one of them FONSIS, the country’s sovereign wealth fund. The AGM revealed that costs, previously indicated at around US$2 million, have ballooned past US$6 million; that first production apparently is no longer expected in Q2 2026, despite recent press releases suggesting otherwise; and that management would not commit to the plant ever being profitable, saying only that it “will assess in a few quarters whether it can be operated profitably” — a sharp retreat from prior guidance and a tacit admission that basic viability is unresolved. Notably, the outgoing CEO emphasized that it takes time to build relationships and trust with suppliers. Management also failed to explain why it is pursuing the project at all, having since parted ways with both strategic partners and amid heightened geopolitical risk, and did not address iolite’s concerns regarding the General Manager given his background. Ecuador: A Brownfield Overhaul Presented Without Scope or Timeline to Profitability The newly acquired Ecuador plant was presented with little detail. Photographs showed a rusty, mothballed facility still in clear need of major overhaul — casting doubt on first production in late 2026. The latest capex estimate of about US$30 million — most of it still to be spent, on top of the US$12 million-plus already paid to acquire the plant — is roughly triple what the Company communicated before the acquisition in early 2025. Production Reality Contradicts the Strategic Narrative On the Company’s own figures, production in 2025 and 2026 is, and will be, lower than in 2024. Senegal and Ecuador together are forecast to add only about 75–100 tonnes per day four years after the capital raise — too little to drive real growth, and with both expansions’ near-term profitability in doubt. The Premium, Silver and Tender Process: Conflicts and Unanswered Questions The outgoing CEO said the US$1–2 million premium on Dynacor’s gold doré flowing into FIDAMAR is not a concern for the business or its shareholders. iolite finds this answer troubling: if the product earns a premium, that premium belongs to shareholders. Set against the underlying structural and personnel conflicts of interest, and the Company’s record of resisting transparency, this may be the most revealing answer of all — and is itself evidence that a more independent board and stronger shareholder representation are urgently needed. To be clear, iolite has been and remains highly supportive of the vision behind FIDAMAR — but it is willing to let this premium go to charity only where there is no doubt about the arrangement. The same executive called silver sales immaterial. In 2024, the Company exported silver worth about US$4.8 million, plus potential local sales; at comparable volumes and current prices, that would be roughly US$10 million today. By-products like these should fall almost entirely to the bottom line. Dynacor is spending some US$6 million in Senegal and US$30 million in Ecuador. Why, then, did management decline to answer iolite’s questions about the process, the winning bidders and the terms of the tenders for these key contracts? A few concrete facts would have built real credibility, especially given the cost overruns against recently provided estimates — yet shareholders were told only that “a process is in place.” An Entrenched Board Remaining in Control The Board responsible for the Company’s conduct over the past two years remains in place — and the new Chief Executive Officer (the former Chief Operating Officer) has been left off the Board, contrary to what was indicated and to normal practice. At the Meeting, the new CEO drew only a lukewarm endorsement and engaged little himself — hardly the signal of confident, accountable leadership shareholders are entitled to expect. Mr. Misiano has been Chief Operating Officer for two years and should know this relatively simple organization intimately. He and Mr. Martineau, who stays on the Board, are responsible for many of the issues this campaign has raised, as are the directors overseeing governance, risk and ESG. The claim that Mr. Martineau remains for a smooth transition is as thin as the claim that Mr. Misiano is kept off the Board to “balance skills” and to “maintain independence”. Why not use this generational change to genuinely refresh the Board, especially when the directors still in charge may be the very people who were, or should have been, subjects of the investigation? Commitment to Accountability “Shareholders were entitled to a fair process, timely information and complete, accurate disclosure before being asked to vote,” said Robert Leitz, Founder and Managing Director of iolite. “We are grateful to those who supported the BLUE Proxy and engaged with our materials. Let me be clear by saying that this vote does not end our efforts. We will keep pursuing accountability through every appropriate avenue and advocating for the steps needed to help all shareholders realize the value of their investment.” iolite remains committed to acting for all shareholders. The Company’s governance, disclosure and operational performance demand continued scrutiny. iolite will assess and pursue every available legal, regulatory and governance remedy — including those available to shareholders and, for the benefit of the Company itself, against those responsible for any harm it has suffered. Advisors Fasken Martineau DuMoulin LLP is acting as legal counsel to iolite. About iolite Partners Ltd. iolite Partners Ltd. is an investment manager focused on identifying and investing in high-quality businesses with the potential for long-term value creation. iolite is a significant shareholder of Dynacor and is committed to ensuring that the Company operates with strong governance, accountability and alignment with shareholder interests. Important Notice This release is published by iolite Partners Ltd., 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, KY1-1002, Grand Cayman, Cayman Islands, on www.iolitecapital.com. View source version on businesswire.com: https://www.businesswire.com/news/home/20260623308423/en/ Investors
iolite Capital | Gwattstrasse 15, 8808 Pfäffikon SZ, Switzerland | +41 79 227 29 08 | dynacor@iolitecapital.com Media
Kingsdale Advisors
Phone: 416-644-4031
Email: ageorge@kingsdaleadvisors.com Original: iolite: Dynacor’s AGM Reaffirms Key Concerns — and Leaves More Questions Than Answers

It’s Time to Set Things Right at Dynacor and Ensure the Viability and Success of the CompanyMay 25, 2026 7:00 AM
Business Wire iolite Urges Dynacor Shareholders to WITHHOLD Votes at the June 19, 2026 AGM *Dynacor needs appropriate and proper oversight, direction and leadership. *Its stakeholders deserve nothing less. *It has not been the case and things need to change in the best interest of the Company and the business in which shareholders have invested. Days after the Corporation announced the conclusion of an independent investigation and the completion of a "transformational restructuring", the architects of that restructuring -- the new senior leadership installed at Veta Dorada, the Peruvian subsidiary generating 100% of Dynacor's revenue -- were terminated. The Chairman stepped down. The designated President & CEO was quietly removed from the ballot to be elected as a director at the next AGM without explanation. Since mid-2024, the Corporation undertook what it described to shareholders as a "strengthening" of its Peruvian operations. In reality, what took place was a wholesale replacement of almost the entire leadership team that had built this business over two decades, and more than half of its 550-person workforce. The consequences were significant and, for the most part, never disclosed. The directors that are now asking to be re-elected initiated the “restructuring”, oversaw it, failed to provide shareholders with appropriate disclosure about its purpose, details and consequences, declared it complete on April 22 -- and then dismissed most of the very team they had installed to execute it. Over more than two decades, Dynacor built a best-in-class reputation for a responsible, traceable artisanal gold supply chain in Peru -- a model that, run properly, generates strong and predictable returns. The gold-price environment of the past two years has been exceptionally supportive. A well-run business with Dynacor's model should have captured significant growth and meaningful windfall. It did not -- because since mid-2024, there has been significant dismissals within Veta Dorada that remain unexplained to the shareholders to this day. The Corporation did announce an external investigation, by way of an ambiguous and oddly worded restructuring announcement, but never disclosed its scope, who conducted it, or what it found. Meanwhile, SUNAT, Peru’s government agency responsible for managing taxation and customs, placed every export shipment of Veta Dorada under its most stringent control regime from January 10 through May 14, 2026 -- a period falling entirely within the tenure of the new leadership the Corporation had installed as the face of its transformation. On April 22, 2026, the Corporation declared victory: the "transformation" complete, operations "stabilised," an external review concluded satisfactorily. Six days later, the two most senior leaders of the Peruvian subsidiary -- the very people publicly described as embodying its "stronger leadership" -- were dismissed without any explanation whatsoever. The Chairman stepped down. The designated President & CEO was quietly removed from the ballot to be re-elected at the next AGM. The SUNAT classification, active throughout the April 22nd announcement, did not lift until May 19 -- 27 days after the all-clear and after the latest dismissals. The Corporation's self-congratulatory press releases describe "completion of transformational work" and "stabilisation of operations." The facts tell a different story. STAKEHOLDERS OF DYNACOR DESERVE PROPER GOVERNANCE, A BOARD AND LEADERSHIP FOCUSED ON THE BUSINESS AND OPTIMIZING VALUE AND TRANSPARENCY. THAT IS FAR FROM WHAT THEY HAVE GOTTEN. IT IS TIME FOR A CHANGE AND SHAREHOLDERS SHOULD VOTE ACCORDINGLY. FOR THE SAKE OF THE HEALTH AND SUCCESS OF DYNACOR, SHAREHOLDERS ARE URGED TO VOTE AS FOLLOWS WITHHOLD Jean Martineau, Pierre Beliveau, Rocio Rodriguez-Perrot, Isabelle Rocha, Rejean Gourde AGAINST Resolution 3 -- stock option replenishment (650,000 options) CHANGE PROXY The default proxyholder is Jean Martineau -- the outgoing CEO under whose tenure, together with Pierre Lépine -- the outgoing Chairman --, the matters discussed above took place. Strike the default. Appoint your own named alternative or attend and vote in person. iolite Partners Ltd. ("iolite"), the largest shareholder of Dynacor Group Inc. (TSX: DNG), is calling on fellow shareholders to WITHHOLD their votes for the re-election of all five incumbent directors responsible for operations, audit & risk, ESG, and disclosure at the annual general meeting on Friday, June 19, 2026. Dynacor has always been, at its heart, a Peruvian company -- built by Peruvians, on relationships and trust developed over two decades. A year after the contested capital raise, both the people who built this business and those brought in to 'transform' it, are gone. The cracks are now showing in Montreal too. -- Robert Leitz, on behalf of iolite Partners Ltd. Shareholders are owed the information necessary to form their own judgment. Until they receive it, iolite asks them to register that concern at the ballot box. THE OPPORTUNITY -- AND WHY IOLITE IS SPEAKING OUT iolite continues to believe Dynacor represents one of the most attractive opportunities in the small-cap mining sector. The Peruvian operating model -- purchasing ore from artisanal miners, processing it, and exporting refined gold -- has been built over more than two decades, has long-standing relationships at every level of its supply chain, and operates in a gold-price environment of historic strength. Run by capable people, with the controls and the culture that appeared to support the business in its prior period of growth, the opportunity is exceptional. That is precisely why iolite is bringing the matters set out in this release forward. The opportunity will not be captured by the present arrangement. Dynacor has the model, the market, and the track record to be an exceptional business. What it does not have right now is the leadership, the transparency, or the accountability that will unlock that potential. That is what this campaign is about -- to insist it be run in a way that does justice to what it could be. A reasonable shareholder may ask why iolite would commit hundreds of thousands of dollars to a governance campaign of this kind. iolite is the largest shareholder of Dynacor. iolite's interest in this campaign is the same as that of every other shareholder: that this Corporation be run by competent and accountable people, transparently and in the interest of all shareholders and the wider ecosystem. But iolite's reasons go beyond financial interest. Dynacor is a Canadian-listed public company, and the standards of disclosure, accountability, and shareholder treatment that entails are not optional. Certain things should not happen -- and when they do, they should not go unchallenged. This is not a vote against the business. It is a vote FOR the business -- a vote to insist on the leadership, transparency, and governance that will let it reach its potential. THE FIVE DIRECTORS STANDING FOR RE-ELECTION Jean Martineau is the outgoing President & CEO under whose leadership every matter described in this release occurred: the unexplained management overhaul, the non-disclosure, the missed windfall, the April 22nd victory announcement, the dismissals six days later -- and the four-month SUNAT red-channel classification that ran through it all. He is also the default proxyholder on the Corporation's proxy form -- meaning shareholders who do not act will hand their votes to the very person whose tenure is the subject of this release. Pierre Beliveau, Rocio Rodriguez-Perrot, Rejean Gourde, and Isabelle Rocha are the incumbent non-executive directors who collectively oversaw the overhaul and related approach to disclosure about its consequences, commissioned and controlled the external review, drew their own conclusions from it, excluded iolite's governance proposals from the proxy circular, and authorized the litigation against former employees and business partners who came forward or raised questions. When iolite sought to compel transparency through its own legal remedies, the Corporation deployed every available means of resistance. Each sat on the Board throughout the period described in this release -- and each bore direct responsibility for the oversight areas in which the matters described herein fall, including operations, risk, compliance, and ESG. Each is now asking to be trusted with the recovery. The question before shareholders on June 19 is not whether these individuals acted in good faith. It is whether a board that initiated an unexplained overhaul, was not transparent about its consequences, declared victory prematurely, and responded to scrutiny with litigation is the right board to oversee what comes next. The answer is clearly no. WHAT IOLITE IS CALLING FOR iolite is calling on the Board to provide: The immediate identification of the next President & CEO and Chairman before shareholders are asked to vote on June 19, not after. Shareholders cannot be asked to ratify a governance structure built around unnamed successors. A genuinely independent governance review conducted by external advisors free of existing relationships with the Board and overseen by an unconflicted team -- with a written report made available to shareholders. The review should encompass the matters described in this release, the scope and findings of the prior external review, and an assessment of the Board's own conduct and oversight failures during the period in question. A forensic review of the Corporation's operations covering the period from January 1, 2024, to date, with findings reported directly to shareholders. Given the incumbent Board's sustained resistance to transparency, shareholders are entitled to ask tough questions. Full and transparent disclosure of the matters described, including the cumulative personnel losses and the April 28th dismissals, the withdrawal of Mr. Misiano's CEO designation, the sourcing disruptions and their operational impact, the missing gold incidents, and the SUNAT classification. A strategic and operational review -- meaning an honest assessment, not a press release -- of the present state and outlook of the Latin American and African operations, including the qualifications and track records of the executives now responsible for executing them, and a clear account of how the strategic rationale for the February 2025 capital raise survives the operational and personnel disruptions documented in this release. A candid assessment by the incumbent directors of whether they are the right people to oversee the reset the business requires. The directors seeking re-election on June 19 are the same individuals who initiated the restructuring, controlled the external review, determined what shareholders would be told, and are now asking to be trusted with the recovery. A board genuinely committed to a new beginning would ask itself whether continuity of the same personnel is consistent with that goal -- and provide shareholders with an honest answer before the vote. The appointment of leadership with the demonstrated capability and integrity to operate the business at full capacity -- and to rebuild the reputation for responsible sourcing that Dynacor spent two decades establishing. IOLITE HAS BEEN FORCED INTO THIS POSITION The substantive matters set out in this release were brought to iolite’s attention following iolite's open letter to shareholders dated May 26, 2025. Over the course of more than a year, iolite raised each of these matters with the Corporation in writing and with substantial supporting documentation. At every stage, iolite explicitly invited the Corporation to provide alternative explanations, context, or any information that would contradict or qualify the picture that was emerging. The Corporation declined every such invitation. Where it responded at all, it did so with bare denials -- asserting that certain matters were "not true" -- without providing any supporting explanation, documentation, or context. Bare denial is not engagement. The Corporation has neither substantively addressed the matters described herein nor provided credible explanations for them. A board genuinely confident in its own record would welcome engagement and discussion. It would produce a written report. It would disclose material events as they occurred. It would not exclude shareholder proposals calling for nothing more than independent oversight and basic transparency from its own proxy circular. It would not seek to silence those who raised questions. Fourteen months after the contested capital raise, justified by an overly ambitious expansion strategy, and mere days after hailing the conclusion of an external review and the completion of "transformational" work, there is still no written report for an independent investigation considered material, no named Chairman, and no identified successor CEO. Shareholders are being asked to ratify this record. With the June 19 AGM less than four weeks away, shareholders are being asked to re-elect the very directors responsible for the matters set out below -- without having been told that any of those matters have occurred, or why. That asymmetry cannot stand. iolite is therefore left with no responsible alternative but public disclosure. In a public company, the Board and management are accountable to shareholders, and the burden of transparency rests with them. The Corporation has sought to invert that principle -- casting itself as the party in need of protection from shareholder scrutiny when shareholders are the very persons to whom transparency is owed. iolite is not the threat. The conduct set out in this release is. Dynacor has one of the best business models in small-cap mining and is operating in the strongest gold market any of us have seen. It should be thriving. Instead, shareholders have watched two years of unexplained management upheaval, a string of material events that were never disclosed, and a Board that responded to every question with litigation rather than answers. We asked for their side of the story at every step. We are still waiting. When a board fails to disclose what it should and resists every attempt at independent verification, reported results must be read with caution. A WITHHOLD vote is not a vote against Dynacor -- it is a vote FOR the business, its ecosystem, and basic shareholder rights. RECENT DEVELOPMENTS SHAREHOLDERS SHOULD WEIGH BEFORE VOTING A management overhaul the Corporation called "strengthening" -- and the consequences it never disclosed Beginning in mid-2024, the Corporation began replacing the leadership of its Peruvian operations -- the management team that had built Dynacor's artisanal gold model, its supplier and miner relationships, and its compliance culture over more than two decades. Each change was communicated to shareholders in anodyne terms: "strengthening the team," creating capacity for the expansion strategy. What the Corporation did not disclose was the scale of what was underway, the reasoning behind it, or what it would cost. What followed was the near-wholesale removal of the longstanding Peruvian leadership within months. By the time the Corporation declared its transformation complete in April 2026, more than half of the Corporation's 550-person Peruvian workforce had been replaced over sixteen months. The Corporation has never explained to shareholders why this was necessary -- why the people who built and operated a best-in-class business over two decades needed to be replaced en masse, or on what basis the individuals brought in to replace them were trusted with such sweeping authority. Beyond preparing the Corporation for growth and expansion, organizational changes of this magnitude had never been raised in discussions with iolite or publicly disclosed by the Corporation. Shareholders are entitled to ask what credentials and operating track record the individuals placed in key leadership positions over the Corporation's sole income-producing asset brought to those roles. Dynacor's artisanal gold model depends on relationships that take years to build and cannot be transferred on short notice. The Corporation has not provided shareholders with the basis on which these appointments were made. Whether the problems arose under prior leadership or were created by the overhaul itself, responsibility rests with the current Board in either case: for overseeing the conditions that allegedly required such drastic action, and for directing the undisclosed mass dismissals and upheaval that followed. SUNAT red-channel classification -- every shipment, every day, from January 10 through May 14, 2026 From January 10 through May 14, 2026 -- a continuous four-month period – SUNAT placed every export shipment of Minera Veta Dorada under red-channel designation. Veta Dorada is the Peruvian subsidiary that generates all Dynacor's revenue. Red channel is the most stringent of SUNAT's three customs-control regimes: it requires mandatory physical inspection of every shipment and is reserved for exporters whose compliance integrity is, in the regulator's contemporaneous assessment, in question. When iolite raised this matter with the Corporation, it characterised the red-channel classification as normal and unremarkable. It is not -- and had not been for Veta Dorada historically. The Corporation provided no explanation for why the classification was imposed. Two timing facts are noteworthy. First, the red-channel classification began approximately seven months after iolite first raised material concerns with the Board -- concerns the Board declined to engage with. Second, the classification was still in full effect on April 22, 2026 when the Corporation publicly declared its transformation complete and practices "consistent with its values." The classification did not lift to "verde" until May 19, 2026 -- 27 days after the all-clear announcement. When iolite raised the matter with the Board, no convincing explanation was provided, and no substantive basis was offered for the Corporation's position that the classification was unremarkable. iolite does not consider the responses it received to be adequate. The potential consequences under Peruvian customs and tax law during such a period are wide-ranging. By the Corporation's own continuous disclosure (Q4 2025 MD&A, p. 27), CAD 24.8 million in accrued tax and interest is already disclosed in respect of a small number of contested shipments made between 2015 and 2019. The exposure arising from four months of continuous red-channel scrutiny on every shipment is of an entirely different order of magnitude. The classification also carries reputational weight particularly significant for Dynacor. The Corporation presents itself as a leader in responsible sourcing of artisanal-mined gold, with traceability of ore origin forming a central pillar of its value proposition. A four-month red-channel classification is directly at odds with that self-presentation. When challenged on these matters, the Board denied any heightened regulatory or legal exposure and advanced arguments that iolite does not consider adequate. The independent review -- central to the Corporation’s response, opaque in substance By press release dated April 22, 2026, the Corporation announced that "Dynacor's board of directors reviewed the findings of the external firm's review and the Board has concluded that the practices under review are currently consistent with Dynacor's values." Shareholders are entitled to know what that statement does, and does not, say: The scope of the review has never been sufficiently disclosed. The phrase "practices under review" defines its own scope without revealing it. Shareholders cannot determine whether the material matters set out in this release were among the practices placed under review -- or whether the review was confined to a narrower set of questions of the Board's own choosing. The Board, not the external firm, drew the conclusion. The Corporation's own wording is that the Board reached the conclusion after reviewing the findings -- not that the external firm itself concluded that practices were consistent with the Corporation's values. No written report has been disclosed. No scope, methodology, or findings were shared with shareholders. The identity of the external firm has never been disclosed. A review on which the Corporation has placed such central reliance should be capable of producing a transparent written record. None has been provided. The Board drew its own conclusion from a review it controlled on conduct that occurred under its own oversight, carried out by a firm it selected and has declined to name. Shareholders have been offered no independent verification of any kind. Leadership changes the press releases did not mention Every recent Dynacor press release has described stability and progress. The composition of leadership tells a different story: Chairman steps down. Pierre Lépine has stepped down as Chairman and is not among the nominees standing for re-election, although he remains listed as the backup proxyholder on the proxy form. CEO designation announced, then reversed. On April 9, 2026, Dynacor announced Jean Martineau's retirement and Daniel Misiano's designation as President & CEO. On May 20, 2026 -- the same day the Corporation publicly described "stabilisation of operations" -- Mr. Misiano was quietly removed from the slate of director nominees, without explanation. No successor announced. To date, the identity of the next President & CEO has not been disclosed to the market. Nor has the identity of the proposed new Chairman. Shareholders are being asked to vote on a leadership slate without knowing who will lead the Corporation the day after the meeting. Jean Martineau -- the outgoing President & CEO, under whose leadership all of the above occurred -- remains on the ballot and is standing for re-election. “Legacy operations” -- a peculiar label for the only asset generating cash The Corporation has taken to describing Peru as its "legacy operations" -- a label that implies a business in managed wind-down. Peru is, and will for the foreseeable future remain, the Corporation's only income-producing asset. Describing the one subsidiary that pays all the bills as "legacy" while that business is under SUNAT red-channel scrutiny and has lost its leadership team twice within less than two years is, in iolite's view, difficult to reconcile with the facts. The Corporation reported operating income of USD 13.5 million against operating cash flow of just USD 2.9 million -- despite a USD 7.9 million tailwind from a reduction in receivables. For a business whose model is the purchase, processing, and export of gold ore, a divergence of this magnitude warrants scrutiny. NORTHERN PERU AND ECUADOR For years, Dynacor's stated growth strategy focused on building a plant in Northern Peru and a complementary facility in a nearby Latin American location -- a logical extension of the Corporation's existing expertise, infrastructure, and supply chain relationships. The operative word is existing. The case for expansion into new geographies rested on Dynacor's ability to replicate what it had built in Peru: the sourcing networks, the artisanal miner relationships, the procurement infrastructure, and the operational discipline that the Corporation's own management described as its defining competitive advantage. That is precisely what the mid-2024 management overhaul dismantled. The people who built those capabilities -- and who would have been the natural architects of any geographic replication -- were removed. The team installed to replace them was itself dismissed in April 2026. The designated President & CEO responsible for executing this strategy has been quietly removed from the ballot. The restructuring was already underway by mid-2024 and in full swing by January 2025, with almost the entire Peruvian executive leadership team already gone -- an unusual moment to launch a contested capital raise in support of an ambitious expansion strategy. The narrative presented to shareholders was centered on growth and expansion, while the Corporation’s sole cash-generating asset was simultaneously undergoing a massive internal overhaul never communicated. Shareholders were asked to fund an expansion strategy premised on replicating a model. That model has since been materially disrupted by the Corporation's own actions. The Corporation sold the Northern Peru crusher and ore assay laboratory -- the physical infrastructure of the Northern Peru plant strategy -- without disclosure, and redeployed a significant portion of the February 2025 capital raise proceeds toward an Ecuador acquisition, without explaining how the strategic rationale survives the personnel and operational losses documented in this release, or who now carries the knowledge and relationships on which successful replication depends. AFRICAN EXPANSION -- QUESTIONS SHAREHOLDERS ARE ENTITLED TO ASK The Senegal and Ghana expansion projects were the principal justification advanced by the Corporation for the contested February 2025 capital raise, which iolite explicitly warned the Board against in writing on January 30, 2025. Fifteen months later, those projects have added nothing to production, the Corporation continues to hold a material portion of the proceeds in cash, and the risk profile of both has materially increased – for reasons the Corporation has not disclosed to shareholders. Senegal, original partners absent: The original commercial logic of the Senegal project rested on a joint-venture partnership with KN Equipments Inc. and Senegal's Sovereign Wealth Fund FONSIS. Both partners are now absent from the Corporation's disclosure. Per Dynacor's February 11, 2025 release, the project is now led in-country by Mr. Mamadou Mbaye -- the former Executive Vice President of FONSIS. According to a statement issued by the Presidency of the Republic of Djibouti and confirmed by Jeune Afrique Business+, the Board of Directors of the Djibouti Sovereign Fund, which Mr. Mbaye had been appointed to lead, withdrew its confidence in him and terminated his functions with immediate effect following an internal audit. Senegal, security environment: JNIM, an al-Qaeda-affiliated armed group, conducted its largest coordinated offensive in Mali since 2012 on April 25-26, 2026 -- killing the Malian Defense Minister -- and has materially expanded activity along Senegal's eastern border, prompting the deployment of new Gendarmerie units in Kedougou, where Dynacor's pilot plant is located. Senegal, political and regulatory environment: tightening materially -- buffer-zone bans, permit moratoriums, designated-zone restrictions, and military enforcement are structurally squeezing the legal artisanal supply pool, while undocumented ore continues to flow toward Mali. Against that backdrop, Senegal remains a relatively small market and ultimately more of a pilot plant than a scalable platform. Côte d’Ivoire, the opportunity not taken: iolite understands that Mr. Benoît Courteau, the individual named in Dynacor’s February 11, 2025 press release as its General Manager for Côte d’Ivoire, is no longer with the Corporation. Ghana, no meaningful progress: Ghana has been described by the Corporation as a major opportunity. Beyond photographs of meetings, no substantive progress has been disclosed. A PATTERN OF DISCLOSURE FAILURE Each of the matters set out above is, in iolite's view, individually consequential. iolite believes the cumulative effect is that shareholders cannot rely on the incumbent team to provide the disclosure required to make an informed vote at the June 19, 2026 AGM. No successor CEO or Chairman identified as of this release, with the AGM less than four weeks away. Shareholders are being asked to vote on a governance structure without being told who will lead the Corporation the morning after the meeting. The mid-2024 management overhaul -- never explained. The Corporation replaced the Peruvian leadership team that had built the business over two decades, communicating each change as a "strengthening" of operations. More than half the workforce was replaced over sixteen months. The reasoning behind the overhaul, the basis on which replacement executives were selected, and the operational and financial consequences that followed were never disclosed. The rationale remains, to this day, unexplained. SUNAT red-channel classification, January 10 to May 14, 2026 -- a continuous four-month period extending through the April 22 "all-clear" announcement, during which every export shipment was subject to the most stringent of SUNAT's three customs-control regimes. The classification did not lift until May 19 -- 27 days after the Corporation declared operations stabilised. April 2026 dismissals: the two most senior executives of the Peruvian operations -- publicly identified in June 2025 as the architects of the "stronger leadership" -- were terminated six days after the Corporation declared the transformation complete. The timing was sufficiently abrupt that Miner's Day company-wide festivities were cancelled. Silent abandonment of a stated strategy and rationale: the Northern Peru crusher and ore assay laboratory -- the physical infrastructure of the Corporation's publicly stated Northern Peru plant strategy -- were sold without disclosure. Capital raise proceeds were subsequently deployed toward Ecuador without explanation of how the strategic rationale survives the personnel and operational disruptions documented in this release. Inventory irregularities: iolite has been informed of two five-kilogram missing-gold incidents reported internally, which were never disclosed by the Corporation. Independent review -- opaque in every material respect: no written report produced, no external firm identified, no scope or methodology shared, no findings communicated to shareholders. The Board drew its own conclusions about its own conduct, from a review it commissioned, controlled, and conducted through a firm it selected and has declined to name. Shareholders have been offered no independent verification of any kind. Africa expansion -- material risks undisclosed: the original joint-venture partners for the Senegal project are absent from disclosure without explanation; the individual now leading the project in-country has a background shareholders are entitled to scrutinise; the political environment is tightening, the market is small, and Senegal is ultimately just a pilot plant; JNIM has materially escalated operations along Senegal's eastern border. In Côte d'Ivoire, the individual publicly named as in-country lead is no longer with the Corporation. SILENCE, LEGAL THREATS, AND LITIGATION Over more than a year of written correspondence, iolite raised each of the matters set out in this release with the Corporation, with supporting documentation. The Corporation did not engage with their substance. It responded instead with continued litigation against iolite and its representatives. The Corporation announced an external investigation it deemed material enough to disclose publicly yet is actively resisting every attempt to establish what that investigation examined and what it concluded. On April 6, 2026, iolite submitted two proposals for inclusion in the proxy circular: an independent governance review and full disclosure of material facts. The Board excluded both. The exclusion of proposals calling for nothing more than independent oversight and basic transparency is, in iolite's view, itself material information for shareholders assessing the incumbent Board. A board with nothing to hide engages. It does not spend millions in corporate resources -- money belonging to shareholders -- to fight the people asking justified questions. POTENTIAL SCOPE OF CONCERN iolite believes the cumulative cost to shareholders of the matters raised above is significant, and includes -- without limitation: Foregone profits during a record gold-price environment. Gold rose from approximately USD 2,625 per ounce at the start of 2025 to USD 4,325 per ounce by year-end. iolite estimates the foregone windfall attributable to management failures at no less than USD 5 million. Approximately USD 1 million in undisclosed inventory losses from the two missing-gold incidents reported internally. Capital raise proceeds deployed without demonstrated return and a materially heightened risk profile: the contested February 2025 capital raise was justified based on the Corporation’s expansion projects. The risk profile of those projects has since increased materially due to self-inflicted personnel turmoil, raising serious questions regarding execution capability, operational oversight, and the Corporation’s ability to manage heightened geopolitical risk. Legal and advisory costs in connection with employment disputes, litigation against former employees, business partners, shareholders and proxy matters. Potential SUNAT and regulatory exposure in Peru. The consequences under Peruvian customs and tax law of a four-month continuous red-channel classification on every export shipment are materially wider than the existing disclosed figure -- this is the most significant near-term financial risk item. Professional fees expended on the external review -- an engagement that produced no written report and no findings communicated to shareholders. The potential cost and time required to restore operational capabilities -- to the extent these systems and relationships require substantial rebuilding or review. iolite understands that restoring plant throughput came at significant cost. The Corporation has not meaningfully responded to documented concerns. Legal Counsel iolite is represented by Fasken Martineau DuMoulin LLP. About iolite Partners Ltd. Founded in 2008, iolite Capital is a Switzerland-based investment manager focused on exceptional businesses with untapped potential. Using a private equity approach, iolite conducts deep fundamental research, engages constructively with management, and invests for the long term with meaningful skin in the game. www.iolitecapital.com Important Notice This release is published by iolite Partners Ltd., 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, KY1-1002, Grand Cayman, Cayman Islands, on www.iolitecapital.com. Its sole purpose is to inform shareholders of the voting intentions and recommendations of the undersigned, the beneficial owner of 7% of the common shares of Dynacor Group Inc., 606 Cathcart Street, Suite 640, Montreal, Quebec H3B 1K9, Canada (the “Issuer”). This communication is not, and should not be construed as: (A) a proxy solicitation within the meaning of Part 9 of National Instrument 51-102 -- the undersigned relies on the exemption in s. 9.2(1), which relieves a beneficial owner who publicly discloses voting intentions from delivering an information circular when no form of proxy is sought from other securityholders; (B) an information circular, notice of meeting, or form of proxy issued by the Issuer or its management -- shareholders should rely solely on the Issuer's official meeting materials for definitive information; or (C) investment advice or an offer to buy, sell, or exchange any security of the Issuer or any other entity. Do not send the undersigned any proxy, voting instruction form, or other authorization. If you choose to vote, use only the proxy or voting instruction form supplied by the Issuer, or vote in the manner described in the Issuer's materials. The Issuer's 2026 Annual Meeting of Shareholders will be held virtually by live webcast on June 19, 2026, at 10:00 a.m. ET. To attend, vote, or ask questions, follow the procedures set out in the Issuer's management information circular or on its investor-relations webpage. The undersigned accepts no responsibility for any shareholder's inability to access the webcast. View source version on businesswire.com: https://www.businesswire.com/news/home/20260525242436/en/ Investor Relations Contact
iolite Capital | Gwattstrasse 15, 8808 Pfaffikon SZ, Switzerland | +41 79 227 29 08 | dynacor@iolitecapital.com Original: It’s Time to Set Things Right at Dynacor and Ensure the Viability and Success of the Company

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Dynacor Group Inc (DNG)

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Dynacor Group Inc (DNG) ニュース

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