The Case For Change
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 five incumbent directors responsible for operations, audit & risk, ESG, and disclosure at the annual general meeting on Friday, June 19, 2026.
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.
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.
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 28 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.