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- Dynacor is disappointed that iolite Partners Ltd. (the "Dissident") has circulated a dissident proxy circular soliciting shareholders to withhold votes from certain director nominees, among other disruptive actions. Dynacor reminds shareholders that the Dissident was not elected at last year's special meeting, which he called in an attempt to secure his election to Dynacor's board. The Dissident's recommendations would not serve the best interests of shareholders and would undermine the Corporation's strategic momentum and governance stability.
- Global leading independent proxy advisors ISS and Glass Lewis recommend shareholders vote FOR Dynacor's director nominees.
- Dynacor is proposing an orderly and well-planned leadership transition, focused on stability and execution in an unstable economic and geopolitical environment.
- Management has delivered a strong long-term performance, generating a cumulative total shareholder return of approximately 3X over the past five years.
- Dynacor's Board urges shareholders to vote on the WHITE proxy (the original proxy mailed before the dissident circular) in advance of the voting deadline and to disregard the Dissident's proxy materials.
Dynacor Group Inc. (TSX: DNG,OTC:DNGDF) ("Dynacor" or the "Corporation") is pleased to announce that its director nominees and other annual meeting resolutions received favorable voting recommendations from Glass Lewis and Co., LLC ("Glass Lewis") and Institutional Shareholder Services Inc. ("ISS"), two leading independent proxy advisory firms that, among other services, provide voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.
INDEPENDENT EXPERTS AGREE: VOTE FOR ALL DIRECTOR NOMINEES
ISS and Glass Lewis have recommended that Dynacor's shareholders vote FOR the election of each of the Corporation's director nominees at the Corporation's Annual General Meeting of Shareholders (the "Meeting"), which will be held via live webcast at https://meetings.lumiconnect.com/400-469-695-838 on Friday, June 19, 2026 at 10:00 a.m. (EDT).
Additionally, ISS and Glass Lewis recommend that shareholders vote FOR the re-appointment of the auditor. Glass Lewis has also recommended voting FOR the amendment to the Stock Option Plan to replenish the pool. ISS, which supported the same plan in connection with last year's AGM, has noted a minor clarification regarding amendment provisions consistent with its recent guidance, which the Board will consider the next time the plan is amended. The plan, meanwhile, fully complies with regulatory and TSX requirements.
Dynacor shareholders are encouraged to read Dynacor's meeting materials in detail and cast their votes prior to the proxy voting deadline. Copies of the meeting materials are available on the Corporation's website at https://dynacor.com/agm-2026/ or on the Corporation's SEDAR+ profile at www.sedarplus.ca, and more information about the Dissident's disruptive activities and inaccurate statements can be found at https://dynacor.com/en/news/.
THE DISSIDENT HAS UNSUCCESSFULLY USED THIS PLAYBOOK BEFORE
The Dissident's campaign continues a pattern of disruptive activism that diverts disproportionate corporate resources toward responding to repetitive requests and unfounded allegations that do not advance the Corporation's interests. Despite unsuccessful efforts in 2025, including a failed requisitioned meeting, a failed withhold campaign, and a failed attempt to elect a director to Dynacor's board, the Dissident persists in challenging shareholder decisions.
Notably, following the failed 2025 campaigns, the Dissident made unreasonable demands regarding share buybacks and legal fees, that overturn other shareholder decisions and disregard their interests. The current solicitation, characterized by misleading communications, appears once again driven by the Dissident's personal objectives rather than shareholder value.
MANAGEMENT'S TRACK RECORD AND STRATEGIC ACHIEVEMENTS
Over three decades, Dynacor has built a resilient business model as a leader in responsible gold sourcing from artisanal miners. Key achievements under the current Board's oversight include:
- Strong shareholder return: Management has delivered a strong long-term performance, generating a cumulative total shareholder return of approximately 3X over the past five years.
- Industry-leading traceability standards: Dynacor has pioneered a processing platform with rigorous sourcing protocols and audit standards for government-permitted artisanal miners that has become a benchmark for the artisanal mining sector. Its unique business model enables governments to regulate the sector and miners to participate in the formal economy.
- Record operational performance: In Q1-2026, the Corporation reported record first-quarter production that resulted in record operating income of US$13.5 million, demonstrating the strength of its core operating model despite competitive market conditions.
- Strategic geographic diversification: The Corporation is actively expanding into West Africa and Latin America, building on its foundation in Peru to create a diversified asset base that reduces jurisdictional risk.
- Social impact through Fidamar Foundation: The premium paid by luxury jewelers for Dynacor's PX Impact® gold funds health and education projects for artisanal mining communities in Peru, reinforcing the Corporation's commitment to responsible sourcing.
BOARD RECOMMENDATION
The Board unanimously recommends that shareholders vote FOR the election of each of the Corporation's director nominees and FOR the Meeting resolutions, as described in the Circular. Shareholders are encouraged to exercise their voting rights at the Meeting based on the Corporation's official Meeting materials and the Corporation's public disclosure record.
The Board believes that the Dissident's recommendations would not serve the best interests of shareholders and would undermine the Corporation's strategic momentum and governance stability.
If you have questions about the Meeting, voting, or the Corporation's disclosure, please contact:
Laurel Hill Advisory Group
North American Toll Free: 1-877-452-7184
International: 1-416-304-0211 (collect call outside North America)
Text Message: Text "INFO" to 1-877-452-7184 or 1-416-304-0211)
Email: assistance@laurelhill.com
About Dynacor
Dynacor Group is an ore processing company dedicated to producing gold sourced from artisanal miners. Since its establishment in 1996, Dynacor has pioneered a responsible mineral supply chain with stringent traceability and audit standards for the fast-growing artisanal mining industry. By focusing on formalized miners, the Canadian company offers a win-win approach for governments and miners globally. Dynacor operates the Veta Dorada plant and owns a gold exploration property in Peru. The company is expanding to West Africa and within Latin America.
The premium paid by luxury jewellers for Dynacor's PX Impact® gold goes to Fidamar Foundation, an NGO that mainly invests in health and education projects for artisanal mining communities in Peru. Visit www.dynacor.com for more information.
Forward-Looking Information
Certain statements in the preceding may constitute forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Dynacor, or industry results, to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statements. These statements reflect management's current expectations regarding future events and operating performance as of the date of this news release.
Contact:
For more information, please contact:
Ruth Hanna
Director, Investor Relations
T: 514-393-9000 #236
E: investors@dynacor.com
Website: https://dynacor.com
Renmark Financial Communications Inc.
Bettina Filippone
T: (416) 644-2020 or (212) 812-7680
E: bfilippone@renmarkfinancial.com
Website: www.renmarkfinancial.com
