Dynacor Sets the Record Straight Ahead of June 19, 2026 Annual Meeting of Shareholders

Executive Summary

• Dynacor Group Inc. issued a formal public response to activist investor iolite Partners Ltd., addressing unsubstantiated allegations and clarifying corporate governance and leadership succession plans ahead of its June 19, 2026 AGM.
• The Board confirmed that outgoing CEO Jean Martineau will retire and Daniel Misiano will assume the CEO role post-AGM, explaining that Misiano was excluded from the director ballot to preserve board independence and continuity during the executive transition.
• Dynacor unanimously recommended shareholders vote FOR all director nominees and meeting resolutions, rejecting iolite’s renewed "WITHHOLD" campaign and highlighting the company’s record financial performance in 2025 and Q1 2026.

Key Details

• Activist Campaign Context: iolite Partners Ltd. issued a public communication on May 25, 2026, launching a new "WITHHOLD" campaign targeting five of Dynacor’s director nominees ahead of the June 19, 2026 AGM. This follows a failed requisitioned meeting in April 2025 and a failed "WITHHOLD" campaign at the 2025 annual meeting.
• Leadership Succession: CEO Jean Martineau is transitioning to retirement. Daniel Misiano, currently President, will be appointed Chief Executive Officer following the June 19, 2026 AGM. The Board deliberately did not nominate Misiano as a director to maintain an appropriate balance of skills, independence, and continuity during the management transition.
• Governance & Compliance Rebuttal: The Board rejected iolite’s claims of inadequate oversight, affirming that financial reporting and controls are continuously monitored by management, the Audit Committee, and external independent auditors. Compliance is maintained with NI 52-109, IFRS, TSX requirements, and Canadian securities legislation.
• Shareholder Proposal Exclusion: iolite’s proposed shareholder resolutions were excluded from the management information circular because they failed to comply with sections 200 and 203 of the Business Corporations Act and section 4 of the Regulation respecting shareholder proposals (S-31.1, r.2).
• Financial Performance Highlights: Dynacor reported a second consecutive year of record financial performance in 2025, including profitability, and delivered record first-quarter results in Q1 2026.
• Resource & Cost Impact: The Board noted that prolonged governance campaigns and repetitive public allegations have forced the Corporation to incur incremental legal, advisory, and communications costs, which are ultimately borne by all shareholders and divert management time from core operational initiatives.
• Board Recommendation: The Board unanimously recommends that shareholders vote FOR the election of each director nominee and FOR all annual meeting resolutions as outlined in the Circular dated May 19, 2026.
• Meeting Logistics: The Annual General Meeting is scheduled for June 19, 2026. Shareholders are instructed to vote using only the official proxy or voting instruction form and to review the Corporation’s public disclosure record and Circular for verified information.
• Corporate Profile: Dynacor Group is an ore processing company focused on producing traceable, responsibly sourced gold from artisanal miners in Peru, with expansion plans into West Africa and Latin America. It operates the Veta Dorada plant and owns a gold exploration property in Peru. The PX Impact® gold premium funds the Fidamar Foundation for community health and education projects.