{"id":12864,"date":"2026-06-02T00:09:23","date_gmt":"2026-06-02T04:09:23","guid":{"rendered":"https:\/\/dynacor.com\/?p=12864"},"modified":"2026-07-03T00:22:50","modified_gmt":"2026-07-03T04:22:50","slug":"dynacor-sets-the-record-straight-ahead-of-june-19-2026-annual-meeting-of-shareholders","status":"publish","type":"post","link":"https:\/\/dynacor.com\/en\/dynacor-sets-the-record-straight-ahead-of-june-19-2026-annual-meeting-of-shareholders\/","title":{"rendered":"Dynacor Sets the Record Straight Ahead of June 19, 2026 Annual Meeting of Shareholders"},"content":{"rendered":"<div class=\"wpb-content-wrapper\">[vc_row][vc_column][vc_column_text css=&#8221;.vc_custom_1783051783984{margin-bottom: 0px !important;}&#8221;]\n<ul>\n<li><strong><em>Dynacor\u2019s Board and management have responded diligently to iolite\u2019s activism, consistent with their duties and the need to protect the Corporation\u2019s legitimate interests.<\/em><\/strong><\/li>\n<li><strong><em>The Activist continues to mislead shareholders with unsubstantiated assertions and repeated mischaracterizations of facts.<\/em><\/strong><\/li>\n<li><strong><em>The Activist refuses to accept Dynacor\u2019s shareholders\u2019 decisions, in spite of a failed requisitioned meeting in April 2025, and a failed WITHHOLD campaign at the 2025 annual meeting. He has returned with another WITHHOLD campaign ahead of the Corporation\u2019s 2026 annual meeting.<\/em><\/strong><\/li>\n<li><strong><em>Dynacor\u2019s Board recommends that shareholders vote FOR the election of each director nominee and for the annual meeting resolutions.<\/em><\/strong><\/li>\n<\/ul>\n<p align=\"justify\">MONTREAL, June 02, 2026 (GLOBE NEWSWIRE) &#8212;\u00a0<strong>Dynacor Group Inc. (TSX: DNG) (<\/strong>&#8220;<strong>Dynacor<\/strong>&#8220;<strong>\u00a0or the\u00a0<\/strong>&#8220;<strong>Corporation<\/strong>&#8220;<strong>)<\/strong>\u00a0is issuing this news release in response to a public communication issued by iolite Partners Ltd. (\u201ciolite\u201d or the \u201cActivist\u201d) on May 25, 2026.<\/p>\n<p align=\"justify\"><strong>Iolite\u2019s Repetitive Demands<\/strong><\/p>\n<p align=\"justify\">The Corporation supports shareholders\u2019 right to be informed and to express their views. However, its Board of Directors (\u201cthe Board\u201d) is concerned that the iolite\u2019s communication contains misleading characterizations, unsubstantiated assertions and omissions of context that risk confusing shareholders as they consider how to vote at Dynacor\u2019s annual meeting of shareholders scheduled for June 19, 2026 (the \u201cMeeting\u201d). This news release is intended to help ensure shareholders have accurate information and appropriate context.<\/p>\n<p align=\"justify\">Over the past 18 months, iolite has initiated a high volume of correspondence and public communications, including repetitive demands. The Board and management have responded diligently, consistent with their duties and the need to protect the Corporation\u2019s legitimate interests. While Dynacor values the views of all shareholders and remains committed to transparent and constructive engagement, it will not continue to devote disproportionate time and resources to repetitive requests and public allegations that do not advance the Corporation\u2019s interests. The Board is also mindful that prolonged governance campaigns and repeated mischaracterizations of facts require the Corporation to incur incremental legal, advisory and communications costs that are ultimately borne by all shareholders.<\/p>\n<p align=\"justify\">Certain shareholders have expressed concern that the ongoing campaign is diverting disproportionate amount of management\u2019s time and corporate resources away from initiatives that would better advance the Corporation\u2019s interests.<\/p>\n<p align=\"justify\"><strong>Clarifications regarding Activist\u2019s Statements<\/strong><\/p>\n<p align=\"justify\">Due to the repeated nature of the Activist\u2019s requests, the Board wishes to address certain points presented by iolite in a misleading manner, to ensure shareholders make their voting decisions based on accurate information ahead of the Meeting.<\/p>\n<p align=\"justify\"><em>CEO appointment and director nominations<\/em><\/p>\n<p align=\"justify\">The Activist suggests that Dynacor \u201cquietly removed\u201d Mr. Daniel Misiano, President and Chief Executive Officer, from the ballot for election as a director.\u00a0<strong><u>This is misleading<\/u><\/strong>.<\/p>\n<ul type=\"disc\">\n<li><strong>Mr. Misiano will be appointed Chief Executive Officer of the Corporation following the June 19, 2026 AGM. He succeeds Mr. Jean Martineau, who has announced his intention to transition from the role of President and CEO as he approaches retirement. Board composition decisions should not be misconstrued as a change to executive appointments. The Board determined not to nominate Mr. Misiano for election as a director at the Meeting in order to maintain an appropriate balance of skills, independence and continuity during a period of management transition.<\/strong><\/li>\n<\/ul>\n<p align=\"justify\"><em>Governance and oversight<\/em><\/p>\n<p align=\"justify\">iolite\u2019s communication repeatedly implies that the Board has not exercised appropriate oversight or has acted without regard to shareholders\u2019 interests.\u00a0<strong><u>The Board rejects these characterizations<\/u><\/strong>.<\/p>\n<ul type=\"disc\">\n<li><strong>The Board continues to oversee the Corporation\u2019s strategy, risk management, compliance and disclosure and has made governance and leadership decisions it believes are in the best interests of the Corporation.<\/strong><\/li>\n<\/ul>\n<p align=\"justify\"><em>Serious allegations and assertions without substantiation<\/em><\/p>\n<p align=\"justify\">iolite\u2019s communication includes serious allegations and assertions, including speculative estimates of financial losses and regulatory exposure.\u00a0<strong><u>The Activist\u2019s allegations are baseless<\/u><\/strong><u>.<\/u><\/p>\n<ul type=\"disc\">\n<li><strong>Where a shareholder publishes allegations of this nature without adequate sourcing or context, there is a risk that shareholders may be misled. Shareholders should exercise caution and rely on the Corporation\u2019s public disclosure record and Meeting materials for verified information. In 2025, Dynacor posted a second straight record financial performance including profitability, in addition to delivering record first-quarter results in Q1-2026.<\/strong><\/li>\n<\/ul>\n<p align=\"justify\"><strong>Iolite\u2019s Demands<\/strong><\/p>\n<p align=\"justify\">iolite\u2019s communication also lists a series of requested actions, including that the Corporation pre-announce future leadership decisions, commission and publicly report on additional \u201cindependent\u201d governance and forensic reviews, and provide public commentary on a range of operational, personnel and regulatory matters. The Board has reviewed these requests and considers them disproportionate and duplicative of the Corporation\u2019s existing oversight and disclosure processes. The Board takes a multi-horizon approach in serving the best interests of all shareholders, not just one.<\/p>\n<p align=\"justify\">More specifically:<\/p>\n<ul>\n<li>The Corporation has already announced the appointment of Mr. Daniel Misiano as Chief Executive Officer. The Board maintains appropriate Board leadership and a formal succession and transition process for senior leadership and Board roles. The Corporation\u2019s governance is overseen by a Board with independent directors and standing committees, including the Audit Committee, and the Board is regularly advised by external professionals as appropriate.<\/li>\n<li>The Corporation\u2019s financial reporting and controls are subject to ongoing oversight by management, the Audit Committee and the Corporation\u2019s external independent auditors. Its financial reporting processes and internal control framework are designed to comply with applicable securities legislation, including National Instrument 52-109, IFRS Accounting Standards, TSX requirements, and other regulatory and governance requirements applicable to Canadian public issuers.<\/li>\n<li>Dynacor is committed to full, true and plain disclosure of material information and complies with its continuous disclosure obligations.<\/li>\n<li>The Board and management regularly review the Corporation\u2019s strategy, capital allocation and operational performance, including in respect of Peru and the Corporation\u2019s growth initiatives. The strategic rationale for the Corporation\u2019s financing activities and updates on strategy and operations is addressed through the Corporation\u2019s public disclosure, including its MD&amp;A and other filings. Information regarding directors and certain senior executives is also provided in its management information circular dated May 19, 2026 (the \u201c<strong>Circular<\/strong>\u201d) and the Corporation\u2019s disclosure record.<\/li>\n<li>The Board conducts regular assessments of Board and committee effectiveness and has an ongoing renewal and succession process. The Board determined that the nominees presented in the Circular collectively provide the experience, independence and continuity required to oversee the Corporation\u2019s strategy, risk management and governance, and therefore recommends that shareholders vote FOR their election.<\/li>\n<li>The Board and management share the objective of maintaining strong leadership, compliance and responsible sourcing practices. Dynacor\u2019s commitment to responsible, traceable sourcing remains central to its business model.<\/li>\n<li>iolite\u2019s shareholder proposals were not included in the Corporation\u2019s management information circular because they were not compliant with sections 200 and 203 of the\u00a0<em>Business Corporations Act<\/em>\u00a0and section 4 of the\u00a0<em>Regulation respecting shareholder proposals (S-31.1, r.2).<\/em><\/li>\n<\/ul>\n<p>&nbsp;<\/p>\n<p align=\"justify\"><strong>Second Withhold Campaign within Twelve Months<\/strong><\/p>\n<p align=\"justify\">iolite is urging shareholders to WITHHOLD votes from the election of five of Dynacor\u2019s director nominees. Shareholders may recall that iolite unsuccessfully pursued a similar campaign in 2025, which required the Corporation to incur considerable incremental costs and devote substantial management and Board time.<\/p>\n<p align=\"justify\"><strong>Board Recommendation and Voting<\/strong><\/p>\n<p align=\"center\"><strong>The Board unanimously recommends that shareholders vote<\/strong><br \/>\n<strong><u>FOR<\/u><\/strong><strong>\u00a0the election of each of the Corporation\u2019s director nominees and<\/strong><br \/>\n<strong><u>FOR<\/u><\/strong><strong>\u00a0the Meeting resolutions, as described in the Circular.<\/strong><br \/>\n<strong>Shareholders are encouraged to exercise their voting rights at the Meeting based on the Corporation\u2019s official Meeting materials<\/strong><br \/>\n<strong>and the Corporation\u2019s public disclosure record.<\/strong><\/p>\n<p align=\"justify\"><strong>How to Vote and Where to Get More Information<\/strong><\/p>\n<p align=\"justify\">The Meeting will be held on June 19, 2026. Shareholders are encouraged to vote promptly using only the Corporation\u2019s proxy or voting instruction form and in accordance with the instructions in the Circular.<\/p>\n<p align=\"justify\">If you have questions about the Meeting, voting, or the Corporation\u2019s disclosure, please contact:<\/p>\n<p align=\"justify\"><strong>Laurel Hill Advisory Group<br \/>\n<\/strong>North American Toll Free: 1-877-452-7184<br \/>\nInternational: 1-416-304-0211 (collect call outside North America)<br \/>\nText Message: Text \u201cINFO\u201d to 1-877-452-7184 or 1-416-304-0211)<br \/>\nEmail:\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=Gr0UP-7yOVBxFu1jud_PZxSPUJssqTsi0JClKEZDCZYTgJI_FS1Dd63dUU5WcTwoyjK7aEiZKRkMBE8yyT6kgwj0spmFDr09SKKMrDt974gAp14Jw_dBItNTmwkpYmCb\" target=\"_blank\" rel=\"nofollow noopener\"><strong>assistance@laurelhill.com<\/strong><\/a><\/p>\n<p align=\"justify\"><strong>About<\/strong>\u00a0<strong>Dynacor<\/strong><\/p>\n<p align=\"justify\">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.<\/p>\n<p align=\"justify\">The premium paid by luxury jewellers for Dynacor\u2019s PX Impact\u00ae gold goes to Fidamar Foundation, an NGO that mainly invests in health and education projects for artisanal mining communities in Peru. Visit\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=M8hMz8jSuJr5TREkGH92GG2hAltrBM3_iS5oMio97vEFVktE3942ZOXAVuIyds4H2MjCg82Om79tZW7nyh3yQfxFBmD_f2xy3KLsn1ElE7Y=\" target=\"_blank\" rel=\"nofollow noopener\">www.dynacor.com<\/a>\u00a0for more information.<\/p>\n<p><strong>Forward-Looking<\/strong>\u00a0<strong>Information<\/strong><\/p>\n<p align=\"justify\">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\u2019s current expectations regarding future events and operating performance as of the date of this news release.<\/p>\n<p><strong>Contact:<\/strong><\/p>\n<p>For more information, please contact:<\/p>\n<p>Ruth Hanna<br \/>\nDirector, Investor Relations<br \/>\nT: 514-393-9000 #236<br \/>\nE:\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=QpAUozKDMQuZEJoaAb2ltRa54xqGg88_uDvaj_iqLpc6lQdLg99IudngmkTUVe9sdyZjmII-xKHE4v41ZTXx2qtA-XsHYtsT2pkYhTcWB0E=\" target=\"_blank\" rel=\"nofollow noopener\">investors@dynacor.com<\/a><br \/>\nWebsite:\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=HA43I0jXzZ4iRRJ6Aox5l72oo1hpUDQR1V8184gaN0XgXj_2-lW9gXJQfb9EuAy2kP46sLP-njG4Sdx3Td74uQoC_Q6dAVR1CMrf_uoA1fw=\" target=\"_blank\" rel=\"nofollow noopener\">https:\/\/dynacor.com<\/a><\/p>\n<p>Renmark Financial Communications Inc.<br \/>\nBettina Filippone<br \/>\nT: (416) 644-2020 or (212) 812-7680<br \/>\nE:\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=7g2ehNrzODIA7yTU_uXLCgN5fjbXnWmCg7O8DtEllsAH_eQRXa_q6HwIFNdvw_1uUCaqECH_KXDtlDdWeffULMYmx2yuoy_PBjn_gF1ZNpBCntyZBnAQb-fh13Q7FIgu2vgz_oqSDAF0dEWiR3jBCw==\" target=\"_blank\" rel=\"nofollow noopener\">bfilippone@renmarkfinancial.com<\/a><br \/>\nWebsite:\u00a0<a href=\"https:\/\/www.globenewswire.com\/Tracker?data=oIqnQqQNL0wed-1D-8oXJMg0ruSaX9_mtakGgoSnhOtgZNvwZPkFKOk9CiBrsuaBhV8mugOHHxH-RoeRpEAb-RD7HOIZ0Mr_owL6bKhoCWcE6HOnwLvMgzZuzRIZigBg\" target=\"_blank\" rel=\"nofollow noopener\">www.renmarkfinancial.com<\/a>[\/vc_column_text][\/vc_column][\/vc_row]\n<\/div>","protected":false},"excerpt":{"rendered":"<p>[vc_row][vc_column][vc_column_text css=&#8221;.vc_custom_1783051783984{margin-bottom: 0px !important;}&#8221;] Dynacor\u2019s Board and management have responded diligently to iolite\u2019s activism, consistent with their duties and the need to protect the Corporation\u2019s legitimate interests. The Activist continues to mislead shareholders with unsubstantiated assertions and repeated mischaracterizations of facts. The Activist refuses to accept Dynacor\u2019s shareholders\u2019 decisions, in spite of a failed requisitioned [&hellip;]<\/p>\n","protected":false},"author":8,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[66,61,65,11,20],"tags":[],"class_list":["post-12864","post","type-post","status-publish","format-standard","hentry","category-66","category-actualites","category-english","category-financial-reports","category-press-releases"],"_links":{"self":[{"href":"https:\/\/dynacor.com\/en\/wp-json\/wp\/v2\/posts\/12864","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/dynacor.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/dynacor.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/dynacor.com\/en\/wp-json\/wp\/v2\/users\/8"}],"replies":[{"embeddable":true,"href":"https:\/\/dynacor.com\/en\/wp-json\/wp\/v2\/comments?post=12864"}],"version-history":[{"count":1,"href":"https:\/\/dynacor.com\/en\/wp-json\/wp\/v2\/posts\/12864\/revisions"}],"predecessor-version":[{"id":12866,"href":"https:\/\/dynacor.com\/en\/wp-json\/wp\/v2\/posts\/12864\/revisions\/12866"}],"wp:attachment":[{"href":"https:\/\/dynacor.com\/en\/wp-json\/wp\/v2\/media?parent=12864"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/dynacor.com\/en\/wp-json\/wp\/v2\/categories?post=12864"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/dynacor.com\/en\/wp-json\/wp\/v2\/tags?post=12864"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}