It’s Time to Set Things Right at Dynacor and Ensure the Viability and Success of the Company
iolite Urges Dynacor Shareholders to WITHHOLD Votes at the
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*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
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
FREIENBACH,
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,
On
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.
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FOR THE SAKE OF THE HEALTH AND SUCCESS OF DYNACOR, SHAREHOLDERS ARE URGED TO VOTE AS FOLLOWS |
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WITHHOLD |
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AGAINST |
Resolution 3 -- stock option replenishment (650,000 options) |
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CHANGE PROXY |
The default proxyholder is |
iolite
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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
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.
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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
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
The question before shareholders on
WHAT IOLITE IS CALLING FOR
iolite is calling on the Board to provide:
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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.
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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 th dismissals, the withdrawal ofMr. Misiano's CEO designation, the sourcing disruptions and their operational impact, the missing gold incidents, and theSUNAT 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
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
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.
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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 |
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
What followed was the near-wholesale removal of the longstanding Peruvian leadership within months. By the time the Corporation declared its transformation complete in
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.
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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. |
From
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.
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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 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),
The classification also carries reputational weight particularly significant for
The independent review -- central to the Corporation’s response, opaque in substance
By press release dated
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
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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 announcedJean Martineau's retirement andDaniel Misiano's designation as President & CEO. OnMay 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.
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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
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The Corporation reported operating income of |
For years,
The operative word is existing. The case for expansion into new geographies rested on
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The restructuring was already underway by mid-2024 and in full swing by 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
AFRICAN EXPANSION -- QUESTIONS SHAREHOLDERS ARE ENTITLED TO ASK
The
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Senegal , original partners absent: The original commercial logic of theSenegal project rested on a joint-venture partnership withKN Equipments Inc. andSenegal's Sovereign Wealth Fund FONSIS. Both partners are now absent from the Corporation's disclosure. PerDynacor'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 theRepublic of Djibouti and confirmed by Jeune Afrique Business+, the Board of Directors of theDjibouti Sovereign Fund , whichMr. 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, anal-Qaeda -affiliated armed group, conducted its largest coordinated offensive inMali since 2012 onApril 25-26, 2026 -- killing the Malian Defense Minister -- and has materially expanded activity alongSenegal's eastern border, prompting the deployment of new Gendarmerie units in Kedougou, whereDynacor'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 towardMali . 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’sFebruary 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
- 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.
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SUNAT red-channel classification,January 10 to May 14, 2026 -- a continuous four-month period extending through theApril 22 "all-clear" announcement, during which every export shipment was subject to the most stringent ofSUNAT's three customs-control regimes. The classification did not lift untilMay 19 -- 27 days after the Corporation declared operations stabilised. -
April 2026 dismissals: the two most senior executives of the Peruvian operations -- publicly identified inJune 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 statedNorthern Peru plant strategy -- were sold without disclosure. Capital raise proceeds were subsequently deployed towardEcuador 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.
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Africa expansion -- material risks undisclosed: the original joint-venture partners for theSenegal 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, andSenegal is ultimately just a pilot plant; JNIM has materially escalated operations alongSenegal'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.
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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:
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Foregone profits during a record gold-price environment. Gold rose from approximately
USD 2,625 per ounce at the start of 2025 toUSD 4,325 per ounce by year-end. iolite estimates the foregone windfall attributable to management failures at no less thanUSD 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.
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Potential
SUNAT and regulatory exposure inPeru . 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
About iolite
Founded in 2008, iolite Capital is a
Important Notice
This release is published by iolite
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
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Investor Relations Contact
iolite Capital | Gwattstrasse 15, 8808 Pfaffikon SZ,
Source: iolite