Independent Proxy Advisory Firms ISS and Glass Lewis Unanimously Support the Election of ALL Director Nominees at Dynacor’s AGM
Independent Proxy Advisory Firms ISS and Glass Lewis
Unanimously Support the Election of ALL Director
Nominees at Dynacor’s AGM
• 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 electio n 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.
Montreal, June 8, 202 6 - Dynacor Group Inc. (TSX: DNG) ( "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 campaign s, 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: [email protected]
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 mate rially 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
Website: https://dynacor.com
Renmark Financial Communications Inc.
Bettina Filippone
T: (416) 644-2020 or (212) 812-7680
Website: www.renmarkfinancial.com