Latest news with #Dynacor
National Post
29-05-2025
- Business
- National Post
Dynacor Receives Positive ISS Recommendation FOR All Director Nominees and Meeting Resolutions at the Annual Meeting of Shareholders and Provides Corporate Updates
Article content ISS is a leading provider of corporate governance and responsible investment solutions, voting recommendations and fund services for institutional investors and corporations. Dynacor provides corporate updates and information about matters related to the company's annual meeting of shareholders scheduled for June 17, 2025. Shareholders who have questions or need assistance with voting can contact Dynacor's proxy solicitation agent, Laurel Hill Advisory Group at 1-877-452-7184 or assistance@ Article content Article content MONTREAL — Dynacor Group Inc. (TSX: DNG) ('Dynacor' or the 'Corporation'), is pleased to announce Institutional Shareholder Services Inc. (' ISS '), a leading independent proxy advisory firm, recommended the Corporation's shareholders vote FOR all of the resolutions that will be put forth at the Corporation's annual meeting of shareholders (the ' Meeting '), scheduled for June 17, 2025 at 10:00 a.m. (Eastern Time). Dynacor is also providing corporate updates below to apprise shareholders of its value-enhancing initiatives, provide clarity about its business model, and to redress the misconception that it is a conventional gold mining company. Article content Shareholders can attend the virtual Meeting at The password to enter the meeting is dynacor2025. Article content Dynacor's 2025 AGM Matters Article content iolite Capital Ltd. (' iolite ' or the ' Dissident '), called a special meeting of shareholders on April 16, 2025 (the ' Requisitioned Meeting '). At the Requisitioned Meeting, shareholders overwhelmingly voted AGAINST iolite's resolution to increase the Board's size to nine directors and AGAINST iolite's nominee for election to the board. Article content Following the defeat of iolite's resolutions at the Requisitioned Meeting, Dynacor received an advance notice submission ('ANP') from iolite to nominate a director to Dynacor's board at the Corporation's annual meeting of shareholders on June 17, 2025. Dynacor is not legally required to include this nominee in its circular. As is standard with ANPs, the Dissident is required to issue an information circular and a form of proxy to Dynacor's shareholders to solicit support for its nominee. Article content After Dynacor received the ANP, the Board's Governance, Nomination and Compensation committee reviewed the candidate's qualifications and concluded his skills and experience were not additive to the Board due to the following: Article content The Dissident's nominee served on three boards of companies that were involved in bankruptcy proceedings: The nominee has served on the boards of three companies that became subject to insolvency or bankruptcy proceedings while he was acting as director or within one year of ceasing to act in that capacity. Experience not in Dynacor's core business: The majority of the nominee's board experience is with tin and titanium mining companies. The Dissident nominee also has no experience in Latin America, no familiarity with the artisanal gold mining sector, and offers no experience with complex ecosystems requiring high -level compliance. Pre-existing history with iolite: The nominee has a pre-existing history with the Dissident. They collaborated in August 2024 when the iolite nominated him as one of three people to be elected to the board of Bowen Coking Coal. This was the Dissident's first proxy contest. Directors should be independent – their duty is to all shareholders. Article content In their reports issued for the Requisitioned Meeting, ISS and Glass Lewis & Co. LLC (Glass Lewis), independent proxy advisory firms, recommended Dynacor shareholders to vote FOR management's nominees. Both highlighted the unnecessary pressure applied by the Dissident and the fact that the Dissident has not made a compelling case for changes on the Board. In particular, Glass Lewis recommended voting AGAINST iolite's representative due to his lack of detail and analysis, and his short-term perspectives. Article content Dynacor reaffirms its commitment to maintain the same long-term approach to shareholder value creation that has buttressed its enviable record of growth to date. It thanks shareholders for their support and invites them to vote for the Board nominees who have shepherded the Corporation's success to date. Article content At the Meeting, Dynacor's shareholders will vote on the following resolutions: Article content YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY The proxy voting deadline is on Friday, June 13, 2025 at 10:00 a.m. (Eastern Time). Article content The board of directors of Dynacor Group Inc. unanimously recommends that shareholders VOTE FOR all the director nominees and proposed resolutions, using only the GOLD form of proxy or voting instruction form. Article content We encourage our shareholders to read the Corporation's management information circular (the ' Circular ') dated May 14, 2025 in detail and cast their votes prior to the proxy voting deadline. The Circular is available under Dynacor's profile on SEDAR+ at and on the Company's website at Article content To be able to participate, interact, ask questions and vote at the Meeting, you must have previously acquired the 13-digit proxyholder control number or previously appointed yourself as proxyholder on the voting instruction form or online as applicable. Otherwise, you will only be able to attend as a guest. Article content The following steps apply to shareholders who wish to appoint a proxyholder other than the persons whose names already appear as proxyholders in the form of proxy or voting instruction form, including non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting. Article content Step 1: Appoint your proxyholder. Insert your proxyholder's name (or your own name of you wish to attend, vote and participate in the meeting as a proxyholder) in the blank space provided in the voting instruction form or online before 10:00 a.m. (Eastern Standard Time) on June 12, 2025 and follow the instructions for submitting such voting instruction form. Article content Step 2: Register your proxyholder, as described below. Article content Board Focus on Long-Term Value Generation Article content Dynacor's current board (the 'Board ') and management team (' Management ') are committed to creating long-term value for the Corporation's shareholders through producing responsibly sourced gold from steady-state operations in Peru, building local wealth, expanding the Corporation's international footprint, and deepening its relationships with stakeholders. Article content The Board has successfully steered Dynacor through the Corporation's start-up to scale-up periods, methodically transforming its culture, overseeing tremendous shareholder value creation and positioning it for international growth. From June 20, 2017 when Mr. Pierre Lépine was appointed chair of the Board, through May 27, 2025, Dynacor has been an outperformer, delivering shareholder returns of 159%. This compares favourably with the 73% returns provided by the S&P TSX Composite index and the 143% return by the S&P 500 index in the same period. Recently, Dynacor received sector-agnostic recognition through its inclusion in the TSX30 2024, a ranking of top-performing stocks on the TSX over a 3-year period. Article content Under the guidance of the Board, the seasoned Management team has maintained a stellar track record, highlighting the long-term strength of its business model, its ability to navigate tough jurisdictions, lay the foundations for growth, and return capital to shareholders over the past decade. Notably, the Corporation has: Article content Maintained and grown stable profitability over the past 14 years, growing EBITDA by a 15% CAGR. Maintained a strong, clean balance sheet with $59M in cash and short-term investment, no debt, and a simple capital structure. Used its consistent and predictable income to reward shareholders through dividends and share buybacks – On an annualized basis, the Corporation is currently paying a ~3.36% dividend. Carried out in-depth groundwork to expand its proven, successful model into new jurisdictions using the same consistent approach that has defined Dynacor's exceptional trajectory. As the artisanal mining sector is generally uncharted territory, proprietary research takes time. Posted a record 2024 year including record operating cash flow, cash gross operating margin, sales, net income, EBITDA and ore processed. Continued growth and achievement in a rapidly changing and challenging business environment including COVID-19; market reticence towards artisanal miners; difficulty accessing financing due to the company's novel business model; multiple gold price cycles; the ramp-up and multiple expansions of the Veta Dorada plant; and formalization of the Peruvian artisanal mining sector. Article content Dynacor takes a two-pronged approach to driving long-term and sustainable shareholder value creation: international expansion into new, carefully selected countries, and optimization of its operations. Article content Under its international expansion plan, the Corporation's goal of producing 500,000 ounces of gold by 2030 is aligned with its prudent financial and operational management approach. Dynacor's expansion plan: Article content builds on the extensive foundational work and relationships already established in the regions selected for our expansion projects; de-risks its entry into Africa through construction of a test pilot plant in Senegal; leverages the streamlined workforce in Peru and newly recruited management in Montreal with African and specialist experience, all of which to support future growth; and is based on commissioning one processing plant annually. Article content In particular, the expansion of Dynacor's management team is a game-changer that has underwritten disciplined and timely execution of its expansion to date and provides a succession plan to Dynacor shareholders. Article content On the optimization front, Dynacor has launched and is accelerating operating efficiency initiatives at its plant in Peru to improve productivity, efficiency and gold recoveries. The optimization measures include automated addition of chemical reagents, reduced consumption of water through thickeners; an ERP system; and improved layout of new tailings, which are included in the 2025 capital expenditure plan for Peru. Once realized, the measures are expected to enhance productivity, primarily impacting 2026. In parallel, the Corporation has refreshed its workforce in Peru and in Canada, positioning it strongly for its international expansion. Article content Dynacor – An Industrial Company, Not Your Run-of-the Mill Junior Gold Producer Article content Although it mills gold sourced directly from artisanal gold miners, Dynacor's core business is neither gold mining nor gold exploration. Below, we include some key differentiators between Dynacor and junior gold mining stocks, to help dispel misconceptions and counter the misrepresentation of Dynacor as a gold mining company: Article content Dynacor is peerless – Due to Dynacor's unique business model and industry positioning as an ore processor, it has no publicly listed peers. The closest comparisons to Dynacor can be broken down into two groups: Canadian industrial firms and mining services firms. However, neither is perfectly related to Dynacor. As it is not a gold mining company, Dynacor's stock price has never tracked junior gold indexes. This year is no exception. Despite a reduced stock market performance in the last four months occasioned by a contested meeting of shareholders on April 16, 2025 and uncertainty related to the threat of additional proxy contests, the Dynacor share price has outperformed the S&P TSX Composite Index from the beginning of the year to current date. Since 2017, DNG has delivered shareholder returns of 159% compared to GDXJ's 97% returns. Dynacor offers stability – DNG is much less volatile than junior gold mining stocks as it has no exposure to mining or exploration risk. Dynacor's costs vary – Unlike mining companies with operational costs that are relatively stable, DNG's costs vary on a daily basis. This is because the bulk of its costs relate to the daily purchasing of ore. Gold ore is bought at a discount to the spot price on the day of purchase, and the ensuing inventory is generally sold 10-15 days later. DNG offers short stretches of exposure to the gold price – As DNG's only exposure to t he gold price is during this 15-day average inventory turnover, it offers a natural hedge or a proxy to the gold price. The Corporation buys and processes ore on an ongoing basis- the inventory volume and unit price are not static throughout the quarter. Even if the gold price goes up by 26% in the quarter, inventory gains will not rise by the same percentage. The Corporation's margin is impacted positively or negatively by the difference in the gold price at the time of buying and selling. The limited exposure to the gold price explains why DNG has significantly lower beta to the gold price than junior gold companies. DNG margins depend on the path of the gold price – Given its ever-evolving inventory, the Corporation's margins benefit most from slow, steady improvements in the gold price compared to a single, large sharp increase in the price. Article content About Dynacor Article content Dynacor Group is an industrial 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 fully and part-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 plans to expand to West Africa and within Latin America. Article content 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 for more information. Article content 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. Article content Article content Article content Article content Article content Contacts Article content For more information, please contact: Article content Ruth Hanna Director, Investor Relations T: 514-393-9000 #236 E: investors@ Website: Article content Article content Article content
Business Wire
29-05-2025
- Business
- Business Wire
Dynacor Receives Positive ISS Recommendation FOR All Director Nominees and Meeting Resolutions at the Annual Meeting of Shareholders and Provides Corporate Updates
MONTREAL--(BUSINESS WIRE)-- Dynacor Group Inc. (TSX: DNG) ('Dynacor' or the"Corporation"), is pleased to announce Institutional Shareholder Services Inc. (' ISS '), a leading independent proxy advisory firm, recommended the Corporation's shareholders vote FOR all of the resolutions that will be put forth at the Corporation's annual meeting of shareholders (the ' Meeting '), scheduled for June 17, 2025 at 10:00 a.m. (Eastern Time). Dynacor is also providing corporate updates below to apprise shareholders of its value-enhancing initiatives, provide clarity about its business model, and to redress the misconception that it is a conventional gold mining company. Shareholders can attend the virtual Meeting at The password to enter the meeting is dynacor2025. Dynacor's 2025 AGM Matters iolite Capital Ltd. (' iolite ' or the ' Dissident '), called a special meeting of shareholders on April 16, 2025 (the ' Requisitioned Meeting '). At the Requisitioned Meeting, shareholders overwhelmingly voted AGAINST iolite's resolution to increase the Board's size to nine directors and AGAINST iolite's nominee for election to the board. Following the defeat of iolite's resolutions at the Requisitioned Meeting, Dynacor received an advance notice submission ('ANP') from iolite to nominate a director to Dynacor's board at the Corporation's annual meeting of shareholders on June 17, 2025. Dynacor is not legally required to include this nominee in its circular. As is standard with ANPs, the Dissident is required to issue an information circular and a form of proxy to Dynacor's shareholders to solicit support for its nominee. After Dynacor received the ANP, the Board's Governance, Nomination and Compensation committee reviewed the candidate's qualifications and concluded his skills and experience were not additive to the Board due to the following: The Dissident's nominee served on three boards of companies that were involved in bankruptcy proceedings: The nominee has served on the boards of three companies that became subject to insolvency or bankruptcy proceedings while he was acting as director or within one year of ceasing to act in that capacity. Experience not in Dynacor's core business: The majority of the nominee's board experience is with tin and titanium mining companies. The Dissident nominee also has no experience in Latin America, no familiarity with the artisanal gold mining sector, and offers no experience with complex ecosystems requiring high -level compliance. Pre-existing history with iolite: The nominee has a pre-existing history with the Dissident. They collaborated in August 2024 when the iolite nominated him as one of three people to be elected to the board of Bowen Coking Coal. This was the Dissident's first proxy contest. Directors should be independent - their duty is to all shareholders. In their reports issued for the Requisitioned Meeting, ISS and Glass Lewis & Co. LLC (Glass Lewis), independent proxy advisory firms, recommended Dynacor shareholders to vote FOR management's nominees. Both highlighted the unnecessary pressure applied by the Dissident and the fact that the Dissident has not made a compelling case for changes on the Board. In particular, Glass Lewis recommended voting AGAINST iolite's representative due to his lack of detail and analysis, and his short-term perspectives. Dynacor reaffirms its commitment to maintain the same long-term approach to shareholder value creation that has buttressed its enviable record of growth to date. It thanks shareholders for their support and invites them to vote for the Board nominees who have shepherded the Corporation's success to date. At the Meeting, Dynacor's shareholders will vote on the following resolutions: Election of directors for the ensuing year Appointment of auditors An amendment to the stock option plan of the Corporation YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY The proxy voting deadline is on Friday, June 13, 2025 at 10:00 a.m. (Eastern Time). The board of directors of Dynacor Group Inc. unanimously recommends that shareholders VOTE FOR all the director nominees and proposed resolutions, using only the GOLD form of proxy or voting instruction form. We encourage our shareholders to read the Corporation's management information circular (the ' Circular ') dated May 14, 2025 in detail and cast their votes prior to the proxy voting deadline. The Circular is available under Dynacor's profile on SEDAR+ at and on the Company's website at How to Attend and Vote at the Virtual Meeting To be able to participate, interact, ask questions and vote at the Meeting, you must have previously acquired the 13-digit proxyholder control number or previously appointed yourself as proxyholder on the voting instruction form or online as applicable. Otherwise, you will only be able to attend as a guest. The following steps apply to shareholders who wish to appoint a proxyholder other than the persons whose names already appear as proxyholders in the form of proxy or voting instruction form, including non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting. Step 1: Appoint your proxyholder. Insert your proxyholder's name (or your own name of you wish to attend, vote and participate in the meeting as a proxyholder) in the blank space provided in the voting instruction form or online before 10:00 a.m. (Eastern Standard Time) on June 12, 2025 and follow the instructions for submitting such voting instruction form. Step 2: Register your proxyholder, as described below. Visit before 10:00 a.m. (Eastern Standard Time) on June 17, 2025 Complete the online form Receive a 13-digit proxyholder control number via email CORPORATE UPDATES Board Focus on Long-Term Value Generation Dynacor's current board (the 'Board ') and management team (' Management ') are committed to creating long-term value for the Corporation's shareholders through producing responsibly sourced gold from steady-state operations in Peru, building local wealth, expanding the Corporation's international footprint, and deepening its relationships with stakeholders. The Board has successfully steered Dynacor through the Corporation's start-up to scale-up periods, methodically transforming its culture, overseeing tremendous shareholder value creation and positioning it for international growth. From June 20, 2017 when Mr. Pierre Lépine was appointed chair of the Board, through May 27, 2025, Dynacor has been an outperformer, delivering shareholder returns of 159%. This compares favourably with the 73% returns provided by the S&P TSX Composite index and the 143% return by the S&P 500 index in the same period. Recently, Dynacor received sector-agnostic recognition through its inclusion in the TSX30 2024, a ranking of top-performing stocks on the TSX over a 3-year period. Under the guidance of the Board, the seasoned Management team has maintained a stellar track record, highlighting the long-term strength of its business model, its ability to navigate tough jurisdictions, lay the foundations for growth, and return capital to shareholders over the past decade. Notably, the Corporation has: Maintained and grown stable profitability over the past 14 years, growing EBITDA by a 15% CAGR. Maintained a strong, clean balance sheet with $59M in cash and short-term investment, no debt, and a simple capital structure. Used its consistent and predictable income to reward shareholders through dividends and share buybacks - On an annualized basis, the Corporation is currently paying a ~3.36% dividend. Carried out in-depth groundwork to expand its proven, successful model into new jurisdictions using the same consistent approach that has defined Dynacor's exceptional trajectory. As the artisanal mining sector is generally uncharted territory, proprietary research takes time. Posted a record 2024 year including record operating cash flow, cash gross operating margin, sales, net income, EBITDA and ore processed. Continued growth and achievement in a rapidly changing and challenging business environment including COVID-19; market reticence towards artisanal miners; difficulty accessing financing due to the company's novel business model; multiple gold price cycles; the ramp-up and multiple expansions of the Veta Dorada plant; and formalization of the Peruvian artisanal mining sector. Dynacor's International Expansion: A Cornerstone to Delivering Additional Shareholder Value Dynacor takes a two-pronged approach to driving long-term and sustainable shareholder value creation: international expansion into new, carefully selected countries, and optimization of its operations. Under its international expansion plan, the Corporation's goal of producing 500,000 ounces of gold by 2030 is aligned with its prudent financial and operational management approach. Dynacor's expansion plan: builds on the extensive foundational work and relationships already established in the regions selected for our expansion projects; de-risks its entry into Africa through construction of a test pilot plant in Senegal; leverages the streamlined workforce in Peru and newly recruited management in Montreal with African and specialist experience, all of which to support future growth; and is based on commissioning one processing plant annually. In particular, the expansion of Dynacor's management team is a game-changer that has underwritten disciplined and timely execution of its expansion to date and provides a succession plan to Dynacor shareholders. On the optimization front, Dynacor has launched and is accelerating operating efficiency initiatives at its plant in Peru to improve productivity, efficiency and gold recoveries. The optimization measures include automated addition of chemical reagents, reduced consumption of water through thickeners; an ERP system; and improved layout of new tailings, which are included in the 2025 capital expenditure plan for Peru. Once realized, the measures are expected to enhance productivity, primarily impacting 2026. In parallel, the Corporation has refreshed its workforce in Peru and in Canada, positioning it strongly for its international expansion. Dynacor – An Industrial Company, Not Your Run-of-the Mill Junior Gold Producer Although it mills gold sourced directly from artisanal gold miners, Dynacor's core business is neither gold mining nor gold exploration. Below, we include some key differentiators between Dynacor and junior gold mining stocks, to help dispel misconceptions and counter the misrepresentation of Dynacor as a gold mining company: Dynacor is peerless - Due to Dynacor's unique business model and industry positioning as an ore processor, it has no publicly listed peers. The closest comparisons to Dynacor can be broken down into two groups: Canadian industrial firms and mining services firms. However, neither is perfectly related to Dynacor. As it is not a gold mining company, Dynacor's stock price has never tracked junior gold indexes. This year is no exception. Despite a reduced stock market performance in the last four months occasioned by a contested meeting of shareholders on April 16, 2025 and uncertainty related to the threat of additional proxy contests, the Dynacor share price has outperformed the S&P TSX Composite Index from the beginning of the year to current date. Since 2017, DNG has delivered shareholder returns of 159% compared to GDXJ's 97% returns. Dynacor offers stability - DNG is much less volatile than junior gold mining stocks as it has no exposure to mining or exploration risk. Dynacor's costs vary - Unlike mining companies with operational costs that are relatively stable, DNG's costs vary on a daily basis. This is because the bulk of its costs relate to the daily purchasing of ore. Gold ore is bought at a discount to the spot price on the day of purchase, and the ensuing inventory is generally sold 10-15 days later. DNG offers short stretches of exposure to the gold price – As DNG's only exposure to t he gold price is during this 15-day average inventory turnover, it offers a natural hedge or a proxy to the gold price. The Corporation buys and processes ore on an ongoing basis- the inventory volume and unit price are not static throughout the quarter. Even if the gold price goes up by 26% in the quarter, inventory gains will not rise by the same percentage. The Corporation's margin is impacted positively or negatively by the difference in the gold price at the time of buying and selling. The limited exposure to the gold price explains why DNG has significantly lower beta to the gold price than junior gold companies. DNG margins depend on the path of the gold price – Given its ever-evolving inventory, the Corporation's margins benefit most from slow, steady improvements in the gold price compared to a single, large sharp increase in the price. About Dynacor Dynacor Group is an industrial 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 fully and part-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 plans to expand 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 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.
Yahoo
29-05-2025
- Business
- Yahoo
Dynacor Receives Positive ISS Recommendation FOR All Director Nominees and Meeting Resolutions at the Annual Meeting of Shareholders and Provides Corporate Updates
ISS is a leading provider of corporate governance and responsible investment solutions, voting recommendations and fund services for institutional investors and corporations. Dynacor provides corporate updates and information about matters related to the company's annual meeting of shareholders scheduled for June 17, 2025. Shareholders who have questions or need assistance with voting can contact Dynacor's proxy solicitation agent, Laurel Hill Advisory Group at 1-877-452-7184 or assistance@ MONTREAL, May 29, 2025--(BUSINESS WIRE)--Dynacor Group Inc. (TSX: DNG) ("Dynacor" or the "Corporation"), is pleased to announce Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, recommended the Corporation's shareholders vote FOR all of the resolutions that will be put forth at the Corporation's annual meeting of shareholders (the "Meeting"), scheduled for June 17, 2025 at 10:00 a.m. (Eastern Time). Dynacor is also providing corporate updates below to apprise shareholders of its value-enhancing initiatives, provide clarity about its business model, and to redress the misconception that it is a conventional gold mining company. Shareholders can attend the virtual Meeting at The password to enter the meeting is dynacor2025. Dynacor's 2025 AGM Matters iolite Capital Ltd. ("iolite" or the "Dissident"), called a special meeting of shareholders on April 16, 2025 (the "Requisitioned Meeting"). At the Requisitioned Meeting, shareholders overwhelmingly voted AGAINST iolite's resolution to increase the Board's size to nine directors and AGAINST iolite's nominee for election to the board. Following the defeat of iolite's resolutions at the Requisitioned Meeting, Dynacor received an advance notice submission ("ANP") from iolite to nominate a director to Dynacor's board at the Corporation's annual meeting of shareholders on June 17, 2025. Dynacor is not legally required to include this nominee in its circular. As is standard with ANPs, the Dissident is required to issue an information circular and a form of proxy to Dynacor's shareholders to solicit support for its nominee. After Dynacor received the ANP, the Board's Governance, Nomination and Compensation committee reviewed the candidate's qualifications and concluded his skills and experience were not additive to the Board due to the following: The Dissident's nominee served on three boards of companies that were involved in bankruptcy proceedings: The nominee has served on the boards of three companies that became subject to insolvency or bankruptcy proceedings while he was acting as director or within one year of ceasing to act in that capacity. Experience not in Dynacor's core business: The majority of the nominee's board experience is with tin and titanium mining companies. The Dissident nominee also has no experience in Latin America, no familiarity with the artisanal gold mining sector, and offers no experience with complex ecosystems requiring high -level compliance. Pre-existing history with iolite: The nominee has a pre-existing history with the Dissident. They collaborated in August 2024 when the iolite nominated him as one of three people to be elected to the board of Bowen Coking Coal. This was the Dissident's first proxy contest. Directors should be independent - their duty is to all shareholders. In their reports issued for the Requisitioned Meeting, ISS and Glass Lewis & Co. LLC (Glass Lewis), independent proxy advisory firms, recommended Dynacor shareholders to vote FOR management's nominees. Both highlighted the unnecessary pressure applied by the Dissident and the fact that the Dissident has not made a compelling case for changes on the Board. In particular, Glass Lewis recommended voting AGAINST iolite's representative due to his lack of detail and analysis, and his short-term perspectives. Dynacor reaffirms its commitment to maintain the same long-term approach to shareholder value creation that has buttressed its enviable record of growth to date. It thanks shareholders for their support and invites them to vote for the Board nominees who have shepherded the Corporation's success to date. At the Meeting, Dynacor's shareholders will vote on the following resolutions: Election of directors for the ensuing year Appointment of auditors An amendment to the stock option plan of the Corporation YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY The proxy voting deadline is on Friday, June 13, 2025 at 10:00 a.m. (Eastern Time). The board of directors of Dynacor Group Inc. unanimously recommends that shareholders VOTE FOR all the director nominees and proposed resolutions, using only the GOLD form of proxy or voting instruction form. We encourage our shareholders to read the Corporation's management information circular (the "Circular") dated May 14, 2025 in detail and cast their votes prior to the proxy voting deadline. The Circular is available under Dynacor's profile on SEDAR+ at and on the Company's website at How to Attend and Vote at the Virtual Meeting To be able to participate, interact, ask questions and vote at the Meeting, you must have previously acquired the 13-digit proxyholder control number or previously appointed yourself as proxyholder on the voting instruction form or online as applicable. Otherwise, you will only be able to attend as a guest. The following steps apply to shareholders who wish to appoint a proxyholder other than the persons whose names already appear as proxyholders in the form of proxy or voting instruction form, including non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting. Step 1: Appoint your proxyholder. Insert your proxyholder's name (or your own name of you wish to attend, vote and participate in the meeting as a proxyholder) in the blank space provided in the voting instruction form or online before 10:00 a.m. (Eastern Standard Time) on June 12, 2025 and follow the instructions for submitting such voting instruction form. Step 2: Register your proxyholder, as described below. Visit before 10:00 a.m. (Eastern Standard Time) on June 17, 2025 Complete the online form Receive a 13-digit proxyholder control number via email CORPORATE UPDATES Board Focus on Long-Term Value Generation Dynacor's current board (the "Board") and management team ("Management") are committed to creating long-term value for the Corporation's shareholders through producing responsibly sourced gold from steady-state operations in Peru, building local wealth, expanding the Corporation's international footprint, and deepening its relationships with stakeholders. The Board has successfully steered Dynacor through the Corporation's start-up to scale-up periods, methodically transforming its culture, overseeing tremendous shareholder value creation and positioning it for international growth. From June 20, 2017 when Mr. Pierre Lépine was appointed chair of the Board, through May 27, 2025, Dynacor has been an outperformer, delivering shareholder returns of 159%. This compares favourably with the 73% returns provided by the S&P TSX Composite index and the 143% return by the S&P 500 index in the same period. Recently, Dynacor received sector-agnostic recognition through its inclusion in the TSX30 2024, a ranking of top-performing stocks on the TSX over a 3-year period. Under the guidance of the Board, the seasoned Management team has maintained a stellar track record, highlighting the long-term strength of its business model, its ability to navigate tough jurisdictions, lay the foundations for growth, and return capital to shareholders over the past decade. Notably, the Corporation has: Maintained and grown stable profitability over the past 14 years, growing EBITDA by a 15% CAGR. Maintained a strong, clean balance sheet with $59M in cash and short-term investment, no debt, and a simple capital structure. Used its consistent and predictable income to reward shareholders through dividends and share buybacks - On an annualized basis, the Corporation is currently paying a ~3.36% dividend. Carried out in-depth groundwork to expand its proven, successful model into new jurisdictions using the same consistent approach that has defined Dynacor's exceptional trajectory. As the artisanal mining sector is generally uncharted territory, proprietary research takes time. Posted a record 2024 year including record operating cash flow, cash gross operating margin, sales, net income, EBITDA and ore processed. Continued growth and achievement in a rapidly changing and challenging business environment including COVID-19; market reticence towards artisanal miners; difficulty accessing financing due to the company's novel business model; multiple gold price cycles; the ramp-up and multiple expansions of the Veta Dorada plant; and formalization of the Peruvian artisanal mining sector. Dynacor's International Expansion: A Cornerstone to Delivering Additional Shareholder Value Dynacor takes a two-pronged approach to driving long-term and sustainable shareholder value creation: international expansion into new, carefully selected countries, and optimization of its operations. Under its international expansion plan, the Corporation's goal of producing 500,000 ounces of gold by 2030 is aligned with its prudent financial and operational management approach. Dynacor's expansion plan: builds on the extensive foundational work and relationships already established in the regions selected for our expansion projects; de-risks its entry into Africa through construction of a test pilot plant in Senegal; leverages the streamlined workforce in Peru and newly recruited management in Montreal with African and specialist experience, all of which to support future growth; and is based on commissioning one processing plant annually. In particular, the expansion of Dynacor's management team is a game-changer that has underwritten disciplined and timely execution of its expansion to date and provides a succession plan to Dynacor shareholders. On the optimization front, Dynacor has launched and is accelerating operating efficiency initiatives at its plant in Peru to improve productivity, efficiency and gold recoveries. The optimization measures include automated addition of chemical reagents, reduced consumption of water through thickeners; an ERP system; and improved layout of new tailings, which are included in the 2025 capital expenditure plan for Peru. Once realized, the measures are expected to enhance productivity, primarily impacting 2026. In parallel, the Corporation has refreshed its workforce in Peru and in Canada, positioning it strongly for its international expansion. Dynacor – An Industrial Company, Not Your Run-of-the Mill Junior Gold Producer Although it mills gold sourced directly from artisanal gold miners, Dynacor's core business is neither gold mining nor gold exploration. Below, we include some key differentiators between Dynacor and junior gold mining stocks, to help dispel misconceptions and counter the misrepresentation of Dynacor as a gold mining company: Dynacor is peerless - Due to Dynacor's unique business model and industry positioning as an ore processor, it has no publicly listed peers. The closest comparisons to Dynacor can be broken down into two groups: Canadian industrial firms and mining services firms. However, neither is perfectly related to Dynacor. As it is not a gold mining company, Dynacor's stock price has never tracked junior gold indexes. This year is no exception. Despite a reduced stock market performance in the last four months occasioned by a contested meeting of shareholders on April 16, 2025 and uncertainty related to the threat of additional proxy contests, the Dynacor share price has outperformed the S&P TSX Composite Index from the beginning of the year to current date. Since 2017, DNG has delivered shareholder returns of 159% compared to GDXJ's 97% returns. Dynacor offers stability - DNG is much less volatile than junior gold mining stocks as it has no exposure to mining or exploration risk. Dynacor's costs vary - Unlike mining companies with operational costs that are relatively stable, DNG's costs vary on a daily basis. This is because the bulk of its costs relate to the daily purchasing of ore. Gold ore is bought at a discount to the spot price on the day of purchase, and the ensuing inventory is generally sold 10-15 days later. DNG offers short stretches of exposure to the gold price – As DNG's only exposure to the gold price is during this 15-day average inventory turnover, it offers a natural hedge or a proxy to the gold price. The Corporation buys and processes ore on an ongoing basis- the inventory volume and unit price are not static throughout the quarter. Even if the gold price goes up by 26% in the quarter, inventory gains will not rise by the same percentage. The Corporation's margin is impacted positively or negatively by the difference in the gold price at the time of buying and selling. The limited exposure to the gold price explains why DNG has significantly lower beta to the gold price than junior gold companies. DNG margins depend on the path of the gold price – Given its ever-evolving inventory, the Corporation's margins benefit most from slow, steady improvements in the gold price compared to a single, large sharp increase in the price. About Dynacor Dynacor Group is an industrial 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 fully and part-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 plans to expand 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 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. View source version on Contacts For more information, please contact: Ruth HannaDirector, Investor RelationsT: 514-393-9000 #236E: investors@ Website: Laurel Hill Advisory Group Toll Free: 1-877-452-7184 (for shareholders in North America)International: +1 416-304-0211 (for shareholders outside Canada and the US)Email: assistance@ Sign in to access your portfolio
National Post
26-05-2025
- Business
- National Post
iolite Partners Ltd. Issues Letter to Fellow Shareholders Urging them to WITHHOLD their votes in the election of Mr. Pierre Lépine (Chairman) at Dynacor's Annual General Meeting
Article content FREIENBACH, Switzerland — iolite Capital Management AG, a Switzerland-based investment manager, which beneficially owns, controls or directs approximately 10% of the issued and outstanding common shares of Dynacor Group Inc. (TSX:DNG), issued an open letter to fellow shareholders of Dynacor, urging them to WITHHOLD their votes in the election of Mr. Pierre Lépine, Chairman, at Dynacor's Annual General Meeting on June 17, 2025. Article content Article content Underperformance: Since the January capital raise, Dynacor's share price has declined 21%, despite a 26% increase in the gold price and a 43% rise in the junior gold miner index. Persistent undervaluation: The company continues to trade at a steep discount to peers — with a 2.9x EV/EBITDA multiple (5-year average: 3.4x) versus 8–10x for the sector. Its cash-adjusted P/E is below 5x, compared to 10–15x for comparable businesses. Eroding margins: Despite record Q1 sales (+18% YoY) and significant mark-to-market gains on inventory, the cash margin declined from 17.2% to 14.0%, the gross margin from 13.5% to 11.2%, and the EBITDA margin from 12.0% to 8.8%. Gross profit was flat at US$9 million, and EBITDA fell from US$8 million to US$7 million. Deteriorating operational momentum: April 2025 sales are down 8.8% YoY, despite a 38.8% YoY increase in the gold price and full plant utilization. Erratic capital management: In just six months, the company: 1) suspended share buybacks, 2) increased the dividend, 3) conducted a discounted capital raise to friendly parties, 4) signaled further dilution, 5) resumed buybacks. Erosion of trust: Hostile and misleading communication underscores a deeper problem — a disregard for transparency, accountability, and shareholder interests. Path to professionalization: Following the Special Meeting in April, iolite nominated a credentialed independent director, as Dynacor had stated it would support such a candidate. However, the Board rejected him without any engagement and refused to put him up for election at the AGM. Article content iolite Partners Ltd. ('iolite') — a 10% beneficial owner of issued and outstanding common shares of Dynacor — recommends you WITHHOLD your votes in the election of Chairman Pierre Lépine at Dynacor Group Inc.'s ('Dynacor' or the 'Company') Annual General Meeting ('AGM') on June 17, 2025. Article content iolite is seeking board reform in response to mounting concerns over operational underperformance at the company's sole Peruvian site despite favorable conditions and scaling benefits, a lack of meaningful progress on international expansion, persistent undervaluation, repeated governance failures, and what iolite considers erratic, value-destructive capital allocation. Article content a) Share price performance: Since the January capital raise, Dynacor's share price has dropped 21%, despite a 26% rise in the gold price and a 43% increase in the junior gold miner index. The stock continues to trade at a steep discount to peers — 2.9x EV/EBITDA (5-year average: 3.4x) versus 8–10x for the sector. Its cash-adjusted P/E remains below 5x, compared to 10–15x for comparable businesses. The market consistently assigns zero value to Dynacor's growing cash balance — a clear sign of lost confidence in management's ability to allocate capital effectively. When new shares were issued, the market simply marked down the stock further, assigning no value to the additional cash. b) Eroding margins: Despite record Q1 sales (+18% YoY) and mark-to-market gains on inventory, the cash margin declined from 17.2% to 14.0%, the gross margin from 13.5% to 11.2%, and the EBITDA margin from 12.0% to 8.8%. Gross profit was flat at US$9 million, and EBITDA fell from US$8 million to US$7 million. Revenue growth is irrelevant — what matters is cash generation per share. Given the sharp rise in the gold price, inventory gains alone should have added roughly US$7.6 million to Q1 profit (26% on US$29 million held), on top of US$11.2 million in processing cash margin (vs. US$11.7 million in Q1/24). In April 2025, sales fell 8.8% YoY — despite a 38.8% increase in the gold price and full plant utilization. On a like-for-like basis, this implies an effective sales decline of 44%. Fundamentals are clearly weakening, and management's explanation — limited to ore grade variability and a delayed shipment of the 'last pour' — falls short. c) International expansions: To its credit, the local team in Peru has done a solid job maximizing permitted capacity at the Chala site. But with no proven track record abroad, Dynacor is now abruptly pursuing simultaneous expansion into Ecuador, Northern Peru, Senegal, Ivory Coast, and Ghana — a high-risk strategy with significant potential for capital misallocation. The share price reflects serious market skepticism about the company's ability to execute. The track record justifies that skepticism: the Senegal pilot plant, first announced in July 2020, showed no meaningful progress until early this year. The Ecuador project, now being promoted as new, has been under discussion with sellers and shareholders for nearly two years. What has changed — and what ensures this time will be different? d) Capital allocation: In just six months, the company: 1) suspended share buybacks, 2) increased the dividend, 3) conducted a discounted capital raise to handpicked parties, 4) signaled further dilution, 5) resumed buybacks. This is erratic behavior. As of March 31, Dynacor held US$59 million in cash (42% of market cap), US$23 million in working capital (17%), and generated annual earnings of roughly US$17 million. e) Investor relations and public communication: Dynacor's business model depends on trust — yet its actions around the April Special Meeting have undermined its reputation and that of its broader ecosystem, including the PX Impact Gold label. The Ecuador announcement was another misstep: basic M&A discipline dictates that deals — especially pricing — should not be disclosed before signing. Q1 results were presented in an overly promotional tone, unsupported by fundamentals and contradicted by the market's flat response. Despite Dynacor's deep statistical undervaluation, the share price reflects a persistent lack of credibility. Article content When iolite called a Special Meeting of Shareholders following the January capital raise, it may have appeared as a rapid escalation. It was not. It was a necessary step after repeated efforts to address long-standing corporate dysfunction had failed. The Company's subsequent actions have only confirmed that iolite's deepest concerns were well-founded. Article content Despite benefitting from easy production gains, a rising gold price, insider advantages, a capital raise to friendlies, and heavy campaign spending, more than one-third of votes at the Special Meeting supported iolite. Article content The Company publicly claimed it had offered iolite a reasonable compromise — the appointment of an independent non-executive director nominated by iolite. Yet when such a candidate — a highly credentialed, independent nominee — was put forward following the Special Meeting, the Board rejected him without any engagement and refused to put him up for election at the AGM. Article content What follows is background on the strategic underperformance and governance failures that have led us to this point. Article content 1. An Accidental Success: Dynacor's Growth Despite Mr. Martineau's Plan Article content Dynacor began as a gold exploration story centered on Tumipampa. After sinking US$18 million into unsuccessful drilling — effectively wiping out the first eight years of post-IPO profits — the Company pivoted, almost by accident, into a far more profitable model: processing ore from formalized artisanal and small-scale miners (ASM) using existing infrastructure. This unexpected but lucrative shift laid the foundation for Dynacor's current stable, cash-generating operation in Chala, Peru. Article content While day-to-day operations are competently run by a strong local team, the business remains concentrated in a single asset and exposed to significant country risk. iolite attributes Dynacor's recent progress largely to the strength of its Peruvian team, the strategic support of PX Group under Philippe Chave, and growing institutional backing from partners such as the FIDAMAR Foundation. Notably, much of this growth occurred while CEO Jean Martineau was grounded during COVID — a testament to the depth and capability of the team on the ground. Article content 2. Can This Leadership Team Deliver Internationally? Article content iolite has long urged CEO Jean Martineau to pursue measured, strategic international expansion — leveraging Dynacor's proven model and its alliance with PX Group — to capture what iolite sees as a unique growth opportunity and mitigate country risk. For years, however, little progress was made. The Company simply maximized output at Chala and benefited from rising gold prices. Article content Now, without a proven international track record, Dynacor is abruptly pursuing simultaneous expansion in Ecuador, Northern Peru, Senegal, Ivory Coast, and Ghana. Article content iolite is not convinced the Company has the leadership depth to execute such an ambitious strategy. The Board refuses meaningful dialogue, clinging to past growth — a self-congratulatory stance that ignores the mounting risks. This disconnect highlights the urgent need to strengthen governance and professionalize oversight. These reforms are no longer optional; they are essential to protect shareholder capital and ensure that any future success is real, sustainable, and aligned with shareholder interests. Article content 3. Board Reform Is Essential Article content With eight directors, Dynacor's board is disproportionately large relative to the Company's size and operational complexity — a structure that reinforces the current regime. Appointing a new chairman would create an opportunity to initiate a board review, potentially leading to a leaner, more effective board composed of fewer, highly qualified, and financially independent members. This would improve decision-making, reduce costs, and better align governance with shareholder interests. Article content It is also important to separate board-level oversight from operational roles. Not all current directors would meet standard governance criteria for board membership. That does not mean capable individuals must be excluded — some could continue to add value in non-board roles more suited to their expertise and the Company's evolving needs. Article content 4. Timeline of the Escalation Article content a) This is not a sudden campaign. iolite has engaged constructively with Dynacor since initiating its investment in 2021. Discussions around board participation began in April 2024, followed by a formal request in August — driven by growing concerns over governance, stalled international expansion, and weak capital allocation. These issues were raised repeatedly and directly with CEO Jean Martineau and other board members. Recent events have only confirmed that iolite's concerns were well-founded and that more professional oversight is urgently needed. b) Coincidence or intent? The timeline speaks volumes. Dynacor quietly suspended its share buyback program just two days after iolite reiterated governance concerns in a call with Chairman Pierre Lépine — and after two months of silence following the formal board application of Mr. Leitz, iolite's proposed representative. The Company then invited Mr. Leitz to Montreal under the pretense of onboarding him. Within hours of that meeting — while he was en route to the airport — Dynacor announced a discounted, non-rights capital raise. Long-term shareholders were diluted, meaningful participation was excluded, and the raise was executed so hastily that even some invited investors were unable to take part. The sequence of events suggests the raise was not driven by operational need, but by a deliberate attempt to entrench management and obstruct oversight. c) A necessary escalation. Calling a Special Shareholder Meeting was not a reactionary move — it was a measured, proportionate response to a persistent pattern of entrenchment and governance failure. The Board's response was revealing: it refused to call the properly requisitioned meeting, filed a court injunction against both iolite and its representative personally — falsely claiming the meeting was 'illegal,' 'abusive,' and 'self-serving' — and hired costly proxy advisors to defend its position. Rather than address valid shareholder concerns, the Board sent a clear message: past decisions are off-limits, and future oversight is unwelcome. The Company's campaign reflected a wholesale rejection of accountability. Independent views are treated as threats. Shareholders are viewed as adversaries. Basic governance rights — raising concerns, calling meetings, or nominating directors — are treated as hostile acts to be suppressed. d) This is about governance. Shareholders and proxy advisors must look beyond short-term share price movements. The real issue is a company consistently underperforming its potential, with growing risks tied to an outsized cash balance, an ambitious international growth strategy with no proven track record, and increasingly erratic management behavior. Dynacor's board, chaired by Mr. Lépine, resists oversight and uses corporate resources to insulate itself from accountability. Article content Change is necessary to restore trust and reposition Dynacor for long-term global success. Withholding your votes in the election of Mr. Lépine clears the path for meaningful governance reform — without disrupting operations. Article content iolite invites you to support a future where your voice as a shareholder is respected, not resisted. Article content Respectfully, Article content Robert Leitz iolite Partners Ltd. Article content iolite is relying on the exemption under section 9.2(4) of Regulation 51-102 respecting Continuous Disclosure Obligations to make this public broadcast solicitation. Article content The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. Article content Dynacor's head office address is 606 Cathcart Street, Suite 640, Montréal, Québec H3B 1K9, Canada. A copy of this news release may be obtained on Dynacor's SEDAR+ profile at Article content A shareholder who has given a proxy has the power to revoke it. If a shareholder who has given a proxy attends the AGM at which the proxy is to be voted, such shareholder, may revoke the proxy and vote at the AGM. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing signed by the shareholder or his or her attorney authorized in writing, or, if the shareholder is a corporation, under its corporate seal and signed by a duly authorized officer or attorney for the corporation, and deposited at the registered office of TSX Trust, Dynacor's transfer agent, at any time up to and including the last business day preceding the day of the AGM, or any adjournment thereof, at which the proxy is to be used, or with the Chair of the AGM on the day of the AGM or any adjournment thereof, and upon either of such deposits the proxy is revoked. Article content This news release and any solicitation made by iolite in advance of the AGM is, or will be, as applicable, made by iolite, and not by or on behalf of the management of the Company. All costs incurred for any solicitation will be borne by iolite, except that, subject to corporate and securities laws, iolite may seek reimbursement from the Company for its out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with the solicitation. Article content iolite is not soliciting proxies in connection with the AGM at this time. Article content iolite may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable law, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable law. Proxies may also be solicited by iolite pursuant to an information circular sent to shareholders after which solicitations may be made by or on behalf of iolite by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of iolite, who will not be specifically remunerated therefor. Iolite may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of iolite. Article content With the exception of the foregoing, none of iolite, to its knowledge, or any of its associates or affiliates, has any material interest, direct or indirect, in any matter proposed to be acted on at the AGM, other than the election of directors. Article content To the knowledge of iolite, none of iolite, nor any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the matters to be acted upon at the AGM, other than the election of directors and the appointment of auditors. Article content About iolite Article content Founded in 2011 iolite Capital is a Switzerland-based investment manager with a focus on hidden champions: good businesses at attractive valuations. iolite serves a select circle of private and institutional clients who share the same entrepreneurial mindset, are willing to invest for the long term, and who would like to have first-hand access to a dedicated portfolio manager with substantial and meaningful skin in the game. Using a private equity approach, iolite conducts deep fundamental research, constructively engages with management, and adopts a long-term investment horizon. For more information on iolite, please visit Article content This letter is published by iolite Partners Ltd., 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, KY1-1002, Grand Cayman, Cayman Islands, on Its sole purpose is to inform shareholders of the voting intentions and recommendations of the undersigned, the beneficial owner of 10% of the common shares of Dynacor Group Inc., 606 Cathcart Street, Suite 640, Montréal, Québec H3B 1K9, Canada (the 'Issuer'). Article content 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 2025 Annual Meeting of Shareholders will be held virtually by live webcast on June 17, 2025, at 10:00 a.m. ET. To attend, vote, or ask questions, follow the procedures set out in the Issuer's management information circular or on its investor-relations webpage. The undersigned accepts no responsibility for any shareholder's inability to access the webcast. Article content Article content Article content Article content Article content Contacts Article content iolite Capital Gwattstrasse 15 8808 Freienbach SZ Switzerland Article content Article content Article content
Yahoo
26-05-2025
- Business
- Yahoo
iolite Partners Ltd. Issues Letter to Fellow Shareholders Urging them to WITHHOLD their votes in the election of Mr. Pierre Lépine (Chairman) at Dynacor's Annual General Meeting
FREIENBACH, Switzerland, May 26, 2025--(BUSINESS WIRE)--iolite Capital Management AG, a Switzerland-based investment manager, which beneficially owns, controls or directs approximately 10% of the issued and outstanding common shares of Dynacor Group Inc. (TSX:DNG), issued an open letter to fellow shareholders of Dynacor, urging them to WITHHOLD their votes in the election of Mr. Pierre Lépine, Chairman, at Dynacor's Annual General Meeting on June 17, 2025. Dynacor's Key Failings Underperformance: Since the January capital raise, Dynacor's share price has declined 21%, despite a 26% increase in the gold price and a 43% rise in the junior gold miner index. Persistent undervaluation: The company continues to trade at a steep discount to peers — with a 2.9x EV/EBITDA multiple (5-year average: 3.4x) versus 8–10x for the sector. Its cash-adjusted P/E is below 5x, compared to 10–15x for comparable businesses. Eroding margins: Despite record Q1 sales (+18% YoY) and significant mark-to-market gains on inventory, the cash margin declined from 17.2% to 14.0%, the gross margin from 13.5% to 11.2%, and the EBITDA margin from 12.0% to 8.8%. Gross profit was flat at US$9 million, and EBITDA fell from US$8 million to US$7 million. Deteriorating operational momentum: April 2025 sales are down 8.8% YoY, despite a 38.8% YoY increase in the gold price and full plant utilization. Erratic capital management: In just six months, the company: 1) suspended share buybacks, 2) increased the dividend, 3) conducted a discounted capital raise to friendly parties, 4) signaled further dilution, 5) resumed buybacks. Erosion of trust: Hostile and misleading communication underscores a deeper problem — a disregard for transparency, accountability, and shareholder interests. Path to professionalization: Following the Special Meeting in April, iolite nominated a credentialed independent director, as Dynacor had stated it would support such a candidate. However, the Board rejected him without any engagement and refused to put him up for election at the AGM. The full text of the letter is set forth below: Dear Fellow Dynacor Shareholders, iolite Partners Ltd. ("iolite") — a 10% beneficial owner of issued and outstanding common shares of Dynacor — recommends you WITHHOLD your votes in the election of Chairman Pierre Lépine at Dynacor Group Inc.'s ("Dynacor" or the "Company") Annual General Meeting ("AGM") on June 17, 2025. iolite is seeking board reform in response to mounting concerns over operational underperformance at the company's sole Peruvian site despite favorable conditions and scaling benefits, a lack of meaningful progress on international expansion, persistent undervaluation, repeated governance failures, and what iolite considers erratic, value-destructive capital allocation. a) Share price performance: Since the January capital raise, Dynacor's share price has dropped 21%, despite a 26% rise in the gold price and a 43% increase in the junior gold miner index. The stock continues to trade at a steep discount to peers — 2.9x EV/EBITDA (5-year average: 3.4x) versus 8–10x for the sector. Its cash-adjusted P/E remains below 5x, compared to 10–15x for comparable businesses. The market consistently assigns zero value to Dynacor's growing cash balance — a clear sign of lost confidence in management's ability to allocate capital effectively. When new shares were issued, the market simply marked down the stock further, assigning no value to the additional cash. b) Eroding margins: Despite record Q1 sales (+18% YoY) and mark-to-market gains on inventory, the cash margin declined from 17.2% to 14.0%, the gross margin from 13.5% to 11.2%, and the EBITDA margin from 12.0% to 8.8%. Gross profit was flat at US$9 million, and EBITDA fell from US$8 million to US$7 million. Revenue growth is irrelevant — what matters is cash generation per share. Given the sharp rise in the gold price, inventory gains alone should have added roughly US$7.6 million to Q1 profit (26% on US$29 million held), on top of US$11.2 million in processing cash margin (vs. US$11.7 million in Q1/24). In April 2025, sales fell 8.8% YoY — despite a 38.8% increase in the gold price and full plant utilization. On a like-for-like basis, this implies an effective sales decline of 44%. Fundamentals are clearly weakening, and management's explanation — limited to ore grade variability and a delayed shipment of the 'last pour' — falls short. c) International expansions: To its credit, the local team in Peru has done a solid job maximizing permitted capacity at the Chala site. But with no proven track record abroad, Dynacor is now abruptly pursuing simultaneous expansion into Ecuador, Northern Peru, Senegal, Ivory Coast, and Ghana — a high-risk strategy with significant potential for capital misallocation. The share price reflects serious market skepticism about the company's ability to execute. The track record justifies that skepticism: the Senegal pilot plant, first announced in July 2020, showed no meaningful progress until early this year. The Ecuador project, now being promoted as new, has been under discussion with sellers and shareholders for nearly two years. What has changed — and what ensures this time will be different? d) Capital allocation: In just six months, the company: 1) suspended share buybacks, 2) increased the dividend, 3) conducted a discounted capital raise to handpicked parties, 4) signaled further dilution, 5) resumed buybacks. This is erratic behavior. As of March 31, Dynacor held US$59 million in cash (42% of market cap), US$23 million in working capital (17%), and generated annual earnings of roughly US$17 million. e) Investor relations and public communication: Dynacor's business model depends on trust — yet its actions around the April Special Meeting have undermined its reputation and that of its broader ecosystem, including the PX Impact Gold label. The Ecuador announcement was another misstep: basic M&A discipline dictates that deals — especially pricing — should not be disclosed before signing. Q1 results were presented in an overly promotional tone, unsupported by fundamentals and contradicted by the market's flat response. Despite Dynacor's deep statistical undervaluation, the share price reflects a persistent lack of credibility. When iolite called a Special Meeting of Shareholders following the January capital raise, it may have appeared as a rapid escalation. It was not. It was a necessary step after repeated efforts to address long-standing corporate dysfunction had failed. The Company's subsequent actions have only confirmed that iolite's deepest concerns were well-founded. Despite benefitting from easy production gains, a rising gold price, insider advantages, a capital raise to friendlies, and heavy campaign spending, more than one-third of votes at the Special Meeting supported iolite. The Company publicly claimed it had offered iolite a reasonable compromise — the appointment of an independent non-executive director nominated by iolite. Yet when such a candidate — a highly credentialed, independent nominee — was put forward following the Special Meeting, the Board rejected him without any engagement and refused to put him up for election at the AGM. What follows is background on the strategic underperformance and governance failures that have led us to this point. 1. An Accidental Success: Dynacor's Growth Despite Mr. Martineau's Plan Dynacor began as a gold exploration story centered on Tumipampa. After sinking US$18 million into unsuccessful drilling — effectively wiping out the first eight years of post-IPO profits — the Company pivoted, almost by accident, into a far more profitable model: processing ore from formalized artisanal and small-scale miners (ASM) using existing infrastructure. This unexpected but lucrative shift laid the foundation for Dynacor's current stable, cash-generating operation in Chala, Peru. While day-to-day operations are competently run by a strong local team, the business remains concentrated in a single asset and exposed to significant country risk. iolite attributes Dynacor's recent progress largely to the strength of its Peruvian team, the strategic support of PX Group under Philippe Chave, and growing institutional backing from partners such as the FIDAMAR Foundation. Notably, much of this growth occurred while CEO Jean Martineau was grounded during COVID — a testament to the depth and capability of the team on the ground. 2. Can This Leadership Team Deliver Internationally? iolite has long urged CEO Jean Martineau to pursue measured, strategic international expansion — leveraging Dynacor's proven model and its alliance with PX Group — to capture what iolite sees as a unique growth opportunity and mitigate country risk. For years, however, little progress was made. The Company simply maximized output at Chala and benefited from rising gold prices. Now, without a proven international track record, Dynacor is abruptly pursuing simultaneous expansion in Ecuador, Northern Peru, Senegal, Ivory Coast, and Ghana. iolite is not convinced the Company has the leadership depth to execute such an ambitious strategy. The Board refuses meaningful dialogue, clinging to past growth — a self-congratulatory stance that ignores the mounting risks. This disconnect highlights the urgent need to strengthen governance and professionalize oversight. These reforms are no longer optional; they are essential to protect shareholder capital and ensure that any future success is real, sustainable, and aligned with shareholder interests. 3. Board Reform Is Essential With eight directors, Dynacor's board is disproportionately large relative to the Company's size and operational complexity — a structure that reinforces the current regime. Appointing a new chairman would create an opportunity to initiate a board review, potentially leading to a leaner, more effective board composed of fewer, highly qualified, and financially independent members. This would improve decision-making, reduce costs, and better align governance with shareholder interests. It is also important to separate board-level oversight from operational roles. Not all current directors would meet standard governance criteria for board membership. That does not mean capable individuals must be excluded — some could continue to add value in non-board roles more suited to their expertise and the Company's evolving needs. 4. Timeline of the Escalation a) This is not a sudden campaign. iolite has engaged constructively with Dynacor since initiating its investment in 2021. Discussions around board participation began in April 2024, followed by a formal request in August — driven by growing concerns over governance, stalled international expansion, and weak capital allocation. These issues were raised repeatedly and directly with CEO Jean Martineau and other board members. Recent events have only confirmed that iolite's concerns were well-founded and that more professional oversight is urgently needed. b) Coincidence or intent? The timeline speaks volumes. Dynacor quietly suspended its share buyback program just two days after iolite reiterated governance concerns in a call with Chairman Pierre Lépine — and after two months of silence following the formal board application of Mr. Leitz, iolite's proposed representative. The Company then invited Mr. Leitz to Montreal under the pretense of onboarding him. Within hours of that meeting — while he was en route to the airport — Dynacor announced a discounted, non-rights capital raise. Long-term shareholders were diluted, meaningful participation was excluded, and the raise was executed so hastily that even some invited investors were unable to take part. The sequence of events suggests the raise was not driven by operational need, but by a deliberate attempt to entrench management and obstruct oversight. c) A necessary escalation. Calling a Special Shareholder Meeting was not a reactionary move — it was a measured, proportionate response to a persistent pattern of entrenchment and governance failure. The Board's response was revealing: it refused to call the properly requisitioned meeting, filed a court injunction against both iolite and its representative personally — falsely claiming the meeting was 'illegal,' 'abusive,' and 'self-serving' — and hired costly proxy advisors to defend its position. Rather than address valid shareholder concerns, the Board sent a clear message: past decisions are off-limits, and future oversight is unwelcome. The Company's campaign reflected a wholesale rejection of accountability. Independent views are treated as threats. Shareholders are viewed as adversaries. Basic governance rights — raising concerns, calling meetings, or nominating directors — are treated as hostile acts to be suppressed. d) This is about governance. Shareholders and proxy advisors must look beyond short-term share price movements. The real issue is a company consistently underperforming its potential, with growing risks tied to an outsized cash balance, an ambitious international growth strategy with no proven track record, and increasingly erratic management behavior. Dynacor's board, chaired by Mr. Lépine, resists oversight and uses corporate resources to insulate itself from accountability. 5. A Path Forward Change is necessary to restore trust and reposition Dynacor for long-term global success. Withholding your votes in the election of Mr. Lépine clears the path for meaningful governance reform — without disrupting operations. iolite invites you to support a future where your voice as a shareholder is respected, not resisted. Respectfully, Robert Leitziolite Partners Ltd. Information in Support of Public Broadcast Solicitation iolite is relying on the exemption under section 9.2(4) of Regulation 51-102 respecting Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. Dynacor's head office address is 606 Cathcart Street, Suite 640, Montréal, Québec H3B 1K9, Canada. A copy of this news release may be obtained on Dynacor's SEDAR+ profile at A shareholder who has given a proxy has the power to revoke it. If a shareholder who has given a proxy attends the AGM at which the proxy is to be voted, such shareholder, may revoke the proxy and vote at the AGM. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing signed by the shareholder or his or her attorney authorized in writing, or, if the shareholder is a corporation, under its corporate seal and signed by a duly authorized officer or attorney for the corporation, and deposited at the registered office of TSX Trust, Dynacor's transfer agent, at any time up to and including the last business day preceding the day of the AGM, or any adjournment thereof, at which the proxy is to be used, or with the Chair of the AGM on the day of the AGM or any adjournment thereof, and upon either of such deposits the proxy is revoked. This news release and any solicitation made by iolite in advance of the AGM is, or will be, as applicable, made by iolite, and not by or on behalf of the management of the Company. All costs incurred for any solicitation will be borne by iolite, except that, subject to corporate and securities laws, iolite may seek reimbursement from the Company for its out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with the solicitation. iolite is not soliciting proxies in connection with the AGM at this time. iolite may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable law, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable law. Proxies may also be solicited by iolite pursuant to an information circular sent to shareholders after which solicitations may be made by or on behalf of iolite by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of iolite, who will not be specifically remunerated therefor. Iolite may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of iolite. With the exception of the foregoing, none of iolite, to its knowledge, or any of its associates or affiliates, has any material interest, direct or indirect, in any matter proposed to be acted on at the AGM, other than the election of directors. To the knowledge of iolite, none of iolite, nor any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the matters to be acted upon at the AGM, other than the election of directors and the appointment of auditors. About iolite Founded in 2011 iolite Capital is a Switzerland-based investment manager with a focus on hidden champions: good businesses at attractive valuations. iolite serves a select circle of private and institutional clients who share the same entrepreneurial mindset, are willing to invest for the long term, and who would like to have first-hand access to a dedicated portfolio manager with substantial and meaningful skin in the game. Using a private equity approach, iolite conducts deep fundamental research, constructively engages with management, and adopts a long-term investment horizon. For more information on iolite, please visit Important Notice This letter is published by iolite Partners Ltd., 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, KY1-1002, Grand Cayman, Cayman Islands, on Its sole purpose is to inform shareholders of the voting intentions and recommendations of the undersigned, the beneficial owner of 10% of the common shares of Dynacor Group Inc., 606 Cathcart Street, Suite 640, Montréal, Québec H3B 1K9, Canada (the "Issuer"). 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 2025 Annual Meeting of Shareholders will be held virtually by live webcast on June 17, 2025, at 10:00 a.m. ET. To attend, vote, or ask questions, follow the procedures set out in the Issuer's management information circular or on its investor-relations webpage. The undersigned accepts no responsibility for any shareholder's inability to access the webcast. View source version on Contacts iolite CapitalGwattstrasse 158808 Freienbach SZSwitzerlandInvestor Relations+41 79 227 29 08dynacor@
