Latest news with #Leitz
Associated Press
16-04-2025
- Business
- Associated Press
Dynacor Announces Results from Requisitioned Meeting Called by Dissident Shareholder on April 16, 2025
MONTREAL--(BUSINESS WIRE)--Apr 16, 2025-- Dynacor Group Inc. (TSX: DNG) ('Dynacor' or the 'Corporation'), is pleased to announce that the results of the special meeting of shareholders (the ' Meeting ') held earlier today, showed a strong majority of the Corporation's shareholders voted in line with the board of directors' ('The Board') recommendations. A total of 27,171,760.4 shares representing 64.37% of the issued and outstanding shares were voted at the Meeting, with almost twice as many votes cast in support of the Board's recommendations compared to those cast for iolite. Shareholders voted as follows: Pierre Lépine, chair of Dynacor's Board, said, 'Today, Dynacor shareholders have voted overwhelmingly in support of our expansion strategy and the continuation of our unique and highly successful track record. 'I would like to thank all Dynacor's shareholders, both large and small, for rallying to support management and the board. I very much regret that this action has cost shareholders money and management time and invite Mr. Leitz to put aside his value-destructive crusade and respectfully rally with the majority of our shareholders for the benefit of all. We look forward to engaging with our shareholders, including iolite, and to renewing our short- and long-term focus on our business with this strengthened mandate to achieve our strategic plan.' 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. View source version on CONTACT: Ruth Hanna Director, Investor Relations T: 514-393-9000 #236 E:[email protected] Website: KEYWORD: SWITZERLAND CANADA AUSTRIA NORTH AMERICA EUROPE GERMANY INDUSTRY KEYWORD: MINING/MINERALS NATURAL RESOURCES SOURCE: Dynacor Group Inc. Copyright Business Wire 2025. PUB: 04/16/2025 04:20 PM/DISC: 04/16/2025 04:20 PM
Associated Press
07-04-2025
- Business
- Associated Press
Leading Independent Third-Party Proxy Advisors Recommend Dynacor Shareholders Vote Against Changing Board Size and Against Election of the Dissident's Nominee using only the Gold Proxy
Dynacor Group Inc. (TSX: DNG) ('Dynacor' or the 'Corporation'), is pleased to announce that Institutional Shareholder Services (' ISS ') and Glass Lewis & Co., LLC (' Glass Lewis '), leading independent proxy advisory firms, have recommended that Dynacor shareholders vote AGAINST fixing the Dynacor board size to nine and AGAINST electing Robert Leitz to Dynacor's board using the Dynacor management GOLD form of proxy or voting instruction form (together the ' Gold Proxy ') at the upcoming Special Meeting of Shareholders (the 'Requisitioned Meeting'). Glass Lewis' Commentary In making its recommendations to vote the GOLD Proxy, Glass Lewis takes issue with iolite Capital Management AG (the 'Dissident') ignoring Dynacor's strong long-term performance, its dismissal of the Corporation's capital requirement disclosure on its expansion plans, the Dissident's short-term perspectives, and Robert Leitz's inexperience on publicly traded boards: '…iolite's case does not, in our view, incorporate adequate detail or a sufficiently comprehensive analytical lookback in relation to the Company's generally strong performance, and further seems to understate or dismiss potentially material capital requirements prospectively associated with Dynacor's messaged growth tack. Coupled with what we consider to be a fairly rapid acceleration in the Dissident's engagement methodology…we are concerned that the contemplated election of Mr. Leitz, who does not appear to have prior public company board experience, hinges too heavily on short-term factors.' Glass Lewis notes that from its analysis, Dynacor's capital raise was justifiable, and its terms were in line with capital raises in the space: 'Cast against extant liquidity (i.e. cash and STI of US$25.8 million as of December 31, 2024) and the US$22.1 million derived from Dynacor's scrutinized capital raise, it is not immediately clear to us that the Company's effort to secure additional liquidity was plainly unreasonable.' '…we consider the Company's legacy ability to execute effectively and, it should be noted, consistently drive strong shareholder value affords the board the benefit of the doubt with respect to an [public] offer which, all else held equal, does not appear to materially deviate from recent regional and industry trends.' ISS' Commentary In its April 04, 2025 report, ISS highlighted that the Dissident neither substantiated its need for a seat on the Board nor to call a special meeting: 'While there could potentially be benefits to having a large shareholder on the board, it is challenging to clearly discern this need on the basis of evidence presented by the dissident or on the basis of the company's long-term performance, which has been relatively strong from an operational, financial, and TSR perspective. The mechanics of this meeting have also placed shareholders under what appears to be unnecessary pressure.' 'Given DNG's disclosure that it would consider the matters raised by the dissident at the June AGM, and the apparent lack of urgency, it is unclear why this special meeting is the best forum to consider these matters.' Although ISS and Glass Lewis recommended against Management's resolution to have the Dissident pay for the costly fees of this unnecessary Requisitioned Meeting, they both question the urgency. Dynacor believes that its shareholders should not have to bear the costs of the Dissident's actions, especially when Dynacor's annual meeting is in June, and the Dissident could have waited to have their resolutions included in this meeting instead. The Dissident's impatient actions clearly show its motivation is self-serving. 'We welcome ISS' and Glass Lewis independent validations that the Dynacor Board is best placed to continue driving shareholder growth while protecting the interests of all shareholders,' said Jean Martineau, CEO & President of Dynacor. 'Their analyses recognize our need for the capital raise and its market-typical terms. We are confident that our shareholders will follow their informed recommendation to vote the GOLD Proxy to protect the future of Dynacor against iolite's self-serving agenda.' How to Vote Shareholders are urged to vote the Dynacor management GOLD Proxy well in advance of the voting deadline of 5:00 p.m. (Eastern time) on Friday, April 11, 2025. The Meeting is scheduled to take place on April 16, 2025. Due to the essence of time, Shareholders are urged to vote online by following the instructions found on the GOLD Proxy. Vote using only the GOLD Proxy and discard the Dissident's blue proxy. If you have already voted using the Dissident's blue proxy, you may recast your vote using the GOLD Proxy. The later dated GOLD Proxy will be the vote that counts. Shareholder Questions Shareholders who have questions or require assistance with voting their Gold Proxy may contact Dynacor's proxy solicitation agent: Laurel Hill Advisory Group: Toll-Free: 1-877-452-7184 (Toll-Free in North America) Toll-Free: 1-877-452-7184 (Toll-Free in North America) International: 1-416-304-0211 (for shareholders outside Canada and the United States) By email: [email protected]. 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. T: 514-393-9000 #236 SOURCE: Dynacor Group Inc. Copyright Business Wire 2025. PUB: 04/07/2025 07:30 AM/DISC: 04/07/2025 07:32 AM
Yahoo
06-03-2025
- Business
- Yahoo
Dynacor Refuses to Call Requisitioned Special Meeting – iolite calls Meeting for April 9, 2025
FREIENBACH, Switzerland, March 06, 2025--(BUSINESS WIRE)--iolite Capital Management AG, a Switzerland-based investment manager, requisitioned a Special Shareholder Meeting of Dynacor Group Inc. (TSX:DNG, the Company) on January 30 to have Mr. Robert Leitz, elected to the board. Dynacor has failed to call the meeting, as required. Consequently, iolite is now calling the meeting itself, which will be held on April 9, 2025, at 10 am ET. Further details regarding the meeting's location and logistics will be announced shortly. Dynacor's unnecessary, heavily discounted, and unfair capital raise exposed major governance flaws. This, along with the board's subsequent actions, raises serious concerns regarding entrenchment and a misalignment with fiduciary duties. Shareholders deserve better representation, communication, and accountability. iolite, the Company's largest shareholder, seeks to have Mr. Leitz, elected to Dynacor's board to protect value, ensure fair and responsible capital allocation, and drive sustainable earnings-per-share growth. This is in the Company's best interest. More than 30 days after iolite's requisition, Dynacor has neither convened a meeting nor offered a meaningful proposal to address the situation. Instead, the Company has chosen to ignore iolite's voice, dismiss its rightful call for a special meeting, block a justified board seat request with false arguments, and persist in dilatory tactics - all while a constructive process initiated and maintained by iolite remains active. Dynacor's lack of M&A and international expansion experience, combined with the CEO's suggestion of further dilutive raises, underscores the need for improved oversight. This is particularly urgent given the Company's significant cash reserves, which are at risk of being mismanaged. Shareholders should be concerned that 2025 guidance shows severely eroding profitability despite record production volumes and historically high gold prices. Capital Raise & Capital Allocation Concerns On January 28 and 29, iolite met with board members in Montreal to discuss the state of matters at Dynacor and Mr. Leitz's potential board appointment, the Company's growth strategy, funding needs, and its persistent undervaluation. The Company had arranged for Mr. Leitz to meet the remaining board members as a final step in a lengthy nomination process. However, on January 30 - while Mr. Leitz was en route to the airport - Dynacor unexpectedly announced an unnecessary and heavily discounted capital raise. This move directly contradicted iolite's indications that such a raise was not in the best interest of Dynacor, especially given the recent record earnings, dividend increase, and share buybacks. Notably, the Company made no mention of exploring alternative financing options, such as factoring or bank debt, despite Mr. Leitz suggesting the day before that cheaper financing solutions were available if ever needed. The raise immediately and unnecessarily destroyed C$25 million (US$17 million) in shareholder value, a loss likely to compound over time. Many existing shareholders, including iolite, were excluded from participating in this handpicked offering, creating an inherently unfair situation. Subsequent press releases from Dynacor confirmed that the Company had no immediate need for a capital raise - a fact that further frustrated shareholders who already suspected as much. The Company's 2025 guidance projects positive free cash flow, including growth initiatives, and underscores that Dynacor's balance sheet was and remains overcapitalized. With a growth-adjusted net profit margin projected at 5% - a multi-year low compared to the 8% reported in Q3 2024 - the sharp decline in profitability remains a critical concern, particularly considering record production volumes and record-high gold prices. Key Financial Metrics US$ million FY 23 LTM Sep 24pre raise LTM Sep 24post raise Guidance 25 LOW Guidance 25 HIGH Market cap @ C$ 5.50/share 138 138 160 Net cash 22 42 65 Net working capital 30 19 19 Enterprise value 86 77 76 Sales 250 284 284 345 375 EBITDA 25 31 31 NPAT (net profit) adjusted for growth 15 21 21 14+3 17+3 Margin 6.0% 7.4% 7.4% 4.9% 5.3% Capex - excl. Senegal 7 4 4 8 5 Capex - Senegal 7 5 FCF (NPAT + D&A - total capex) 13 21 21 6 14 EV/EBITDA 3.4x 2.5x 2.5x Dividends 3 4 4 Buybacks 3 6 6 Key Questions iolite's well-founded questions and concerns continue to be disregarded by the Company: Buyback program: What drove the decision to halt the buyback program on November 8, and why was no public statement issued at the time? Dividend increase vs. dilution: Why did the Company announce a dividend increase on December 19, only to surprise the market with a discounted capital raise on January 30? This dilution more than erases the benefit of the dividend payout - it's highly unusual for a company to raise equity while increasing its dividend. Disclosure: Given that the Company's growth plans have been known for some time, why was there no communication to public investors about a potential equity raise? Upsizing the raise: What prompted the decision to increase the size of the capital raise? What necessity did this serve, and what benefits were expected from doing so? Rights offering: Why wasn't a rights offering conducted, which would have given all shareholders an opportunity to participate? Discount on the raise: The capital was raised at a 10% discount, despite board members stating on January 28 and 29 that the Company was undervalued. What is the explanation for this apparent contradiction? "Broad shareholder support": Board members claim "broad shareholder support" for these decisions. On what basis is this claim made? Which shareholders - by percentage or otherwise - actually supported the raise? Alternative financing options: Why didn't the Company explore other financing options, such as factoring or debt financing, instead of opting for a deep discount equity offering that destroys value? Further capital raises: Board members have indicated the need for further capital raises. What justifies this need, especially considering that the Company appears overcapitalized despite its ambitious growth plans? Board members confirmed that no capital raise was planned as recently as late November. So why the sudden urgency? Dynacor was undervalued with no immediate need for capital? Issuing discounted shares for an undervalued company without pressing capital needs is not responsible. In December, the Company's shares traded at an average daily volume of 40,370 shares (~C$ 242,220 at C$ 6.00/share) - indicative of sufficient liquidity. iolite itself was able to purchase 10% of the Company primarily through open-market transactions. Governance Concerns Dynacor urgently needs additional perspective representation aligned with the owners of the Company on its board to protect shareholder value, ensure fair and responsible capital allocation, and drive sustainable earnings-per-share growth. This urgency is heightened by the Company's significant cash reserves, which are at risk of being mismanaged. Dynacor lacks a proven track record in M&A and international expansion, and the CEO has already hinted at further dilutive raises on the horizon. Over the years, iolite has been a steadfast supporter of Dynacor's vision - even urging the Company to take on more risk by accelerating international expansion. Bringing Mr. Leitz onto the board would infuse the team with highly relevant expertise, a deep understanding of the business, and a true ownership perspective. As one of nine directors bound by fiduciary duties, he would offer essential insights to ensure fair capital allocation, support sustainable EPS growth, and boost corporate credibility. Appointing Mr. Leitz is in the Company's best interest. Any reasonable leadership team and board would welcome such a major shareholder's representative to help drive a shared vision. Instead, Dynacor has chosen to ignore iolite's voice, dismiss its call for a special meeting, block a justified board seat request with false arguments, and persist in sending threatening letters. Shareholders deserve better. iolite has repeatedly expressed its wishes to avoid legal battles and public confrontations. Regrettably, the Company has failed to take any meaningful steps toward resolving the situation. Dynacor could have - and still can - recognize the proper exercise of shareholders' rights and engage constructively with a significant shareholder to add a director to the board who can bring not only experience but also a much-needed different perspective in the best interest of the Company. The refusal to either do so or call the special meeting of shareholders does not reflect the standards directors should uphold and gives the impression that the motivation is to entrench existing directors aligned with management. About iolite Founded in 2011 by Robert Leitz, 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 About Robert Leitz Robert Leitz brings 25 years of experience in finance and commodities. His expertise in international M&A and distressed debt investing equips him to contribute effectively to the Company's success. iolite holds a diverse portfolio of commodity-related investments across Australia, Canada, Switzerland, and Africa. Before founding iolite, Mr. Leitz held positions at Glencore and several financial institutions, including TPG Credit, Goldman Sachs' European Special Situations Group, and KPMG Corporate Restructuring. He holds a Master of Science in Business Administration and Economics from the University of St. Gallen (HSG), Switzerland, and completed his master's thesis under the guidance of Prof. Eli Noam at Columbia University, New York. Information in Support of Public Broadcast Solicitation The information contained in this news release does not and is not meant to constitute a solicitation of a proxy by iolite within the meaning of applicable corporate and securities laws. Although iolite has requisitioned a meeting (the "Special Meeting") of the shareholders of Dynacor, there is currently no record or meeting date and shareholders are not being asked at this time to execute a proxy in favor of iolite`s nominee or any other resolutions set forth in the requisition. In connection with the Special Meeting, iolite is voluntarily providing the disclosure required under sections 9.2(4) and 9.2(6) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with corporate and securities laws applicable to public broadcast solicitations. This news release and any solicitation made by iolite in advance of the Special Meeting is, or will be, as applicable, made by iolite and not by or on behalf of the management of Dynacor. Shareholders of Dynacor are not being asked at this time to execute proxies in favor of iolite's nominee (in respect of the Special Meeting) or any other resolution that may be set forth in the requisition. iolite intends to make its solicitation primarily by mail, but proxies may also be solicited personally by telephone, email or other electronic means, as well as by newspaper or other media advertising or in person. In addition, iolite may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, by way of public broadcast, including press release, speech or publication, and in any other manner permitted under applicable Canadian laws. Any members, partners, directors, officers or employees of iolite and its affiliates or other persons who solicit proxies on behalf of iolite will do so for no additional compensation. The costs incurred in the preparation and mailing of a circular in connection with the Special Meeting, and the solicitation of proxies by iolite will be borne by iolite, provided that, subject to applicable law, iolite may seek reimbursement from Dynacor of iolite's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful vote at the Special Meeting. View source version on Contacts iolite CapitalInvestor Relations+41 79 227 29 08dynacor@ Sign in to access your portfolio
Associated Press
06-03-2025
- Business
- Associated Press
Dynacor Refuses to Call Requisitioned Special Meeting – iolite calls Meeting for April 9, 2025
iolite Capital Management AG, a Switzerland-based investment manager, requisitioned a Special Shareholder Meeting of Dynacor Group Inc. (TSX:DNG, the Company) on January 30 to have Mr. Robert Leitz, elected to the board. Dynacor has failed to call the meeting, as required. Consequently, iolite is now calling the meeting itself, which will be held on April 9, 2025, at 10 am ET. Further details regarding the meeting's location and logistics will be announced shortly. Dynacor's unnecessary, heavily discounted, and unfair capital raise exposed major governance flaws. This, along with the board's subsequent actions, raises serious concerns regarding entrenchment and a misalignment with fiduciary duties. Shareholders deserve better representation, communication, and accountability. iolite, the Company's largest shareholder, seeks to have Mr. Leitz, elected to Dynacor's board to protect value, ensure fair and responsible capital allocation, and drive sustainable earnings-per-share growth. This is in the Company's best interest. More than 30 days after iolite's requisition, Dynacor has neither convened a meeting nor offered a meaningful proposal to address the situation. Instead, the Company has chosen to ignore iolite's voice, dismiss its rightful call for a special meeting, block a justified board seat request with false arguments, and persist in dilatory tactics - all while a constructive process initiated and maintained by iolite remains active. Dynacor's lack of M&A and international expansion experience, combined with the CEO's suggestion of further dilutive raises, underscores the need for improved oversight. This is particularly urgent given the Company's significant cash reserves, which are at risk of being mismanaged. Shareholders should be concerned that 2025 guidance shows severely eroding profitability despite record production volumes and historically high gold prices. Capital Raise & Capital Allocation Concerns On January 28 and 29, iolite met with board members in Montreal to discuss the state of matters at Dynacor and Mr. Leitz's potential board appointment, the Company's growth strategy, funding needs, and its persistent undervaluation. The Company had arranged for Mr. Leitz to meet the remaining board members as a final step in a lengthy nomination process. However, on January 30 - while Mr. Leitz was en route to the airport - Dynacor unexpectedly announced an unnecessary and heavily discounted capital raise. This move directly contradicted iolite's indications that such a raise was not in the best interest of Dynacor, especially given the recent record earnings, dividend increase, and share buybacks. Notably, the Company made no mention of exploring alternative financing options, such as factoring or bank debt, despite Mr. Leitz suggesting the day before that cheaper financing solutions were available if ever needed. The raise immediately and unnecessarily destroyed C$25 million (US$17 million) in shareholder value, a loss likely to compound over time. Many existing shareholders, including iolite, were excluded from participating in this handpicked offering, creating an inherently unfair situation. Subsequent press releases from Dynacor confirmed that the Company had no immediate need for a capital raise - a fact that further frustrated shareholders who already suspected as much. The Company's 2025 guidance projects positive free cash flow, including growth initiatives, and underscores that Dynacor's balance sheet was and remains overcapitalized. With a growth-adjusted net profit margin projected at 5% - a multi-year low compared to the 8% reported in Q3 2024 - the sharp decline in profitability remains a critical concern, particularly considering record production volumes and record-high gold prices. Key Financial Metrics US$ million FY 23 LTM Sep 24 pre raise LTM Sep 24 post raise Guidance 25 LOW Guidance 25 HIGH Market cap @ C$ 5.50/share 138 138 160 Net cash 22 42 65 Net working capital 30 19 19 Enterprise value 86 77 76 Sales 250 284 284 345 375 EBITDA 25 31 31 NPAT (net profit) adjusted for growth 15 21 21 14+3 17+3 Margin 6.0% 7.4% 7.4% 4.9% 5.3% Capex - excl. Senegal 7 4 4 8 5 Capex - Senegal 7 5 FCF (NPAT + D&A - total capex) 13 21 21 6 14 EV/EBITDA 3.4x 2.5x 2.5x Dividends 3 4 4 Buybacks 3 6 6 Key Questions iolite's well-founded questions and concerns continue to be disregarded by the Company: Buyback program: What drove the decision to halt the buyback program on November 8, and why was no public statement issued at the time? Dividend increase vs. dilution: Why did the Company announce a dividend increase on December 19, only to surprise the market with a discounted capital raise on January 30? This dilution more than erases the benefit of the dividend payout - it's highly unusual for a company to raise equity while increasing its dividend. Disclosure: Given that the Company's growth plans have been known for some time, why was there no communication to public investors about a potential equity raise? Upsizing the raise: What prompted the decision to increase the size of the capital raise? What necessity did this serve, and what benefits were expected from doing so? Rights offering: Why wasn't a rights offering conducted, which would have given all shareholders an opportunity to participate? Discount on the raise: The capital was raised at a 10% discount, despite board members stating on January 28 and 29 that the Company was undervalued. What is the explanation for this apparent contradiction? 'Broad shareholder support': Board members claim 'broad shareholder support' for these decisions. On what basis is this claim made? Which shareholders - by percentage or otherwise - actually supported the raise? Alternative financing options: Why didn't the Company explore other financing options, such as factoring or debt financing, instead of opting for a deep discount equity offering that destroys value? Further capital raises: Board members have indicated the need for further capital raises. What justifies this need, especially considering that the Company appears overcapitalized despite its ambitious growth plans? Board members confirmed that no capital raise was planned as recently as late November. So why the sudden urgency? Dynacor was undervalued with no immediate need for capital? Issuing discounted shares for an undervalued company without pressing capital needs is not responsible. In December, the Company's shares traded at an average daily volume of 40,370 shares (~C$ 242,220 at C$ 6.00/share) - indicative of sufficient liquidity. iolite itself was able to purchase 10% of the Company primarily through open-market transactions. Governance Concerns Dynacor urgently needs additional perspective representation aligned with the owners of the Company on its board to protect shareholder value, ensure fair and responsible capital allocation, and drive sustainable earnings-per-share growth. This urgency is heightened by the Company's significant cash reserves, which are at risk of being mismanaged. Dynacor lacks a proven track record in M&A and international expansion, and the CEO has already hinted at further dilutive raises on the horizon. Over the years, iolite has been a steadfast supporter of Dynacor's vision - even urging the Company to take on more risk by accelerating international expansion. Bringing Mr. Leitz onto the board would infuse the team with highly relevant expertise, a deep understanding of the business, and a true ownership perspective. As one of nine directors bound by fiduciary duties, he would offer essential insights to ensure fair capital allocation, support sustainable EPS growth, and boost corporate credibility. Appointing Mr. Leitz is in the Company's best interest. Any reasonable leadership team and board would welcome such a major shareholder's representative to help drive a shared vision. Instead, Dynacor has chosen to ignore iolite's voice, dismiss its call for a special meeting, block a justified board seat request with false arguments, and persist in sending threatening letters. Shareholders deserve better. iolite has repeatedly expressed its wishes to avoid legal battles and public confrontations. Regrettably, the Company has failed to take any meaningful steps toward resolving the situation. Dynacor could have - and still can - recognize the proper exercise of shareholders' rights and engage constructively with a significant shareholder to add a director to the board who can bring not only experience but also a much-needed different perspective in the best interest of the Company. The refusal to either do so or call the special meeting of shareholders does not reflect the standards directors should uphold and gives the impression that the motivation is to entrench existing directors aligned with management. About iolite Founded in 2011 by Robert Leitz, 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 About Robert Leitz Robert Leitz brings 25 years of experience in finance and commodities. His expertise in international M&A and distressed debt investing equips him to contribute effectively to the Company's success. iolite holds a diverse portfolio of commodity-related investments across Australia, Canada, Switzerland, and Africa. Before founding iolite, Mr. Leitz held positions at Glencore and several financial institutions, including TPG Credit, Goldman Sachs' European Special Situations Group, and KPMG Corporate Restructuring. He holds a Master of Science in Business Administration and Economics from the University of St. Gallen (HSG), Switzerland, and completed his master's thesis under the guidance of Prof. Eli Noam at Columbia University, New York. Information in Support of Public Broadcast Solicitation The information contained in this news release does not and is not meant to constitute a solicitation of a proxy by iolite within the meaning of applicable corporate and securities laws. Although iolite has requisitioned a meeting (the 'Special Meeting') of the shareholders of Dynacor, there is currently no record or meeting date and shareholders are not being asked at this time to execute a proxy in favor of iolite`s nominee or any other resolutions set forth in the requisition. In connection with the Special Meeting, iolite is voluntarily providing the disclosure required under sections 9.2(4) and 9.2(6) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with corporate and securities laws applicable to public broadcast solicitations. This news release and any solicitation made by iolite in advance of the Special Meeting is, or will be, as applicable, made by iolite and not by or on behalf of the management of Dynacor. Shareholders of Dynacor are not being asked at this time to execute proxies in favor of iolite's nominee (in respect of the Special Meeting) or any other resolution that may be set forth in the requisition. iolite intends to make its solicitation primarily by mail, but proxies may also be solicited personally by telephone, email or other electronic means, as well as by newspaper or other media advertising or in person. In addition, iolite may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, by way of public broadcast, including press release, speech or publication, and in any other manner permitted under applicable Canadian laws. Any members, partners, directors, officers or employees of iolite and its affiliates or other persons who solicit proxies on behalf of iolite will do so for no additional compensation. The costs incurred in the preparation and mailing of a circular in connection with the Special Meeting, and the solicitation of proxies by iolite will be borne by iolite, provided that, subject to applicable law, iolite may seek reimbursement from Dynacor of iolite's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful vote at the Special Meeting. +41 79 227 29 08 SOURCE: iolite Capital Management AG Copyright Business Wire 2025. PUB: 03/06/2025 05:32 AM/DISC: 03/06/2025 05:32 AM
