Latest news with #RobertLeitz
Globe and Mail
10-04-2025
- Business
- Globe and Mail
Dynacor Reminds Shareholders to Vote Their Gold Proxy ahead of Requisitioned Meeting Called by Dissident Shareholder on April 16, 2025
Dynacor Group Inc. (TSX: DNG) ('Dynacor' or the "Corporation"), today reminds the Corporation's shareholders of the importance of voting ahead of the upcoming Special Meeting of Shareholders (the ' Meeting '). Dynacor recommends that shareholders, no matter how many shares they own, vote using their GOLD form of proxy or voting instruction form (together, the ' Gold Proxy ') to protect the value and stability of their investment and prevent dissident shareholder Robert Leitz, through his company iolite Capital AG (the ' Dissident '), from pursuing his private agenda against the Corporation. Time is of Essence. Vote using the Gold Proxy today to support Dynacor, before April 11 at 5:00 p.m. (ET) Shareholders are encouraged to read Dynacor's management information circular, the reminder letter to shareholders recently mailed to shareholders, and to visit for more details about how a dissident shareholder is trying to impose a self-serving nominee on Dynacor's board of directors. The Dissident's nominee's experience is not additive to the board, and his behaviour has caused him to lose the trust of Dynacor's existing board members. Dynacor's Board – A Dynamic Steward of Company Value Dynacor's seasoned board of directors provides a healthy mix of fresh perspectives, historical continuity, and investor input. Their purposeful and responsible oversight is evidenced by Dynacor's multi-year track record and by the disciplined roll-out of its international expansion plan. Board bench strength – The existing board is strong, engaged and diverse, with a balanced mix of experience, skills, and leadership expertise to execute the Corporation's strategy and enhance value for all stakeholders. Director renewal – Over the past two years, in response to the growth in the company and in an effort to maintain highest levels of governance, Dynacor has added or changed two out of eight directors, a 25% renewal rate. Enviable track record – The current Board of Directors has a proven track record of being a dynamic steward of company value - delivering results, not empty promises. Independent, international endorsement – Glass Lewis and ISS, leading independent proxy advisory firms, both highlight Dynacor's long-term efficacy and strategic credibility, with Glass Lewis noting 'an accelerated amplification of iolite's demands, which, in our view, fails to persuasively scale with the board's historical stewardship and oversight.' The Dissident Nominee and his Disruptive Behaviour – The Dissident nominee's experience is not additive to the board, and he has no experience on the boards of publicly traded companies. He had no insight into company private negotiations and only a cursory understanding of the capital needed by Dynacor's operating model. Despite this, he has attempted to sow disarray with Dynacor's investors and shareholders, by wilfully and publicly downplaying the Corporation's need for a financing, denigrating its market terms, and calling for an unnecessary, costly special meeting of shareholders just two months before the Corporation's annual general meeting of shareholders. As he has lost the trust of management and the board, his election to the board would make for an unharmonious board. Vote Using Only the GOLD Proxy No Matter How Many Shares You Own. 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. Disregard any blue proxy or voting instruction form that you may received from the Dissident. 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) International: 1-416-304-0211 (for shareholders outside Canada and the United States) By email: assistance@ 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.
Globe and Mail
07-04-2025
- Business
- Globe and Mail
iolite Confirms Special Meeting of Dynacor Group Inc. – Meeting to Proceed Despite Attempts by Dynacor to Block It in Court
iolite Capital Management AG, a Switzerland-based investment manager (' iolite '), as representative of iolite Partners Ltd. called a special meeting of the holders (" Shareholders") of common shares of Dynacor Group Inc. (the ' Company ') to elect Robert Leitz to the board of directors of the Company which is scheduled to take place on April 16, 2025 (the " Meeting"). Key Developments On March 24, Dynacor filed for a provisional injunction to prevent the Meeting from proceeding. On March 28, a judge of the Superior Court of Quebec refused to grant the injunction. iolite is pleased with the outcome and looks forward to having the shareholders have their say on April 16. Dynacor is at a critical juncture. Recent actions by the Company have exposed severe governance deficiencies that undermine transparency, accountability, and fiduciary responsibilities, including: Conducting what iolite believes to be an unnecessary, heavily discounted, and unfair capital raise Responding to legitimate questions from the company's largest shareholder with legal proceedings rather than substantive answers Rejecting a valid request for board representation through specious arguments and delay tactics Refusing to convene a properly requisitioned special meeting These governance failures culminated in a last-minute attempt to block the Meeting through the courts in proceedings against iolite and Robert Leitz. This maneuver sought to suppress legitimate shareholder participation by using the judicial system. This attempt has failed to silence iolite, and iolite continues to act the best interest of the Company. The Company's maneuver underscores the current Board's determination to entrench itself and stifle dissent, rather than providing shareholders with their fundamental right to vote. When an entrenched Board aggressively resists a modest and reasonable request from its largest shareholder—merely one board seat out of nine—shareholders must question what this Board fears and whose interests it truly serves. At the Meeting, Shareholders will be asked (i) to vote on an ordinary resolution to set the number of directors of the Company at nine persons, (ii) to vote on the election of Mr. Robert Leitz as director of the Company and (iii) to transact such other business as may properly be brought before the Meeting or any adjournment thereof. Shareholders are encouraged to vote in advance of the proxy cutoff of 10:00 AM (Eastern Time) on April 14, 2025 , in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to Shareholders together with the Circular. Shareholders are also encouraged to attend the Meeting in person at 800 Victoria Square, Suite 3500, Montréal, QC, H3C 0B4 . Shareholders who do not receive a circular and proxy may contact us atproxy@ The circular with respect to the Meeting will be made available at and at 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.
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
02-04-2025
- Business
- Yahoo
iolite Called Special Meeting of Dynacor Group Inc. - Rejects Board's Misinformation Campaign Based on Entrenchment and Fear of a Voice that Should be Heard at the Board Level
FREIENBACH, Switzerland, April 02, 2025--(BUSINESS WIRE)--iolite Capital Management AG, a Switzerland-based investment manager ("iolite"), as representative of iolite Partners Ltd. called a special meeting of the holders ("Shareholders") of common shares of Dynacor Group Inc. (the "Company") to elect Robert Leitz to the board of directors of the Company which is scheduled to take place on April 16, 2025 (the "Meeting"). A judge of the Superior Court of Quebec refused to grant a provisional injunction to stop the Meeting. What did Dynacor do on Monday? They doubled down — further escalating with more unsubstantiated, increasingly aggressive and personal attacks. This only highlights how out of touch current leadership has become — with reality and with the true owners of the business. It's time to hold them accountable. Dynacor needs a board that listens, acts responsibly, and puts shareholders first — not one clinging to power through fear and misdirection. VOTE: REVISED BLUE PROXY: FOR a resolution to set the number of directors of the Company at nine persons REVISED BLUE PROXY: FOR the election of Mr. Robert Leitz REVISED BLUE PROXY: AGAINST management's proposal that iolite be responsible for costs associated with the Meeting AS DYNACOR HAS ISSUED A PROXY FORM CALLING FOR A RESOLUTION THAT IOLITE BE RESPONSIBLE FOR COSTS ASSOCIATED WITH THE MEETING, SHAREHOLDERS SHOULD USE THE REVISED FORM OF BLUE PROXY ATTACHED TO THIS PRESS RELEASE WHICH INCLUDES THAT ITEM. NOTE: IF YOU HAVE ALREADY SENT IN YOUR PROXY AND VOTED FOR ITEMS 1 & 2 ABOVE AND DO NOT SEND IN A REVISED PROXY, THE PROXY HOLDER WILL USE ITS DISCRETION TO VOTE AGAINST ITEM 3 ABOVE. In Dynacor's press release and proxy materials filed March 31, 2025, the Company claims: Performance is on track thanks to its "superior" leadership team iolite is self-serving and misaligned with shareholder interests Robert Leitz, iolite's nominee, lacks the necessary skills and experience to serve as a director iolite's actions have caused unnecessary costs the Meeting is "unauthorized and unnecessary" Let's set the record straight: 1. Performance Shortcomings Share price: Down 24% since the raise — while gold is up 29% YTD. That's underperformance, plain and simple. Q4 2024: Record sales (+11% yoy) resulted in a 52% drop in net income yoy — to just US$1.7 million. A meagre 2.4% profit margin despite record sales is both disappointing and alarming. Balance sheet: As of December 2024, the unleveraged Company held US$61 million in net cash and working capital — before the US$23 million raise. With at least US$20 million in achievable annual cash flow, Dynacor had US$80 million in near-term liquidity (now US$100 million). There is no financial justification for the raise. Guidance: The projected 5% profit margin is a multi-year low — down from 8% in Q3 — despite record volumes and record high gold prices. In a rising gold price environment, inventory gains should boost margins, not compress them. Ecuador: The publicized letter of intent is non-binding, subject to due diligence, and follows over a year of discussions with the sellers. This is no breakthrough — just another clumsy narrative shift to justify poor decisions. Tumipampa: With gold prices exceeding US$3,000 per ounce, the Company has a clear opportunity to monetize Tumipampa — a non-core exploration asset valued at ~US$15 million on the balance sheet. Yet management remains silent, with no visible initiative or progress. 2. Who's Acting in Shareholders' Best Interests? The board makes baseless claims that iolite is "self-serving" and misaligned, and the Company's press release is riddled with false and misleading statements. Here are the facts: Dividend: iolite favored buybacks over a dividend hike, citing the Company's undervaluation and the superior tax efficiency of repurchases. Nonetheless, iolite consistently accepted the current dividend rate and repeatedly proposed offering income-oriented shareholders the option to convert common shares into 8% preferred shares — a win-win. The board refused, dismissing the idea by claiming there was "no shareholder interest." Buybacks: iolite supported more aggressive buybacks to deploy the Company's growing cash pile and address undervaluation — emphasizing long-term value creation, not short-term price manipulation. Inconsistent capital allocation: The board suspended buybacks to pursue a dilutive raise — only to increase the dividend just before that same raise. Now more cash is going out, with no clear strategic benefit. True alignment: iolite is the Company's largest owner — with substantial capital at risk and fully aligned with long-term value creation. Lack of alignment: CEO Jean Martineau didn't participate in the raise. His effective ownership is only ~2.3% (mostly via options), and he has repeatedly sold shares. Yet the board continues to back his direction — that should concern every shareholder. Flawed "justifications" for capital raise: Mr. Martineau claimed the raise would "increase trading liquidity" and "boost market visibility." Any CEO who genuinely believes this logic poses a risk to shareholder capital. Issuing shares below intrinsic value without financial necessity destroys value. More dilution ahead: Mr. Martineau has already signaled that additional dilutive raises are on the horizon. Conviction in action: iolite continues to buy shares in the open market — putting real capital behind its convictions. 3. A Misguided and Emotional Board Baseless attacks: The board's claims that iolite's nominee, Mr. Leitz, lacks "industry knowledge, experience, professionalism, and sound judgment" are unfounded and borderline defamatory. The repeated personal attacks suggest desperation — not Leitz is deeply invested in Dynacor's success and brings 25 years of experience in finance and commodities. His expertise in international M&A and distressed debt investing, supported by an extensive global network, 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. Disregard for shareholder voice: The board actually had a letter sent that stated that Mr. Leitz should be disqualified because his views differ from theirs. In other words, shareholder input is only welcome if it reinforces the current regime. Lack of relevant expertise: The current management team lacks verifiable experience in M&A and international expansion — and has been slow to act, with markets like Senegal discussed for over five years and still no execution. This is a dangerous gap, especially with nearly US$100 million in cash now at risk of being misallocated. 4. Who is Actually Wasting Company Resources? Misplaced aggression: The Meeting was called by iolite — not Mr. Leitz — in its capacity as Dynacor's largest owner, in response to what iolite believes was an unnecessary, heavily discounted, and unfair capital raise, as well as serious governance concerns. Rather than engaging constructively, the Company chose to escalate, even filing a provisional injunction against both iolite and Mr. Leitz. That attempt failed in court. Legal strategy to silence dissent: In its injunction, the Company attempted to deprive shareholders of their fundamental right to determine board composition — ignoring the basic principle that director elections, whether at an annual or special meeting, are a shareholder decision. The Company is now trying to get your backing to shirk its responsibilities for costs it created by calling for a resolution for iolite to bear the costs of the Meeting. Do not fall for it. Let's be clear: it was the entrenched board that refused to engage and aggressively resisted a modest, reasonable request from its largest shareholder — a single board seat out of nine. Rather than call the Meeting themselves as required by law, they chose to waste corporate resources on legal battles. The very costs they now complain about are of their own making. When a board reacts this defensively to such a limited request, shareholders must ask: what is this board so afraid of — and whose interests is it really serving? Voting Process At the Meeting, Shareholders will be asked (1) to vote on an ordinary resolution to set the number of directors of the Company at nine persons, (2) to vote on the election of Mr. Robert Leitz as director of the Company, (3) to vote on management's proposal that iolite be responsible for costs associated with the Meeting, and (4) to transact such other business as may properly be brought before the Meeting or any adjournment thereof. Shareholders are encouraged to vote FOR (1) and (2) in advance of the proxy cutoff of 10:00 AM (Eastern Time) on April 14, 2025, in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to Shareholders together with the Circular. Shareholders are also encouraged to attend the Meeting in person at 800 Victoria Square, Suite 3500, Montréal, QC, H3C 0B4. Shareholders are encouraged to vote AGAINST (3) management's proposal that iolite be responsible for costs associated with the Meeting. These costs were created solely by Dynacor's actions in refusing to call the Meeting and taking actions to entrench itself and not be open to any other voices on the board. The board is trying to shirk its responsibilities under law, as it did when it refused to call the meeting or come to a solution where Mr. Leitz would be nominated for election. Shareholders who do not receive a circular and proxy may contact us at proxy@ The circular with respect to the Meeting will be made available at and at Glass Lewis will host a Proxy Talk with iolite on April 9, 2025, at 2:00 p.m. ET. A link to the event is available on iolite's dedicated website 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 View source version on Contacts iolite CapitalInvestor Relations+41 79 227 29 08dynacor@
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
