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Dynacor Group Inc
Symbol DNG
Shares Issued 42,210,015
Close 2025-03-31 C$ 4.72
Market Cap C$ 199,231,271
Recent Sedar Documents

Dynacor files information circular for special meeting

2025-03-31 20:59 ET - News Release

Ms. Ruth Hanna reports

DYNACOR FILES MANAGEMENT MATERIALS TO VOTE AGAINST THE DISSIDENT'S ACTIONS TO DISRUPT THE CORPORATION'S POSITIVE PROGRESS

Dynacor Group Inc. has filed a management information circular and related materials in connection with a special meeting of shareholders (the requisitioned meeting) called by iolite Partners Ltd. scheduled for 10 a.m. ET on Wednesday, April 16, 2025. The dissident called the meeting to attempt to elect its founder and managing director, Robert Leitz, to Dynacor's board. Mr. Leitz lacks the requisite skills and experience to serve as a director of the corporation, and inexperienced additions to the board are not needed.

Dynacor's current board continues to lead the company forward

The current board of directors, comprising experienced and skilled individuals, is best positioned to guide the corporation toward continued success and growth. Refer to news releases dated Feb. 11, 2025, and March 31, 2025, with regard to Dynacor's continuing successful execution of its expansion plan and to the March 27, 2025, news release on its record 2024 financial and operational results. Under the leadership of the current board, Dynacor has delivered record-setting performance in the last year. Highlights for 2024 include:

  • Record annual sales of $284.4-million (U.S.) ($389.5-million) in 2024, compared with $250.2-million (U.S.) ($337.6-million), an increase of 13.7 per cent compared with 2023. Two thousand twenty-four sales were at the top end of Dynacor's 2024 guidance range of between $265-million (U.S.) and $285-million (U.S.).
  • Record net income of $16.9-million (U.S.), an 11.9-per-cent increase from 2023, exceeding guidance of $12-million (U.S.) to $15-million (U.S.).
  • Solid financial position with cash and short-term investments of $25.8-million (U.S.) at year-end 2024 compared with $22.5-million (U.S.) at year-end 2023.
  • Increased monthly dividends to 14 cents per share per year, a 16.7-per-cent increase from 2023.
  • Ranked on the 2024 TSX30, an annual rating of the 30 top-performing companies on the Toronto Stock Exchange, with a three-year share appreciation of 136 per cent.

The dissident's actions are costly to shareholders and disruptive

The actions taken by the dissident have led to unnecessary costs and disruptions. The requisitioned meeting is scheduled just weeks before Dynacor's previously announced annual meeting of shareholders to be held on June 17, 2025 (the AGM). This unnecessary action is driven by the pursuit of personal interests by Mr. Leitz in his determination to advance a self-serving agenda.

Dynacor has consistently engaged with iolite to find a collaborative path forward. Notably, the board has expressed willingness to consider a nominee from the dissident for election at the AGM, provided the nominee has the requisite skills and experience to serve on Dynacor's board. However, instead of seeking a co-operative solution and proposing a qualified nominee, the dissident has opted for the calling of the requisitioned meeting, for its own self-serving purpose at the expense of shareholders.

The company remains open to dialogue and constructive solutions that align with shareholder interests. However, the company cannot compromise on its commitment to good governance by accommodating an unqualified individual, lacking industry knowledge, experience, professionalism and sound judgment.

Shareholders should be aware of following reasons to continue to support Dynacor:

  • iolite is acting in a self-serving manner that is not aligned with the interests of the corporation and its shareholders. iolite expressed its opposition to dividend increases and mentioned supporting buybacks only if they do not lift share prices. These views conflict with the preference of many shareholders for tangible returns through dividends and enhanced value via buybacks.
  • Mr. Leitz lacks the requisite skills and experience to serve as a director of the corporation, nor does he have the trust of the board members and the corporation's management.
  • The meeting is both unauthorized and unnecessary due to Dynacor's imminent AGM to be held on June 17, 2025. Holding Iolite accountable for the costs of the meeting ensures prudent use of the corporation's financial resources, prevents unnecessary costs from diminishing shareholder value, and reflects a fair and responsible approach to corporate governance.
  • Mr. Leitz has called the requisitioned meeting for shareholders to vote on a matter that is not within shareholders' authority to act upon.
  • The current directors offer a breadth of knowledge, diversity and strategically relevant backgrounds that align with the global scale of the challenges, risks and opportunities facing the company's business.
  • The board is committed to executing the corporation's strategic plan, which represents the best value-maximizing strategy today, and will continue to responsibly evaluate any potential value-creating opportunities.

Protect your investment. Vote using only the gold management proxy.

  • Vote against -- The dissident's resolution to set the number of directors of the corporation at nine.
  • Vote against -- The dissident's resolution to elect Mr. Leitz as director.
  • Vote for -- Management's resolution providing that the costs associated with the meeting will be borne by iolite, who called the unnecessary requisitioned meeting.

As you consider the path forward, the company urges you to reflect on the need for stability and responsible management at Dynacor. Support the continued leadership of the company's current board, which is dedicated to acting in the best interests of all shareholders, rather than the narrow objectives of a single, self-serving shareholder. Your vote is important no matter how many shares you own.

Shareholders are encouraged to visit the company website for more information and to vote your Dynacor shares as soon as possible, in accordance with the instructions accompanying the gold form of proxy or voting instruction form. The deadline for voting your Dynacor shares is 5 p.m. ET on Friday April 11, 2025.

Shareholder questions

Shareholders who have questions or need assistance voting their gold proxy may contact Dynacor's strategic adviser and proxy solicitation agent:

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 United States)

By e-mail:  assistance@laurelhill.com

About Dynacor Group Inc.

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 is planning 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.

We seek Safe Harbor.

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