{"id":25316,"date":"2026-06-24T03:32:00","date_gmt":"2026-06-24T01:32:00","guid":{"rendered":"http:\/\/stocks-future.com\/?guid=79764eac435834abdbf045fcc548a837"},"modified":"2026-06-24T03:32:00","modified_gmt":"2026-06-24T01:32:00","slug":"iolite-dynacors-agm-reaffirms-key-concerns-and-leaves-more-questions-than-answers","status":"publish","type":"post","link":"https:\/\/stocks-future.com\/?p=25316","title":{"rendered":"iolite: Dynacor\u2019s AGM Reaffirms Key Concerns \u2014 and Leaves More Questions Than Answers"},"content":{"rendered":"<p class=\"bwalignc\">\n<b>Serious Questions Remain Over the Company\u2019s Conduct, Disclosure and Board Entrenchment<\/b><\/p><ul class=\"bwlistdisc\">\n<li>\n<b>Dynacor has enormous potential, but the leadership needed to realize it is clearly lacking \u2014 as the Company\u2019s own AGM presentation reaffirmed. Shareholders deserve leadership that matches the scale of the opportunity and upholds the values the Company claims to stand for.<\/b><\/li>\n<li>\n<b>The Meeting process and disclosure record cast serious doubt on whether shareholders had a full and fair opportunity to weigh all material information before voting.<\/b><\/li>\n<li>\n<b>iolite achieved one of its primary objectives: exposing critical issues to fellow shareholders. For the first time, the Company admitted facts and events at the heart of iolite\u2019s concerns \u2014 after more than a year of denials, threats, false accusations, and the use of material shareholder resources to deflect legitimate scrutiny.<\/b><\/li>\n<li>\n<b>Shareholders still do not know the cost, scope, findings or conclusions of the Company\u2019s \u201cindependent investigation\u201d \u2014 or whether the directors who stood for election were, or should have been, among its subjects.<\/b><\/li>\n<li>\n<b>Ownership remains underrepresented on the Board, and serious conflicts of interest remain unaddressed.<\/b><\/li>\n<li>\n<b>iolite thanks fellow shareholders for their support and will keep pressing for accountability.<\/b><\/li>\n<\/ul><p>FREIENBACH, Switzerland--(BUSINESS WIRE)--iolite Partners Ltd. (\u201ciolite\u201d or the \u201cConcerned Shareholder\u201d), the largest shareholder of Dynacor Group Inc. (TSX: DNG) (\u201cDynacor\u201d or the \u201cCompany\u201d), today commented following Dynacor\u2019s annual meeting of shareholders held on June 19, 2026 (the \u201cMeeting\u201d).<\/p><br\/><a href=\"https:\/\/mms.businesswire.com\/media\/20260623308423\/en\/2838029\/5\/iolite-logo-blue-master.jpg\"><img src=\"https:\/\/mms.businesswire.com\/media\/20260623308423\/en\/2838029\/22\/iolite-logo-blue-master.jpg\" \/><\/a><br\/><a href=\"https:\/\/mms.businesswire.com\/media\/20260623308423\/en\/2838029\/5\/iolite-logo-blue-master.jpg\"><img src=\"https:\/\/mms.businesswire.com\/media\/20260623308423\/en\/2838029\/21\/iolite-logo-blue-master.jpg\" \/><\/a><p>\niolite thanks all shareholders who supported the <b><span class=\"bwuline\">BLUE<\/span><\/b> Proxy, engaged with iolite and its advisors, and weighed iolite\u2019s publicly disclosed materials. That engagement underscores the importance of the governance, disclosure and accountability issues this campaign has raised.<\/p><p>\n<b>The Meeting does not end iolite\u2019s efforts.<\/b> The campaign set out to ensure shareholders understood serious developments and questions the Company had failed to answer, had misrepresented, or had failed to adequately address. <b>It succeeded.<\/b> iolite will keep pursuing every appropriate avenue to hold management and the Board accountable and to protect and grow shareholder value, which on the evidence of this campaign and the Company\u2019s response remains plainly at risk.<\/p><p>\n<b>Why This Matters: The Core Question<\/b><\/p><p>\nFor more than a year, Dynacor\u2019s leadership has spent millions of dollars of shareholders\u2019 money on entrenchment: resisting transparency, accountability and shareholder engagement, and relying on denial, personal attacks and false allegations against its owners and those asking questions. At the Meeting, the Company finally confirmed issues at the heart of iolite\u2019s concerns. Yet its explanations fell well short of what shareholders can reasonably expect \u2014 despite the questions having been provided in advance \u2014 and in places contradict the documented record. Shareholders are entitled to ask one question: Why?<\/p><p>\nThe financial picture sharpens that question. Dynacor\u2019s shares trade below where they stood eighteen months ago, when the Board itself considered the Company materially undervalued. Shareholders have entirely missed out on a historic gold-price rally. On record sales of about US$500 million, driven by that rally, Dynacor should be earning on the order of US$50 million in EBIT from its existing operations, roughly the margin it earned in the past with a smaller footprint and fewer scale benefits. It is not close. Worse, operating cash flow runs below reported profitability, and capital expenditure at Chala, which should be maintenance in nature, has risen well above historical levels. Given the operational turmoil described below, reported figures should be treated with caution. As owners, iolite does not focus on sales; it focuses on cash flow per share.<\/p><p>\nThe contested capital raise compounds the credibility problem. At the Meeting, Mr. Martineau called it well-timed, at an \u201call-time-high\u201d share price \u2014 though the day before announcing it he had stated the Company was materially undervalued, with no raise planned. The Company now signals that further dilutive raises may follow. With US$31 million of cash as of March 2026, an underwhelming growth profile despite heavy investment, and serious doubts over the expansion projects, the Company\u2019s own forecast contradicts its narrative \u2014 and the documented issues raise a real risk that further shareholder capital will be wasted.<\/p><p>\n<b>What iolite Is Calling For<\/b><\/p><p>\niolite has always welcomed constructive, good-faith dialogue and remains open to it. But the Board must now change course; the Company cannot continue to be run as it has been. iolite calls on the Board to:<\/p><ul class=\"bwlistdisc\">\n<li>\nappoint a genuinely independent Chair with industry and emerging markets expertise;<\/li>\n<li>\nadd direct independent shareholder representation to the Board;<\/li>\n<li>\ncommission an independent governance review, overseen by an impartial committee, with a written report made available to shareholders;<\/li>\n<li>\ncommission a forensic operational review covering the period from January 1, 2024 to date, with findings reported to shareholders; and<\/li>\n<li>\ndisclose the independent investigation in full: its mandate, scope, cost, conduct and conclusions; including whether it examined the directors who stood for election.<\/li>\n<\/ul><p>\n<b>Procedural Failings: A Concerning Pattern<\/b><\/p><p>\nThe conduct of the Board, and the way the AGM was run, continued the Company\u2019s pattern of restricting shareholder participation and avoiding scrutiny. It fell well short of what one expects from a company that genuinely intends to engage credibly and constructively in a contested situation. How is any of this consistent with the values the Company claims to stand for?<\/p><p>\n<span class=\"bwuline\">Dismissed Motions and Conflicts of Interest<\/span><\/p><p>\nThe Chair dismissed iolite\u2019s motions for an Independent Chair, an Independent Governance Review and a Forensic Review of Board conduct \u2014 though the Chair who dismissed them would have been among their subjects. Each motion rested on well-founded concerns, several of which surfaced in full only in the weeks before the Meeting. That is why iolite brought this campaign, and why it launched when it did.<\/p><p>\n<span class=\"bwuline\">Delays in Shareholder List Delivery<\/span><\/p><p>\nDynacor failed to deliver all mandatory shareholder materials within 10 days of iolite\u2019s request, including the registered shareholder list and the CDS participant list \u2014 materials iolite needed to reach shareholders and to meet its own legal obligations.<\/p><p>\nWorse, the Company had likely held this information <b>for over a month<\/b> and delayed its response past the limit without explanation. The data it finally provided appeared to contain irregularities, including what appeared to be manipulated data fields and inaccurate record dates in some cases \u2014 raising obvious questions about why Dynacor was reluctant to provide complete, accurate information on time. These delays may have impaired iolite\u2019s ability to communicate with and mail materials to shareholders before voting deadlines. At the Meeting, iolite clearly raised a question on this matter; however, the Company did not present the full context of the question and instead indicated it would follow up directly with iolite. Based on prior experience, the Company has not done so in similar circumstances, and there is no expectation that it will do so here.<\/p><p>\n<span class=\"bwuline\">Requests for Safeguards Ignored<\/span><\/p><p>\nIn the days before the Meeting, iolite and its advisors raised legitimate concerns about meeting procedure and requested basic safeguards for a fair, transparent and orderly process. The Company did not adequately address them. No mutually agreed meeting protocol was put in place, a critical omission. Its absence, in a virtual-only meeting run entirely on the Company\u2019s chosen platform, casts real doubt on whether shareholders received a transparent, reliable process.<\/p><p>\n<span class=\"bwuline\">A Virtual-Only Format That Limited Participation<\/span><\/p><p>\nDynacor chose a virtual-only format for the Meeting \u2014 inappropriate for a contested meeting involving significant shareholder concerns, where a hybrid or in-person meeting is standard practice and was clearly warranted. The format limited shareholders\u2019 ability to participate, raise questions and motions, respond in real time, and observe proceedings on an equal footing with management and the Chair.<\/p><p>\n<b>Disclosure Failings: A Pattern of Withholding and Misdirection<\/b><\/p><p>\nThese procedural failings compound a well-documented pattern of withheld material facts and misleading or incomplete statements. Management\u2019s AGM presentation confirmed several of iolite\u2019s concerns, and raised far more questions than it answered.<\/p><p>\n<span class=\"bwuline\">Selective Answers and a One-Sided Presentation<\/span><\/p><p>\nWhere management did respond to iolite\u2019s questions, it did so only in part \u2014 and partial answers, in iolite\u2019s view, can misrepresent the situation as effectively as silence. Management did not present iolite\u2019s motions and questions to shareholders, nor did it present iolite\u2019s materials; shareholders heard only management\u2019s own account. And during the campaign iolite learned that management had not engaged with the Company\u2019s largest institutional shareholders, even though they were explicitly asked to, seemingly to avoid addressing difficult questions and prevent shareholders from hearing both sides of the story. A board confident in its record informs shareholders fully and engages its largest owners; it does not curate what they are permitted to hear.<\/p><p>\n<span class=\"bwuline\">Leadership Changes and Operational Turmoil \u2014 \u201cNormal Optimization\u201d?<\/span><\/p><p>\nFor the first time, Dynacor admitted previously undisclosed material leadership changes and mass dismissals. Calling them \u201cnormal-course optimization\u201d strains credulity and demands scrutiny.<\/p><p>\nThe Company still has not explained why it replaced almost the entire team of longstanding senior executives at its sole operating entity \u2014 sparing only accounting \u2014 along with roughly half its 550-person workforce, then dismissed the very leaders hired to carry out that \u201coptimization,\u201d days after declaring the business stable and consistent with \u201cits values.\u201d<\/p><p>\nThe near-total departure of a long-serving senior executive layer widely credited with building the business is not \u201cnormal.\u201d Nor is dismissing the two most senior figures at the sole operating subsidiary days after management said all was well. Shareholders deserve a clear account of what happened, why, and who is responsible.<\/p><p>\nThe outgoing CEO flatly denied that low inventories and reduced production were even partly caused by this turmoil. That position contradicts the documented record, which the Company has refused to substantively address, choosing instead to keep resisting disclosure. It matters because the Board and management responsible remain in place. Although the Company speaks of strengthening the team and of an orderly handover, the same entrenched group remains in charge, with only cosmetic changes.<\/p><p>\n<span class=\"bwuline\">The \u201cIndependent Investigation\u201d<\/span><\/p><p>\nThe Company disclosed nothing of substance about its independent investigation: not its cost, who conducted it, its mandate and scope, or its conclusions. iolite\u2019s question was not read out in full and went unanswered, deflected with a reference to ongoing litigation. Shareholders should weigh what the Board chose not to say.<\/p><p>\n<i>For the record, iolite asked, in full: Who conducted the Company\u2019s independent investigation, and what was its mandate and scope? Did it address the leadership departures, workforce replacement, sourcing disruptions, missing gold, SUNAT red-channel classification, the April 28 dismissals, and the departure of newly installed senior management? What did it cost, and why was it commissioned only after major personnel changes had already begun? Why were its scope, process and findings not disclosed in greater detail? Was a written report prepared and, if not, why not? Did the investigator\u2019s findings expressly address the conduct of the Board \u2014 or did the Board itself conclude that no criticism of its conduct was warranted? Will the Board commit to an independent governance review, overseen by an impartial committee, with a written report made available to shareholders? And will it commit to a forensic operational review covering January 1, 2024 to date, with findings reported to shareholders?<\/i><\/p><p>\n<span class=\"bwuline\">The Lost Northern Peru Opportunity<\/span><\/p><p>\nFor the first time, Dynacor admitted selling the Northern crusher and ore laboratory shortly after the contested capital raise \u2014 calling the assets \u201cnot strategic\u201d and unrelated to its plan for a plant in the North, while failing to address why that plan was abandoned. This does not hold up.<\/p><p>\nThe crusher and assay lab were always central to controlling traceability and margins; dismissing the withheld sales as \u201cimmaterial,\u201d with no further explanation, is hard to credit. If the Company is now relying on third-party ore-assay and crushing services in the North \u2014 necessary to make the 1,000-km-plus haul to Chala along the Panamericana economically viable \u2014 that is a significant loss of process and quality control.<\/p><p>\nA Northern plant had long been Dynacor\u2019s top expansion priority and its lowest-hanging fruit, building on the Company\u2019s team, standing and in-country network. Peru is one of the world\u2019s largest and most advanced artisanal and small-scale mining (ASM) gold markets, with a largely untapped consolidation opportunity \u2014 and Northern ore grades exceed those in the South, where the current plant sits, making the opportunity especially attractive.<\/p><p>\nAs recently as early 2025, management told iolite the Company was just months away from securing a full operating permit for a Northern plant, having applied for a central licence after a roadblock at the local level. In the same discussions, management said it was accelerating Northern purchasing and using these two assets to do so \u2014 to expand sourcing relationships and speed the plant\u2019s ramp-up once approved.<\/p><p>\n<span class=\"bwuline\">Senegal: Cost Inflation, Missed Milestones and an Unconvincing Outlook<\/span><\/p><p>\nSenegal is a small pilot plant envisioned more than a decade ago and pursued largely because of a relationship with two strategic partners, one of them FONSIS, the country\u2019s sovereign wealth fund.<\/p><p>\nThe AGM revealed that costs, previously indicated at around US$2 million, have ballooned past US$6 million; that first production apparently is no longer expected in Q2 2026, despite recent press releases suggesting otherwise; and that management would not commit to the plant ever being profitable, saying only that it \u201cwill assess in a few quarters whether it can be operated profitably\u201d \u2014 a sharp retreat from prior guidance and a tacit admission that basic viability is unresolved. Notably, the outgoing CEO emphasized that it takes time to build relationships and trust with suppliers. Management also failed to explain why it is pursuing the project at all, having since parted ways with both strategic partners and amid heightened geopolitical risk, and did not address iolite\u2019s concerns regarding the General Manager given his background.<\/p><p>\n<span class=\"bwuline\">Ecuador: A Brownfield Overhaul Presented Without Scope or Timeline to Profitability<\/span><\/p><p>\nThe newly acquired Ecuador plant was presented with little detail. Photographs showed a rusty, mothballed facility still in clear need of major overhaul \u2014 casting doubt on first production in late 2026. The latest capex estimate of about US$30 million \u2014 most of it still to be spent, on top of the US$12 million-plus already paid to acquire the plant \u2014 is roughly triple what the Company communicated before the acquisition in early 2025.<\/p><p>\n<span class=\"bwuline\">Production Reality Contradicts the Strategic Narrative<\/span><\/p><p>\nOn the Company\u2019s own figures, production in 2025 and 2026 is, and will be, lower than in 2024. Senegal and Ecuador together are forecast to add only about 75\u2013100 tonnes per day four years after the capital raise \u2014 too little to drive real growth, and with both expansions\u2019 near-term profitability in doubt.<\/p><p>\n<span class=\"bwuline\">The Premium, Silver and Tender Process: Conflicts and Unanswered Questions<\/span><\/p><p>\nThe outgoing CEO said the US$1\u20132 million premium on Dynacor\u2019s gold dor\u00e9 flowing into FIDAMAR is not a concern for the business or its shareholders. iolite finds this answer troubling: if the product earns a premium, that premium belongs to shareholders. Set against the underlying structural and personnel conflicts of interest, and the Company\u2019s record of resisting transparency, this may be the most revealing answer of all \u2014 and is itself evidence that a more independent board and stronger shareholder representation are urgently needed. To be clear, iolite has been and remains highly supportive of the vision behind FIDAMAR \u2014 but it is willing to let this premium go to charity only where there is no doubt about the arrangement.<\/p><p>\nThe same executive called silver sales immaterial. In 2024, the Company exported silver worth about US$4.8 million, plus potential local sales; at comparable volumes and current prices, that would be roughly US$10 million today. By-products like these should fall almost entirely to the bottom line.<\/p><p>\nDynacor is spending some US$6 million in Senegal and US$30 million in Ecuador. Why, then, did management decline to answer iolite\u2019s questions about the process, the winning bidders and the terms of the tenders for these key contracts? A few concrete facts would have built real credibility, especially given the cost overruns against recently provided estimates \u2014 yet shareholders were told only that \u201ca process is in place.\u201d<\/p><p>\n<b>An Entrenched Board Remaining in Control<\/b><\/p><p>\nThe Board responsible for the Company\u2019s conduct over the past two years remains in place \u2014 and the new Chief Executive Officer (the former Chief Operating Officer) has been left off the Board, contrary to what was indicated and to normal practice. At the Meeting, the new CEO drew only a lukewarm endorsement and engaged little himself \u2014 hardly the signal of confident, accountable leadership shareholders are entitled to expect.<\/p><p>\nMr. Misiano has been Chief Operating Officer for two years and should know this relatively simple organization intimately. He and Mr. Martineau, who stays on the Board, are responsible for many of the issues this campaign has raised, as are the directors overseeing governance, risk and ESG. The claim that Mr. Martineau remains for a smooth transition is as thin as the claim that Mr. Misiano is kept off the Board to \u201cbalance skills\u201d and to \u201cmaintain independence\u201d. Why not use this generational change to genuinely refresh the Board, especially when the directors still in charge may be the very people who were, or should have been, subjects of the investigation?<\/p><p>\n<b>Commitment to Accountability<\/b><\/p><p>\n\u201cShareholders were entitled to a fair process, timely information and complete, accurate disclosure before being asked to vote,\u201d said Robert Leitz, Founder and Managing Director of iolite. \u201cWe are grateful to those who supported the <b><span class=\"bwuline\">BLUE<\/span><\/b> Proxy and engaged with our materials. Let me be clear by saying that this vote does not end our efforts. We will keep pursuing accountability through every appropriate avenue and advocating for the steps needed to help all shareholders realize the value of their investment.\u201d<\/p><p>\niolite remains committed to acting for all shareholders. The Company\u2019s governance, disclosure and operational performance demand continued scrutiny. iolite will assess and pursue every available legal, regulatory and governance remedy \u2014 including those available to shareholders and, for the benefit of the Company itself, against those responsible for any harm it has suffered.<\/p><p>\n<b>Advisors<\/b><\/p><p>\nFasken Martineau DuMoulin LLP is acting as legal counsel to iolite.<\/p><p>\n<b>About iolite Partners Ltd.<\/b><\/p><p>\niolite Partners Ltd. is an investment manager focused on identifying and investing in high-quality businesses with the potential for long-term value creation. iolite is a significant shareholder of Dynacor and is committed to ensuring that the Company operates with strong governance, accountability and alignment with shareholder interests.<\/p><p>\n<b>Important Notice<\/b><\/p><p>\nThis release is published by iolite Partners Ltd., 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, KY1-1002, Grand Cayman, Cayman Islands, on <a  href=\"https:\/\/cts.businesswire.com\/ct\/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.iolitecapital.com&amp;esheet=54559291&amp;newsitemid=20260623308423&amp;lan=en-US&amp;anchor=www.iolitecapital.com&amp;index=1&amp;md5=fcc322e65a736aaf9bf9593905e468c1\" rel=\"nofollow\" shape=\"rect\">www.iolitecapital.com<\/a>.<\/p><br\/> <b>Contacts<\/b> <br\/><p>\n<b>Investors<\/b><br\/>iolite Capital | Gwattstrasse 15, 8808 Pf\u00e4ffikon SZ, Switzerland | +41 79 227 29 08 |\u00a0<a  href=\"mailto:dynacor@iolitecapital.com\" rel=\"nofollow\" shape=\"rect\">dynacor@iolitecapital.com<\/a><\/p><p>\n<b>Media<\/b><br\/>Kingsdale Advisors\n<br\/>Phone: 416-644-4031\n<br\/>Email:\u00a0<a  href=\"mailto:ageorge@kingsdaleadvisors.com\" rel=\"nofollow\" shape=\"rect\">ageorge@kingsdaleadvisors.com<\/a><\/p>","protected":false},"excerpt":{"rendered":"<p>Serious Questions Remain Over the Company\u2019s Conduct, Disclosure and Board Entrenchment<\/p>\n<p>Dynacor has enormous potential, but the leadership needed to realize it is clearly lacking \u2014 as the Company\u2019s own AGM presentation reaffirmed. Shareholders deserve&#8230;<\/p>\n","protected":false},"author":2,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[1],"tags":[],"class_list":["post-25316","post","type-post","status-publish","format-standard","hentry","category-infos-businesswire"],"_links":{"self":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/25316","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=25316"}],"version-history":[{"count":1,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/25316\/revisions"}],"predecessor-version":[{"id":25317,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/25316\/revisions\/25317"}],"wp:attachment":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=25316"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=25316"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=25316"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}