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
MONTREAL, April 07, 2025--(BUSINESS WIRE)--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) International: 1-416-304-0211 (for shareholders outside Canada and the United States) By email: assistance@laurelhill.com.
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 www.dynacor.com 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.
