Worse, the Company had likely held this information for over a month 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 — raising obvious questions about why Dynacor was reluctant to provide complete, accurate information on time. These delays may have impaired iolite’s 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.

In 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’s chosen platform, casts real doubt on whether shareholders received a transparent, reliable process.

Dynacor chose a virtual-only format for the Meeting — 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’ ability to participate, raise questions and motions, respond in real time, and observe proceedings on an equal footing with management and the Chair.

These procedural failings compound a well-documented pattern of withheld material facts and misleading or incomplete statements. Management’s AGM presentation confirmed several of iolite’s concerns, and raised far more questions than it answered.

Where management did respond to iolite’s questions, it did so only in part — and partial answers, in iolite’s view, can misrepresent the situation as effectively as silence. Management did not present iolite’s motions and questions to shareholders, nor did it present iolite’s materials; shareholders heard only management’s own account. And during the campaign iolite learned that management had not engaged with the Company’s 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.

For the first time, Dynacor admitted previously undisclosed material leadership changes and mass dismissals. Calling them “normal-course optimization” strains credulity and demands scrutiny.

The Company still has not explained why it replaced almost the entire team of longstanding senior executives at its sole operating entity — sparing only accounting — along with roughly half its 550-person workforce, then dismissed the very leaders hired to carry out that “optimization,” days after declaring the business stable and consistent with “its values.”

The near-total departure of a long-serving senior executive layer widely credited with building the business is not “normal.” 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.

The 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.

The Company disclosed nothing of substance about its independent investigation: not its cost, who conducted it, its mandate and scope, or its conclusions. iolite’s 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.

For the first time, Dynacor admitted selling the Northern crusher and ore laboratory shortly after the contested capital raise — calling the assets “not strategic” 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.

The crusher and assay lab were always central to controlling traceability and margins; dismissing the withheld sales as “immaterial,” 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 — necessary to make the 1,000-km-plus haul to Chala along the Panamericana economically viable — that is a significant loss of process and quality control.

A Northern plant had long been Dynacor’s top expansion priority and its lowest-hanging fruit, building on the Company’s team, standing and in-country network. Peru is one of the world’s largest and most advanced artisanal and small-scale mining (ASM) gold markets, with a largely untapped consolidation opportunity — and Northern ore grades exceed those in the South, where the current plant sits, making the opportunity especially attractive.

As 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 — to expand sourcing relationships and speed the plant’s ramp-up once approved.

Senegal 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’s sovereign wealth fund.

The 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 “will assess in a few quarters whether it can be operated profitably” — 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’s concerns regarding the General Manager given his background.