iolite Capital Management AG, a Switzerland-based investment manager ("iolite"), as representative of iolite Partners Ltd., the holder of not less than 10% of the issued and outstanding voting shares of Dynacor Group Inc. (TSX: DNG, the "Company"), requested the current board of directors of the Company (the "Board") to call a special meeting of the shareholders of the Company.
As the existing Board failed to call the meeting as requested, iolite has called the meeting in the best interests of the shareholders of the Company. The special meeting of the shareholders of the Company will be held on Wednesday, April 9, 2025, at 10 a.m. ET at 3500-800 Victoria Square, Suite 3500, Montréal, QC, H3C 0B4.
Shareholders of record as of March 19, 2025, will be entitled to vote on the election of Mr. Robert Leitz as director of the Company and to transact such other business as may properly be brought before the meeting or any adjournment thereof.
An information circular and proxy dated March 13, 2025, will be sent to shareholders of record. Shareholders who do not receive a circular and proxy may contact us at dynacor@iolitecapital.com. The circular with respect to the meeting will be made available at www.sedar.com and at www.iolitecapital.com/dynacor
Response to Company Announcing Annual General Meeting
With respect to the press release of the Company issued yesterday, the Company stated that its announcement was in response to iolite's requisitioned meeting and that the requisition can be addressed at the annual, general meeting in June while at the same time alleging that the meeting iolite called further to its acquisition was improperly called.
iolite has validly called the meeting and did so as the Company failed to call a special meeting as required. It is disingenuous for the Company to pretend that it called the meeting in June in response to the steps it forced iolite to take. The Company's annual meeting of shareholders would have taken place in June in any case, as it did last year. In addition, the Company provided iolite with a list of shareholders for purposes of a meeting without suggesting any irregularity until iolite's announcement that it had called a meeting.
iolite calls on the Company to stop playing games, engaging in dilatory tactics, and wasting money. Once again, we ask: WHAT IS THE BOARD AFRAID OF? A board voice that's aligned with those who truly own the Company and is focused on creating real value?
Shareholders deserve better than evasive entrenchment tactics and should call on Dynacor to put this matter before shareholders in a timely matter and focus on the best interest of the Company, including executing a sound business, growth and value-creation strategy.
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 www.iolitecapital.com.
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 businesswire.com: https://www.businesswire.com/news/home/20250307918812/en/
Contacts:
iolite Capital
Investor Relations
+41 79 227 29 08
dynacor@iolitecapital.com
