This short form prospectus is a base shelf prospectus. This short form base shelf prospectus has been filed under the legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities. Notwithstanding the foregoing, the delivery to purchasers of a prospectus supplement containing the omitted information is not required where an exemption from the delivery requirements under applicable securities legislation in each province or territory of Canada, is available.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale therein and only by persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, these securities may not be offered or sold in the United States (as such term is defined in Regulation S under the U.S. Securities Act) except pursuant to transactions exempt from registration under the U.S. Securities Act and under the securities laws of any applicable state. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States See "Plan of Distribution".

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Vice President and Chief Financial Officer of Dynacor Group Inc., 606, Cathcart, suite 640, Montréal, Québec H3B 1K9 (Telephone: (514) 393-9000 ext. 232), and are also available electronically at www.sedarplus.ca.

SHORT FORM BASE SHELF PROSPECTUS

New Issue

January 28, 2025

Dynacor

DYNACOR GROUP INC.

$100,000,000

Common Shares

Debt Securities

Warrants

Subscription Receipts

Units

Dynacor Group Inc. ("Dynacor" or the "Corporation") may offer and sell from time to time of up to $100,000,000 in the aggregate of the following securities: common shares in the capital of the Corporation ("Common Shares"), debt securities which may consist of bonds, debentures, notes or other evidences of indebtedness of any kind, nature or description and which may be issuable in series ("Debt Securities"), issuable in series, warrants to purchase Common Shares and other Securities (as defined below) ("Warrants"), subscription receipts convertible into Common Shares or other Securities ("Subscription Receipts") and units comprised of one or more of any of the other Securities, or any combination of such Securities ("Units"), or any combination of such securities (all of the foregoing collectively, the "Securities" and individually, a "Security"), in one or more transactions during the 25-month period that this short form base shelf prospectus (the "Prospectus"), including any amendments hereto, remains effective.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more prospectus supplements (each a "Prospectus Supplement") that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement containing the specific terms of any Securities will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

The Corporation will provide the specific terms of any offering of Securities, including the specific terms of the Securities with respect to a particular offering and the terms of such offering, in a Prospectus Supplement to this Prospectus and may include, where applicable, (i) in the case of Common Shares, the number of Common Shares

being offered, the offering price, and any other terms specific to the Common Shares being offered; (ii) in the case of Debt Securities, their specific designation, aggregate principal amount, denominations, currency, maturity, rate (which may be fixed or variable) and time of payment of interest, any terms for redemption at the option of the Corporation or the holder, any terms for sinking fund payments, conditions and procedures for the exchange of the Debt Securities into or for Common Shares and/or other Securities, the public offering price (or the manner of determination thereof if offered on a non-fixed price basis), any terms for subordination to other indebtedness, whether the Debt Securities will be secured by any asset or guaranteed by any other person, the material covenants applicable to the Debt Securities, any listing on a securities exchange, and any other terms specific to the Debt Securities being offered; (iii) in the case of Warrants, the offering price, the designation, the number and the terms of the Common Shares and/or other Securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, the dates and periods of exercise, any listing on a securities exchange, and any other terms specific to the Warrants being offered; (iv) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, the conditions and procedures for the exchange of the Subscription Receipts for Common Shares and/or other Securities, provisions applicable to any escrow of the proceeds from the sale of the Subscription Receipts and for the release of such proceeds from escrow, any securities exchange listing, and any other terms specific to the Subscription Receipts being offered; and (v) in the case of Units, the designation and terms of the Units and of the Securities comprising the Units and any other terms specific to the Units being offered. A Prospectus Supplement may include specific variable terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus. The Securities may be offered separately or together or in any combination, and as separate series.

In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or subsidiary of the Corporation. The consideration of any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

This Prospectus constitutes a public offering of Securities only in those jurisdictions where they may be lawfully offered for sale, and therein only by persons permitted to sell the Securities. The Corporation may offer and sell the Securities to or through underwriters purchasing as principal and may also sell the Securities to one or more purchasers directly, through applicable statutory exemptions, or through agents designated by the Corporation from time to time. The Securities may be sold from time to time in one or more transactions at fixed prices or not at fixed prices, such as market prices prevailing at the time of sale, prices related to such prevailing market prices or prices to be negotiated with purchasers, which prices may vary as between purchasers and during the period of distribution of the Securities. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of such Securities, as well as the method of distribution and the terms of the offering of such Securities, including the initial offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is not a fixed price distribution), the net proceeds to the Corporation and, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents, and any other material terms.

This Prospectus may qualify an "at-the-market distribution". The Securities may be offered and sold pursuant to this Prospectus through underwriters, dealers, directly or through agents designated from time to time at amounts and prices and other terms determined by the Corporation. In connection with any underwritten offering of Securities other than an "at-the-market distribution" (as defined in Regulation 44-102 respecting Shelf Distributions), unless otherwise specified in the relevant Prospectus Supplement, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at levels other than those that might otherwise prevail on the open market. Such transactions, if commenced, may be commenced, interrupted or discontinued at any time. No underwriter or dealer involved in an "at-the-market distribution" under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

Prospective investors are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process.

ii -

The Common Shares are listed and posted for trading on the Toronto Stock Exchange (the "TSX") under the trading symbol "DNG". On January 27, 2025, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was $6.00.

Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities, Warrants, Subscription Receipts and Units will not be listed on any securities exchange. There is currently no market through which Securities other than Common Shares may be sold, and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of the Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation. See "Risk Factors".

Prospective investors should be aware that the purchase of Securities may have tax consequences that may not be fully described in this Prospectus or in any Prospectus Supplement, and should carefully review the tax discussion, if any, in the applicable Prospectus Supplement and in any event consult with a tax adviser.

An investment in the Securities is highly speculative and involves significant risks that should be carefully considered by prospective investors before purchasing such Securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein should be carefully reviewed and considered by prospective investors in connection with an investment in such Securities. See "Cautionary Note Regarding Forward Looking Information" and "Risk Factors".

No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents thereof.

No person is authorized by the Corporation to provide any information or to make any representation other than as contained in this Prospectus in connection with the issue and sale of the Securities offered hereunder. Prospective investors should assume that the information appearing in this Prospectus or any Prospectus Supplement is accurate only as of the date of such document unless otherwise specified. The Corporation's business, financial condition, results of operations and prospects may have changed since such date.

Philippe Chave, Rocio Rodriguez-Perrot and Cyril Gradis, directors of the Corporation, reside outside Canada. They have appointed the Corporation as agent of service of process at 606, Cathcart, suite 640, Montréal, Québec H3B 1K9.

The head office of Dynacor is located at 606, Cathcart, suite 640, Montréal, Québec H3B 1K9. The registered office of Dynacor is located at 606, Cathcart, suite 640, Montréal, Québec H3B 1K9.

iii -

GENERAL MATTERS ... 1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION ... 1
CAUTIONARY NOTE REGARDING NON-IFRS FINANCIAL MEASURES ... 3
ENFORCEABILITY OF CIVIL LIABILITIES ... 3
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS ... 3
CURRENCY PRESENTATION AND FINANCIAL INFORMATION ... 4
DOCUMENTS INCORPORATED BY REFERENCE ... 4
WHERE YOU CAN FIND MORE INFORMATION ... 6
THE CORPORATION ... 6
THE BUSINESS OF THE CORPORATION ... 6
MATERIAL MINERAL PROJECTS ... 6
RECENT DEVELOPMENTS ... 7
CONSOLIDATED CAPITALIZATION ... 7
USE OF PROCEEDS ... 7
DESCRIPTION OF SHARE CAPITAL ... 7
DESCRIPTION OF DEBT SECURITIES ... 8
DESCRIPTION OF WARRANTS ... 12
DESCRIPTION OF SUBSCRIPTION RECEIPTS ... 14
DESCRIPTION OF UNITS ... 17
PLAN OF DISTRIBUTION ... 17
EARNINGS COVERAGE RATIOS ... 18
PRIOR SALES ... 18
TRADING PRICE AND VOLUME ... 18
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 18
RISK FACTORS ... 18
INTEREST OF EXPERTS ... 19
LEGAL MATTERS ... 20
ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS ... 20
AUDITORS, TRANSFER AGENT AND REGISTRAR ... 20
PURCHASERS' STATUTORY RIGHTS ... 20
PURCHASERS' CONTRACTUAL RIGHTS ... 21
CERTIFICATE OF THE CORPORATION ... C-1

GENERAL MATTERS

Unless otherwise noted or the context indicates otherwise, the "Corporation" or "Dynacor" refer to Dynacor Group Inc. and its wholly-owned subsidiaries. The Corporation has not authorized anyone to provide readers with information different from that contained in this Prospectus. The Corporation takes no responsibility for and can provide no assurance as to the reliability of any other information that others may give readers of this Prospectus. The Corporation is not making an offer of Securities in any jurisdiction where the offer is not permitted.

Readers should not assume that the information contained or incorporated by reference in this Prospectus is accurate as of any date other than the date of this Prospectus or the respective dates of the documents incorporated by reference herein, unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this Prospectus, any Prospectus Supplement and the documents incorporated by reference herein and therein are accurate only as of their respective dates. The business, financial condition, results of operations and prospects of the Corporation may have changed since those dates.

This Prospectus shall not be used by anyone for any purpose other than in connection with an offering of Securities as described in one or more Prospectus Supplements. The Corporation does not undertake to update the information contained or incorporated by reference herein, including any Prospectus Supplement, except as required by applicable securities laws. Information contained on, or otherwise accessed through, the website of the Corporation, www.dynacor.com, shall not be deemed to be a part of this Prospectus and such information is not incorporated by reference herein.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated by reference herein contain or incorporate by reference "forward-looking information" with respect to the Corporation. Except for statements of historical fact relating to Dynacor, information contained herein constitutes forward-looking information, including any information related to the offering and Dynacor's strategy, plans or future financial or operating performance. Forward-looking information is characterized by words such as "plan", "expect", "budget", "target", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may", "will", "could" or "should" occur, or by discussions of strategy and includes any guidance and forecasts appearing in this Prospectus, any Prospectus Supplement or in the documents incorporated by reference in this Prospectus (including, but not limited to, production guidance of the Corporation). In order to give such forward-looking information, the Corporation has made certain assumptions about its business, operations, the economy and the mineral exploration industry in general. In this respect, the Corporation has assumed that supplies in ore will remain consistent with management's expectations, equipment works as anticipated, required regulatory approvals are received, no unusual environmental, social or human resources problems occur, no material adverse change in the price of gold occurs and no significant events occur outside of the Corporation's normal course of business. No assurance can be given that the expectations in any forward-looking statement will prove to be correct and, as such, the forward-looking information included in this Prospectus or any Prospectus Supplement should not be unduly relied upon. Forward-looking information include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact.

Forward-looking information is based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those described in, or implied by, the forward-looking information. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking statements in this Prospectus, including, but not limited to, the following material factors:

(a) the speculative nature of the Corporation's operations;

(b) the ability of the Corporation to attract and retain qualified management to grow its business;

(c) metal price volatility;
(d) foreign exchange rate fluctuations;
(e) economic and market conditions;
(f) future financial needs and availability of adequate financing;
(g) application of or changes to laws governing the Corporation or the operators of properties from which the Corporation sources;
(h) the Corporation's ability to make accurate assumptions regarding the ore grade, supply of ore and production capacity;
(i) changes in estimates of mineral reserves and mineral resources by operators of properties from which the Corporation sources;
(j) risks relating to environmental or social factors or incidents which may adversely impact operations at the plan where the Corporation processes ore;
(k) mine operating and ore processing facility problems (including, but not limited to, labour disputes resulting in work stoppages and/or delays);
(l) obtention of all permits, licence and community agreements to commence exploration or mining activities at the Corporation's properties;
(m) publication of inaccurate or unfavourable research by securities analysts or other third parties;
(n) responses of relevant governments to any health epidemic, pandemic and other outbreak of infectious disease and the effectiveness of such response and the potential impact of any health epidemic, pandemic and other outbreak of infectious disease on the Corporation's business, operations and financial condition; and
(o) uncertainty or adverse changes relating to foreign policy matters, turmoil and conflict in certain geopolitical regions, military conflicts and other world events which have the potential to adversely affect the performance of and outlook for the Canadian and global economies.

For a more detailed discussion of these factors and other risks, see "Risk Factors" herein and the section entitled "Risk Factors" contained in the AIF (as defined herein). New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Corporation's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Although Dynacor has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in, or implied by, the forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding Dynacor's expected financial and operational performance and Dynacor's plans and objectives and may not be appropriate for other purposes. Dynacor may rely on information publicly disclosed by other issuers and third parties pertaining to its assets, and therefore, assumes no liability for such third party public disclosure.

All forward-looking information contained in this Prospectus, any Prospectus Supplement and the documents incorporated by reference in this Prospectus is given as of the date hereof or thereof, as the case may be, and is based

upon the opinions and estimates of management and information available to management of the Corporation as at the date hereof or thereof. The Corporation undertakes no obligation to update or revise the forward-looking information contained in this Prospectus, any Prospectus Supplement and the documents incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by applicable laws. Investors should read this entire Prospectus, and each applicable Prospectus Supplement and consult their own professional advisors to ascertain and assess the income tax and legal risks and other aspects of their investment in the Securities.

CAUTIONARY NOTE REGARDING NON-IFRS FINANCIAL MEASURES

Dynacor has included certain performance measures that do not have any standardized meaning prescribed by IFRS including "cash gross operating margin per AuEq onces", "cash-flow per share", "cash cost of sales", "earnings before interest, taxes and depreciation" and "net cash flow from operating activities before change in working capital per share" to supplement its consolidated financial statements, which are incorporated by reference herein and presented in accordance with IFRS.

The Corporation has provided measures prepared according to IFRS Accounting Standards as well as some non-IFRS financial performance measures. Because the non-IFRS performance measures do not have any standardized definition prescribed by IFRS Accounting Standards, they may not be comparable to similar measures presented by other companies. The Corporation provides these non-IFRS financial performance measures as they may be used by some investors to evaluate Dynacor's financial performance. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. These non-IFRS financial performance measures were reconciled to reported IFRS measures, for further information regarding the non-IFRS financial performance measures used by Dynacor, see "Non-IFRS Measures" and "Reconciliation of Non-IFRS Measures" in the Annual MD&A and Interim MD&A (each as defined herein). The Annual MD&A and Interim MD&A are incorporated by reference herein. The Annual MD&A and Interim MD&A are available on the System for Electronic Data Analysis and Retrieval + ("SEDAR+") at www.sedarplus.ca.

ENFORCEABILITY OF CIVIL LIABILITIES

The Corporation is governed by the Business Corporations Act (Québec). Philippe Chave, Rocio Rodriguez-Perrot and Cyril Gradis, directors of the Corporation, reside outside of Canada and have appointed the following agent as their agent for service of process:

Name of Person	Name and Address of Agent
Philippe Chave	Dynacor Group Inc.
Rocio Rodriguez-Perrot	606, Cathcart
Cyril Gradis	Suite 640
	Montréal, Québec H3B 1K9

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

Investors should rely only on information contained in this Prospectus, each applicable Prospectus Supplement or any information incorporated by reference herein and therein. The Corporation has not authorized anyone to provide investors with different or additional information. If anyone provides the reader with different or additional information, the reader should not rely on it. The Corporation is not making an offer to sell the Securities in any jurisdiction where the offer or sale is not permitted. Investors should assume that the information contained in this Prospectus, any Prospectus Supplement or in any document incorporated or deemed to be incorporated by reference in this Prospectus and any Prospectus Supplement(s) is accurate only as of the respective date of the document in

which such information appears. The business, financial condition, results of operations and prospects of the Corporation may have changed since those dates.

CURRENCY PRESENTATION AND FINANCIAL INFORMATION

Unless otherwise indicated, all references to monetary amounts in this Prospectus are denominated in Canadian dollars. The financial statements of the Corporation incorporated herein by reference are reported in U.S. dollars and are prepared in accordance with IFRS. Unless otherwise indicated, all references to "$", "C$" and "dollars" in this Prospectus refer to Canadian dollars. References to "US$" in this Prospectus refer to United States dollars.

The following table sets forth, for each period indicated, the low and high exchange rates for United States dollars expressed in Canadian dollars, the exchange rate at the end of such period and the average of such exchange rates for each day during such period, based on the rate of exchange as reported by the Bank of Canada for the conversion of one United States dollar into Canadian dollars:

	Year Ended December 31,
	2024	2023	2022
	($)	($)	($)
Low	1.3316	1.3128	1.2451
High	1.4416	1.3875	1.3856
Period End	1.4389	1.3226	1.3544
Average	1.3698	1.3497	1.3011

On January 27, 2025, the rate of exchange for one United States dollar, expressed in Canadian dollars, based on the Bank of Canada, was US$1.00 = C$1.4381 (or C$1.00 = US$0.70).

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Vice President and Chief Financial Officer of Dynacor Group Inc., 606, Cathcart, suite 640, Montréal, Québec H3B 1K9 (Telephone: (514) 393-9000 ext. 232), and are also available electronically under the issuer profile of the Corporation at www.sedarplus.ca. The filings of the Corporation through the System for Electronic Data Analysis and Retrieval + ("SEDAR+") are not incorporated by reference in this Prospectus except as specifically set out herein.

The information incorporated by reference is considered part of this Prospectus, and information filed with the securities commission or similar authorities in Canada subsequent to this Prospectus and prior to the termination of a particular offering of Securities referred to in any Prospectus Supplement will be deemed to update and, if applicable, supersede this information. Except as may be set forth in a Prospectus Supplement, the following documents of the Corporation, filed with securities commissions or similar authorities in Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the annual information form of the Corporation for the fiscal year ended December 31, 2023, dated March 26, 2024 (the "AIF");
(b) the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2023 and December 31, 2022, together with the notes thereto (the "Annual Financial Statements") and the report of independent registered public accounting firm thereon, dated March 26, 2024;

(c) the management's discussion and analysis of the Corporation dated March 26, 2024 relating to the Annual Financial Statements (the "Annual MD&A");
(d) the amended unaudited condensed interim consolidated financial statements of the Corporation as at and for the nine months ended September 30, 2024, together with the notes thereto (the "Interim Financial Statements");
(e) the management's discussion and analysis of the Corporation dated November 12, 2024 relating to the Interim Financial Statements (the "Interim MD&A"); and
(f) the management information circular of the Corporation dated May 8, 2024 in connection with the annual meeting of shareholders of the Corporation held on June 18, 2024.

Any document of the type referred to in section 11.1 of Form 44-101F1 Short Form Prospectus filed by the Corporation after the date of this Prospectus and all Prospectus Supplements (only in respect to the offering of Securities to which that particular Prospectus Supplement relates) disclosing additional or updated information including the documents incorporated by reference therein, filed pursuant to the requirements of applicable securities legislation in Canada and during the period that this Prospectus is effective, shall be deemed to be incorporated by reference in, and form an integral part of, this Prospectus.

Upon a new annual information form, new audited annual consolidated financial statements (and accompanying management's discussion and analysis) being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous annual information form, the previous audited annual consolidated financial statements and all interim consolidated financial statements (and in each case the accompanying management's discussion and analysis), and material change reports, filed prior to the commencement of the financial year of the Corporation in which the new annual information form is filed shall be deemed to no longer be incorporated into this Prospectus for purpose of future offers and sales of Securities under this Prospectus. Upon interim consolidated financial statements and the accompanying management's discussion and analysis being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, all interim consolidated financial statements and the accompanying management's discussion and analysis of financial condition and results of operations filed prior to such new interim consolidated financial statements and management's discussion and analysis shall be deemed to no longer be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for an annual meeting of shareholders being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous management information circular filed in respect of the prior annual meeting of shareholders shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

A Prospectus Supplement containing the specific terms of an offering of Securities and other information relating to the Securities will be delivered to prospective purchasers of such Securities, together with this Prospectus, and will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement but only for the purpose of the offering of the Securities covered by that Prospectus Supplement.

In addition, certain marketing materials (as the term is defined in applicable Canadian securities legislation) may be used in connection with a distribution of Securities under this Prospectus and applicable Prospectus Supplement(s). Any "template version" of "marketing materials" (as those terms are defined in applicable Canadian securities legislation) pertaining to a distribution of Securities, and filed by the Corporation after the date of the Prospectus Supplement for the distribution and before the termination of the distribution of such Securities, will be deemed to be incorporated by reference in that Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

Documents referenced in any of the documents incorporated by reference in this Prospectus but not expressly incorporated by reference therein or herein and not otherwise required to be incorporated by reference therein or in this Prospectus are not incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein, in any Prospectus Supplement hereto or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

WHERE YOU CAN FIND MORE INFORMATION

The Corporation's filings are available on SEDAR+, at www.sedarplus.ca. Unless specifically incorporated by reference herein, documents filed or furnished by the Corporation on SEDAR+ are neither incorporated in nor part of this Prospectus.

THE CORPORATION

The Corporation was incorporated on December 15, 2006 under the name "Malaga Mines Inc." pursuant to Part IA of the Companies Act (Québec). The Corporation changed its name to "Dynacor Gold Mines Inc." on April 25, 2007 and to "Dynacor Group Inc." on June 22, 2022. The Corporation is now governed by the Business Corporations Act (Québec). The Corporation is a reporting issuer in the provinces of Alberta, Ontario and Québec, and the Common Shares are listed on the TSX under the symbol "DNG".

The Corporation is currently a reporting issuer in the Provinces of Alberta, Ontario and Québec. Upon the filing of a final prospectus in connection with the offering of the Securities, the Corporation will become a reporting issuer in each of the provinces and territories of Canada.

The Corporation's head and registered office is located at 606, Cathcart, suite 640, Montréal, Québec H3B 1K9.

THE BUSINESS OF THE CORPORATION

Dynacor is a dividend-paying industrial gold ore processor headquartered in Montréal, Canada. The Corporation is engaged in gold production through the processing of ore purchased from the ASM (artisanal and small-scale mining) industry. At present, Dynacor operates in Peru, where its management and processing teams have decades of experience working with ASM miners. It also owns the rights on mining properties which are at the exploration stage, including its exploration gold, copper and silver prospect, the Tumipampa property, in the Apurimac department.

MATERIAL MINERAL PROJECTS

Dynacor considers the Tumipampa property to currently be its only material mineral project for the purposes of Regulation 43-101 respecting Standards of Disclosure for Mineral Projects ("Regulation 43-101").

The exploration program on the property has been defined in 2017 and 2018, based on all the available geological data and geochemical sampling data, reinterpretation of the geophysical data and the recommendations of independent experts (in disseminated gold deposits) who visited the property in the fall of 2017.

In 2019, Dynacor signed a mining and mineral purchase agreement with artisanal miners to begin extraction of materialized material from high-grade veins from the Tumipampa property. The first deliveries occurred in June 2019 and totaled 1,121 tonnes, at an average ore grade of 1.33 oz per tonne. During 2020 and 2021, 455 and 368 tonnes of mineral have been mined and transported at the plant. No mineral has been mined since 2022.

In order to continue exploration works on the property, the Corporation needs an agreement with the local community. As at the date of this Prospectus, the agreement with the community and the exploration permits to allow the beginning the planned drilling program on the disseminated area of the property are still pending. The Corporation has reconduct its exploration budget for 2025, however it is still in negotiation process with a local community to enable the start of the drilling campaign.

As indicated under the heading "Use of Proceeds", the net proceeds to the Corporation from any offering of Securities, the proposed use of those proceeds and the specific business objectives which the Corporation expects to accomplish with such proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities however, the Corporation will not expend such proceeds on the Tumipampa property.

RECENT DEVELOPMENTS

Other than as described below, there have been no material developments in the business of the Corporation since September 30, 2024, the date of the Interim Financial Statements, which have not been disclosed in this Prospectus or the documents incorporated by reference herein.

Corporate Changes

On November 11, 2024, the Corporation announces the appointment of Pierre Béliveau, CPAS as new director, to fill the vacancy created by the retirement of Roger Demers as director of the Corporation.

On November 19, 2024, the Corporation announces the appointment of Daniel Misiano as Chief Operating Officer of the Corporation.

CONSOLIDATED CAPITALIZATION

There have been no other material changes in the Corporation's share and loan capital structure, on a consolidated basis, since the date of the Interim Financial Statements. The applicable Prospectus Supplement will describe any material change in, and the effect of such material change on, the share and loan capitalization of the Corporation since the date of the Corporation's financial statements for its most recently completed financial period included in such Prospectus Supplement, including material change that will result from the issuance of Securities pursuant to such Prospectus Supplement.

USE OF PROCEEDS

The net proceeds to the Corporation from any offering of Securities, the proposed use of those proceeds and the specific business objectives which the Corporation expects to accomplish with such proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities.

There may be circumstances where, on the basis of results obtained or for other sound business reasons, a re-allocation of funds may be necessary or prudent. Accordingly, management of the Corporation will have broad discretion in the application of the proceeds of an offering of Securities. The actual amount that the Corporation spends in connection with each intended use of proceeds may vary significantly from the amounts specified in the applicable Prospectus Supplement and will depend on a number of factors, including those referred to under "Risk Factors" and any other factors set forth in the applicable Prospectus Supplement.

DESCRIPTION OF SHARE CAPITAL

Dynacor's authorized share capital consists of an unlimited number of Common Shares. As of the date of this Prospectus, there were 36,452,015 Common Shares issued and outstanding. In addition, as of the date of this Prospectus, there were 750,125 Common Shares issuable upon exercise of outstanding Options and up to 581,266 Common Shares issuable upon payment of deferred share units.

Common Shares

The holders of Common Shares are entitled to receive notice of any meetings of shareholders of the Corporation, and to attend and to cast one vote per Common Share at all such meetings. Holders of Common Shares are entitled to receive on a pro rata basis such dividends on such Common Shares, if any, as and when declared by the Board at its discretion from funds legally available therefor, and, upon the liquidation, dissolution or winding up of the Corporation, are entitled to receive on a pro rata basis the net assets of the Corporation after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption, retraction, surrender or conversion or exchange rights, nor do they contain any sinking or purchase fund provisions.

DESCRIPTION OF DEBT SECURITIES

In this section describing the Debt Securities, the terms “Corporation” and “Dynacor” refer only to Dynacor Group Inc. without any of its subsidiaries.

The following description of the terms of Debt Securities sets forth certain general terms and provisions of debt securities in respect of which a Prospectus Supplement may be filed. The particular terms and provisions of Debt Securities offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Debt Securities. Prospective investors should rely on information in the applicable Prospectus Supplement if it is different from the following information.

Debt Securities may be offered separately or in combination with one or more other Securities. The Corporation may, from time to time, issue Debt Securities and incur additional indebtedness other than through the issue of Debt Securities pursuant to this Prospectus. The Debt Securities will be issued under one or more indentures (each, a “Trust Indenture”), in each case between the Corporation and a financial institution or trust company organized under the laws of Canada or any province thereof and authorized to carry on business as a trustee (each, a “Trustee”).

The following description sets forth certain general terms and provisions of the Debt Securities and is not intended to be complete. The particular terms and provisions of the Debt Securities and a description of how the general terms and provisions described below may apply to the Debt Securities will be included in the applicable Prospectus Supplement. The following description is subject to the detailed provisions of the applicable Trust Indenture. Accordingly, reference should also be made to the applicable Trust Indenture, a copy of which will be filed by the Corporation with the securities commissions or similar regulatory authorities in applicable Canadian offering jurisdictions, after it has been entered into, and will be available electronically at www.sedarplus.ca.

General

The applicable Trust Indenture will not limit the aggregate principal amount of Debt Securities that may be issued under such Trust Indenture and will not limit the amount of other indebtedness that the Corporation may incur. The applicable Trust Indenture will provide that the Corporation may issue Debt Securities from time to time in one or more series and may be denominated and payable in any currency. Unless otherwise indicated in the applicable prospectus supplement, the Debt Securities will be unsecured obligations of the Corporation.

The Corporation may specify a maximum aggregate principal amount for the Debt Securities of any series and, unless otherwise provided in the applicable Prospectus Supplement, a series of Debt Securities may be reopened for issuance of additional debt securities of such series. The applicable Trust Indenture will also permit the Corporation to increase the principal amount of any series of the Debt Securities previously issued and to issue that increased principal amount.

Any Prospectus Supplement for Debt Securities supplementing this Prospectus will contain the specific terms and other information with respect to the debt securities being offered thereby, including, but not limited to, the following:

the designation, aggregate principal amount and authorized denominations of such Debt Securities;
the interest rate at which the Debt Securities will be issued;
whether payment on the Debt Securities will be senior or subordinated to other liabilities or obligations of the Corporation;
whether the payment of the Debt Securities will be guaranteed by any other person;

the date or dates, or the methods by which such dates will be determined or extended, on which the Corporation may issue the Debt Securities and the date or dates, or the methods by which such dates will be determined or extended, on which the Corporation will pay the principal and any premium on the Debt Securities and the portion (if less than the principal amount) of Debt Securities to be payable upon a declaration of acceleration of maturity;
whether the Debt Securities will bear interest, the interest rate (whether fixed or variable) or the method of determining the interest rate, the date from which interest will accrue, the dates on which the Corporation will pay interest and the record dates for interest payments, or the methods by which such dates will be determined or extended;
the place or places the Corporation will pay principal, premium, if any, and interest, if any, and the place or places where Debt Securities can be presented for registration of transfer or exchange;
whether and under what circumstances the Corporation will be required to pay any additional amounts for withholding or deduction for Canadian taxes with respect to the Debt Securities, and whether and on what terms the Corporation will have the option to redeem the Debt Securities rather than pay the additional amounts;
whether the Corporation will be obligated to redeem or repurchase the Debt Securities pursuant to any sinking or purchase fund or other provisions, or at the option of a holder, and the terms and conditions of such redemption;
whether the Corporation may redeem the Debt Securities at its option and the terms and conditions of any such redemption;
the denominations in which the Corporation will issue any registered and unregistered Debt Securities;
the currency or currency units for which Debt Securities may be purchased and the currency or currency units in which the principal and any interest is payable (in either case, if other than Canadian dollars) or if payments on the Debt Securities will be made by delivery of Common Shares or other property;
whether payments on the Debt Securities will be payable with reference to any index or formula;
if applicable, the ability of the Corporation to satisfy all or a portion of any redemption of the Debt Securities, the date or dates, or the methods by which such dates will be determined or extended, on which the Corporation may issue the Debt Securities and the date or dates, or the methods by which such dates will be determined or extended, on which the Corporation will pay the principal and any premium on the Debt Securities and the portion (if less than the principal amount) of debt securities to be payable upon a declaration of acceleration of maturity;
whether the Debt Securities will be issued as Global Securities (as defined below) and, if so, the identity of the depositary for the Global Securities;
whether the Debt Securities will be issued as unregistered securities (with or without coupons), registered securities or both;
the periods within which and the terms and conditions, if any, upon which the Corporation may redeem the Debt Securities prior to maturity and the price or prices of which, and the currency or currency units in which, the Debt Securities are payable;
any events of default or covenants applicable to the Debt Securities;
any terms under which Debt Securities may be defeated, whether at or prior to maturity;
whether the holders of any series of Debt Securities have special rights if specified events occur;
any mandatory or optional redemption or sinking fund or analogous provisions;
the terms, if any, for any conversion or exchange of the Debt Securities for any other securities;
rights, if any, on a change of control;
provisions as to modification, amendment or variation of any rights or terms attaching to the Debt Securities;
the Trustee under the Trust Indenture pursuant to which the Debt Securities are to be issued;
whether the Corporation will undertake to list the Debt Securities of the series on any securities exchange or automated interdealer quotation system; and
any other terms, conditions, rights and preferences (or limitations on such rights and preferences) including covenants and events of default which apply solely to a particular series of the Debt Securities being offered which do not apply generally to other Debt Securities, or any covenants or events of default generally applicable to the Debt Securities which do not apply to a particular series of the Debt Securities.

The Corporation reserves the right to include in a Prospectus Supplement specific terms pertaining to the Debt Securities which are not within the options and parameters set forth in this Prospectus. In addition, to the extent that

any particular terms of the Debt Securities described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Debt Securities.

Unless stated otherwise in the applicable Prospectus Supplement, no holder of Debt Securities will have the right to require the Corporation to repurchase the Debt Securities and there will be no increase in the interest rate if the Corporation becomes involved in a highly leveraged transaction or has a change of control.

The Corporation may issue Debt Securities bearing no interest or interest at a rate below the prevailing market rate at the time of issuance, and offer and sell these securities at a discount below their stated principal amount. The Corporation may also sell any of the Debt Securities for a foreign currency or currency unit, and payments on the Debt Securities may be payable in a foreign currency or currency unit. In any of these cases, the Corporation will describe certain Canadian federal income tax consequences and other special considerations in the applicable Prospectus Supplement.

Unless otherwise indicated in the applicable Prospectus Supplement, the Corporation may issue Debt Securities with terms different from those of Debt Securities previously issued and, without the consent of the holders thereof, reopen a previous issue of a series of Debt Securities and issue additional Debt Securities of such series.

Ranking and Other Indebtedness

Unless otherwise indicated in an applicable Prospectus Supplement, the Debt Securities will be direct unsecured obligations of the Corporation. The Debt Securities will be senior or subordinated indebtedness of the Corporation as described in the applicable Prospectus Supplement. If the debt securities are senior indebtedness, they will rank equally and ratably with all other unsecured indebtedness of the Corporation from time to time issued and outstanding which is not subordinated. If the Debt Securities are subordinated indebtedness, they will be subordinated to senior indebtedness of the Corporation as described in the applicable Prospectus Supplement, and they will rank equally and ratably with other subordinated indebtedness of the Corporation from time to time issued and outstanding as described in the applicable Prospectus Supplement. The Corporation reserves the right to specify in a Prospectus Supplement whether a particular series of subordinated Debt Securities is subordinated to any other series of subordinated Debt Securities.

The Board may establish the extent and manner, if any, to which payment on or in respect of a series of Debt Securities will be senior or will be subordinated to the prior payment of the Corporation's other liabilities and obligations and whether the payment of principal, premium, if any, and interest, if any, will be guaranteed by any other person and the nature and priority of any security.

Registration of Debt Securities

Debt Securities in Book Entry Form

Unless otherwise indicated in an applicable Prospectus Supplement, Debt Securities of any series may be issued in whole or in part in the form of one or more global securities ("Global Securities") registered in the name of a designated clearing agency (a "Depository") or its nominee and held by or on behalf of the Depository in accordance with the terms of the applicable Trust Indenture. The specific terms of the depositary arrangement with respect to any portion of a series of Debt Securities to be represented by a Global Security will, to the extent not described herein, be described in the Prospectus Supplement relating to such series. The Corporation anticipates that the provisions described in this section will apply to all depositary arrangements.

Upon the issuance of a Global Security, the Depositary or its nominee will credit, in its book-entry and registration system, the respective principal amounts of the Debt Securities represented by the Global Security to the accounts of such participants that have accounts with the Depositary or its nominee ("Participants"). Such accounts are typically designated by the underwriters, dealers or agents participating in the distribution of the Debt Securities or by the Corporation if such Debt Securities are offered and sold directly by the Corporation. Ownership of beneficial interests in a Global Security will be limited to Participants or persons that may hold beneficial interests through Participants. With respect to the interests of Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by the Depositary or its nominee. With respect to the interests of persons other than Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by Participants or persons that hold through Participants.

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So long as the Depositary for a Global Security, or its nominee, is the registered owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities represented by such Global Security for all purposes under the applicable Trust Indenture and payments of principal, premium, if any, and interest, if any, on the Debt Securities represented by a Global Security will be made by the Corporation to the Depositary or its nominee. The Corporation expects that the Depositary or its nominee, upon receipt of any payment of principal, premium, if any, or interest, if any, will credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Security as shown on the records of such Depositary or its nominee. The Corporation also expects that payments by Participants to owners of beneficial interests in a Global Security held through such Participants will be governed by standing instructions and customary practices and will be the responsibility of such Participants.

Conveyance of notices and other communications by the Depositary to direct Participants, by direct Participants to indirect Participants and by direct and indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of Debt Securities may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Debt Securities, such as redemptions, tenders, defaults and proposed amendments to the Trust Indenture.

Owners of beneficial interests in a Global Security will not be entitled to have the Debt Securities represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of such Debt Securities in certificated non-book-entry form, and will not be considered the owners or holders thereof under the applicable Trust Indenture, and the ability of a holder to pledge a Debt Security or otherwise take action with respect to such holder's interest in a Debt Security (other than through a Participant) may be limited due to the lack of a physical certificate.

No Global Security may be exchanged in whole or in part for Debt Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any person other than the Depositary for such Global Security or any nominee of such Depositary unless: (i) the Depositary is no longer willing or able to discharge properly its responsibilities as depositary and the Corporation is unable to locate a qualified successor; (ii) the Corporation at its option elects, or is required by law, to terminate the book-entry system through the Depositary or the book-entry system ceases to exist; or (iii) if provided for in the Trust Indenture, after the occurrence of an event of default thereunder (provided the Trustee has not waived the event of default in accordance with the terms of the Trust Indenture), Participants acting on behalf of beneficial holders representing, in aggregate, a threshold percentage of the aggregate principal amount of the Debt Securities then outstanding advise the Depositary in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest.

If one of the foregoing events occurs, such Global Security shall be exchanged for certificated non-book-entry Debt Securities of the same series in an aggregate principal amount equal to the principal amount of such Global Security and registered in such names and denominations as the Depositary may direct.

The Corporation, any underwriters, dealers or agents and any Trustee identified in an accompanying Prospectus Supplement, as applicable, will not have any liability or responsibility for (i) records maintained by the Depositary relating to beneficial ownership interests in the Debt Securities held by the Depositary or the book-entry accounts maintained by the Depositary, (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership interests, or (iii) any advice or representation made by or with respect to the Depositary and contained in this Prospectus or in any Prospectus Supplement or Trust Indenture with respect to the rules and regulations of the Depositary or at the direction of Depositary Participants.

Unless otherwise stated in the applicable Prospectus Supplement, CDS Clearing and Depository Services Inc. or its successor will act as Depositary for any Debt Securities represented by a Global Security.

Debt Securities in Certificated Form

A series of the Debt Securities may be issued in definitive form, solely as registered securities, solely as unregistered securities or as both registered securities and unregistered securities. Unless otherwise indicated in the applicable prospectus supplement, unregistered securities will have interest coupons attached.

In the event that the Debt Securities are issued in certificated non-book-entry form, and unless otherwise indicated in the applicable Prospectus Supplement, payment of principal, premium, if any, and interest, if any, on the Debt Securities (other than a Global Security) will be made at the office or agency of the Trustee or, at the option of the

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Corporation, by the Corporation by way of cheque mailed or delivered to the address of the person entitled at the address appearing in the security register of the Trustee or electronic funds wire or other transmission to an account of the person entitled to receive such payments. Unless otherwise indicated in the applicable Prospectus Supplement, payment of interest, if any, will be made to the persons in whose name the Debt Securities are registered at the close of business on the day or days specified by the Corporation.

At the option of the holder of Debt Securities, registered securities of any series will be exchangeable for other registered securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor. If, but only if, provided in an applicable Prospectus Supplement, unregistered securities (with all unmatured coupons, except as provided below, and all matured coupons in default) of any series may be exchanged for registered securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. In such event, unregistered securities surrendered in a permitted exchange for registered securities between a regular record date or a special record date and the relevant date for payment of interest shall be surrendered without the coupon relating to such date for payment of interest, and interest will not be payable on such date for payment of interest in respect of the registered security issued in exchange for such unregistered security, but will be payable only to the holder of such coupon when due in accordance with the terms of the Trust Indenture. Unless otherwise specified in an applicable Prospectus Supplement, unregistered securities will not be issued in exchange for registered securities.

The applicable Prospectus Supplement may indicate the places to register a transfer of the Debt Securities in definitive form. Except for certain restrictions to be set forth in the Trust Indenture, no service charge will be payable by the holder for any registration of transfer or exchange of the Debt Securities in definitive form, but the Corporation may, in certain instances, require a sum sufficient to cover any tax or other governmental charges payable in connection with these transactions.

DESCRIPTION OF WARRANTS

General

This section describes the general terms that will apply to any Warrants for the purchase of Common Shares (the "Equity Warrants"), or for the purchase of Debt Securities ("Debt Warrants").

The Corporation may issue Warrants independently or together with other Securities, and Warrants sold with other Securities may be attached to or separate from the other securities. Warrants will be issued under one or more warrant indentures to be entered into by Dynacor and one or more banks or trust companies acting as warrant agent.

The Corporation will deliver an undertaking to the securities regulatory authority in each of the provinces and territories of Canada that it will not distribute Warrants that, according to their terms as described in the applicable Prospectus Supplement, are "novel" specified derivatives within the meaning of Canadian securities legislation, separately to any member of the public in Canada, unless the offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless such Prospectus Supplement containing the specific terms of the Warrants to be distributed separately is first approved by or on behalf of the securities commissions or similar regulatory authorities in each of the provinces of Canada where the Warrants will be distributed.

This summary of some of the provisions of the Warrants is not complete. The statements made in this Prospectus relating to any warrant indentures and Warrants to be issued under this Prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable warrant indenture. You should refer to the warrant indenture relating to the specific Warrants being offered for the complete terms of the Warrants. A copy of any warrant indenture relating to an offering or Warrants will be filed by the Corporation with the securities regulatory authorities in the applicable Canadian offering jurisdictions after the Corporation has entered into it, and will be available electronically on SEDAR+ at www.sedarplus.ca.

The applicable Prospectus Supplement relating to any warrants that the Corporation offers will describe the particular terms of those Warrants and include specific terms relating to the offering.

Original purchasers of Warrants (if offered separately) will have a contractual right of rescission against the Corporation in respect of the exercise of such Warrant, see "Purchasers' Contractual Rights".

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Equity Warrants

The particular terms of each issue of Equity Warrants will be described in the applicable prospectus supplement. This description will include, where applicable:

(i) the designation and aggregate number of Equity Warrants;

(ii) the price at which the Equity Warrants will be offered;

(iii) the currency or currencies in which the Equity Warrants will be offered;

(iv) the date on which the right to exercise the Equity Warrants will commence and the date on which the right will expire;

(v) the number of Common Shares that may be purchased upon exercise of each Equity Warrant and the price at which and currency or currencies in which the Common Shares may be purchased upon exercise of each Equity Warrant;

(vi) the terms of any provisions allowing or providing for adjustments in (a) the number and/or class of shares that may be purchased, (b) the exercise price per share or (c) the expiry of the Equity Warrants;

(vii) whether the Corporation will issue fractional shares;

(viii) whether the Corporation has applied to list the Equity Warrants or the underlying shares on a stock exchange;

(ix) the designation and terms of any securities with which the Equity Warrants will be offered, if any, and the number of the Equity Warrants that will be offered with each security;

(x) the date or dates, if any, on or after which the Equity Warrants and the related securities will be transferable separately;

(xi) whether the Equity Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;

(xii) material Canadian federal income tax consequences of owning the Equity Warrants;

(xiii) any terms, procedures and limitations relating to the transferability, exchange or exercise of the Equity Warrants; and

(xiv) any other material terms or conditions of the Equity Warrants.

Debt Warrants

The particular terms of each issue of Debt Warrants will be described in the related prospectus supplement. This description will include, where applicable:

(i) the designation and aggregate number of Debt Warrants;

(ii) the price at which the Debt Warrants will be offered;

(iii) the currency or currencies in which the Debt Warrants will be offered;

(iv) the designation and terms of any securities with which the Debt Warrants are being offered, if any, and the number of the Debt Warrants that will be offered with each security;

(v) the date or dates, if any, on or after which the Debt Warrants and the related securities will be transferable separately;

(vi) the principal amount and designation of Debt Securities that may be purchased upon exercise of each Debt Warrant and the price at which and currency or currencies in which that principal amount of Debt Securities may be purchased upon exercise of each Debt Warrant;

(vii) the date on which the right to exercise the Debt Warrants will commence and the date on which the right will expire;

(viii) the minimum or maximum amount of Debt Warrants that may be exercised at any one time;

(ix) whether the Debt Warrants will be subject to redemption or call, and, if so, the terms of such redemption or call provisions;

(x) material Canadian federal income tax consequences of owning the Debt Warrants;

(xi) whether the Corporation has applied to list the Debt Warrants or the underlying debt securities on an exchange;

(xii) any terms, procedures and limitations relating to the transferability, exchange or exercise of the Debt Warrants; and

(xiii) any other material terms or conditions of the Debt Warrants.

Prior to the exercise of their Warrants, holders of warrants will not have any of the rights of holders of the securities subject to the Warrants.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

Dynacor may issue Subscription Receipts separately or in combination with one or more other Securities, which will entitle holders thereof to receive, upon satisfaction of certain release conditions (the “Release Conditions”) and for no additional consideration, Common Shares, Warrants, Debt Securities or any combination thereof. Subscription receipts will be issued pursuant to one or more subscription receipt agreements (each, a “Subscription Receipt Agreement”), the material terms of which will be described in the applicable Prospectus Supplement, each to be entered into between the Corporation and an escrow agent (the “Escrow Agent”) that will be named in the relevant Prospectus Supplement. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as a trustee. If underwriters or agents are used in the sale of any Subscription Receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the Subscription Receipts sold to or through such underwriter or agent.

The following description sets forth certain general terms and provisions of Subscription Receipts that may be issued hereunder and is not intended to be complete. The statements made in this Prospectus relating to any Subscription Receipt Agreement and Subscription Receipts to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription Receipt Agreement. Prospective investors should refer to the Subscription Receipt Agreement relating to the specific Subscription Receipts being offered for the complete terms of the Subscription Receipts. Dynacor will file a copy of any Subscription Receipt Agreement relating to an offering of Subscription Receipts with the applicable securities regulatory authorities in Canada after it has been entered into it.

General

The Prospectus Supplement and the Subscription Receipt Agreement for any Subscription Receipts that the Corporation may offer will describe the specific terms of the Subscription Receipts offered. This description may include, but may not be limited to, any of the following, if applicable:

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(i) the designation and aggregate number of Subscription Receipts being offered;

(ii) the price at which the Subscription Receipts will be offered;

(iii) the designation, number and terms of the Common Shares, Warrants and/or Debt Securities to be received by the holders of Subscription Receipts upon satisfaction of the Release Conditions, and any procedures that will result in the adjustment of those numbers;

(iv) the Release Conditions that must be met in order for holders of Subscription Receipts to receive, for no additional consideration, the Common Shares, Warrants and/or Debt Securities;

(v) the procedures for the issuance and delivery of the Common Shares, Warrants and/or Debt Securities to holders of Subscription Receipts upon satisfaction of the Release Conditions;

(vi) whether any payments will be made to holders of Subscription Receipts upon delivery of the Common Shares, Warrants and/or Debt Securities upon satisfaction of the Release Conditions;

(vii) the identity of the Escrow Agent;

(viii) the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of Subscription Receipts, together with interest and income earned thereon (collectively, the "Escrowed Funds"), pending satisfaction of the Release Conditions;

(ix) the terms and conditions pursuant to which the Escrow Agent will hold the Common Shares, Warrants and/or Debt Securities pending satisfaction of the Release Conditions;

(x) the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to the Corporation upon satisfaction of the Release Conditions;

(xi) if the Subscription Receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commissions in connection with the sale of the Subscription Receipts;

(xii) procedures for the refund by the Escrow Agent to holders of Subscription Receipts of all or a portion of the subscription price of their Subscription Receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied;

(xiii) any contractual right of rescission to be granted to initial purchasers of Subscription Receipts in the event that this Prospectus, the Prospectus Supplement under which such Subscription Receipts are issued or any amendment hereto or thereto contains a misrepresentation;

(xiv) any entitlement of Dynacor to purchase the Subscription Receipts in the open market by private agreement or otherwise;

(xv) whether the Corporation will issue the Subscription Receipts as Global Securities and, if so, the identity of the depository for the Global Securities;

(xvi) whether the Corporation will issue the Subscription Receipts as unregistered bearer securities, as registered securities or both;

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(xvii) provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms of the Subscription Receipts, including upon any subdivision, consolidation, reclassification or other material change of the Common Shares, Warrants or other securities of the Corporation, any other reorganization, amalgamation, merger or sale of all or substantially all of the Corporation’s assets or any distribution of property or rights to all or substantially all of the holders of Common Shares;

(xviii) whether Dynacor will apply to list the Subscription Receipts on any exchange;

(xix) material Canadian federal income tax consequences of owning the Subscription Receipts; and

(xx) any other material terms or conditions of the Subscription Receipts.

Original purchasers of Subscription Receipts will have a contractual right of rescission against the Corporation in respect of the conversion of the Subscription Receipts, see “Purchasers’ Contractual Rights”.

Rights of Holders of Subscription Receipts Prior to Satisfaction of Release Conditions

The holders of Subscription Receipts will not be, and will not have the rights of, shareholders of Dynacor. Holders of Subscription Receipts are entitled only to receive Common Shares, Warrants and/or Debt Securities on exchange of their Subscription Receipts, plus any cash payments, if any, all as provided for under the Subscription Receipt Agreement and only once the Release Conditions have been satisfied. If the Release Conditions are not satisfied, holders of Subscription Receipts shall be entitled to a refund of all or a portion of the subscription price therefor and their pro rata share of interest earned or income generated thereon, if provided for in the Subscription Receipt Agreement, all as provided in the Subscription Receipt Agreement.

Escrow

The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to the Corporation (and, if the Subscription Receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the Subscription Receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of Subscription Receipts will receive a refund of all or a portion of the subscription price for their Subscription Receipts, plus their pro-rata entitlement to interest earned or income generated on such amount, if provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement. Common Shares, Warrants and or Debt Securities may be held in escrow by the Escrow Agent and will be released to the holders of Subscription Receipts following satisfaction of the Release Conditions at the time and under the terms specified in the Subscription Receipt Agreement.

Modifications

The Subscription Receipt Agreement will specify the terms upon which modifications and alterations to the Subscription Receipts issued thereunder may be made by way of a resolution of holders of Subscription Receipts at a meeting of such holders or consent in writing from such holders. The number of holders of Subscription Receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement.

The Subscription Receipt Agreement will also specify that Dynacor may amend any Subscription Receipt Agreement and the Subscription Receipts without the consent of the holders of the Subscription Receipts to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not materially

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and adversely affect the interests of the holders of outstanding subscription receipts or as otherwise specified in the Subscription Receipt Agreement.

DESCRIPTION OF UNITS

Dynacor may issue Units, which may consist of one or more of Common Shares, Warrants or any other security specified in the relevant prospectus supplement. Each Unit will be issued so that the holder of the Unit is also the holder of each of the securities included in the Unit. In addition, the relevant Prospectus Supplement relating to an offering of Units will describe all material terms of any Units offered, including, as applicable:

(i) the designation and aggregate number of Units being offered;

(ii) the price at which the Units will be offered;

(iii) the designation, number and terms of the securities comprising the units and any agreement governing the Units;

(iv) the date or dates, if any, on or after which the securities comprising the Units will be transferable separately;

(v) whether the Corporation will apply to list the Units or any of the individual securities comprising the Units on any exchange;

(vi) material Canadian income tax consequences of owning the Units, including, how the purchase price paid for the Units will be allocated among the securities comprising the Units; and

(vii) any other material terms or conditions of the Units.

PLAN OF DISTRIBUTION

The plan of distribution with respect to an offering of Securities under this Prospectus will be described in the Prospectus Supplement for the applicable distribution of Securities.

The Corporation may sell Securities offered by this Prospectus for cash or other consideration (i) to or through underwriters, dealers, placement agents or other intermediaries, (ii) directly to one or more purchasers or (iii) in connection with acquisitions of assets or shares or another entity or company. The consideration for an acquisition of assets or shares of another entity or company may consist of any of the Securities covered hereby separately, a combination of such Securities, or any combination of, among other things, securities, cash or the assumption of liabilities.

Each Prospectus Supplement with respect to the Securities being offered will set forth the terms of the offering, including:

(i) the name or names of any underwriters, dealers or other placement agents;

(ii) the number and the purchase price of, and form of consideration for, the Securities;

(iii) any proceeds to the Corporation from such sale; and

(iv) any commissions, fees, discounts and other items constituting underwriters', dealers' or agents' compensation.

The Corporation's Securities may be sold, from time to time, in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market price or at negotiated prices, including sales in transactions that are deemed to be at-the-market distributions, including sales made directly on the TSX or other existing trading markets for the securities. The prices at which the securities

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may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such prospectus supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Corporation.

Only underwriters named in the Prospectus Supplement are deemed to be underwriters in connection with Dynacor’s Securities offered by that prospectus supplement.

Under agreements which may be entered into by the Corporation, underwriters, dealers and agents who participate in the distribution of the Securities may be entitled to indemnification by the Corporation against certain liabilities, including liabilities under applicable Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers and agents with whom Dynacor enter into agreements may be customers of, engage in transactions with, or perform services for, the Corporation in the ordinary course of business.

No underwriter or dealer involved in an at-the-market distribution, no affiliate of such underwriter or dealer and no person acting jointly or in concert with such underwriter or dealer has over-allotted, or will over allot, the Securities in connection with an at-the-market distribution of the Securities or effect any other transactions that are intended to stabilize the market price of the Securities during an at-the-market distribution. In connection with any offering of the Securities other than in an at-the-market distribution, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

EARNINGS COVERAGE RATIOS

The applicable Prospectus Supplement will provide, as required, the earnings coverage ratios with respect to issuance of Debt Securities pursuant to such Prospectus Supplement.

PRIOR SALES

Prior sales of Securities will be provided, as required, in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

Trading price and volume of Securities will be provided, as required, in each Prospectus Supplement to this Prospectus.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax considerations generally applicable to investors described therein of purchasing, holding and disposing of the applicable Securities, including, in the case of an investor who is not a resident of Canada, Canadian non-resident withholding tax considerations.

RISK FACTORS

Before making an investment decision, prospective purchasers of Securities should carefully consider the information described in this Prospectus and the documents incorporated by reference herein, including the applicable Prospectus Supplement. Additional risk factors relating to a specific offering of Securities will be described in the applicable Prospectus Supplement. Some of the risk factors described in the documents incorporated by reference herein and/or the applicable Prospectus Supplement are interrelated and, consequently, investors should treat such risk factors as a whole. If any event arising from these risks occurs, the Corporation's business, prospects, financial condition, results of operations or cash flows, or your investment in the Securities could be materially adversely affected. Additional risks and uncertainties of which the Corporation currently is unaware or that are unknown or that it currently deems

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to be immaterial could have a material adverse effect on the Corporation's business, financial condition and results of operation. The Corporation can provide no assurance that it will successfully address any or all of these risks.

No Existing Trading Market (Other than for Common Shares)

There is no market through which the Debt Securities, Warrants, Subscription Receipts or Units may be sold and purchasers may not be able to resell such securities purchased under this Prospectus and any Prospectus Supplement. There can be no assurance that an active trading market will develop for the Debt Securities, Warrants, Subscription Receipts or Units after an offering or, if developed, that such market will be sustained. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation. The public offering prices of the Securities may be determined by negotiation between the Corporation and the underwriters or dealers based on several factors and may bear no relationship to the prices at which the Securities will trade in the public market subsequent to such offering. See “Plan of Distribution”.

Foreign Currencies Risk

Debt Securities denominated or payable in foreign currencies may entail significant risk. These risks include, without limitation, the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential liquidity in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectus supplement.

Interest Rate Risk

Prevailing interest rates will affect the market price or value of the Securities. The market price or value of the Securities may decline as prevailing interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.

Tax Matters

The Corporation is subject to income taxes and other taxes in foreign jurisdictions. The Corporation's tax structure is subject to review by foreign taxation authorities and affected by a number of factors, some of which are outside of its controls, including different interpretations and constant changes and revisions in the ordinary course. The Corporation's interpretation and the interpretation of its tax advisors or tax experts, applied in accordance to the law to the Corporation's transactions and activities, may not coincide with the interpretation of the tax authorities. As a result, transactions have been and may, in the future, be challenged by the tax authorities and could result in significant taxes, penalties and interest. As such, the Corporation subsidiary received notices of assessment from the Peruvian tax authorities, in Peruvian Sol, for each of the fiscal years 2015, 2016 and 2017 in the aggregate amount equivalent to US$15.9 million including US$12.0 million in penalties and interests. Additional penalties and interests since the notices of assessment are estimated at US$1.7 million. The main item of the assessment relates to the ore purchased from certain suppliers, qualified as non-genuine transactions by the local tax authorities and therefore considered by the authorities as non-deductible expenses. The Corporation strongly believe that ore purchases are genuine and fully supported deductible transactions. Therefore, the Corporation contested these claims. The Corporation recorded a tax provision related to uncertain tax position for items other than ore purchases, in the amount of US$0.7 million (including US$0.6 million in penalties and interest). Although the Corporation considers that the judgments and estimates made are reasonable, actual results could differ and resulting adjustments could materially affect the Corporation's results.

INTEREST OF EXPERTS

The disclosure relating to the Tumipampa property contained in this Prospectus (including the documents incorporated by reference) is based on the Corporation's geological report entitled "NI 43-101 Technical Evaluation Report on the Tumipampa Property, province of Abancay, Apurimac Department, Peru" dated October 28, 2016 and co-authored by Alain-Jean Beauregard, P.Geol. and Daniel Gaudreault, P. Eng., who are "qualified persons" within the meaning of Regulation 43-101.

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To the knowledge of the Corporation, as of the date hereof, each of the experts referred above holds less than 1.0% of any class of outstanding securities of the Corporation or any associate or affiliate of the Corporation.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to an offering of Securities, certain legal matters relating to the distribution of the Securities pursuant to this Prospectus will be passed upon on behalf of the Corporation by Lavery, de Billy, L.L.P. in relation to Canadian law. The partners and associates of Lavery, de Billy, L.L.P., as a group, beneficially own, directly or indirectly, less than 1.0% of any class of outstanding securities of the Corporation.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

AUDITORS, TRANSFER AGENT AND REGISTRAR

The independent registered public accounting firm of the Corporation is Raymond Chabot Grant Thornton LLP, a partnership of Chartered Professional Accountants, located at Suite 2000, 600 De La Gauchetière Street West, Montréal, Québec, Canada H3B 4L8. Raymond Chabot Grant Thornton LLP has confirmed that it is independent of the Corporation within the meaning of the code of ethics of chartered professional accountants (Québec).

The transfer agent and registrar for the Common Shares is TSX Trust Company, which is located at 2001 Robert-Bourassa, Suite 1600, Montréal, Québec, Canada H3A 2A6, where transfers of the Common Shares may be recorded.

PURCHASERS' STATUTORY RIGHTS

Securities legislation in some provinces and territories of Canada provides purchasers of securities with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser are not sent or delivered to the purchaser. However, purchasers of securities distributed under an at-the-market distribution by the Corporation do not have the right to withdraw from an agreement to purchase securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the prospectus, prospectus supplement, and any amendment relating to the securities purchased by such purchaser because the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of Regulation 44-102.

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of the securities distributed under an at-the-market distribution by the Corporation may have against the Corporation or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above.

In an offering of Debt Securities, Subscription Receipts, Warrants and Units that are convertible, exchangeable or exercisable for other securities of the Corporation, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in this Prospectus, the relevant Prospectus Supplement or an amendment thereto is limited, in certain provincial and territorial securities legislation, to the price at which the Debt Securities, Subscription Receipts, Warrants and Units that are convertible, exchangeable or exercisable for other securities of the Corporation are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon conversion, exchange or exercise of the

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Security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories.

A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser.

PURCHASERS' CONTRACTUAL RIGHTS

Original purchasers of Debt Securities, Subscription Receipts and Warrants (including any of the foregoing contained in any Units), which are convertible into other securities of the Corporation will have a contractual right of rescission against the Corporation in respect of the conversion, exchange or exercise of such Debt Securities, Subscription Receipts and Warrants. The contractual right of rescission will be further described in any applicable Prospectus Supplement, but will, in general, entitle such original purchasers to receive the amount paid upon conversion, exchange or exercise, upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus and the applicable Prospectus Supplement; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus and the applicable Prospectus Supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (Ontario) or otherwise at law.

Original purchasers are further cautioned that, in certain provinces or territories, the statutory right of action for damages in connection with a prospectus misrepresentation is limited to the amount paid for the convertible, exchangeable or exercisable security that was purchased under a prospectus, and therefore a further payment at the time of conversion, exchange or exercise may not be recoverable in a statutory action for damages.

A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser.

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C-1

CERTIFICATE OF THE CORPORATION

Dated: January 28, 2025

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces and territories of Canada.

(signed) "Jean Martineau"	(signed) "Léonard Teoli"
President and Chief Executive Officer	Vice President, Finance and Chief Financial Officer

On behalf of the Board of Directors

(signed) "Pierre Lépine"	(signed) "Pierre Béliveau"
Chair of the Board of Directors	Director

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Dynacor Group Inc. — Capital/Financing Update 2025

46127_rns_2025-01-28_ad7f9b1b-25fb-4c5a-b604-1cd07e42bb8c.PDF

SHORT FORM BASE SHELF PROSPECTUS

Dynacor

DYNACOR GROUP INC.

TABLE OF CONTENTS

GENERAL MATTERS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

CAUTIONARY NOTE REGARDING NON-IFRS FINANCIAL MEASURES

ENFORCEABILITY OF CIVIL LIABILITIES

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

CURRENCY PRESENTATION AND FINANCIAL INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

WHERE YOU CAN FIND MORE INFORMATION

THE CORPORATION

THE BUSINESS OF THE CORPORATION

MATERIAL MINERAL PROJECTS

RECENT DEVELOPMENTS

Corporate Changes

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

DESCRIPTION OF SHARE CAPITAL

Common Shares

DESCRIPTION OF DEBT SECURITIES

General

Ranking and Other Indebtedness

Registration of Debt Securities

Debt Securities in Book Entry Form

Debt Securities in Certificated Form

DESCRIPTION OF WARRANTS

General

Equity Warrants

Debt Warrants

DESCRIPTION OF SUBSCRIPTION RECEIPTS

General

Rights of Holders of Subscription Receipts Prior to Satisfaction of Release Conditions

Escrow

Modifications

DESCRIPTION OF UNITS

PLAN OF DISTRIBUTION

EARNINGS COVERAGE RATIOS

PRIOR SALES

TRADING PRICE AND VOLUME

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

RISK FACTORS

No Existing Trading Market (Other than for Common Shares)

Foreign Currencies Risk

Interest Rate Risk

Tax Matters

INTEREST OF EXPERTS

LEGAL MATTERS

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

AUDITORS, TRANSFER AGENT AND REGISTRAR

PURCHASERS' STATUTORY RIGHTS

PURCHASERS' CONTRACTUAL RIGHTS

CERTIFICATE OF THE CORPORATION

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Dynacor Group Inc. Capital/Financing Update 2025