Dynacor

DYNACOR GROUP INC.

Notice of Annual Meeting of Shareholders and Management Proxy Circular

To be held on Friday, June 19, 2026 at 10:00 a.m. (Eastern Time), via live webcast at https://meetings.lumiconnect.com/400-469-695-838

Shareholders may exercise their rights by attending the virtual Meeting or by completing a form of proxy or voting instruction form.

YOUR VOTE IS IMPORTANT. VOTE YOUR SHARES TODAY.

May 19, 2026

These materials are important and require your immediate attention. If you have questions or require assistance with voting your shares, you may contact:

Ruth Hanna, Director, IR
Telephone number: +1 514-393-9000 #236
Email: [email protected]

LDB:31140995v1

Dynacor

DYNACOR GROUP INC.

Notice of Annual Meeting of Shareholders

NOTICE IS HEREBY GIVEN THAT the annual meeting of the shareholders (the "Shareholders") of Dynacor Group Inc. (the "Corporation") will be held via live webcast at https://meetings.lumiconnect.com/400-469-695-838 on Friday, June 19, 2026 at 10:00 a.m. (EDT) (the "Meeting"), for the following purposes:

to receive the consolidated financial statements of the Corporation for the financial year ended December 31, 2025 and the auditors' report thereon (collectively, the "Financial Statements");
to elect the directors for the ensuing year;
to appoint the auditors and to authorize the directors to fix their remuneration;
to consider and, if deemed advisable, to adopt a resolution authorizing an amendment to the stock option plan of the Corporation in order to replenish 650,000 previously granted and exercised options; and
to transact such other business as may properly be brought before the Meeting and at any adjournment thereof.

The management proxy circular (the "Proxy Circular") and the form of proxy (the "Form of Proxy") prepared in respect of the Meeting accompany this notice. The Proxy Circular contains supplementary information on matters to be discussed at the Meeting, as detailed below under the heading "Matters to be Acted Upon at the Meeting" and is hereby deemed to be an integral part of this notice.

Pursuant to Canadian securities laws, we are no longer required to distribute physical copies of the meeting materials to our Shareholders for the Meeting, namely the Proxy Circular and our management's discussion and analysis for the financial year ended December 31, 2025 (the "MD&A") and the financial statements (collectively, the "Meeting Materials")

Instead, we are posting electronic versions of the Meeting Materials on a website for shareholder review, a process known as "notice and access". Electronic copies may be accessed on our website at https://dynacor.com/agm-2026/ or on the Corporation's SEDAR+ profile at www.sedarplus.ca.

Should you wish to receive paper copies of the Meeting Materials prior to the Meeting, or have any questions regarding the use of notice-and-access by the Corporation, please contact the Corporation at 514-393-9000, or send an email to [email protected], and we will send them by postal delivery at no cost within three business days of your request. We must receive your request no later than 5:00 p.m. (EDT), on June 5, 2026, to ensure you will receive paper copies in advance of the deadline to submit your vote.

Dynacor

The Meeting will be held via live webcast, where all Shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate and engage with the Corporation, as well as other Shareholders.

To attend the Meeting virtually, please register using the link https://meetings.lumiconnect.com/400-469-695-838 at least 30 minutes before the scheduled start of the Meeting. After registering, you will receive a confirmation email with access instructions. You can also contact the Corporation at [email protected] for more information. To ensure a smooth process, the Corporation is asking registered participants to log into the Meeting by 9:30 a.m. (EDT) on June 19, 2026. Registered Shareholders and duly appointed proxyholders will be asked to identify themselves before the beginning of the Meeting.

Montréal, Québec, May 19, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(s) Jean Martineau

Jean Martineau, President and Chief Executive Officer

iii

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IMPORTANT

Please complete, sign, date and return the form of proxy or voting instruction from (together, the "Proxy"), whether or not you plan to personally attend the Meeting. Please submit the Proxy in accordance with the instructions provided therewith sufficiently in advance to enable TSX Trust to receive it prior to 10:00 a.m. (Eastern Time) on June 17, 2026, or no less than 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment of the Meeting. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion, without notice.

SHAREHOLDERS ARE ENCOURAGED TO VOTE WELL IN ADVANCE OF THE MEETING USING THE FOLLOWING METHODS

| Voting Method | Registered Shareholders
If your securities are held in your name and represented by a physical certificate or DRS statement. | Non-Registered Shareholders
If your shares are held with a broker, bank or other intermediary. |
| --- | --- | --- |
| Internet | Go to www.meeting-vote.com. Enter the 13-digit control number printed on the proxy form and follow the instructions on screen.

or
Complete, date and sign the proxy form, and email to [email protected] | Go to www.proxyvote.com. Enter the control number printed on the voting instruction form and follow the instructions on the screen. |
| Telephone | Call TSX Trust Company at 1-888-489-7352, and an agent will help you vote online. You will need the 13-digit control number printed on the proxy form to vote | Follow the instructions on the VIF which you received from your intermediary |
| Mail | Complete, sign and date the proxy form and return it in the postage-paid envelope to:
TSX Trust Company,
P.O. Box 721
Agincourt, Ontario M1S 0A1 | Complete, sign and date the voting instruction form, and return it in the postage-paid envelope. |

Questions or Require Voting Assistance?

You may contact:

Ruth Hanna, Director, IR

Telephone number: +1 514-393-9000 #236

Email: [email protected]

Dynacor

DYNACOR GROUP INC.

MANAGEMENT PROXY CIRCULAR

ANNUAL MEETING OF SHAREHOLDERS

REGISTERED SHAREHOLDERS

You will have received a Form of Proxy from the Corporation's transfer agent, TSX Trust. Complete, sign and email your scanned Form of Proxy to [email protected], or mail it in the postage prepaid envelope provided. You may also exercise your voting rights by calling the toll-free number 1-888-489-7352 or any other number indicated on the Form of Proxy, or by going to the following website: www.meeting-vote.com.

NON-REGISTERED SHAREHOLDERS

Your shares are held in the name of an intermediary (securities broker, trustee or other financial institution). You will have received a request for voting instructions from your broker. Follow the instructions on your Voting Instruction Form to vote by telephone, e-mail, or complete, sign and mail the Voting Instruction Form in the postage prepaid envelope provided. To vote at the Meeting, see the box on page 3 of the Proxy Circular.

GENERAL INFORMATION

This management information circular (the "Proxy Circular") is furnished in connection with the solicitation of proxies by the management of Dynacor Group Inc. ("Dynacor" or the "Corporation") for use at the annual meeting (the "Meeting") of its shareholders to be held on June 19, 2026 at 10:00 a.m. (EDT) and any adjournment thereof, at the time and place and for the purposes set forth in the Notice of Meeting.

PROXY VOTING

Who is soliciting my proxy?

The Form of Proxy is being solicited by the management of the Corporation in connection with the Meeting, and the associated costs will be borne by the Corporation. Dynacor has also retained Laurel Hill Advisory Group to assist with the solicitation of proxies, as needed. The solicitation of proxies will be made by mail and by posting the Meeting Materials on our website at https://dynacor.com/agm-2026/ and on our SEDAR+ profile at www.sedarplus.ca pursuant to the notice-and-access.

The solicitation of proxies may also be done by telephone or other personal contact by directors of the Corporation, such directors receiving no compensation therefore.

How do I vote?

If you are a registered shareholder, you may vote at the Meeting or you may sign the Form of Proxy appointing the named persons or some other person you choose, who need not be a shareholder, to represent you as proxyholder and vote your shares at the Meeting. Registered shareholders may also exercise their voting rights by calling the toll-free number 1-888-489-7352 or any other number indicated on the Form of Proxy, or by going to the following website: www.meeting-vote.com. If your shares are

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held in the name of an intermediary, please see the table on page 3 for voting instructions.

What if I plan to attend the virtual Meeting and vote in person?

To be able to participate, interact, ask questions and vote at the Meeting, you must have previously acquired the 13-digit proxyholder control number and previously appointed yourself as proxyholder on the voting instruction form (non-registered shareholders only). Otherwise, you will only be able to attend as a guest. For more details, consult the below table under the question “Can I appoint someone other than these directors to vote my shares?”.

To attend the Meeting virtually, please register using the link https://meetings.lumiconnect.com/400-469-695-838 at least 30 minutes before the scheduled start of the Meeting. Enter the 13-digit proxyholder control number as your control number, and “dynacor2026” (case sensitive) as your password. After registering, you will receive a confirmation email with access instructions.

You can also contact the Corporation at [email protected] for more information. To ensure a smooth process, the Corporation is asking registered participants to log into the Meeting by 9:30 a.m. (EDT) on June 19, 2026.

What am I voting on?

Shareholders will be asked to vote on the following matters:

the election of directors of the Corporation for the ensuing year;
the appointment of auditors of the Corporation and the authorization for the directors to fix their remuneration;
an amendment to the stock option plan of the Corporation in order to replenish 650,000 previously granted and exercised options; and
any such other business as may properly be brought before the Meeting or at any adjournment thereof.

Please refer below to the heading “Matters to be Acted Upon at the Meeting”.

Other than as specifically discussed below under the heading “Matters to be Acted Upon at the Meeting”, no director, executive officer or proposed nominees for directorship, or any associate or affiliate of such persons has any interest, direct or indirect, in any matter to be acted upon at the Meeting, except that such persons may be directly involved in the normal business of the Meeting or the general affairs of the Corporation.

What if I sign the Form of Proxy?

Signing the Form of Proxy gives authority to Jean Martineau or Pierre Lépine, each of whom is a director of the Corporation, or to another person you have appointed, to vote your shares at the Meeting.

Can I appoint someone other than these directors to vote my shares?

Yes. Write the name of this person, who need not be a shareholder, in the blank space provided in the Form of Proxy or on the Voting Information Form. It is important to ensure that any other person you appoint is attending the Meeting and is aware that he or she has been appointed to vote your shares.

Dynacor

As a shareholder, you have the right to appoint another person (a "Proxyholder") to attend the Meeting and exercise your voting rights. You have the right to appoint a Proxyholder other than the persons whose names already appear as Proxyholders in the form of proxy or voting instruction form, by inserting the name of the Proxyholder of your choice in the blank space. The Proxyholder need not be a shareholder of the Company. If the shareholder is a company, the form of proxy or voting instruction form must be executed by a duly authorized officer or a representative thereof.

The following steps apply to shareholders who wish to appoint a Proxyholder other than the persons whose names already appear as Proxyholders in the form of proxy or voting instruction form, including non-registered shareholders who wish to appoint themselves as Proxyholder to attend, participate or vote at the Meeting.

| ### Registered shareholders

Registered shareholders receive their 13-digit control number on their proxy form. This control number is only valid for a registered shareholder. Registered shareholders who wish for their Proxyholders to attend the Meeting and be able to vote must proceed as follows to obtain a 13-digit proxyholder control number for their Proxyholder:
1. Submit your proxy form appointing that person as Proxyholder before 10:00 a.m. (Eastern Daylight Time) on June 17, 2026;
2. Register that Proxyholder, either by telephone or online, as described below.

Registering your Proxyholder by telephone:

Call TSX Trust at 1 866 751-6315 (toll free in Canada and the United States) or at 1 416 682-3860 before 10:00 a.m. (Eastern Daylight Time) on June 17, 2026;
Register the Proxyholder with the TSX Trust agent;
Receive a 13-digit proxyholder control number via email.

Registering your Proxyholder online:

Visit www.tsxtrust.com/control-number-request before 10:00 a.m. (Eastern Daylight Time) on June 17, 2026;
Complete the online form;
Receive a 13-digit proxyholder control number via email. | ### Non-registered shareholders
Insert your Proxyholder's name in the blank space provided in the voting instruction form before 10:00 a.m. (Eastern Daylight Time) on June 16, 2026 and follow the instructions for submitting such voting instruction form.

Note: If you wish to attend, participate or vote at the Meeting, you must appoint yourself as your Proxyholder on your voting instruction form.

Registering your Proxyholder by telephone:

Call TSX Trust at 1 866 751-6315 (toll free in Canada and the United States) or at 1 416 682-3860 before 10:00 a.m. (Eastern Daylight Time) on June 19, 2026;
Register the Proxyholder with the TSX Trust agent;
Receive a 13-digit proxyholder control number via email.

Registering your Proxyholder online:

Visit www.tsxtrust.com/control-number-request before 10:00 a.m. (Eastern Daylight Time) on June 17, 2026;
Complete the online form;
Receive a 13-digit proxyholder control number via email |
| --- | --- |

Dynacor

What do I do with my completed Form of Proxy?

Return it to the Corporation's transfer agent, TSX Trust, by mail at P.O. Box 721, Agincourt, Ontario, M1S 0A1, or by e-mail to [email protected], no later than 10:00 a.m. (EDT) on June 17, 2026. This will ensure that your vote is recorded.

You can also vote online on www.meeting-vote.com

What is notice-and-access?

The Corporation is using the "notice-and-access" system adopted by the Canadian Securities Administrators for the delivery of the Meeting Materials through the Corporation's website. Under the notice-and-access system, the Corporation is no longer required to send physical copies of the Meeting Materials to its shareholders for the Meeting, namely the Proxy Circular, the MD&A and the Financial Statements.

Instead, the Corporation is posting electronic versions of the Meeting Materials on its website at https://dynacor.com/agm-2026 or on the Corporation's SEDAR+ profile at www.sedarplus.ca. This is in line with the Corporation's commitment to environmental stewardship as it will reduce the cost and environmental impact of producing and distributing paper copies of documents in very large quantities. It also gives shareholders faster access to information about the Corporation.

The Corporation has mailed the notice of Meeting, the Form of Proxy, or the voting instruction form to those shareholders who had previously received a paper copy of the Meeting Materials. Shareholders can access the Meeting Materials on the Corporation's website at https://dynacor.com/agm-2026/ or on the Corporation's SEDAR+ profile at www.sedarplus.ca.

Shareholders may also request a paper copy of the Meeting Materials by contacting the Corporation at 514-393-9000 or by sending an email to [email protected]. To facilitate timely delivery in advance of the voting deadline, all requests for paper copies of the Meeting Materials must be received no later than 5:00 pm (EDT), on June 5, 2026.

The Corporation urges shareholders to review the Meeting Materials before voting.

If I change my mind, can I take back my proxy once I have given it?

Yes. If you change your mind and wish to revoke your proxy, prepare a written statement to this effect. The statement must be signed by you or your attorney as authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney of the corporation duly authorized. This statement must be delivered at the above-mentioned registered office of TSX Trust, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the Chair of the Meeting on the day of the Meeting or any adjournment thereof, and upon either of such deposits the proxy is revoked. You may also revoke a previously submitted proxy by signing and submitting an instrument of proxy bearing a later date.

How will my shares be voted if I give my proxy?

The persons named on the Form of Proxy must vote for or against or withhold from voting your shares in accordance with your directions, or you can let your proxyholder decide for you. In the absence of such directions, proxies received by management will be voted in favour of the candidates nominated for election as directors of the Board (as defined hereinafter), the appointment of the auditors and for the adoption of the other items on the agenda, as the case may be, as detailed below under the heading "Matters to be Acted Upon at the Meeting".

Dynacor

What if amendments are made to these matters or if other matters are brought before the Meeting?

The persons named in the Form of Proxy will have discretionary authority with respect to amendments or variations to matters identified in the Form of Proxy and with respect to other matters which may properly come before the Meeting. As of the time of this Proxy Circular, management of the Corporation knows of no such amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named in the Form of Proxy will vote on them in accordance with their best judgment.

How many shares are entitled to vote?

As of May 5, 2026 (the "Record Date"), there were 41,948,772 common shares of the Corporation (the "Common Shares") issued and outstanding, each of which is entitled to one vote at the Meeting. Only shareholders registered at the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting unless after that date a shareholder of record transfers his shares and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that he owns the shares, requests no later than 10 days before the Meeting that the transferee's name be included on the list of shareholders entitled to vote, in which case such transferee is entitled to vote such shares at the Meeting.

Who counts the votes?

The Corporation's transfer agent, TSX Trust, counts and tabulates the proxies. This is done independently of the Corporation to preserve the confidentiality of individual shareholder votes. Proxies are referred to the Corporation only in cases where a shareholder clearly intends to communicate with management or when it is necessary to do so to meet the requirements of applicable law.

How do I submit questions at the Meeting?

If you have a question about one of the items to be voted on by the Shareholders at the Meeting, such question may be submitted in advance of the Meeting by emailing [email protected] and by providing your control number, as shown on your proxy form.

Questions for the Meeting may also be submitted during the Meeting virtually by submitting such questions in the field provided in the Q&A box at or before the time the matters are presented before the Meeting for consideration. Questions relating to any items to be voted on by the Shareholders at the Meeting will be answered before the voting is closed.

Following adjournment of the formal business of the Meeting, the Corporation will hold a live Q&A session to address appropriate general questions from Shareholders regarding the Corporation. Only registered Shareholders and duly appointed proxyholders may submit questions at the Meeting. Guests will not be able to submit questions, vote or otherwise participate at the Meeting; however, they will be able to join the meeting as a guest. Shareholders voting by proxy in advance of the Meeting are welcome to join the Meeting as guests.

Dynacor

The chair of the Meeting reserves the right to edit questions or to reject questions he deems inappropriate. Any questions pertinent to the Meeting that cannot be answered during the Meeting due to time constraints will be answered by the Corporation on the Corporation's website at https://www.dynacor.com/ after the Meeting. To ensure the Meeting is conducted in a manner that is fair to all Shareholders, the chair of the Meeting may exercise broad discretion with respect to, for example, the order in which questions are asked and the amount of time devoted to any one question. The chair of the Meeting may also limit the number of questions per Shareholder in order to ensure that as many Shareholders as possible will have the opportunity to ask questions.

In the event of technical malfunction or other significant problem that disrupts the Meeting, the chair of the Meeting may adjourn, recess, or expedite the Meeting, or take such other action that the chair determines is appropriate considering the circumstances.

In the event of technical difficulties relating to the virtual meeting, you can contact the Corporation at [email protected] or (514) 393-9000 #236

Who do I contact if I have questions about voting or need assistance with completing my form of proxy or voting instruction form?

Ruth Hanna, Director, IR
Telephone number: +1 514-393-9000 #236
Email: [email protected]

If my shares are not registered in my name but are held in the name of an intermediary (a bank, trust corporation, securities broker, trustee or other), how do I vote my shares?

There are two ways you can vote your shares held by your intermediary. As required by Canadian securities legislation, you will have received from your intermediary either a request for voting instructions or a form of proxy for the number of shares you hold. For your shares to be voted for you, please follow the voting instructions provided by your intermediary. Since the Corporation has limited access to the names of its non-registered shareholders, if you wish to attend the virtual Meeting, the Corporation may have no record of your shareholdings or your entitlement to vote unless your intermediary has appointed you as proxyholder. Therefore, if you wish to vote in person at the virtual Meeting, insert your own name in the space provided on the request for voting instructions or form of proxy and return same by following the instructions provided. Do not otherwise complete the form as your vote will be taken at the Meeting. Please see instructions on page 3.

PRINCIPAL HOLDERS OF VOTING SECURITIES

To the knowledge of the directors and executive officers of the Corporation, as at the Record Date, no one owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to all Common Shares.

CURRENCY

All currency figures in this Proxy Circular are in Canadian dollars, unless otherwise indicated.

Dynacor

MESSAGE FROM OUR CEO AND PRESIDENT

Dear Fellow Shareholders,

I am pleased to share that Dynacor had another successful year in 2025, maintaining strong operational performance and launching a new corporate chapter through advancement of its expansion strategy. While our track record shows that we can perform in most gold price settings, our 2025 achievements position us exceptionally well to take full advantage of the current supportive market environment.

Strong foundation

In 2025, Dynacor made progress on its commitment: creating value for its stakeholders. We produced 114 thousand gold-equivalent ounces, meeting revised guidance. The company delivered a record financial performance, marking 15 consecutive years of profitability. Sales grew by 40% to $398 million for the period and operating cash flow to $25 million, supported by higher average net realised gold prices. Importantly, these results were underpinned by launch of mill optimisation projects that improved plant performance and productivity in the fourth quarter and are expected to positively impact for the long term.

Acquisition of Svetlana

Alongside our steady operations, we made material progress in our strategy to diversify our business in the year. Our July 2025 acquisition of the fully permitted Svetlana plant in Ecuador is transformational, and a significant milestone in achieving our growth plan.

The combination of our Peru and upgraded Ecuador operations will create a multi-asset platform with strong production and cash flow, positioning Dynacor for near-term growth and long-term value creation.

Setting the table for growth

I am also proud of the many achievements we have achieved at the corporate level during the year. In February 2025, we closed a $22.1 million financing to fund our international expansion. A portion of the proceeds from the financing was subsequently used in July 2025 for the strategic acquisition of the Svetlana plant in Ecuador. Concurrently, we derisked our expansion into Africa through advancement of the Senegal pilot plant. When it will be commissioned shortly, the 50-tpd plant will serve to confirm our profitability on the new continent in addition to showcasing our model for other African countries.

Strong score card for safety and sustainability

I am pleased to report that we enjoyed a banner year for health and safety (H&S) and sustainability performance. We recorded a reduction in lost-time injury and accident severity rates, as well as an increase in H&S training hours for Dynacor employees and artisanal miners.

As the company scales further, we continue to demonstrate our commitment to safe operating practices through our investment in dry stack tailings in Senegal and through our voluntary adoption of GISTM (Global Industry Standard on Tailings Management) for the design of both our Senegal and Ecuador tailings dams. We also expect to maintain our social investment approach, which seeks to deliver lasting, positive outcomes for the communities where we partner and operate.

Challenges in 2025

The year also saw its share of challenges. Like the mining sector, we continued to face declining grades and inflationary pressures, partially offset by a strong Peruvian sol. Artisanal miner road blockades and a government curfew in northern Peru contributed to unseasonably light Q2 production and affected initial Q3 operations.

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Our ability to address challenges while continuing to execute on our strategy showcases Dynacor's expertise and resilience. We are fortunate to have an agile, experienced team that can leverage their knowhow to drive our long-term growth.

Delivering past performance and future success

As I reflect on my multi-decade tenure with Dynacor, I am incredibly proud of its robustness and dedication, which has positioned it for future success. In the past two years alone, Dynacor has been fully transformed and its management capacity strengthened through a deep overhaul of its organisational structure, systems, policies and procedures. In parallel, it has posted the strongest years in the company's 30-year history, including leading shareholder returns.

As a new era in Dynacor's leadership begins, Dynacor is well-positioned to continue this momentum under the direction of Daniel Misiano. Daniel has extensive experience in driving exceptional performance and enhanced global competitiveness and is well-suited to leverage Dynacor's unique competitive advantages and enact our strategies. If re-elected, I would be honoured to continue supporting Daniel and the Board as director to the Board.

Vote for the experienced Board

The year saw Dynacor achieve corporate governance milestones including the nomination of Ms. Hélène Kyriakakis as a new independent director. Ms. Kyriakakis's unique combination of operational, tech and strategic experience from within blue-chip international companies complements the Board's existing mix of skills and expertise as the Board increases oversight of execution.

While we welcome the nomination of Ms. Kyriakakis, we say farewell to Mr. Pierre Lépine, Chair of the Board, who has completed his term of office and is not standing for re-election this year. We thank Pierre for his twelve years of sound counsel and tireless leadership in steering Dynacor through its phases of growth and on behalf of everyone in the company, we wish him the best in his future endeavours.

We encourage you to join us on June 19, 2026 at the AGM to vote on your investment. Please consider the information set out in the circular and vote online, by phone or by completing and sending in your proxy prior to the meeting. On behalf of all of us at Dynacor, thank you for your engagement and your continued support of our company.

(S) Jean Martineau, President & CEO
May 19, 2026

Dynacor

MATTERS TO BE ACTED UPON AT THE MEETING

a. ELECTION OF DIRECTORS

The Board of Directors of the Corporation (the “Board”) currently consists of eight members. At the Meeting, the eight persons named hereunder will be proposed for election as directors of the Corporation until the next annual meeting or until their respective successors are duly elected or appointed, unless their respective office is earlier vacated pursuant to the by-laws of the Corporation, subject to the power of the Board to appoint additional directors between annual meetings. Except where authority to vote in favour of the election of directors is withheld, the persons designated in the accompanying Form of Proxy will vote the shares represented by such Form of Proxy FOR of the election of the persons named hereunder. This proposal requires the approval of a majority of the votes cast by the holders of Common Shares present in person or represented by proxy at the Meeting. Management does not contemplate that any nominee will be unable or unwilling to serve as a director.

The table below indicates, for the candidates proposed for election as directors, their name, province and country of residence, position held with the Corporation, principal office presently held with the Corporation, the year they became directors and the committees of the Board of which they are member. The table also indicates whether the candidates are independent, their attendance at meetings, the number of shares of the Corporation with voting rights beneficially owned, or controlled or directed, directly or indirectly, by the candidates, and the number of stock options and deferred share units held by them (see section below under the heading “Compensation of Directors”). The candidates themselves have provided the following information to the Corporation, which is up to date as of the date thereof.

| JEAN MARTINEAU
Québec, Canada
Director since 2007
Not independent

Common Shares: 976,746
Options: 253,500
Deferred Share Units: 148,516
Monetary Share Units: 22,516
Attendance at meetings: 15/15
Board: | PRESIDENT & CEO
Jean Martineau is a seasoned industrial veteran with extensive leadership experience in the North and Latin American industrial, mining and investment sectors. Through his stewardship of Dynacor, Jean has made foundational contributions to the formalization of the artisanal gold mining industry in Peru, helping the government increase governance of the sector and improving miner livelihoods through fair pricing, transparent dealing, and traceable measures. During his 19-year tenure, Dynacor has posted 15 years of consecutive profit, over a decade of top-line and operating cash flow growth, and ranked on the TSX30 as a top-performing stock.

Mr. Martineau studied science at Université du Québec. He has years of governance experience as director of public corporations including at Argex Titanium, Wesdome Gold Mines and TomaGold Corp. Currently, he is a director of GEIF (Global Ecosystem Impact Foundation), a Swiss foundation. |
| --- | --- |

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| RÉJEAN GOURDE
Québec, Canada
Director since 2018
Independent
Common Shares: 94,500
Options: 0
Deferred Share Units: 73,179
Monetary Share Units: 16,885
Attendance at meetings: 15/15
Board: 4/4
Governance, Nomination and Compensation: 8/8 | CHAIR OF GOVERNANCE, NOMINATION AND COMPENSATION
COMMITTEE; MEMBER OF AUDIT AND RISK MANAGEMENT COMMITTEE
Réjean Gourde is a senior mining executive with an over 40-year track record in mining operations, corporate development and management of intermediate gold producers. From 1994 to 2006, Réjean was Senior VP of the Guiana Shield Division at Cambior Inc. (now IAMGOLD) and was responsible for the operations of the Omai Gold Mines in Guyana and Rosebel Gold Mines in Suriname. From 2007, Mr Gourde worked as a mining consultant on mining projects such as IAMGOLD's Essakane and Bomboré projects in West Africa, and other projects in Guyana and Peru.
He was President and CEO of Reunion Gold Corporation from 2017 until his retirement in 2021.
Mr. Gourde serves on the board of G Mining Ventures and previously was director of Radisson Mining Resources. He earned a degree in mine engineering from Polytechnique Montreal and is a registered Professional Engineer in Quebec. |
| --- | --- |
| ISABEL ROCHA
Québec, Canada
Director since 2018
Independent
Common Shares: 73,725
Options: 0
Deferred Share Units: 69,524
Monetary Share Units: 16,885
Attendance at meetings: 15/15
Board: 15
Environment and Social Responsibility Committee: 6/6 | CHAIR OF ENVIRONMENT AND SOCIAL RESPONSIBILITY COMMITTEE
Isabel Rocha is a senior ESG and sustainability professional with over 40 years of international experience developing and implementing sustainability strategies within the chemical, textile, mining and diverse manufacturing industries.
As environmental consultant and in previous roles, Ms. Rocha has developed and led environmental strategies and programs that identify, monitor and mitigate corporate environmental risk. While at Gildan in Montreal, she served as Corporate Environmental Director from 2006 to 2014 and subsequently as Environmental Advisor. During her tenure, she oversaw environmental stewardship of the multinational's facilities in addition to creating and implementing the company's environmental management system.
Previously, Ms. Rocha spent nearly 10 years in senior environmental roles at Montreal-based Genivar Inc. (now WSP Global) and worked for almost 10 years in the chemical and clean technologies sectors in Latin America.
Isabel Rocha holds a BSc in Chemical Engineering, an MBA from Universidad de Carabobo (Venezuela) and a MSc in Environmental Sciences from Université du Québec à Montréal. |
| PHILIPPE CHAVE
Malaysia
Director since 2020 Not independent(1)
Common Shares (2): 1,770,175
Options: 0
Deferred Share Units: 41,666
Monetary Share Units: 16,885
Attendance at meetings: 15/15
Board: 15
Environment and Social Responsibility Committee: 6/6
IT and R&D Committee 5/5 | CHAIR OF IT AND R&D COMMITTEE; MEMBER OF ENVIRONMENT AND SOCIAL RESPONSIBILITY COMMITTEE
Philippe Chave is engineer and international businessman with over 25 years of experience developing strategic partnerships for innovative metallurgical solutions globally. Philippe currently serves as co-CEO of Swiss-based PX Group SA, a global conglomerate specialized in precious and non-precious metals processing.
Over his 20-year career with PX Group, Philippe has guided its evolution into a global player in the field of impact gold sourcing, traceable precious metal scrap and exclusive metal-processing development. Notably, Mr. Chave has expertise in chain-of-custody and audit systems that combine unprecedented levels of market traceability and transparency with positive impacts on all stakeholders in the value chain of complex ecosystems.
Mr. Chave holds a microtechnology engineering degree from Haute École d'Ingénierie et de Gestion du Canton de Vaud in Switzerland. He currently sits on the boards of PX Group, CoLearnis S.A., ASMP (Swiss Precious Metals Association), and Fidamar, a Peruvian foundation. |

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ROCIO RODRIGUEZ-PERROT Lima, Peru Director since 2021 Independent Common Shares: 61,620 Options: 0 Deferred Share Units: 30,976 Monetary Share Units: 11,257 Attendance at meetings: Board: 15/15 Audit and risk management: 4/4 Governance, Nomination and Compensation: 8/8	MEMBER OF AUDIT AND RISK MANAGEMENT COMMITTEE; MEMBER OF GOVERNANCE, NOMINATION AND COMPENSATION COMMITTEE Rocio Rodriguez-Perrot is a certified board director and an international business lawyer with over 10 years of legal advisory experience with international companies. She has been practicing with the law firm Rossello since 2013, leading legal counsel for the foundation and development of foreign companies in Peru. Since 2016, Rocio also directs IN Group (France)'s Peruvian business. Ms. Rodriguez-Perrot brings a strong track record in international trade, negotiation and market entry strategies from her four-year tenure as French Foreign Trade Advisor - Peru Section. Her public sector advisory experience is complemented by industry consultancy mandates at Veolia Environnement in France and at Kutxabank in Spain. Rocio's leadership is rooted in a strong academic background: She graduated in law from the University of Almeria (Spain) and the University of Bologna (Italy), with her qualifications validated in Peru (2013). She also earned a master's degree in management of international projects from ESCP Business School (France) and is a member of the French Institute of Board Directors (IFA).
CYRIL GRADIS Zurich, Switzerland Director since 2023 Independent Common Shares: 35,000 Options: 0 Deferred Share Units: 13,048 Monetary Share Units: 11,257 Attendance at meetings: Board: 15/15 Governance, Nomination and Compensation: 8/8 IT and R&D committee: 5/5	MEMBER OF IT AND R&D COMMITTEE; MEMBER OF GOVERNANCE, NOMINATION AND COMPENSATION COMMITTEE Cyril Gradis is a lawyer and investor with over 10 years of experience in business law, M&A, capital markets, sustainable investing, and private equity financing, primarily within premier European financial institutions. Mr. Gradis began his career as an attorney-at-law in the corporate/M&A department of Lenz & Staehelin in Geneva before moving to investment banking at Rothschild & Co in Paris, and later to private equity at Partners Group in London and Zurich. Cyril is currently a Managing Director at Harpe, a private investment office based in Luxembourg. Since 2013, Cyril has acted as director of an impact investment company active in Latin America and Africa. He also sat on the board of Traditions for Tomorrow, an international non-governmental organization focused on strengthening the cultural heritage of indigenous communities of Latin America, particularly in Southern Peru. Mr. Gradis is a graduate from the law schools of Fribourg (Switzerland) and Heidelberg (Germany). He also holds an MBA from Columbia University with a concentration in finance and investments.
PIERRE BELIVEAU Québec, Canada Director since 2024 Independent Common Shares: 2,000 Options: 25,000 Monetary Share Units: 15,055 Attendance at meetings: Board: 15/15 Audit and risk management: 4/4	CHAIR OF AUDIT AND RISK MANAGEMENT COMMITTEE Mr. Béliveau brings over 35 years' business leadership experience, built over a career which has included corporate and operational senior finance roles with publicly traded mining companies operating internationally. At IAMGOLD, he helped start up two gold mines in challenging jurisdictions in West Africa and Latin America, oversaw the company's financial reporting process and teams, and implemented a governance department. His IAMGOLD career is enriched by over 10 years of expatriate assignments in West Africa and a three-year mandate in Suriname. A passionate advocate of operational efficiency, Pierre has transformed projects and operations through his leadership of ERP system implementation and Lean Six Sigma certification. Mr. Béliveau began his career at PWC (formerly PW) where he also worked with clients in the mining industry. He holds a B.A.A. in accounting from Université du Québec à Montreal, and has been a member of the Order of Chartered Professional Accountants of Québec since 1988.

ROCIO RODRIGUEZ-PERROT Lima, Peru Director since 2021 Independent Common Shares: 61,620 Options: 0 Deferred Share Units: 30,976 Monetary Share Units: 11,257 Attendance at meetings: Board: 15/15 Audit and risk management: 4/4 Governance, Nomination and Compensation: 8/8

MEMBER OF AUDIT AND RISK MANAGEMENT COMMITTEE; MEMBER OF GOVERNANCE, NOMINATION AND COMPENSATION COMMITTEE Rocio Rodriguez-Perrot is a certified board director and an international business lawyer with over 10 years of legal advisory experience with international companies. She has been practicing with the law firm Rossello since 2013, leading legal counsel for the foundation and development of foreign companies in Peru. Since 2016, Rocio also directs IN Group (France)'s Peruvian business. Ms. Rodriguez-Perrot brings a strong track record in international trade, negotiation and market entry strategies from her four-year tenure as French Foreign Trade Advisor - Peru Section. Her public sector advisory experience is complemented by industry consultancy mandates at Veolia Environnement in France and at Kutxabank in Spain. Rocio's leadership is rooted in a strong academic background: She graduated in law from the University of Almeria (Spain) and the University of Bologna (Italy), with her qualifications validated in Peru (2013). She also earned a master's degree in management of international projects from ESCP Business School (France) and is a member of the French Institute of Board Directors (IFA).

CYRIL GRADIS Zurich, Switzerland Director since 2023 Independent Common Shares: 35,000 Options: 0 Deferred Share Units: 13,048 Monetary Share Units: 11,257 Attendance at meetings: Board: 15/15 Governance, Nomination and Compensation: 8/8 IT and R&D committee: 5/5

MEMBER OF IT AND R&D COMMITTEE; MEMBER OF GOVERNANCE, NOMINATION AND COMPENSATION COMMITTEE Cyril Gradis is a lawyer and investor with over 10 years of experience in business law, M&A, capital markets, sustainable investing, and private equity financing, primarily within premier European financial institutions. Mr. Gradis began his career as an attorney-at-law in the corporate/M&A department of Lenz & Staehelin in Geneva before moving to investment banking at Rothschild & Co in Paris, and later to private equity at Partners Group in London and Zurich. Cyril is currently a Managing Director at Harpe, a private investment office based in Luxembourg. Since 2013, Cyril has acted as director of an impact investment company active in Latin America and Africa. He also sat on the board of Traditions for Tomorrow, an international non-governmental organization focused on strengthening the cultural heritage of indigenous communities of Latin America, particularly in Southern Peru. Mr. Gradis is a graduate from the law schools of Fribourg (Switzerland) and Heidelberg (Germany). He also holds an MBA from Columbia University with a concentration in finance and investments.

PIERRE BELIVEAU Québec, Canada Director since 2024 Independent Common Shares: 2,000 Options: 25,000 Monetary Share Units: 15,055 Attendance at meetings: Board: 15/15 Audit and risk management: 4/4

CHAIR OF AUDIT AND RISK MANAGEMENT COMMITTEE Mr. Béliveau brings over 35 years' business leadership experience, built over a career which has included corporate and operational senior finance roles with publicly traded mining companies operating internationally. At IAMGOLD, he helped start up two gold mines in challenging jurisdictions in West Africa and Latin America, oversaw the company's financial reporting process and teams, and implemented a governance department. His IAMGOLD career is enriched by over 10 years of expatriate assignments in West Africa and a three-year mandate in Suriname. A passionate advocate of operational efficiency, Pierre has transformed projects and operations through his leadership of ERP system implementation and Lean Six Sigma certification. Mr. Béliveau began his career at PWC (formerly PW) where he also worked with clients in the mining industry. He holds a B.A.A. in accounting from Université du Québec à Montreal, and has been a member of the Order of Chartered Professional Accountants of Québec since 1988.

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HELENE KYRIAKAKIS Québec, Canada Nominee Independent Common Shares: 0 Options: 0

Ms. Hélène Kyriakakis is an accomplished information technology executive with over 35 years of experience aligning integrated management systems (ERP) with business transformation for clients across multiple sectors. A champion of operational excellence through innovation, she excels in leading large-scale projects in business process improvement and ERP implementation. Her career history includes over 20 years' technology leadership within blue-chip international companies such as Accenture, PwC, and IBM. Since 2023, Hélène serves as CEO of Talan Americas, setting the strategic direction and guiding its international expansion. Ms. Kyriakakis served as President of Createch Group, a division of Bell Canada, prior to its acquisition by Talan Group, having held progressively senior roles within the consultancy firm since joining in 2011. Prior to Createch, she held a series of senior management roles at IBM Corporation, including heading up its Canadian ERP outsourcing division. Ms. Kyriakakis earned her BAA in finance at HEC Montréal.

Notes:
1. Philippe Chave meets the independence requirements under Regulation 52-110 respecting Audit Committees. However, he is considered to have a material relationship with the Corporation due to his position as co-Chief Executive Officer of the Corporation's largest customer.
2. 1,580,175 of these shares are held through PX Group SA, a corporation of which Mr. Chave is the co-Chief Executive Officer.

As of the date hereof, the directors of the Corporation, as a group, beneficially own, or exercise control or direction, directly or indirectly, over 3,013,766 Common Shares, or 7.2% of the outstanding Common Shares.

Response to Directors' Support at 2025 Annual Meeting of Shareholders

On May 26, 2025, iolite Capital Management AG ("iolite") a Switzerland-based investment manager, which owned approximately 10% of Dynacor's issued and outstanding common shares issued a press release urging the Corporation's shareholders to WITHHOLD votes from the election of the chair of the board, Pierre Lépine. iolite proceeded to WITHHOLD votes from Mr. Lepine and certain other director nominees, resulting in lower levels of support (ranging from 60% - 74%), for five of Dynacor's director nominees.

The Corporation continues to engage iolite to address the concerns outlined in its May 26, 2025 press release and remains open to dialogue and constructive solutions that align with shareholder interests.

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Overview of the Board's Profile

The Board director nominees bring a breadth of knowledge, diversity, and strategically relevant backgrounds to the Corporation and reflect the global scale of the challenges, risks, and opportunities facing our business.

Overview of the Board's Profile		J. Martineau	P. Béliveau	R. Gourde	I. Rocha	P. Chave	R. Rodriguez Perrot	C. Gradis	H. Kyriakakis
Experience and Expertise	Mining, Transformation or Treatment	☑	☑	☑	☑	☑			5
	ESG & SSC	☑	☑	☑	☑	☑	☑	☑	7
	Capital Allocation & Financial Acumen	☑	☑	☑	☑	☑	☑	☑	7
	Talent Development and Allocation & Partnership Culture	☑	☑	☑	☑	☑	☑	☑	8
	Corporate Finance M&A Execution	☑	☑	☑	☑		☑	☑	7
	International Business Experience and Global Partnerships	☑	☑	☑	☑	☑	☑	☑	8
	Government and Regulatory Affairs & Community Relations	☑	☑	☑	☑	☑	☑	☑	7
	Risk Management	☑	☑	☑	☑	☑	☑	☑	8
	Executive Leadership Experience	☑	☑	☑	☑	☑			6
	Information Technology		☑			☑		☑	4
	Board Tenure	19	2	8	8	6	5	3	5
	Independence		☑	☑	☑		☑	☑	6
Gender Male	☑	☑	☑		☑		☑	5
Female				☑		☑		3
Board Composition	Current and past membership on other public boards	☑	☑	☑					3

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Legend:

Mining, Transformation or Processing Operations: Experience at a senior level with mining operations, including production, exploration, reserves, capital projects, and related technology. Familiarity with setting performance expectations, driving continuous improvement through best-in-class operational standards, building operational leadership capabilities, and fostering innovation.

ESG & SSC: Knowledge of, or experience with, leading health, safety, and environmental practices and related requirements, including sustainable development and corporate responsibility practices and reporting.

Capital Allocation & Financial Acumen: Experience overseeing the allocation of capital to ensure superior risk-adjusted financial returns, including strengthening our capital structure, evaluating and implementing corporate development opportunities, setting and enforcing thresholds for financial returns, optimizing asset portfolios, and knowledge of, or experience with, financial accounting and corporate finance.

Talent Development and Allocation & Partnership Culture: Thorough understanding of the key processes to ensure optimal human capital allocation including attracting, motivating, and retaining top talent. Familiarity with partnership structures and their related cultures. Experience in areas such as setting performance objectives, designing compensation plans, ensuring the right people are in the right roles, succession planning, and organizational design.

Corporate Finance and M&A Execution: Experience in evaluating and executing mergers, acquisitions, and asset sales, including the formation of partnerships and joint ventures across the globe.

International Business Experience and Global Partnerships: Experience conducting business internationally, including exposure to a range of political, cultural, and regulatory requirements and understanding of the importance of diversity to a global company with a diverse set of stakeholders, informed by experience of race, ethnicity, and/or nationality. Familiarity with the critical role of partnerships with host governments, local communities, indigenous people, non-governmental organizations, and other stakeholders, and an understanding of how to establish and strengthen those partnerships.

Government and Regulatory Affairs & Community Relations: Experience with the workings of government and public and regulatory policy in Canada and internationally. Familiarity with community engagement.

Risk Management: Knowledge of risk management principles and practices, an understanding of some or all of the key risk areas that a company faces, and an ability to probe risk controls and exposures.

Executive Leadership Experience: experience leading a public company or private company, or significant function area or division of a large organization.

Information technology: Experience in oversight or implementation of information technology systems; understanding of relevant trends in digital innovation and initiatives.

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Policy on Majority Voting

The Board believes that each of its members should carry the confidence and support of the majority of shareholders and, consequently, adopted a majority voting policy.

In the event that a nominee director receives more WITHHELD than FOR votes, then the nominee will be considered not to have received your support, even though duly elected as a matter of corporate law. Such nominee shall forthwith submit to the Board his or her resignation. The Board will then assess all circumstances relating to this situation and, as the case may be, will accept or refuse the resignation of the nominee.

The Board will have 90 days from the date of the Meeting to issue a press release announcing the resignation of the nominee or explaining why the resignation has not been accepted. The Board may, at its discretion, fill the vacancy created by the resignation or otherwise act in accordance with applicable laws. This policy does not apply in any case where proxy material is circulated in support of one or more nominees who are not supported by the Board.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as otherwise indicated herein below, to the best of the Corporation's knowledge, after having made due inquiry, the Corporation confirms that no proposed director:

(a) is, as at the date hereof, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company, including the Corporation, that:

(i) was subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while that proposed director was acting in that capacity;

(ii) was subject to an event that occurred while that person was acting in that capacity, that resulted, after the proposed director ceased to be a director, chief executive officer or chief financial officer, in the company being the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

(b) is, as at the date hereof, or has been, within 10 years before the date hereof, a director or executive officer of any company, including the Corporation, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

(c) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; and

(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, nor has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

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b. APPOINTMENT OF AUDITORS

Shareholders are asked to vote for the appointment of Raymond Chabot Grant Thornton, LLP, as auditors of the Corporation for the current financial year to hold office until the next meeting of shareholders of the Corporation and to authorize the directors to establish the auditors' remuneration.

Raymond Chabot Grant Thornton, LLP were initially appointed as auditors in 2011.

The persons designated in the Form of Proxy intend to vote FOR the appointment of Raymond Chabot Grant Thornton, LLP, as auditors of the Corporation for the current financial year and FOR the authorization to the directors to establish the auditors' remuneration. The proposal requires the approval of a majority of the votes cast by the holders of Common Shares present in person or represented by proxy at the Meeting.

c. AMENDMENT TO STOCK OPTION PLAN

On May 12, 2026, the Board adopted a resolution approving an amendment to the Corporation's fixed stock option plan (the "Stock Option Plan") in order to replenish 650,000 previously granted and exercised options, subject to applicable regulatory and shareholder approvals (the "Replenishment").

The Replenishment is subject to the approval of Shareholders and the TSX. Should it be approved, the Replenishment will enable the Corporation to issue additional options without increasing the total amount of shares issuable under the Stock Option Plan.

At the Meeting, shareholders will therefore be asked to approve an ordinary resolution authorizing the Replenishment.

As at the date of this management information circular, the Stock Option Plan reserves for issuance a total of 2,750,000 Common Shares, representing approximately 6.5% of the issued and outstanding Common Shares. 879,000 Common Shares are issuable pursuant to outstanding options granted under the Stock Option Plan and, subject to shareholder and TSX approval of the Replenishment, an additional 1,309,820 Common Shares remain issuable under future option grants under the Stock Option Plan.

The Stock Option Plan is more fully described under the heading "Stock Option Plan" below.

At the Meeting, shareholders will be asked to consider and, if deemed advisable, approve the following resolution:

"BE IT RESOLVED THAT:

The amendment to the stock option plan of the Corporation effective on June 19, 2026 to replenish 650,000 previously granted and exercised options, be and is hereby approved, ratified and confirmed;
Any director or officer of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents and instruments and to do all such acts and things as in the opinion of such officer or director may be necessary or desirable to give effect to the foregoing resolution."

In order to be effective, the foregoing resolution must be approved by a simple majority of the votes cast by shareholders present, in person or by proxy, at the Meeting.

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Unless the Proxy Form states otherwise, or if the right to vote is not exercised for the approval of the proposed amendment to the Stock Option Plan, the persons named in the Proxy Form intend to vote FOR the proposed amendment to the Stock Option Plan.

d. OTHER MATTERS

Management of the Corporation knows of no other matter to come before the Meeting other than those referred to in the notice of meeting. However, if any other matters which are not known to the management should properly come before the Meeting, the accompanying Form of Proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

EXECUTIVE COMPENSATION

Governance, Nomination and Compensation Committee

The Governance, Nomination and Compensation Committee (the "Committee") is responsible for determining the conditions of employment and compensation of the Chief Executive Officer, making recommendations to the Board and reviewing the compensation of the other executive officers. The Committee may also review from time to time other compensation issues within the Corporation in general, including the directors' compensation.

In 2025, the Committee comprised Réjean Gourde, chair, Rocio Rodriguez-Perrot and Cyril Gradis, each of whom is independent. A description of the experience of each Committee member that is relevant to such member's responsibilities is contained in this Proxy Circular under the heading "Matters to be Acted Upon at the Meeting – Election of Directors". The Corporation considers that the public company board service and the management experience of the members of the Committee provide them with appropriate experience, skills relevant to the responsibilities and the ability to make decisions on the suitability of the Corporation's compensation policy and practices. The Committee held eight meetings during the financial year ended December 31, 2025.

Given the size of the Corporation and its relatively simple process to determine the compensation, neither the Committee nor the Board have considered the implications of the risks associated with the Corporation's compensation policies and practices. Such risks, however, are mitigated by the Board's active involvement at the strategic level of the Corporation's businesses, including the ability of the Corporation to require reimbursement of annual and long-term incentive compensation paid to its current and former executive officers pursuant to its Clawback Policy (see section below under the heading "Incentive Compensation Clawback Policy").

The Corporation's policy on transactions on the securities of the Corporation prohibits Named Executive Officers (as defined hereafter) and directors to purchase derivative financial instruments such as forward contracts or equity swap or other financial instruments designed to hedge or offset a decrease in market value of our Common Shares.

Analysis of executive compensation

The members of the Committee want to establish a coherent remuneration package for both the directors and officers which would be comparable to the market for similar companies. As part of determining Named Executive Officers' compensation, the Committee retained the services of a consultant specialized in compensation, PCI - Perrault Conseil Inc., who submitted a report to the Committee in 2009, which was subsequently updated in 2013, 2015 and 2020. In 2022, PCI - Perrault Conseil Inc. was acquired by Arthur J. Gallagher & Co. ("Gallagher"), and an updated report was

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submitted to the Committee by Gallagher in 2023.

Gallagher was mandated to support the Corporation in reviewing the competitiveness of the remuneration packages of the Chief Executive Officer, the Chief Financial Officer, and the members of the Board compared to market practices.

As part of this review, Gallagher provided benchmarking data from a comparative group comprised of mining companies and more specifically, data from companies in the gold sector and when possible, having operations outside of Canada with a size comparable to the Corporation. Certain larger companies were exceptionally included in the comparative group for executive talent given the development potential of the Corporation. The compensation was compared to the companies of the second quartile.

The conclusions of the analyses done by the Committee are summarized under “Principal Conclusions of the Compensation Study for the Directors and Officers”.

Executive Compensation-Related Fees

No executive compensation-related services were provided to the Corporation in 2025.

All Other Fees

No other services were provided or billed by a compensation consultant or advisor during the two most recent financial years.

Objectives of Executive Compensation

The Board ensures that the Corporation's compensation policies effectively attract and retain highly qualified and experienced executives and directors. All aspects of the remuneration package have the objective to motivate, stimulate, and retain the service of the senior executives and directors with the Corporation. To this effect, the following elements must be taken into account:

Rules of good governance to ensure that the actions taken, in context and out of context, are perceived as being honest, fair, ethical and equitable;
Market comparables for positions with similar roles and responsibilities;
Specifics and differences in the roles and responsibilities of the directors and officers, if any;
The necessity to consider all factors of comparison that are measurable and non-measurable; and
The limitations of using market data for comparison purposes.

In establishing and implementing policies covering base salaries, benefits, cash bonuses and stock options, the Board will continue to consider the recommendations of officers of the Corporation, but may from time to time refer to other comparable corporate situations and to the advice of independent consultants.

The Corporation's compensation policy emphasizes competitive base salaries and bonus plan.

Base salaries are determined through analysis of salaries paid by comparable employers, as well as on the basis of individual performance as determined by the degree of achievement of business and operating goals.

To further align the interests of management with those of the Corporation's shareholders, stock options are granted to admissible persons under the Stock Option Plan, which is further described below under

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the heading "Stock Option Plan". Pursuant to the Stock Option Plan, optionees may acquire Common Shares at the fair market value on the date of the grant. The timing and number of options granted to executive directors and management are determined by the Board. Options are granted from time to time and expire up to ten years from the date of the grant. The number and terms of outstanding options are considered when determining whether and how many new option grants will be made.

When determining individual option grants, the Board takes into consideration the job level of optionees and the level of contribution these individuals make to the Corporation's financial performance.

Incentive Compensation Clawback Policy

In November 2015, the Board approved a written policy on recovery of incentive compensation (the "Clawback Policy") which applies to the current or former executive officers of the Corporation (the "Covered Executive Officers"). The Clawback Policy affects any annual incentives and long-term incentives with performance-based features (including bonuses, stock options, DSU (as defined hereinafter), performance shares or other equity-based compensation) (collectively, the "Incentive Compensation") paid, granted, vested or accrued to Covered Executive officers after October 31, 2015.

In the event of a restatement of the reported financial or operating results of the Corporation due to material non-compliance with financial reporting requirements, the objective of the Clawback Policy is to establish and reserve the right of the Corporation to require recovery of Incentive Compensation that would not otherwise have been paid if the correct Corporation performance data had been used to determine the amount payable.

In making its determination to seek recovery, the Committee shall consider such factors as it deems appropriate, including among other things, whether the Covered Executive officers have engaged in misconduct or negligent conduct that caused or contributed to the restatement of the Corporation's or segment's reported financial or operating results, and the amount of the overpayment.

The recovery period under the Clawback Policy expires at the end of the third financial year following the year for which the inaccurate performance criteria were reported.

Principal Conclusions of the 2023 Compensation Study for the Directors and Officers

The study by the external consultant on the ranking of the total remuneration of the Chief Executive Officer and the Chief Financial Officer established that the remuneration policy of the Corporation is below the market with regard to the Chief Executive Officer and the Chief Financial Officer. The 2018 adjustments re-established the management salaries at a comparable level with average peers' market at 2015 dollar value.

Gallagher's latest review of the remuneration of directors of the Corporation revealed that their compensation was not competitive with that offered on the market. Director compensation was compared to market data on companies in the first quartile. A simulation of the total compensation of a director who is a member of a committee other than the Audit and Risk Management Committee showed a difference of about $25\%$ compared to market peers.

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Remuneration policy for the Officers and Directors for 2025

The remuneration policy of the Corporation includes the following:

Group Insurance policy:

In 2010, the Corporation put in place a group insurance policy for the benefit of the Corporation's employees which includes the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer.

Salary/compensation of the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer:

In 2025, the salary of the Chief Executive Officer was $437,200, the salary of the Chief Financial Officer was $207,967, and the salary of the Chief Operating Officer was $311,458.

Registered Retirement Savings Plan ("RRSP") for the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer:

The Corporation contributes to the RRSPs of the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer to an amount equal to the contribution made respectively by such executives, not to exceed 50% of the maximum annual limit prescribed by tax legislation. The Corporation's contribution can be re-evaluated in the future and increased accordingly.

Stock Option Plan and Grant of Stock Options:

The Stock Option Plan has established a fixed number of stock options that can be granted. The number of stock options that can be granted currently corresponds to approximately 10% of the total Common Shares in circulation. This amount can be modified by the Board with the approval of the TSX.

The stock options may be exercised during a period determined by the Board, which may vary, but will not exceed ten years from the date of the grant. In 2025, 248,500 options were granted to officers and directors of the Corporation.

DSU Plan (as defined hereinafter):

Effective July 1, 2024, the Corporation terminated its Deferred Share Unit Plan ("DSU Plan"), it being understood that the DSU Plan continues to have effect only for the purposes of DSUs previously credited under the DSU Plan, which shall remain outstanding and be settled in due course in accordance with the terms of the DSU Plan.

MSU Plan (as defined hereinafter):

Effective January 1, 2024, the Corporation put in place a Monetary Share Unit Plan ("MSU Plan"), whereby the Board may grant MSU to its directors and officers as part of their long-term compensation package, entitling them to receive payout in cash. The MSUs granted are scheduled for payout after three years or upon the departure of the participants. The value of the payout is determined by multiplying the number of MSUs by the average closing price of the Corporation's shares over the last five trading days preceding the end of the three-year period or the departure date. During 2025, 110,728 MSU were granted to directors and officers, and 3,348 MSU were settled.

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PSU Plan (as defined hereinafter):

Effective January 1, 2024, the Corporation put in place a Performance Share Unit Plan ("PSU Plan"), whereby the Board may grant PSU to its officers as part of their long-term compensation package, entitling them to receive payout in cash if the vesting conditions are met. The vesting conditions are based on the market conditions and both the Corporation's performance and individual performance. The PSUs granted are scheduled for payout after three years provided that the applicable vesting conditions are met at the end of the performance cycle. The number of PSUs is based on various criteria including the officer's individual performance and the Corporation's share price at the beginning of the year. The value of the payout is determined by multiplying the number of PSUs vested at the end of the performance cycle by the average closing price of the Corporation's shares in the last five trading days prior to the end of said performance cycle. During 2025, no PSU were granted to officers and no PSU were settled.

Base Salary

Base salaries are reassessed at the beginning of each financial year. The Committee makes recommendations for adjustments in the base salaries of the Named Executive Officers. The base salaries of the Named Executive Officers last year were as follows:

Name	Title	Base Annual Salary (In $)
Jean Martineau	President and Chief Executive Officer	437,200
Léonard Teoli	Vice-President and Chief Financial Officer (1)	135,378
Stéphane Lemarié	Vice-President and Chief Financial Officer (2)	207,967
Daniel Misiano	Chief Operating Officer	311,548
Martin Houde	Director of metallurgy	220,000
Bartolomé Puigros	General Manager, Peruvian subsidiary	211,516

(1) Up to April 30, 2025;
(2) From May 1, 2025;

Properly structured base salaries enable the Corporation to attract and retain highly skilled and talented employees. The Corporation's base salaries recognize those employees who exceed expectations.

Cash bonuses

During the financial year ended on December 31, 2025, the following cash bonuses were paid to the Named Executive Officers:

Name	Title	Cash Bonuses (In $)
Jean Martineau	President and Chief Executive Officer	168,300
Léonard Teoli	Vice-President and Chief Financial Officer (1)	81,530
Stéphane Lemarié	Vice-President and Chief Financial Officer (2)	26,000
Daniel Misiano	Chief Operating Officer	-
Martin Houde	Director of metallurgy	-
Bartolomé Puigros	General manager Peruvian subsidiary	-

(1) Up to April 30, 2025;
(2) From May 1, 2025;

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Long-term Incentive Compensation

Long-term incentive compensation provides an effective retention measure of key senior executives and directors. The establishment of a balance between short- and long-term compensation is essential for the Corporation's sustained performance, including its ability to attract, motivate and retain a pool of talented executives and directors in a very competitive employment market. The Corporation has three long-term compensation plans: the Stock Option Plan, the MSU Plan, and the PSU Plan.

Effective July 1, 2024, the Corporation terminated its DSU Plan, it being understood that the DSU Plan continues to have effect only for the purposes of DSU previously credited under the DSU Plan, which shall remain outstanding and be settled in due course in accordance with the terms of the DSU Plan. Upon termination of the DSU Plan, 1,000,000 Common Shares were authorized and reserved for issuance under the DSU Plan.

The Stock Option Plan is for key employees, directors and officers, and encourages them to acquire shares of the Corporation's share capital, which increases their interest therein, motivates them to stay with the Corporation and its subsidiaries, and gives them an added incentive to make a greater personal effort on their own behalf. The Black-Scholes calculation method and/or the Monte Carlo model are used to determine the value of the stock options at the date of grant.

The President and Chief Executive Officer makes suggestions to the Committee concerning the grant of options. Upon review of such suggestions, the Committee makes a proposal to the Board which may in turn approve as submitted, amend or reject the proposal. When suggestions for the grant of options are submitted, the Committee assesses the status of the reserve of stock options and the potential dilution involved.

Effective January 1, 2024, the Corporation put in place an MSU Plan, whereby the Board may grant MSUs to its directors and officers as part of their long-term compensation package, entitling them to receive payout in cash. The MSUs granted are scheduled for payout after three years or upon the departure of the participants. The value of the payout is determined by multiplying the number of MSUs by the average closing price of the Corporation's shares over the last five trading days preceding the end of the three-year period or the departure date.

Effective January 1, 2024, the Corporation put in place a PSU Plan, whereby the Board may grant PSU to its officers as part of their long-term compensation package, entitling them to receive payout in cash if the vesting conditions are met. The vesting conditions are based on the market conditions, and both the Corporation's performance and individual performance. The PSUs granted are scheduled for payout after three years provided that the applicable vesting conditions are met at the end of the performance cycle. The number of PSUs is based on various criteria including the officer's individual performance and the Corporation's share price at the beginning of the year. The value of the payout is determined by multiplying the number of PSUs vested at the end of the performance cycle by the average closing price of the Corporation's shares in the last five trading days prior to the end of said performance cycle.

The aggregate value of equity awards issued annually to a non-employee director under the Corporation's long-term incentive compensation plans may not exceed $150,000, of which no more than $100,000 may be in the form of stock options.

Pension Plan and Benefits

The Corporation has in place a group insurance policy for the benefit of the key employees in Canada. The Corporation contributes to the RRSP of the Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer. Please refer to the above heading "Remuneration Policy for the Directors and Officers for 2025".

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Termination and Change of Control

The Corporation has concluded employment agreements with the Named Executive Officers to provide a consistent and comprehensive framework of employment for each executive officer. These agreements cover the job description, obligations, aggregate compensation, as well as the clauses concerning termination of employment for cause, without cause, and in the event of a change of control. If the position of the President and Chief Executive Officer is terminated without cause or following a change of control, the Corporation will pay the President and Chief Executive Officer an amount equal to 24 months of his base salary. If the position of the Vice-President and Chief Financial Officer is terminated without cause or following a change of control, the Corporation will pay the Vice-President and Chief Financial Officer an amount equal to 12 months of his base salary. If the position of the Chief Operating Officer is terminated without cause or following a change of control, the Corporation will pay the Chief Operating Officer an amount equal to 4 months of his base salary.

The following table indicates the amounts that would be paid in the event that the employment of a Named Executive Officer is terminated without cause or following a change of control, as of December 31, 2025.

Name	Title	Without Cause ($)	Change of Control ($)
Jean Martineau	President and Chief Executive Officer	874,400	874,400
Léonard Teoli	Vice-President and Chief Financial Officer (1)	-	-
Stéphane Lemarié	Vice-President and Chief Financial Officer (2)	220,000	220,000
Daniel Misiano	Chief Operating Officer	108,333	108,333
Martin Houde	Director of metallurgy	-	-
Bartolomé Puigros	General Manager, Peruvian subsidiary	-	-

(1) Up to April 30, 2025;
(2) From May 1, 2025;

Summary Compensation Table

The table below presents certain information on the compensation paid to our Named Executive Officers for 2025, namely the President and Chief Executive Officer, the Vice-President and Chief Financial Officer and the three most highly compensated individuals, that must be disclosed in accordance with the applicable securities regulations (the "Named Executive Officers"). "Named Executive Officers" means the following persons:

(a) the Chief Executive Officer;
(b) the Chief Financial Officer;
(c) each of the Corporation's three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonuses exceed $150,000; and
(d) any additional individuals for whom disclosure would have been provided under (c), except that the individual was not serving as an officer of the Corporation at the end of the most recently completed financial year.

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Name and Principal Position	Year	Salary ($)	Share-Based Awards (DSU and MSU) (1)	Option-Based Awards (2) ($)	Non-Equity Incentive Plan Compensation ($)		Pension Value ($)	All Other Compensation (3) ($)	Total Compensation ($)
					Annual Incentive Plan	Long-Term Incentive
Jean Martineau	2025	437,200	80,000	33,000	168,300	-	-	15,001	733,501
President and Chief Executive Officer	2024	423,200	79,997	29,725	250,050	-	-	-	782,972
	2023	380,600	69,100	110,000	185,500	-	-	-	745,200
Léonard Teoli (4)	2025	135,378	13,333	-	81,530	29,671	-	15,780	275,692
Vice-President and Chief Financial Officer	2024	297,350	39,999	14,500	130,715	-	-	15,390	497,954
	2023	274,050	34,550	17,600	102,300	-	-	14,605	443,105
Stéphane Lemarié (5)	2025	207,967	26,667	118,400	26,000	-	-	-	379,034
Vice-President and Chief Financial Officer	2024	178,000	-	-	17,000	-	-	-	195,000
	2023	155,000	-	-	15,000	-	-	-	170,000
Daniel Misiano (6)	2025	311,458	40,000	213,300	-	-	-	3,600	568,358
Chief Operating Officer	2024	37,550	-	-	-	-	-	561	38,061
Martin Houde (7)	2025	220,000	-	49,200	-	-	-	-	269,200
Director of metallurgy	2024	35,834	-	-	-	-	-	-	35,834
Bartolomé Puigros (8) (9)	2025	211,516	-	-	11,134 (10)	-	-	-	222,650
General Manager, Peruvian subsidiary	2024	58,417	-	-	-	-	-	-	58,417

Notes:
(1) The fair value of share-based awards is based on the closing price of the Common Shares on the date of each award.
(2) The fair value of option-based awards is estimated using the Black-Scholes and/or Monte Carlo methodology.
(3) Contribution made by the Corporation to the RRSP of the Named Executive Officers.
(4) Léonard Teoli was Vice-President and Chief Financial Officer up to April 2025.
(5) Stéphane Lemarié was appointed Vice-President and Chief Financial Officer in May 2025.
(6) Daniel Misiano was appointed Chief Operating Officer in November 2024.
(7) Martin Houde was appointed Director of Metallurgy in November 2024.
(8) Bartolomé Puigros was appointed General Manager of the main Peruvian subsidiary in October 2024.
(9) All amounts paid in local currency are converted using an annual average exchange rate.
(10) Under Peruvian labour laws, the Corporation is required to distribute 8% of its annual taxable income to employees of each of its Peruvian subsidiaries.

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Outstanding Option-Based Awards and Share-Based Awards at the End of the 2025 Financial Year

	Option-based Awards					Share-based Awards (DSU and MSU)
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options (1) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested	Market or payout value of vested share-based awards (2) not paid out or distributed ($)
Jean Martineau	33,000	4.54	09/29/2030	43,890	33,000	n/a	1,003,952
	20,500	5.12	09/13/2029	15,375	13,667	n/a
	125,000	3.08	05/19/2030	348,750	-	n/a
	75,000	1.80	01/27/2028	305,250	-	n/a
Léonard Teoli	10,000	5.12	09/13/2029	7,500	6,667	n/a	-
Stéphane Lemarié	9,000	4.54	09/29/2030	11,970	9,000	n/a	29,109
	30,000	5.02	08/08/2032	25,500	22,500	n/a
	40,000	5.54	02/26/2032	13,200	40,000	n/a
	6,000	1.80	01/27/2028	24,420	-	n/a
Daniel Misiano	16,500	4.54	09/29/2030	21,945	16,500	n/a	51,339
	120,000	5.54	02/26/2032	39,600	120,000	n/a
Martin Houde	30,000	5.54	02/26/2032	9,900	30,000	n/a	-
Bartolomé Puigros	-	-	-	-	-	-	-

Notes:
(1) On December 31, 2025, the difference between the closing price of the Common Shares ($5.87) and the option exercise price.
(2) DSU and MSU

Incentive Plan Awards – Value Vested or Earned During the Year

Name	Option-based awards – Value vested during the year (1) ($)	Share-based awards – Value vested during the year (DSUs and MSUs) (2) ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Jean Martineau	-	80,000	168,300
Léonard Teoli	-	13,333	81,530
Stéphane Lemarié	4,300	26,667	26,000
Daniel Misiano	-	40,000	-
Martin Houde	-	-	-
Bartolomé Puigros	-	-	-

Notes:
(1) The value vested during the year is determined according to the closing price on the TSX on the day the options became exercisable, minus the amount to be paid by the Named Executive Officer for exercising his options.
(2) Determined based on number of DSU earned at the share price value at the date of grant.

A description of the Corporation's Stock Option Plan and DSU Plan is provided under the following section entitled "Compensation of Directors".

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COMPENSATION OF DIRECTORS

During the 2025 financial year, non-employee directors of the Corporation were paid an annual retainer of $42,600 and a per-meeting fee of $1,000 for each meeting of the Board attended. For the 2025 year, the Chair of the Board was paid an annual retainer of $63,000. The Chair of the Audit and Risk Management Committee was paid an annual retainer of $10,200, and all other members of the Audit and Risk Management Committee were paid an annual retainer of $5,100 and a per-meeting fee of $1,000 for each meeting of the Audit and Risk Management Committee attended or $1,000 for each meeting attended via telephone conference. An annual retainer of $5,100 was paid to each non-employee director serving as chair on another committee of the Board and all other members were paid an annual retainer of $3,500, as well as a per-meeting fee of $1,000 for each meeting of the committee of the Board attended or $1,000 for each meeting attended via telephone conference.

In addition to stock options, non-employee directors of the Corporation each received the equivalent of $40,000 in MSU, the Chair of Committees received the equivalent of $60,000 in MSU, and the Chair of the Board received the equivalent of $80,000 in MSU for 2025.

Since January 1, 2015, non-employee directors do not automatically receive stock options. However, newly appointed directors receive 25,000 stock options when they join the Board.

The table below indicates the components of the compensation paid to the directors in 2025.

Director Compensation Table

Name	Fees Earned ($)	Share-Based Awards (2) ($)	Option-Based Awards (3) ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation (4) ($)	Total ($)
Jean Martineau(1)	-	-	-	-	-	-	-
Pierre Lépine	79,000	80,000	-	-	-	-	150,000
Pierre Béliveau	114,107	60,000	-	-	-	-	174,107
Réjean Gourde	93,800	60,000	-	-	-	-	153,800
Isabel Rocha	69,700	60,000	-	-	-	7,600	137,300
Philippe Chave	78,200	60,000	-	-	-		148,200
Rocio Rodriguez-Perrot	111,469	40,000	-	-	-		151,469
Cyril Gradis	78,600	40,000	-	-	-		118,600

Notes:
(1) Jean Martineau is President and Chief Executive Officer of the Corporation and does not receive any director fees. Mr. Martineau's compensation is disclosed in the Summary Compensation Table and elsewhere in this Proxy Circular.
(2) The value of the share-based awards reflects the closing price of the Common Shares on the applicable dates of grant: June 17, 2025 (average last 5 days) ($4.52) and December 31, 2025 (average last 5 days) ($5.74).
(3) The fair value of option-based awards at the date of grant is estimated using the Black-Scholes and/or the Monte Carlo methodology.
(4) Professional fees charged for environmental management consultancy.

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Director Outstanding Option-Based Awards and Share-Based Awards at the End of the 2025 Financial Year

	Option-based Awards				Share-based Awards
Name (1)	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options (2) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed (DSU and MSU) (2)
Pierre Lépine	50,000	1.80	01/27/2028	203,500	n/a	n/a	817,585
Pierre Béliveau	25,000	5.47	11/12/2029	10,000	n/a	n/a	88,385
Réjean Gourde	-	-	-	-	n/a	n/a	528,676
Isabel Rocha	7,500	1.80	01/27/2028	30,525	n/a	n/a	507,221
Philippe Chave	-	-	-	-	n/a	n/a	314,215
Rocio Rodriguez Perrot	-	-	-	-	n/a	n/a	247,908
Cyril Gradis	6,300	3.08	05/19/2030	17,577	n/a	n/a	142,670

Director Incentive Plan Awards – Value Vested or Earned During the Year

Name (1)	Option-based awards – Value vested during the year ($) (2)	Share-based awards – Value vested during the year (DSUs and MSUs) ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Pierre Lépine	-	80,000	n/a
Pierre Béliveau	-	60,000	n/a
Réjean Gourde	-	60,000	n/a
Isabel Rocha	-	60,000	n/a
Philippe Chave	-	60,000	n/a
Rocio Rodriguez Perrot	-	40,000	n/a
Cyril Gradis	-	40,000	n/a

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Stock Option Plan

On August 14, 2007, the Board approved the Stock Option Plan. The purpose of the Stock Option Plan is to advance the interests of the Corporation by encouraging the directors, officers, management, consultants and employees of the Corporation and its subsidiaries to acquire shares in the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and its subsidiaries and furnishing them with additional incentive in their efforts on behalf of the Corporation and its subsidiaries. Further to the termination of the DSU Plan, the Stock Option Plan is the only security-based compensation plan of the Corporation as of the date hereof.

Pursuant to the Stock Option Plan, options may be granted in favour of directors, officers, employees and consultants providing ongoing services to the Corporation.

The options granted under the Stock Option Plan, shall be exercised within a period of time fixed by the Board, not to exceed 10 years from the date the option is granted (the "Option Period"). The options shall vest and may be exercised during the Option Period in such manner as the Board may fix by resolution. The options which have vested may be exercised in whole or in part at any time and from time to time during the Option Period. No option may be exercised unless the participant is at the time of such exercise a director, officer, manager, consultant or employee of the Corporation or a subsidiary, except in the case of a consultant, where the option has been granted for a specific service, the option may be exercised only upon completion of that service.

The options granted to the directors may be exercised at the time they are granted.

A total of 2,750,000 Common Shares are reserved for issuance under the Stock Option Plan. As of May 19, 2026, 879,000 options were outstanding (approximately 2.1% of the total number of the then Common Shares issued and outstanding). Such options had an exercise price ranging from $1.75 to $5.54 per share and an expiry date between June 2026 and August 2032.

To ensure that the Stock Option Plan complies with the rules of the TSX, the Stock Option Plan states as follows:

(a) The number of shares which are issuable at any time to insiders under all security-based compensation arrangements may not exceed 10% of the total number of issued and outstanding Common Shares; and
(b) The number of shares issued to insiders under all security-based compensation arrangements during any one-year period may not exceed 10% of the total number of issued and outstanding Common Shares.

The Stock Option Plan limits the aggregate value of equity awards issued annually to a non-employee director to $100,000 under the Stock Option Plan, and to a maximum aggregate value of $150,000 for awards under all equity compensation arrangements combined.

The number of shares subject to an option granted to a participant under the Stock Option Plan shall be determined in a resolution of the Board and no participant shall be granted an option which exceeds 5% of the issued and outstanding Common Shares at the time of granting of the option.

The exercise price of the options granted under the Stock Option Plan is established by the Board subject to the rules of the regulatory authorities having jurisdiction over the securities of the Corporation. The exercise price at the time of the grant of the options shall not be less than the closing market price of the Common Shares listed on the TSX on the day prior to their grant.

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If a participant to the Stock Options Plan shall cease to be a director, officer, manager, consultant or employee of the Corporation or a subsidiary for any reason (other than disability or death), the options granted to such participant may be exercised in whole or in part by the participant during a period commencing on the date of such cessation and ending 90 days thereafter or on the expiry date, whichever comes first. If a participant to the Stock Option Plan shall cease to be a director, officer, manager, consultant or employee of the Corporation or a subsidiary by reason of disability or death, the options granted to such participant may be exercised in whole or in part by the participant, during a period commencing on the date of such termination and ending one year thereafter or on the expiry date, whichever comes first.

All benefits, rights and options accruing to any participant in accordance with the terms and conditions of the Stock Option Plan shall not be transferable. All options and such benefits and rights may only be exercised by the participant or eligible employee.

Shareholder approval shall be required for any of the following amendments to be made to the Stock Option Plan:

(a) any amendment to the number of shares issuable under the Stock Option Plan, including an increase in the fixed maximum number of shares or a change from a fixed maximum number of shares to a fixed maximum percentage. A change to a fixed maximum percentage which was previously approved by shareholders will not require additional shareholder approval;

(b) a reduction in the option price (other than for standard anti-dilution purposes) held by or benefiting any participant;

(c) an increase in the maximum number of shares that may be issued to insiders within any one-year period or that are issuable to insiders at any time;

(d) an extension of the term of an option held by or benefiting any participant;

(e) any change to the definition of "Participant" included in the Stock Option Plan which would have the potential of broadening or increasing insider participation;

(f) any change which removes or increases the limits on non-employee director participation;

(g) any change which allows for the transfer of options other than for normal estate settlement purposes;

(h) the addition of any form of financial assistance;

(i) any amendment to a financial assistance provision which is more favourable to optionees;

(j) the addition of a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying securities from the Stock Option Plan reserve;

(k) the addition of a deferred or restricted share unit or any other provision which results in optionees receiving securities while no cash consideration is received by the Corporation;

(l) any amendment to the amendment provisions of the Stock Option Plan; and

(m) any other amendments that may lead to significant or unreasonable dilution in the

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Corporation's outstanding securities or may provide additional benefits to the participants of the Stock Option Plan, especially insiders, at the expense of the Corporation and its existing shareholders.

The Board may, without the approval of the shareholders of the Corporation but subject to receipt of requisite approval from the TSX, in its sole discretion make any other amendments to the Stock Option Plan, including:

(a) any amendment of a housekeeping nature;
(b) a change to the vesting provisions of an option or the Stock Option Plan;
(c) a change to the termination provisions of an option or the Stock Option Plan which does not entail an extension beyond the original expiry date; and
(d) the addition of cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying securities from the Stock Option Plan reserve.

Under the Stock Option Plan, in the event that the outstanding shares of the Corporation are changed into or exchanged for a different number of kind of shares or other securities of the Corporation, or in the event that there is a reorganization, amalgamation, consolidation, subdivision, reclassification, dividend payable in capital stock or other change in capital stock of the Corporation, then each participant holding an option shall thereafter upon the exercise of the option granted to him, be entitled to receive, in lieu of the number of shares to which the participant was theretofore entitled upon such exercise, the kind and amount of shares or other securities or property which the participant would have been entitled to receive as a result of any such event if, on the effective date thereof, the participant had been the holder of the shares to which he was theretofore entitled upon such exercise.

In the event the Corporation proposes to amalgamate, merge or consolidate with any other Corporation (other than with a wholly-owned subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the shares of the Corporation or any part thereof shall be made to all holders of shares of the Corporation, the Corporation shall have the right, upon written notice thereof to each participant, to require the exercise of the option granted pursuant to the Stock Option Plan within the 30 day period next following the date of such notice and to determine that upon such 30 day period, all rights of the participant to exercise same (to the extent not theretofore exercised) shall ipso facto terminate and cease to have any further force or effect whatsoever.

Under the Stock Option Plan, in the event that the term of an option expires during such period of time during which insiders are prohibited from trading in shares as provided by the Corporation's insider trading policy, as it may be implemented and amended from time to time (a "Blackout Period") or within 10 business days thereafter, the option shall expire on the date that is 10 business days following the Blackout Period.

Deferred Share Unit Plan

The Corporation's deferred share unit plan (the "DSU Plan") adopted by the Board in May 2015 was terminated effective July 1, 2024, it being understood that the DSU Plan continues to have effect only for the purposes of DSU previously credited under the DSU Plan, which shall remain outstanding and be settled in due course in accordance with the terms of the DSU Plan.

Deferred share units ("DSU") were credited to an eligible participant's account, the value of which, on a particular date, shall be equal to the fair market value of a Common Share for such date. The fair market value for a particular date is deemed to be the volume weighted average trading price of the Common

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Share on the TSX on the five trading days prior to such date. Under no circumstances shall DSU be considered Common Shares nor shall they entitle any participant to exercise voting rights or any other rights attaching to the ownership or control of Common Shares, including, without limitation, rights on liquidation, nor shall any participant be considered the owner of any Common Shares to be delivered under the DSU Plan until the date of purchase or issuance of such Common Shares, as elected by the Board. The DSU are credited to the participant's account on the award date, unless a vesting schedule or performance criteria had been approved by the Board at its discretion.

The DSU will be redeemed by a participant on up to two dates elected by such participant which are at least 60 days following the separation date or no later than December 15 of the calendar year following the calendar year in which the separation date occurs. The separation date is the earliest date on which all three of the following conditions are satisfied: (i) the participant ceases to be a director or senior officer of the Corporation for any reason other than death; (ii) the participant is neither a director nor a senior officer of the Corporation; and (iii) the participant is no longer employed by the Corporation in any capacity.

In the event of the death of a participant, the Corporation will pay the DSU credited to such participant's account within 15 days of the participant's death or by the last day of the calendar year commencing immediately after the participant's separation date if earlier, in each case to or for the benefit of the beneficiary of the participant. If the participant filed an election of a redemption date prior to his death, the payment of the participant's DSU shall be made within 15 days of the participant's elected redemption date.

The Board may, in its absolute discretion, elect one or any combination of the following payment methods for the DSU credited to a participant's account on the participant's termination date: (a) issuing Common Shares to the participant or the participant's beneficiary, as the case may be; or (b) causing a broker to purchase shares on the TSX for the account of the participant or the participant's beneficiary, as the case may be.

Upon termination of the DSU Plan, 1,000,000 Common Shares were authorized and reserved for issuance under the DSU Plan.

Where common shares are purchased on the TSX to be delivered to the participant, the Corporation will remit, in cash, to a broker, the product of (a) the number of DSU credited to the participant's account as at the termination date which the participant has elected to have redeemed and (b) the fair market value on the redemption date, net of applicable withholding taxes, for the purpose of purchasing Common Shares on the TSX for the account of the participant. Common Shares purchased by the broker, and any cash remaining from the amount remitted by the Corporation to purchase Common Shares shall then be delivered to the participant.

In the event of any reorganization of the Corporation, the Board shall take all necessary action so as to make all necessary adjustments in the number and kind of securities subject to any DSU outstanding at the time of such reorganization and the exercise price thereof.

The rights or interests of a participant under the DSU Plan, including the DSU, shall not be assignable or transferable, otherwise than in case of death, and such rights or interests shall not be encumbered by any means.

As of May 19, 2026, 507,009 DSU were earned and outstanding.

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Equity Compensation Plan Information

The following table shows, as of December 31, 2025, aggregated information for the Corporation's Stock Option Plan and the DSU Plan, the two compensation plans under which equity securities of the Corporation are authorized for issuance.

Plan Category	Number of Common Shares to be issued upon exercise of outstanding options / DSU	Weighted average exercise price of outstanding options / DSU	Number of Common Shares remaining available for future issuance under the Plan
Equity compensation plan of the Corporation approved by the Shareholders:
• Stock Option Plan(1)	944,675	$3.91	625,445
• DSU Plan(2)	507,009	N/A	142,765
Equity compensation plan not approved by the Shareholders	N/A	N/A	N/A
Total	1,451,684	$3.91	768,210

Notes:
(1) As of December 31, 2025, a maximum number of 2,750,000 Common Shares could be issued under the Stock Option Plan, of which 944,675 were reserved for outstanding options and of which 625,445 remained available for future grants of options.
(2) As of December 31, 2025, a maximum number of 1,000,000 Common Shares could be issued under the DSU Plan, of which 507,009 were reserved for outstanding DSU.

Burn Rate of Awards Granted under the Stock Option Plan and DSU Plan

In accordance with the requirements of section 613 of the TSX Company Manual, the following table sets out the burn rate of awards granted under the Stock option Plan and DSU Plan as of the end of the financial year ended December 31, 2025 and for the two preceding financial years. The burn rate is calculated by dividing the number of awards granted under the relevant plan during the relevant fiscal year by the weighted average number of securities outstanding for the applicable fiscal year.

	Fiscal Year ended December 31, 2025	Fiscal Year ended December 31, 2024	Fiscal Year ended December 31, 2023
Annual Burn Rate of the Stock Option Plan	1.19%	0.19%	1.28%
Annual Burn Rate of the DSU Plan	0.00%	0.13%	0.35%

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PERFORMANCE GRAPH

The following performance graph shows a comparison between the cumulative return for a shareholder, assuming an investment of $100 was made on December 31, 2020 and the total cumulative return of the S&P/TSX Composite Index for the same period.

	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2025
Dynacor Group Inc.	$100.00	$176.54	$162.57	$223.46	$321.23	$327.93
S&P/TSX Composite Index	$100.00	$121.74	$111.19	$120.22	$141.84	$181.91

There is no direct correlation between the trend of the Corporation's stock performance evidenced by the table above and the Corporation's compensation to executive officers over the period of reference. The stock prices of industrial mining corporations are very volatile and subject to market conditions.

Rather than being based on the performance of the Corporation's stock price, the trend of the Corporation's compensation to executive officers has evolved positively to reflect their achievement of important projects for the Corporation and the Corporation's financial and operational performance.

Normal Course Issuer Bid

On May 4, 2026, the Corporation obtained regulatory approval enabling it to purchase for cancellation up to 3,845,230 or approximately 10% of its public float as of April 30, 2026, pursuant to a normal course issuer bid.

Purchases under the normal course issuer bid will terminate on May 5, 2027, or on such earlier date as the Corporation may complete the maximum number of purchases permitted under the bid. Purchases will be made on the open market through the facilities of the TSX and certain Alternative Trading Systems. The price which the Corporation will pay for any shares purchased will be the market price of the shares at the time of acquisition.

The extent to which Dynacor repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations, as determined by Dynacor's management team. The Corporation will use funds from its existing cash balances to purchase the shares.

Dynacor

Under the previously approved bid ended on May 5, 2026, Dynacor could repurchase up to 3,850,649 Common Shares. The actual number of Common Shares repurchased under the previous program was 508,500, with a weighted average price of $4.59 per share.

A copy of the Corporation's Notice of Intention to make a normal course issuer bid may be obtained, without charge, on request to Jean Martineau, President and Chief Executive Officer of the Corporation at 606 Cathcart Street, suite 640, Montréal, Québec H3B 1K9.

Indebtedness of Directors and Executive Officers

There is no indebtedness outstanding with any current or former director, executive officer or employee of the Corporation or its subsidiaries which is owing to the Corporation or its subsidiaries, or which is owing to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries, entered into in connection with a purchase of securities or otherwise.

Interest of Informed Persons in Material Transactions

To the knowledge of the Corporation, no informed person of the Corporation, proposed director of the Corporation, or any associate or affiliate of the foregoing has had any material interest, direct or indirect, in any transaction since the beginning of the most recently completed financial year of the Corporation or in any proposed transaction which has materially affected or would materially affect the Corporation or one of its subsidiaries.

Directors' and Officers' Liability Insurance

The Corporation maintains directors' and officers' liability insurance on behalf of the directors and officers of the Corporation. For the financial year ended December 31, 2025, the maximum coverage was $20,000,000, subject to a deductible of $75,000 per loss. The current annual premium amounts to $69,500.

AUDIT AND RISK MANAGEMENT COMMITTEE INFORMATION

Reference is made to Section entitled "Audit and Risk Management Committee Information" of the Corporation's Annual Information Form ("AIF"), dated March 24, 2026, that contains the information required by section 5.1 and Form 52-110F1 of Regulation 52-110 respecting Audit Committees ("Regulation 52-110") of the Canadian Securities Administrators. The Corporation's AIF is available on SEDAR+ at www.sedarplus.ca and a copy of same will be provided free of charge, upon request, to any shareholder of the Corporation.

Audit and Risk Management Committee Charter

The Audit and Risk Management Committee has a formal charter, the text of which is attached to the AIF and available online on the Corporation's Corporate Governance page at www.dynacor.com.

The Audit and Risk Management Committee Charter sets out the mandate and responsibilities of the Audit and Risk Management Committee after careful consideration of Regulation 52-110 and other applicable policies.

Dynacor

Composition of Audit and Risk Management Committee

Name	Independent	Financially Literate
Pierre Béliveau (Chair)	Yes	Yes
Réjean Gourde	Yes	Yes
Rocio Rodriguez-Perrot	Yes	Yes

The Audit and Risk Management Committee currently comprises three directors, all of whom are independent within the meaning of Regulation 52-110. All members of the Committee are “financially literate” and have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

Relevant Education and Experience - Pierre Béliveau

Pierre Béliveau, CPA, brings over 35 years’ business leadership experience, built over a career which has included corporate and operational senior finance roles with publicly traded mining companies operating internationally. At IAMGOLD, he helped start up two gold mines in challenging jurisdictions in West Africa and Latin America, oversaw the company’s financial reporting process and teams, and implemented a governance department. His IAMGOLD career is enriched by over 10 years of expatriate assignments in West Africa and a three-year mandate in Suriname. A passionate advocate of operational efficiency, Mr. Béliveau has transformed projects and operations through his leadership of ERP system implementation and Lean Six Sigma certification.

Mr. Béliveau began his career at PWC (formerly PW) where he also worked with clients in the mining industry. Previously, he sat on the committee of IAMGOLD Essakane, a subsidiary board, between 2016 and 2019. He holds a B.A.A. in accounting from Université du Québec à Montreal, and has been a member of the Order of Chartered Professional Accountants of Québec since 1988.

Mr. Béliveau is Chair of the Corporation's Audit and Risk Management Committee.

Réjean Gourde

Réjean Gourde is a senior mining executive with over 40-year track record in mining operations, corporate development and management of intermediate gold producers. From 1994 to 2006, Réjean was Senior VP of the Guiana Shield Division at Cambior Inc. (now IAMGOLD) and was responsible for the operations of the Omai Gold Mines in Guyana and Rosebel Gold Mines in Suriname. From 2007, Mr. Gourde worked as a mining consultant on mining projects such as IAMGOLD’s Essakane and Bomboré projects in West Africa, and other projects in Guyana and Peru.

Mr. Gourde serves on the board of G Mining Ventures and previously was director of Radisson Mining Resources. He earned a degree in mine engineering from Polytechnique Montreal and is a registered Professional Engineer in Quebec.

Mr. Gourde is Chair of the Corporation's Governance, Nomination and Compensation Committee.

Dynacor

Rocio Rodriguez-Perrot

Rocio Rodriguez-Perrot is a certified board director and an international business lawyer with over 10 years of legal advisory experience with international companies. She has been practicing with the law firm Rossello since 2013, leading legal counsel for the foundation and development of foreign companies in Peru. Since 2016, she also directs IN Group (France)'s Peruvian business.

Ms. Rodriguez-Perrot brings a strong track record in international trade, negotiation and market entry strategies from her four-year tenure as French Foreign Trade Advisor - Peru Section. Her public sector advisory experience is complemented by industry consultancy mandates at Veolia Environnement in France and at Kutxabank in Spain.

Rocio's leadership is rooted in a strong academic background: She graduated in law from the University of Almería (Spain) and the University of Bologna (Italy), with her qualifications validated in Peru (2013). She also earned a master's degree in management of international projects from ESCP Business School (France) and is a member of the French Institute of Board Directors (IFA).

The members of the Corporation's audit and risk management committee have provided the information disclosed herein above.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on exemptions in Section 2.4 of Regulation 52-110 (De Minimis Non-Audit Services) or any exemption, in whole or in part, provided by Parts 3 and 8 of Regulation 52-110.

Audit and Risk Management Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year has any recommendation by the Audit and Risk Management Committee with regard to the appointment and/or compensation of the Corporation's external auditors not been adopted by the Board.

Pre-Approval Policies and Procedures

The Audit and Risk Management Committee approves the engagement terms for all audit and non-audit services to be provided by the Corporation's accountants before such services are provided to the Corporation or any of its subsidiaries.

External Auditor Service Fees

The fees charged to the Corporation by its external auditors in each of the last two financial years* are as follows:	2025 Financial Year	2024 Financial Year
Audit Fees (1)	233,420	170,377
Audit-Related Fees	60,000	-
Tax Fees	-	-
All Other Fees	-	-
Total	293,420	170,377

Notes:
(1) Include the aggregate fees billed by the Corporation's external auditors (including approximately $66,420) for audit services provided to the Corporation by a local Peruvian audit firm, under the supervision of the Corporation's external auditors.

Dynacor

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board considers good corporate governance to be important to the effective operations of the Corporation and to ensure that the Corporation is managed so as to enhance shareholder value. The Board is responsible for ensuring that the Corporation addresses all relevant corporate governance issues in compliance with the corporate governance guidelines set forth in Policy Statement 58-201 to Corporate Governance Guidelines of the Canadian Securities Administrators.

The Corporation's disclosure of corporate governance practices pursuant to Regulation 58-101 respecting Disclosure of Corporate Governance Practices is set out in Schedule A to this Proxy Circular in the form required by Form 58-101F1.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR+ at www.sedarplus.ca and on the Corporation's website at www.dynacor.com. Financial information is provided in the Corporation's Financial Statements and MD&A for the year ended December 31, 2025, copies of which may be obtained on request to Jean Martineau, President and Chief Executive Officer of the Corporation at 606 Cathcart Street, suite 640, Montréal, Québec H3B 1K9. The Corporation may require the payment of a reasonable charge when the request is made by someone other than a shareholder.

APPROVAL OF CIRCULAR

The Board of the Corporation has approved the contents of the Proxy Circular and its mailing to shareholders.

Montréal, Québec, May 19, 2026.

DYNACOR GROUP INC.

Per: (s) Jean Martineau
Jean Martineau, President and CEO

Dynacor

SCHEDULE A

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

DYNACOR GROUP INC.

(the "Corporation")

The Corporation seeks to attain high standards of corporate governance. The Board of Directors of the Corporation (the "Board") has carefully considered the Corporate Governance Guidelines set forth in Policy Statement 58-201 to Corporate Governance Guideline. A description of the Corporation's corporate governance practices is set out below in response to the requirements of Regulation 58-101 respecting Disclosure of Corporate Governance Practices and in the form set forth in Form 58-101F1.

Form 58-101F1 - Corporate Governance Disclosure	The Corporation's Practices
1. Board of Directors

(a) Disclose the identity of directors who are independent.

(b) Disclose the identity of directors who are not independent, and describe the basis for that determination.

(c) Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the board of directors (the Board) does to facilitate its exercise of independent judgement in carrying out its responsibilities. | The Board is currently composed of eight members. Each of the following members is independent as defined in Regulation 52-110 respecting Audit Committees: Pierre Lépine, Pierre Béliveau, Réjean Gourde, Isabel Rocha, Rocio Rodriguez-Perrot and Cyril Gradis.

These individuals have no direct or indirect material relationship with the Corporation. A “material relationship” is a relationship that could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment.

Jean Martineau is not independent, as he acts as President and Chief Executive Officer of the Corporation.

Philippe Chave meets the independence requirements under Regulation 52-110 respecting Audit Committees. He is, however, considered to have a material relationship with the Corporation due to his position as Chief Executive Officer of the Corporation's largest customer.

A majority of the Corporation's directors are independent. |

Dynacor

Form 58-101F1 - Corporate Governance Disclosure

(d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

(e) Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer's most recently completed financial year. If the independent directors do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent directors.

(f) Disclose whether or not the chair of the Board is an independent director. If the Board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the Board has neither a chair that is independent nor a lead director that is independent, describe what the Board does to provide leadership for its independent directors.

(g) Disclose the attendance record of each director for all Board meetings held since the beginning of the issuer's most recently completed financial year.

2. Board Mandate

(a) Disclose the text of the Board's written mandate. If the Board does not have a written mandate, describe how the Board delineates its role and responsibilities.

The Corporation's Practices

Réjean Gourde is a director of G Mining Ventures Corp.

At each meeting, the independent directors hold private meetings following meetings of the Board, at which members of management are not in attendance.

Six meetings were held by the independent directors during the issuer's most recently completed financial year.

The Chair of the Board, Pierre Lépine, is independent. The Chair of the Board provides independent leadership to the Board with respect to corporate governance and to the performance of the responsibilities included in the mandate of the Board. The Chair of the Board is also responsible for the management, development and efficient performance of the Board. He directs and guides the Board on all aspects of its mandate.

See the table under the heading "Election of Directors" of the Proxy Circular.

The Board has ultimate responsibility to supervise the management of the business and affairs of the Corporation.

Dynacor

Form 58-101F1 - Corporate Governance Disclosure

The Corporation's Practices

The Board monitors the manner in which the Corporation conducts its business as well as the senior executives responsible for the day-to-day operations of the Corporation. It sets the Corporation's policies, assesses their implementation by management and reviews the results.

The prime stewardship responsibility of the Board is to ensure the viability of the Corporation and to ensure that it is managed in the best interest of the Corporation and all its shareholders while taking into account the interests of other stakeholders.

To perform its responsibilities effectively, the Board meets periodically (at least once per quarter) and the committees of the Board meet between these meetings, as needed.

The Board meets informally without the officers at the beginning or end of each meeting of the Board, or, when needed, at other specific times during the year.

A copy of the written mandate of the Board may be accessed on our website at https://dynacor.com/corporate-governance/.

Position Descriptions

(a) Disclose whether the Board has developed written position descriptions for the chair and the chair of each Board committee. If the Board has not developed written position descriptions for the chair and/or the chair of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position.

(b) Disclose whether or not the Board and Chief Executive Officer have developed a written position description for the Chief Executive Officer. If the Board and Chief Executive Officer have not developed such a position description, briefly describe how the Board delineates the role and responsibilities of the Chief Executive Officer.

There are written position descriptions for the Chair of the Board and the Chair of each Board committee. Each is responsible for the management, development and effective performance of the Board or the Board committee, as applicable. Each directs and guides the committee on all aspects of its mandate and takes all reasonable measures to ensure that the committee fulfills its responsibilities.

The Board has drafted a job description for the Chief Executive Officer who is primarily responsible for the overall management of the business and affairs of the Corporation, including establishing the strategic and operational priorities of the Corporation and providing leadership for the effective overall management of the Corporation.

Dynacor

Form 58-101F1 - Corporate Governance Disclosure

The Corporation's Practices

4. Orientation and Continuing Education

(a) Briefly describe what measures the Board takes to orient new directors regarding

(i) the role of the Board, its committees and its directors, and
(ii) the nature and operation of the issuer's business.

(b) Briefly describe what measures, if any, the Board takes to provide continuing education for its directors. If the Board does not provide continuing education, describe how the Board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors.

5. Ethical Business Conduct

(a) Disclose whether or not the Board has adopted a written code for the directors, officers and employees. If the Board has adopted a written code:

All newly elected directors are provided with an orientation as to the nature and operation of the business and affairs of the Corporation and as to the role of the Board and its committees. In addition, ongoing informal discussions between management and members of the Board are encouraged, and formal presentations by management throughout the year in addition to visits to the Corporation's operations are organized.

Continuing education of directors is an ongoing matter. The Board encourages and provides opportunities for all directors to maintain or enhance their skills and abilities and to ensure that their knowledge and understanding of the Corporation's business remains current.

The Governance, Nomination and Compensation Committee makes recommendations in connection with the orientation and education of Board members and ensures that training courses that improve the Board's skillset are regularly offered to the Board members. More specifically, the Governance, Nomination and Compensation Committee, in collaboration with the Environment and Social Responsibility Committee, has the responsibility to oversee environmental, sustainable and corporate governance ("ESG") expertise and education of the Board and the integration of specific ESG responsibilities at appropriate Board committees.

In 2014, the Board adopted a written Code of Business Conduct and Ethics which embeds the Corporation's values and guides the Board, management and the broader workforce as to the expected standards of behaviour. It helps to ensure the appropriate degree of integrity in the Corporation's dealings. The Corporation's personnel and suppliers are also informed of the values and expected behaviour under the Code of Business Conduct and Ethics.

The Corporation's Code of Business Conduct and Ethics is reviewed and updated regularly. It was last reviewed in May 2023.

Dynacor

Form 58-101F1 - Corporate Governance Disclosure	The Corporation’s Practices
(i) disclose how a person or Corporation may obtain a copy of the code;	The Code of Business Conduct and Ethics is available on the Corporation’s website at https://dynacor.com/corporate-governance/, together with the charters of the Board and of each Board committee and other key policies.
(ii) describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board satisfies itself regarding compliance with its code; and	The Board has the responsibility of reviewing and monitoring the controls and procedures within the Corporation to maintain the integrity and accuracy of its financial reporting, internal controls, disclosure controls, management information systems, and compliance with its Code of Business Conduct and Ethics.
	The Corporation periodically asks employees to acknowledge their commitment to the spirit and letter of the Corporation’s Code of Business Conduct and Ethics. A procedure has been put in place so that employees may raise an integrity concern by written or oral communication, which may also be anonymous.
	The Audit and Risk Management Committee also assists the Board in fulfilling its continued examination of the Corporation’s systems of internal controls, to ensure compliance with laws, regulations and with the Corporation’s Code of Business Conduct and Ethics.
(iii) provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.	N/A
(b) Describe any steps the Board takes to ensure directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest.	In order to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest, should it occur, the Board asks the director or executive officer interested in the transaction or agreement to withdraw during the discussions pertaining to such transaction or agreement.

Dynacor

Form 58-101F1 - Corporate Governance Disclosure	The Corporation’s Practices
(c) Describe any other steps the Board takes to encourage and promote a culture of ethical business conduct.	Furthermore, the Corporation is committed to fostering the highest standard of ethics and integrity in the pursuance of all of its activities. Full attendance at Board and committee meetings is expected.

The Corporation also has a comprehensive range of corporate policies which detail the framework for acceptable corporate behaviour and are subject to periodic review, including a Governance Policy, a Disclosure Policy, a Securities Trading Policy, a Majority Voting Policy and a Clawback Policy.

A copy of these policies as well as each Committee’s charter and the Corporation’s Sustainability Statement can be found on the Corporation’s website at https://dynacor.com/corporate-governance/. |
| 6. Nomination of Directors | |
| (a) Describe the process by which the Board identifies new candidates for Board nomination. | The nomination of new candidates for Board nomination is determined by discussions between members of the Board and management. |
| (b) Disclose whether the Board has a nominating committee composed entirely of independent directors. If the Board does not have a nominating committee composed entirely of independent directors, describe what steps the Board takes to encourage an objective nomination process. | The Board has a Governance, Nomination and Compensation Committee composed entirely of independent directors. |
| (c) If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee. | The Governance, Nomination and Compensation Committee identifies and makes recommendations with respect to qualified candidates for nomination as directors, according to the needs of the Board and the skills of the candidates. Proposed nominations are subject to review and approval from the Board.

The responsibilities, powers and operations of the Governance, Nomination and Compensation Committee are described in the charter of the Governance, Nomination and Compensation Committee, which can be found on the Corporation’s website at https://dynacor.com/corporate-governance/. |

Dynacor

Form 58-101F1 - Corporate Governance Disclosure

7. Compensation

(a) Describe the process by which the Board determines the compensation for the issuer's directors and officers.

(b) Disclose whether the Board has a compensation committee composed entirely of independent directors. If the Board does not have a compensation committee composed entirely of independent directors, describe what steps the Board takes to ensure an objective process for determining such compensation.

(c) If the Board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.

8. Other Board Committees

If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

9. Assessments

Disclose whether or not the Board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the Board satisfies itself that the Board, its

The Corporation's Practices

See section under the heading "Analysis of executive compensation" of the Proxy Circular.

The Corporation has a Governance, Nomination and Compensation Committee composed entirely of independent directors.

See section under the heading "Governance, Nomination and Compensation Committee" of the Proxy Circular.

The responsibilities, powers and operations of the Governance, Nomination and Compensation Committee are described in the charter of the Governance, Nomination and Compensation Committee, which can be found on the Corporation's website at https://dynacor.com/corporate-governance/.

Other than the Audit and Risk Management Committee and the Governance, Nomination and Compensation Committee, the Board has created the Environment and Social Responsibility Committee and the Information Technology Committee.

The Environment and Social Responsibility Committee is composed of Isabel Rocha and Philippe Chave.

The Information Technology Committee is composed of Philippe Chave and Cyril Gradis.

The directors, the Board and its committees are assessed on a continued basis by reviewing the attendance and performance.

A review of the performance and effectiveness of the Board, Board committees and directors is undertaken annually. The Board sets the modalities and the process of performance evaluation. Discussions pertaining to (i) the efficiency of the Board and of its committees, and (ii) the participation and the input of

Dynacor

Form 58-101F1 - Corporate Governance Disclosure	The Corporation’s Practices
committees, and its individual directors are performing effectively.	the members thereto are held annually, together with peer reviews and/or auto-evaluations.

10. Director Term Limits and Other Mechanisms of Board Renewal

Disclose whether or not the issuer has adopted term limits for the directors on its board or other mechanisms of board renewal and, if so, include a description of those director term limits or other mechanisms of board renewal. If the issuer has not adopted director term limits or other mechanisms of board renewal, disclose why it has not done so.

It is proposed that each of the persons elected as a director at the Meeting will serve until the close of the next annual meeting of the Corporation or until their respective successor is elected or appointed. The Board did not deem appropriate to adopt term limits for the mandates of its members as the Board believes that the renewal of a member's mandate is neither a matter of age nor the number of years the director has served on the Board, but rather the director's contribution to the orientation, management, development, growth and profitability of the Corporation, in keeping with the highest standards of integrity.

11. Policies Regarding the Representation of Women on the Board

(a) Disclose whether the issuer has adopted a written policy relating to the identification and nomination of women directors. If the issuer has not adopted such a policy, disclose why it has not done so.

The Corporation has not adopted a written policy specifically relating to the identification and nomination of women directors, as the Corporation is not in a position to predict with assurance the Board's future turnover rate and needs in relation thereto. Two women currently sit on the Board, representing 25% of the Board. The Board is willing to increase the number of women directors on its Board as new positions arise. Regardless of their gender, candidates must meet the leadership criteria, have the necessary skills and meet the independence criteria that the Board has set in order to contribute to the development of the Corporation.

(b) If an issuer has adopted a policy referred to in (a), disclose the following in respect of the policy:

(i) a short summary of its objectives and key provisions,

(ii) the measures taken to ensure that the policy has been effectively implemented,

(iii) annual and cumulative progress by the issuer in achieving the objectives of the policy, and

N/A

Dynacor

Form 58-101F1 - Corporate Governance Disclosure	The Corporation’s Practices
(iv) whether and, if so, how the board or its nominating committee measures the effectiveness of the policy.	N/A

12. Consideration of the Representation of Women in the Director Identification and Selection Process

Disclose whether and, if so, how the board or nominating committee considers the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board. If the issuer does not consider the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board, disclose the issuer's reasons for not doing so.

In identifying and nominating candidates for election or re-election to the Board, the Board considers a number of factors, including the level of female representation to contribute to diversity within the Board. All nominations for a directorship will always be based on the expertise of the candidate, the needs of the Board and of the Corporation at a given moment in time.

13. Consideration Given to the Representation of Women in Executive Officer Appointments

Disclose whether and, if so, how the issuer considers the level of representation of women in executive officer positions when making executive officer appointments. If the issuer does not consider the level of representation of women in executive officer positions when making executive officer appointments, disclose the issuer's reasons for not doing so.

The Corporation considers the level of representation of women in executive officer positions in the context of new appointments by taking into consideration candidates' skills, functional experience, background, personal qualities and knowledge desired at that particular time.

14. Issuer's Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

(a) For purposes of this item, a "target" means a number or percentage, or a range of numbers or percentages, adopted by the issuer of women on the issuer's board or in executive officer positions of the issuer by a specific date.

(b) Disclose whether the issuer has adopted a target regarding women on the issuer's board. If the issuer has not adopted a target, disclose why it has not done so.

The Corporation has not established a target regarding the representation of women on the Board, as the Corporation has determined that appropriate skills and experience must remain the primary criteria for nomination to the Board, and to guard against any perception that directors may have been nominated solely or primarily on the basis of gender.

Dynacor

Form 58-101F1 - Corporate Governance Disclosure	The Corporation’s Practices
(c) Disclose whether the issuer has adopted a target regarding women in executive officer positions of the issuer. If the issuer has not adopted a target, disclose why it has not done so.	The Corporation has not settled a target regarding the representation of women in executive officer positions. Given the small size of its executive team, the Corporation believes that implementing targets would not be beneficial to its interests at this time.
(d) If the issuer has adopted a target referred to in either (b) or (c), disclose:
(i) the target, and	N/A
(ii) the annual and cumulative progress of the issuer in achieving the target.	N/A

Number of Women on the Board and in Executive Officer Positions

(a) Disclose the number and proportion (in percentage terms) of directors on the issuer's board who are women.

There is currently two women acting as directors of the Corporation, representing 25% of the members of the Board.

(b) Disclose the number and proportion (in percentage terms) of executive officers of the issuer, including all major subsidiaries of the issuer, who are women.

There is currently no woman holding an executive officer position.

AI assistant

Dynacor Group Inc. — Proxy Solicitation & Information Statement 2026

46127_rns_2026-05-20_2cc93c31-d086-457e-8ca5-1b18607b07db.pdf

DYNACOR GROUP INC.

Notice of Annual Meeting of Shareholders and Management Proxy Circular

DYNACOR GROUP INC.

Notice of Annual Meeting of Shareholders

IMPORTANT

SHAREHOLDERS ARE ENCOURAGED TO VOTE WELL IN ADVANCE OF THE MEETING USING THE FOLLOWING METHODS

Questions or Require Voting Assistance?

DYNACOR GROUP INC.

MANAGEMENT PROXY CIRCULAR

ANNUAL MEETING OF SHAREHOLDERS

REGISTERED SHAREHOLDERS

NON-REGISTERED SHAREHOLDERS

GENERAL INFORMATION

PROXY VOTING

Who is soliciting my proxy?

How do I vote?

What if I plan to attend the virtual Meeting and vote in person?

What am I voting on?

What if I sign the Form of Proxy?

Can I appoint someone other than these directors to vote my shares?

Registering your Proxyholder by telephone:

Registering your Proxyholder online:

Registering your Proxyholder by telephone:

Registering your Proxyholder online:

PRINCIPAL HOLDERS OF VOTING SECURITIES

CURRENCY

MESSAGE FROM OUR CEO AND PRESIDENT

Strong foundation

Acquisition of Svetlana

Setting the table for growth

Strong score card for safety and sustainability

Challenges in 2025

Delivering past performance and future success

Vote for the experienced Board

MATTERS TO BE ACTED UPON AT THE MEETING

a. ELECTION OF DIRECTORS

Response to Directors' Support at 2025 Annual Meeting of Shareholders

Overview of the Board's Profile

Legend:

Policy on Majority Voting

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

b. APPOINTMENT OF AUDITORS

c. AMENDMENT TO STOCK OPTION PLAN

"BE IT RESOLVED THAT:

d. OTHER MATTERS

EXECUTIVE COMPENSATION

Governance, Nomination and Compensation Committee

Analysis of executive compensation

Executive Compensation-Related Fees

All Other Fees

Objectives of Executive Compensation

Incentive Compensation Clawback Policy

Principal Conclusions of the 2023 Compensation Study for the Directors and Officers

Remuneration policy for the Officers and Directors for 2025

Long-term Incentive Compensation

Pension Plan and Benefits

Termination and Change of Control

Summary Compensation Table

Outstanding Option-Based Awards and Share-Based Awards at the End of the 2025 Financial Year

Incentive Plan Awards – Value Vested or Earned During the Year

COMPENSATION OF DIRECTORS

Director Compensation Table

Director Outstanding Option-Based Awards and Share-Based Awards at the End of the 2025 Financial Year

Director Incentive Plan Awards – Value Vested or Earned During the Year

Stock Option Plan

Deferred Share Unit Plan

Equity Compensation Plan Information

Burn Rate of Awards Granted under the Stock Option Plan and DSU Plan

PERFORMANCE GRAPH

Normal Course Issuer Bid

Indebtedness of Directors and Executive Officers

Interest of Informed Persons in Material Transactions

Directors' and Officers' Liability Insurance

AUDIT AND RISK MANAGEMENT COMMITTEE INFORMATION

Audit and Risk Management Committee Charter

Relevant Education and Experience - Pierre Béliveau

Réjean Gourde

Dynacor Group Inc. Proxy Solicitation & Information Statement 2026