Amaroq Ltd. (AMRQ) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General and Special Meeting of Shareholders of Amaroq Minerals Ltd. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information or another person in today's meeting, you'll be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] It is now my pleasure to turn today's meeting over to Graham Stewart, Chairman of the Board of Directors. Mr. Stewart, the floor is yours.

Good morning, and good afternoon. I call the meeting to order. My name is Graham Stewart, Chairman of the company's Board of Directors. And as such, I shall act as Chairman of the meeting. As this meeting is being held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. One, as mentioned earlier, questions in respect to a motion can be submitted by any registered shareholder or duly appointed proxyholder by clicking on the Message icon. Two, when asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Three, questions will only be addressed during the question period at the end of the meeting. Four, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxyholders will be asked to vote on each business item after the presentation of all business items. Five, when you are asked to vote, you will receive a message on the virtual interface requesting you to register your votes. You will only have a certain amount of time to enter your votes electronically when the polls are open. Six, if you are a registered shareholder or a duly appointed proxy holder and you have already voted and do not wish to change your vote, please do not vote during the electronic ballot process. We will now proceed with the formal portion of today's meeting. I appoint Ms. Anna Solotova, Corporate Secretary of the company, to act as Secretary of this meeting; and Mr. Patrick Gauthier of Computershare Investor Services, Inc. to act as Scrutineer to compute the votes of any electronic polls taken at this meeting and to report thereon to me. To expedite the formal part of the meeting, I will move all motions, and Mr. Eldur Olafsson, Chief Executive Officer, will second all motions. We have previously mailed the meeting materials. I direct that copies of the documents mailed to the shareholders and the statutory declaration proving service of the meeting materials to the shareholders of the company be kept by the Secretary of the company with the minutes of the meeting. The business of the meeting is described in the management information circular dated May 15, 2025, which accompanied the notice of meeting. I will take the notice of meeting as read. Pursuant to the bylaws of the company, business may be transacted at this meeting if two persons are present in person who are or who represent by proxy, shareholders holding not less than 10% of the shares entitled to be voted at this meeting. The Scrutineer's report has now been received, and it shows that there are present at this meeting at least two persons holding or representing by proxy 86,235,775 common shares or 21.5% of the shares entitled to vote at this meeting. I now declare that the meeting is regularly called and properly constituted for the transaction of business. Only shareholders of record as of May 9, 2025, which was the record date for this meeting or their duly appointed proxyholders are entitled to speak and vote upon matters at the meeting. Each shareholder of the company is entitled to one vote for each common share they hold. I would now like to refer you to the audited consolidated financial statements of the company as at December 31, 2024, together with the report of the auditor thereon. Copies of the financial statements and auditor's report were mailed to each shareholder requesting the same at the time of the mailing of the notice of this meeting are now placed before the shareholders of the company. If any shareholder has any questions or comments regarding the financials, we would be pleased to address them during the question-and-answer period at the end of the meeting. We will now proceed with the election of directors. The circular has proposed that the six directors named therein are to be elected. The six directors to be elected by the shareholders of the company shall hold office until the next Annual Meeting of Shareholders of the company or until their successors are elected or appointed. The following individuals have been nominated for election as directors: Graham Stewart, Eldur Olafsson, Sigurbjorn Thorkelsson, Line Frederiksen, David Neuhauser and Warwick Morley-Jepson. I now move that the six nominees named in the circular be elected as directors of the company to hold office until the next Annual Meeting of the Shareholders of the company or until their successors are elected or appointed.

Mr. Chairman, I second the motion.

I will now move to the next item of business. The next item of business is the reappointment of the auditors of the company for the ensuing year and the authorization of the directors of the company to fix the remuneration for such auditors. BDO Canada LLP were first appointed as auditors of the Corporation on February 2, 2022. I move the reappointment of BDO Canada LLP as auditors of the company until the close of the next Annual Meeting of Shareholders or until its successor is appointed and authorizing the Board of Directors to fix the auditor's remuneration during this period.

Mr. Chairman, I second the motion.

I will now move to the next item of business. The next item of business is the approval of the company's stock options plan as set out in the circular. I move the motion confirming, authorizing and approving the company's stock options plan, all as set out in the circular.

Mr. Chairman, I second the motion.

I will now move to the next item of business. The next item of business is the approval of the company's restricted share unit plan as set out in the circular. I move the motion confirming, authorizing and approving the company's restricted share unit plan, all as set out in the circular.

Mr. Chairman, I second the motion.

I will now move to the next item of business. The next item of business is the approval of the name change as set out in the circular. Management believes that the time is to change the name of the corporation to Amaroq Ltd. The new name being proposed better reflects the corporation's asset mix and strategic focus. Since the corporation strategy focuses on the creation of a full cycle mining enterprise, the corporation has broader business interest than pure minerals. And as such, the Board feels it is important that the name of the company reflects this. The proposed name change is subject to certain regulatory approvals, including the approval of the TSXV. I move the motion confirming, authorizing and approving the corporation's name change all as set out in the circular.

Mr. Chairman, I second the motion.

I will now ask the Scrutineer to open the polls for voting. The polls are now open, and at this point, all registered shareholders and duly appointed proxyholders who have properly logged in with their control numbers or username and wish to vote will be able to see on their screen all motions being brought forth at this meeting. All registered shareholders or duly appointed proxyholders should now enter their votes electronically using the virtual interface. If you are a registered shareholder or a duly appointed proxyholder and you have already voted and do not wish to change your vote, please do not vote during this electronic ballot process. Please register your votes by accessing the voting page and selecting the For or Withhold buttons next to the resolution with respect to the reappointment of BDO Canada LLP as the company's auditors. Please register your votes by selecting the For or Against buttons next to the name of each proposed director, next to the resolution with respect to the approval of the stock options plan with respect to the approval of the company's restricted share unit plan, with respect to the approval of the company's continuation from a corporation organized under the Canada Business Corporations Act to a corporation organized under the Business Corporations Act brackets Ontario and with respect to the authorization to set the number of directors. We will provide registered shareholders and duly appointed proxyholders approximately 1 minute to complete the electronic ballots. Once the electronic balloting closes, you will see the message, This Resolution is Closed, and your votes will automatically be submitted. [Voting]

The polls are now closed. I would ask that the Scrutineer compile the report regarding the results of voting on all business matters.

Mr. Chairman, Patrick Gauthier, Scrutineer from Computershare. The report is -- I can give you the results. It is the same as it was as the vote of proxy. So everything -- the positions and the votes have not changed. Everything is still the same and the resolution are passing as they were this morning with the same results. I can read these out if you want.

Thank you. Graham, please continue.

Thank you. I've been advised by the Scrutineers that the electronic ballots and proxies deposited for the meeting have been voted in favor of all of the following resolutions. One, each of the six nominees have been elected as directors of the company to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed; two, the reappointment of BDO Canada LLP as the auditors of the company has been approved, and the Board of Directors of the company has been authorized to fix their remuneration; three, the company's stock options plan has been approved; four, the company's restricted share unit plan has been approved; five, the change of the company's name from Amaroq Minerals Ltd. to Amaroq Ltd. has been approved. I declare that the results of the electronic polls be included with the minutes of this meeting. As there is no additional business, I will now move that the formal part of this meeting be terminated.

Mr. Chairman, I second the motion.

I declare the motion carried, and the formal part of the meeting is terminated. I ask that all registered shareholders or duly appointed proxyholders who would like to ask a question click on the Message icon to do so. We will answer as many questions as time permits. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. We will now give attendees a moment to type in their questions. For each question we answer, we will summarize the question and read out loud the name of the person who asked such question and, if applicable, the entity such person represents. We would like to remind you that questions which were already answered or that are redundant or repetitive will not be published nor answered. Following the question-and-answer session, I would like to thank everyone who has joined today's meeting.

This concludes the meeting. You may now disconnect.