Arizona Metals Corp. (AMC) Earnings Call Transcript & Summary

Welcome once again to the 2025 Annual Meeting of Arizona Metals Corp. Please note that the meeting is being recorded. I would like to introduce Jacques Perron, Chair of the Board of Arizona Metals. Mr. Perron, the floor is yours.

Good morning, everyone. Sorry for the late start of the meeting, we had a few technical difficulties. Welcome again to the Annual and Special Meeting of Shareholders of Arizona Metals Corp., which was originally called to order and adjourned on June 18 until today. My name is Jacques Perron. I am the Chair of Arizona Metals, and I will act as the Chair of this meeting, which I once again call to order. Conor Dooley, of the law firm of WeirFoulds LLP continues to act as Secretary of the meeting; and Julie Kim with TSX Trust Company, the corporation's transfer agent is the scrutineer of the meeting. We are pleased to host this meeting through this virtual meeting platform accessible to all our shareholders regardless of physical location to participate and vote. As this meeting is being held online via live webcast, it is appropriate to set out the rules for online participants for the orderly conduct of this meeting. First, only registered shareholders and duly appointed proxy holders who have logged in with a valid 12-digit control number can submit questions using the instant messaging feature provided on the online interface. If appropriate, questions submitted in respect of motions, if any, will be answered immediately prior to the close of voting. Please note, if you have logged in as a guest or if you are a beneficial holder that did not follow the appropriate steps, you will not have the ability to vote or ask questions at today's meeting. [Operator Instructions] We will address questions that directly relate to a particular motion at the appropriate time. Should you have questions which do not pertain to the business of the meeting, you can contact the company directly. Please make sure to include your e-mail address, and we will get back to you once the meeting has concluded. If you fail to include your e-mail address, we cannot guarantee that a response will be provided. Additionally, in respect for all shareholders, we would ask you to restrict your questions to one per resolution and then a follow-up to that question. Second, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Third, if you have already voted by proxy, online or by fax, you do not need to vote again. If you are a registered shareholder and have already voted by proxy prior to the proxy cutoff time and do not wish to revoke your previous vote, do not vote again when the ballots appear on your screen. By voting again, you will be revoking your previous vote. And finally, with respect to voting. Once the polls have been opened, you may submit your vote on all resolutions at any time. After the last item of business, I will instruct the scrutineer to close the polls. Once the polls are closed, no further votes can be submitted. Again, if you have already voted online before the meeting, you do not need to vote again. As a reminder, only registered shareholders who held shares in their name as of May 20, 2025, the record date of this meeting or their validly appointed proxy holders are entitled to vote at this meeting. Before we get to the first item of business at the meeting, I wanted to take a moment to thank our 2 departing directors who do not stand for reelection, Mr. Rick Vernon and Conor Dooley for their many years of dedicated service and valuable contributions to the Board. Their guidance and insight have played an important part in helping guide the company's growth and development to where we are today, and I want to thank them both for their service. Prior to adjourning on June 18, the scrutineer was appointed and a motion dispensing the reading of the notice of meeting was passed. Again, I am advised that quorum is present. Accordingly, I will now continue with the formal business of the meeting. The business of the meeting will be limited to legal requirements for shareholder meetings. As the first item of business, I place before the meeting, Arizona Metals audited consolidated financial statements for the year ended December 31, 2024, and the report of the auditors thereon. These financial statements were posted on Arizona Metals and the SEDAR+ website. As I mentioned earlier, we will conduct the votes on the matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. I now instruct the scrutineer to open the polls. This will allow you to choose to vote on each resolutions immediately or wait until conclusion of discussion on all resolutions prior to casting your vote. We will run through each of the items on the agenda in turn. Once discussion on all items of business has concluded, you will have a final short window to enter your votes and then I declare voting closed and all resolutions -- on all resolutions. The next item of business is the election of directors. The following persons were listed in the proxy materials as proposed nominees for election as directors. Duncan Middlemiss, Mike Pilmer, Katherine Arnold, Rosa Rojas Espinoza, Breanne Beh and Jacques Perron. Will someone please move that each of these 6 persons be nominated for election as directors of the corporation to hold office until the next Annual Meeting of Shareholders of the corporation?

Mr. Chair, I so move.

Will someone please second the motion?

I second the motion.

In accordance with the bylaws of the corporation, shareholders are required to provide advanced notice of their intent to nominate candidates for election as directors. No such other notice was received by the corporation. Therefore, I declare the nominations for directors closed. Shareholders are entitled to vote for the directors on an individual basis and not as a slate. Unless otherwise specified in the proxy, all management proxies received will vote for the election of all 6 nominees. Would someone move a resolution for the election of the 6 individuals nominated as directors?

I move that Duncan Middlemiss, Jacques Perron, Mike Pilmer, Katherine Arnold, Rosa Rojas Espinoza and Breanne Beh be elected as directors of the corporation to hold office until the close of the next annual meeting of shareholders.

Mr. Chair, I second the motion.

Thank you. We will now address any questions or comments that have been submitted by registered shareholders or proxy holders directly relating to the election of directors. Are there any questions or comments regarding the election of directors? I am informed that there is no comments or questions. A ballot is required on this item. If you have not already voted online prior to this meeting, you may cast your votes now or at any time prior to the end of discussion of the formal business of the meeting, using the electronic ballot. [Voting]

The next item of business is the appointment of Arizona Metals auditors.

I move that McGovern Hurley LLP Chartered Professional Accountants be appointed as the auditor of Arizona Metals Corp. to hold office until the close of the next Annual Meeting of Shareholders or until its successor is appointed at such remuneration as may be fixed by the directors and the directors are hereby authorized to fix such remuneration.

I second the motion.

Thank you. We will now address any questions or comments that have been submitted by registered shareholders or proxy holders directly relating to the appointment of auditors. Are there any questions or comments regarding the appointment of auditors? I'm informed that there is no questions. Once again, if you have not already done so, please cast your votes using the electronic ballot. [Voting]

The next item of business is to consider approval of the adoption of the corporation's new Omnibus Equity Incentive Plan as more fully described in the management information circular.

Mr. Chair, I move for the adoption of the resolutions found on Page 20 of the management information circular, delivered and filed in respect to this meeting in respect of the approval of the corporation's new Omnibus Equity Incentive Plan.

I second the motion.

Thank you. We will now address any questions or comments that have been submitted by registered shareholders or proxy holders directly relating to the new Omnibus Equity Incentive Plan. Are there any questions or comments relating to this motion? I understand there is no comments or question. A ballot is required on this item. If you have not already voted online prior to this meeting, you may cast your votes using the electronic ballot. [Voting]

Is there any other business? I understand no other business has been brought forward. There being no other business, and given the preliminary scrutineer's report indicates that the new Omnibus Equity Plan resolution has passed, meaning there is no need to vote on the remaining equity plans resolution. We will allow for a few more moments for any final votes to be cast. [Voting]

I instruct the scrutineer to close the polls. The polls are now closed. Based on the proxies received and votes cast at the meeting, I declare that the appointment of the auditors of the corporation, the election of Duncan Middlemiss, Breanne Beh and Jacques Perron; and the resolution adopting the new Omnibus Equity Incentive Plan of the corporation have been approved. Unfortunately, subject to receipt of the final scrutineer's report, each of Mrs. Katherine Arnold, Rosa Rojas Espinoza and Mike Pilmer have not been reelected to the Board. Shareholders can expect to see the report of voting results announced today. I will ask for a motion that the meeting be concluded.

I move that this meeting be terminated.

I second the motion.

I declare the motion carried and this meeting concluded. Thank you for attending.

Thank you for attending today's meeting. You may now disconnect.