Calibre Mining Corp. (CXB) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Shareholders of Calibre Mining Corp. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Darren Hall, President, Chief Executive Officer and Director of Calibre Mining Corp. Mr. Hall, the floor is yours.

Good morning, everyone, and thank you to the Special Meeting of Shareholders of Calibre Mining Corp. The meeting will now come to order. My name is Darren Hall, and I am President; Chief Executive Officer and a Director of the company. With the consent of the shareholders, I will be acting as Chairman of today's meeting. In accordance with the company's articles, today's meeting will be held virtually. With the consent of the shareholders, Jay King of Cassels Brock & Blackwell LLP will act as Secretary of the meeting. We are pleased to hold this meeting in a virtual format, which mitigates the risks to the health and safety of our communities, shareholders, employees and other stakeholders, given the current COVID-19 pandemic and provides all Calibre shareholders with an equal opportunity to attend the meeting regardless of their geographic location. Let us now proceed with the business of the meeting. On December 8, 2021, the meeting materials were mailed to shareholders of record as of November 15, 2021, and filed on SEDAR. I direct that the confirmation of mailing be attached to the minutes of this meeting as per schedule. If there are no objections, I will dispense with the reading of the notice of the meeting. For the purposes of this meeting, Vanessa Lee and Evelyn Hsu of Computershare Investor Services Inc. have been appointed as scrutineers to report on the shareholders present virtually or represented by proxy and the number of shares represented virtually or by proxy at this meeting. The scrutineer has advised me that prior to the meeting, proxies were received from a sufficient number of common shares to constitute a quorum. I therefore declare the meeting to be properly constituted for the transaction of business. I direct that the scrutineers' report on attendance be attached to the minutes of the meeting as a schedule. I would like to take a moment to comment on the voting procedure to be used at today's meeting. Only registered shareholders and duly appointed proxy holders will be entitled to vote at this meeting. If you have not already voted your shares and you intend to vote at this meeting, please note that the polls are now open, and you can vote on all matters now. To vote, click on the Vote icon on the web page, you'll be taken to an electronic ballot that you can fill out and submit online. Please note that only attendees entitled to vote and submit comments or objections at this meeting are registered shareholders or proxy holders who have launched -- logged in using their assigned control numbers or invite codes. We remind you that if you are a registered shareholder and if you have already voted by proxy, unless you wish to change your vote, you do not need to vote again. The first item of business is an ordinary resolution authorizing the issuance by Calibre of up to 108,199,618 Calibre shares as consideration in connection with the Plan of Arrangement among Calibre, Fiore Gold Limited and 1324716 B.C. Limited as more particularly described in the management information circular of Calibre dated December 2, 2021. In order to be approved, the share issuance resolution must be approved by a majority of the votes cast by shareholders present virtually or represented by proxy. With the provision of the meeting, I will dispense with the reading of the share issuance resolution, the text of which is set forth in Appendix A of the new information circular and call for a motion to consider and, if deemed advisable, to approve the share issuance resolution.

I so move.

I second the motion.

Are there any questions on the motion?

There are no questions.

I have the scrutineer's report on voting of the share issuance resolution and declare that the share issuance resolution motion has been duly carried. I direct that the scrutineers report be included with the minutes of this meeting. I also direct that the voting results be included with the minutes of this meeting and filed on SEDAR. The next item of business is an ordinary resolution approving amendments to the maximum number of Calibre shares issuable under Calibre's amended and restated long-term incentive plan to be implemented only upon the completion of the arrangement with Fiore as more particularly described in the Management Information Circular of Calibre dated December 2, 2021. In order to be approved, the LTIP Amendments resolution must be approved by a majority of the votes cast by shareholders present virtually or represented by proxy. With the permission of the meeting, I will dispense with reading the LTIP Amendment resolution, the text of which is set forth on Pages 68 to 69 of the Management Information Circular of Calibre dated December 2, 2021, and call for a motion to consider and, if deemed advisable, to approve the LTIP Amendment resolution.

I so move.

I second the motion.

Are there any questions on the motion?

There are no questions.

I have the scrutineers report on voting of the LTIP Amendment's resolution and declare that the LTIP's Amendment resolution motion has been duly carried. As noted earlier, I direct that the scrutineers report be included with the minutes of the meeting. I also direct that the voting results be included with the minutes of the meeting and filed on SEDAR. Unless there is any further business to come before this meeting, that could -- this -- that concludes the formal business of the meeting. I will now ask someone to move and someone to second a resolution at this meeting now terminated.

I so move.

I second the motion.

I declare that this meeting is now terminated. Thank you for attending.

This concludes the meeting. You may now disconnect.