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

Hello, and welcome to the Annual General Meeting of Shareholders of Calibre Mining Corp. 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 we disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtain all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Darren Hall, CEO and Chair of Meeting. Mr. Hall, the floor is yours.

Welcome to the Annual General Meeting of Calibre Mining Corp. My name is Darren Hall, and I am the Chief Executive Officer of Calibre and in accordance with the articles of Calibre I will act as Chair of the meeting. As this meeting has been held virtually, it is necessary to set out a few rules for the orderly conduct of the meeting. Questions in respect of the business of the meeting can be submitted by registered shareholders and duly appointed proxy holders using the Q&A feature on the virtual meeting room. Please keep your questions brief. I also encourage you to submit your questions as early as possible so that we may address them at the right time during the meeting. Questions will be read out by the Secretary of the meeting before being addressed. Please note that due to time constraints, we may not be able to address all questions. Only registered shareholders and duly appointed proxy holders are entitled to vote at this meeting. If you have already voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything further. Voting on all matters will be conducted by electronic ballot using the vote feature of the virtual meeting room. The polls are now open for all items of business to be voted on. Registered shareholders and duly appointed proxy holders who have properly logged in, will be able to see on the screen all motions being brought forth at the meeting and can vote on them at any time up to the closing of the polls. Thank you to those of you who have already voted in advance of the meeting. For those who have not yet voted, we encourage you to vote. You may vote on each item immediately or if you prefer, you may wait until the conclusion of the discussion on each item prior to casting your vote. Jay King of Cassels and Corporate Counsel to the company is present. And I appoint him to act as Secretary of the meeting. In addition, Marissa Beintema of Computershare Trust Company of Canada is present, and I appoint her to act as scrutineer of this meeting. The Notice of Meeting and Management Information Circular dated April 26, 2023, were mailed to the shareholders of record on or about May 10, 2023, in accordance with applicable law. I have confirmations of mailing from Computershare and Broadridge as does the scrutineer. Provided there are no objections, I will dispense with the reading of the Notice of Meeting. A copy of the notice will be filed with the minutes of the meeting. The scrutineer has provided me with a preliminary report setting out the number of shareholders present in person or by proxy at this meeting and the number of shares held by them. The scrutineer's preliminary report certifies that there are 72 shareholders holding a total of 246,854,652 common shares of Calibre represented in person or by proxy at this meeting. This represents 54.28% of the 454,764,818 issued and outstanding common shares of Calibre entitled to vote at this meeting. As Chair, I adopt the preliminary scrutineer's report and declare the attendance at this meeting to be set forth therein. I direct that, when delivered, the final scrutineer's report be kept with a records of this meeting. Pursuant to Calibre's articles, a quorum is present at this meeting if at least 2 or more Calibre shareholders holding at least 5% of the issued shares of Calibre are present in person or by proxy. Based on the scrutineer's preliminary report, I declare that a quorum is present at this meeting. Notice of this meeting having been given in accordance with applicable law and there being a quorum present, I declare this meeting to be regularly called and properly constituted for the transaction business. To expedite the formal part of the meeting, I will move, and Doug Forster will second all motions. While this procedure will facilitate the handling of the formal matters, registered shareholders or duly appointed proxy holders may address the meeting when there is a call to discuss a motion by typing in your question in the message section once it opens during the discussion period. If there is any discussion or question, the secretary will read the question aloud. As the first item of business on the agenda for today's meeting, I now present to the meeting the audited consolidated financial statements of the company as at and for the fiscal period ended December 31, 2022, together with the auditor's report to the shareholders thereon. Copies of such documents have been mailed to shareholders who requested such statements and has not proposed to read them to the meeting. The next item of business is the election of shareholders. The Board has fixed the number of directors to be elected at 9. Pursuant to our advanced notice bylaw, there have been no director nominations put forward other than the directors nominated on behalf of management as set out in our Management Information Circular. I will ask Doug Forster to make the nominations.

Mr. Chair, I nominate the persons specified in the Management Information Circular delivered with the Notice of Meeting, namely: Darren Hall, Blayne Johnson, Douglas Forster, Raymond Threlkeld, Douglas Hurst, Edward Farrauto, Audra Walsh, Mike Vint and Randall Chatwin, have been nominated as directors for the ensuing year or until their successors are elected or appointed. Each of the persons nominated has confirmed that he or she is prepared to serve as a director.

As noted, since there were no prior nominations under our advanced notice bylaw, I declare the nominations closed. I move that the 9 persons nominated as directors of the company be so elected.

Mr. Chair, I second the motion.

Thank you, Mr. Forster. The next item of business is the appointment of auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. The Audit Committee of the Board of Directors of the company has approved, subject to shareholder confirmation, the appointment of PricewaterhouseCoopers LLP as the auditors of the company. I move that PricewaterhouseCoopers LLP be appointed auditors of the company until the next Annual General Meeting of Shareholders and that the Board of Directors be authorized to fix their remuneration.

Mr. Chair, I second the motion.

Thank you, Mr. Forster. This concludes the presentation of formal business of the meeting. I would ask the secretary to please advise whether any questions have been received in connection with these motions from the registered shareholders or duly appointed proxy holders of the meeting.

Mr. Chair, there are no questions with respect to the motions.

I now call for a vote of the motions before the meeting. As previously mentioned, voting today will be conducted by electronic ballot via the vote feature of the virtual meeting room. If you have already voted in advance of the meeting, then you do not need to do anything further. The polls have been opened since the beginning of the meeting. And at this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers and wish to vote should do so now. The polls on all items of business will remain open for another minute. We will now take a short break while the polls close and the results are tabulated by the scrutineer. I confirm the polls are now closed, and the scrutineer has tabulated the results. I am pleased to confirm and declare that each of the resolutions put to shareholders at the meeting today have passed. The voting results will be filed on SEDAR shortly following the meeting. Mr. Secretary, can you please advise whether any other formal business has been properly brought before this meeting.

Mr. Chair, I can confirm that no other formal business has been properly brought before this meeting.

Thank you, Mr. Secretary. The formal business of this meeting has been concluded. If there is no further business to be brought before this meeting, I declare the meeting terminated. Thank you for attending. As the formal portion of the meeting is concluded, we will take a few minutes to answer any questions received during the meeting.

Mr. Chair, there are no further questions at this time.

I would like to take this opportunity to thank our shareholders for their continued support, as well as our employees for their commitment and their diligence in the face of the challenges presented by global events and circumstances. The safety and well-being of our employees and business partners continues to be Calibre's highest priority whilst ensuring the continuity of business. My thanks to everyone for their support and participation here today.

This does conclude the meeting. You may now disconnect.

Thanks, Nicholas. Thanks, Marissa.