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. 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 of another person in today's meeting, you will be deemed to represent and warrant to Computershare and to Calibre that you first obtained all required consents for the disclosure porting, 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, President and CEO of Calibre and Chairman of the meeting. Mr. Hall, the floor is yours.

Good morning, everyone, and welcome to the Special Meeting of Shareholders of Caliber Mining Corp. My name is Darren Hall, and I am the President and Chief Executive Officer of Calibre. With the consent of those present and in accordance with the articles of Calibre, I will act as Chairman of this meeting, and I will now call this meeting to order and call upon Jay King of Cassels Brock & Blackwell LLP, Corporate Counsel to Calibre to act as Secretary of the meeting. Computershare Investor Services Inc. through its representative, Venessa Lee will act as scrutineer for this meeting. As this meeting has been held virtually, it is necessary to set out a few rules for the orderly conduct of this meeting. Questions in respect of the business of this meeting could be submitted by registered shareholders and duly appointed proxy holders using the question-and-answer feature of the virtual meeting group. Please keep your questions [indiscernible]. I also encourage you to submit your questions as early as possible so that we may address them at the appropriate time during the meeting. Questions will be read aloud 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 that are entitled to vote at the 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 on 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 this meeting and can vote on them at any time up until the closing of the polls. Thank you to those of you who have already voted in the part 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 might wait until the conclusion of the discussion on each item to cast your vote. Registered shareholders or duly appointed proxy holders may address this meeting when there is a call to discuss the motion by typing in your question into the message section once it appears for that discussion period. If there are any questions at the discussion period, the secretary will read out the questions. In accordance with the applicable corporate statutes and articles of calibre, I will making all motions to be put forward at this meeting and no motion need to be seconded. The notice calling this special meeting of shareholders in the management information circular dated December 11, 2023, describing the matters to be considered today were mailed by Computershare on December 22, 2023, to all registered shareholders of record effective November 27, 2023, in accordance with the articles of Calibre and applicable law. I have affidavits of mailing from Computershare, Median and Broadridge as does the scrutineer. Provided there are no objections, I will dispense with the reading of the notice of the meeting. A copy of the notice as well as copies of the affidavit of mailing will be filed with the minutes of the meeting and available for inspection by any shareholder. The preliminary scrutineer's report on attendance indicates there are present at this meeting in person or represented by proxy, 67 shareholders totaling a total of 290,660,955 common shares. This represents approximately 62.67% of the issued and outstanding common shares of Calibre entitled to vote at this meeting. Issuant to the articles of Calibre, a quorum is present if at least 2 or more Calibre shareholders holding at least 5% of the issued shares of Calibre at present in person or by proxy. On the basis of the preliminary scrutineer's report, a quorum is present today at this meeting. The final news report on attendance will be filed with the minutes of the meeting and available for inspection by any shareholder. Notice having been given in accordance with applicable law and there being a quorum present, the meeting is properly constituted for the transaction of business. As that set forth in detail in Calibre's circular, dated December 11, 2023, prepared in connection with this meeting. Calibre is in the process of conducting an acquisition of Marathon World Corporation by the way of a plan of arrangement under Section 192 of the Canada Business Corporations Act in accordance with the arrangement agreement dated November 12, 2023, between Calibre and Marathon issuant to which Caliber will be issuing an aggregate of up to 315,664,294 Calibre shares as consideration. This proposed share issuance requires the approval of Calibre shareholders by the way of an ordinary resolution in order to be approved the Calibre shareholder resolution must be approved by a majority of the votes cast by shareholders present in person or represented by proxy. I now move that the Calibre shareholder resolution set out on Page A1 of the circular, approving the issuance of up to 315,664,295 for caliber shares as consideration in connection with this acquisition of Marathon be approved. Any discussion or questions? The next item of business is the amendment to the maximum number of Calibre shares issuable under Calibre's amended and restated long-term incentive plan, increasing such maximum from $60 million to $75 million. This proposed amendment requires the approval of Calibre shareholders by way of an ordinary resolution pursuant to Section 13 of Calibre's incentive plan and will be implemented only upon the completion of the arrangement. In order to be approved, the LTIP amendment resolution must be approved by a majority of the votes cast by shareholders present in person or represented by proxy. I now move to the LTIP Amendment resolution set out on Page 72 of the circular, approving the increase in the maximum shares issuable under the Calibre incentive plan from $60 million to $75 million be approved. Are there any discussion or questions? This concludes the presentation of formal business at this meeting. Mr. Secretary, can you please advise whether any questions have been received in connection with these motions from the registered shareholders or duly appointed proxy holders at this meeting.

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

I now call for a vote on the motions before this meeting, as previously mentioned. Voting today will be conducted by electronic ballot via the vote feature of the virtual meeting room. If you've already voted in advance of the meeting, then you do not need to do anything further. The polls have been open since the beginning of the meeting. And at this point, all registered holders 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. [Voting]

I confirm the polls are now closed and the scrutineer has tabulated the results. I'm pleased to confirm and declare that all motions put to the shareholders at this meeting have been carried. The voting results will be publicly announced by press release and follow on SEDAR shortly after this meeting. Mr. Secretary, can you please advise whether any the 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.

All the formal business of this meeting has now been concluded. I therefore declare this meeting terminated. Thank you for attending. As the formal portion of this meeting has been concluded, we will take a few moments to answer any questions received during the meeting.

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

Thanks to everyone for their support and participation here today.

This concludes the meeting. You may now disconnect.