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

Hello, and welcome to the Annual General Meeting of Shareholders of Calibre Mining Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personnel information, you will be deemed to consent the reporting, 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 the Computershare and to Calibre 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. 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.

Welcome to the Annual General Meeting of Calibre Mining Corporation. My name is Darren Hall, and I'm 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 of 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 this meeting and can vote on them at any time up to the closing of polls. Thank you to those who have already voted in advance of the meeting. For those who have not yet voted, we encourage you to do so. You may vote on each item immediately or if you prefer, 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, Vanessa Lee 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 27, 2024 were mailed to shareholders of record on or about May 3, 2024, 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 the meeting. A copy of the notice will be filed with the minutes of the meeting. The scrutineer has provided me with the 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 certify there are 98 shareholders holding a total of 467,983,736 common shares of Calibre represented in-person or by proxy at this meeting. This represents [ 59.41% ] of the [ 787,758,665 ] 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 of this meeting to be as set forth therein. I direct that when delivered to the final scrutineer's report be kept with the records of this meeting. Pursuant to Calibre's articles, a quorum is present at this meeting if it leads 2 or more Calibre shareholders holding at least 5% of the issued shares at Calibre are present in-person or by proxy. Based on the scrutineers' 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 the meeting to be regularly called and properly constituted for the transaction of business. 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 into the Message section once it opens during the discussion period. If there are any discussion or questions, the Secretary will read the questions aloud. As the first item of business on the agenda for today's meeting, I now present to the meeting the audited consolidated the financial statements of the company as at and for the fiscal period ended December 31, 2023 together with the auditor's report of the shareholders therein. Copies of such documents have been mailed to shareholders who requested such statements, and it is not proposed to read them during the meeting. The next item of business is the election of directors. 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 now move that the persons specified in the management information circular delivered with the notice of the meeting, namely Darren Hall, Blayne Johnson, Douglas Forster Amaya [indiscernible], 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 director. 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 now move the PricewaterhouseCoopers LLP be appointed as auditor of the company until the next Annual General Meeting of Shareholders that the Board of Directors be authorized to fix their remuneration. I would ask that 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 will now call for a vote of the motions before the meeting. As previously mentioned, voting today will be conducted by the 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 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. [Voting]

I confirm the polls are now closed and the scrutineer has tabulated the results. I'm pleased to confirm and declare that each of the resolutions put to the 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 the meeting?

Mr. Chair, I 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 the meeting, I declare the meeting terminated. Thank you for attending. As the formal portion of the meeting has concluded, we will take a few moments to answer any questions received during the meeting.

There are no further questions at this time, Mr. Chairman.

I would like to take this opportunity to thank all of our shareholders for their continued support as well as our employees for their commitment and continued focus. My thanks to everyone for their support and participation here today.

This concludes the meeting. You may now disconnect.