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

Hello, and welcome to the Special Meeting of Securityholders of Calibre Mining Inc. 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 Calibre that you first obtained all required consent 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 Blayne Johnson, Chairman of the Board of Directors and the Director of Calibre and the Chair of the meeting. Mr. Johnson, the floor is yours.

Good morning, and welcome to the Special Meeting of Securityholders of Calibre Mining Corp. to consider the proposed acquisition of the company by Equinox Gold Corp. My name is Blayne Johnson, and I am the Chairman of the Board of Directors and a Director of the company. We thank you for attending this meeting in person and for your interest in Calibre. We also welcome those listening to the meeting via the live broadcast. I will now call the meeting to order in accordance with the articles of the company. I shall preside as Chair of this meeting. For the purposes of this meeting, unless there is an objection, I will ask Brandon Manhas, the company's legal counsel, to act as the Secretary of the meeting; and Vanessa Lee of Computershare Investor Services, Inc. to act as scrutineer and to compute the votes cast at this meeting, if any, and to report thereon to me. Let us proceed with the business of this meeting. The secretary has advised me that the notice calling this meeting, together with the forms of proxy and the Management Information Circular, have been provided as applicable to each director of the company, the auditors of the company and the securityholders of the company of record as at the close of business on March 18, 2025, being the record date for the meeting. Affidavits of mailing have been provided, and I direct the affidavit to be annexed to the minutes of the meeting. Accordingly, unless there are any objections, I will dispense with the reading of the notice of meeting. The company has received the results of the proxies up to the proxy voting deadline of 10 a.m. Vancouver Time on April 29, 2025, and management will vote those proxies as directed. Prior to addressing the business of the meeting, I will ask the scrutineer to report the number of securityholders present in person and the total number of shares and/or options they represent, together with the number of shares and/or options represented by proxy. Scrutineer, please?

The scrutineer reports that 109 shareholders holding in aggregate of 600,481,864 common shares were voted by proxy in advance of this meeting or in person at this meeting. The total number of shares voted represent 70.19% of the issued and outstanding common shares. There are also 43 optionholders holding in aggregate 27,406,204 options who have voted by proxy in advance of this meeting or in person at this meeting. The total number of shares and options voted represents 78.23% of the issued and outstanding shares and options. Thank you.

Since there is quorum present, I declare the meeting is duly and properly constituted for the transaction of business. I direct that the scrutineer's complete report on attendance be annexed to the minutes of the meeting. To expedite matters, as Chair of the meeting, I will be making the motions to be put forth at this meeting and such motions need not to be seconded. Motions, once proposed, will be followed by a discussion from the floor, if any. I'd like to take a moment to comment on the voting and other procedures to be used at today's meeting. Voting on all matters of business of this meeting will proceed by way of ballot. Only registered shareholders and optionholders as of the record date for the meeting, or duly appointed proxyholders who are present in person at this meeting are permitted to vote during the meeting. Any nonregistered shareholder or securityholder attending the live broadcast will not be able to vote during the meeting. If you have already voted by proxy, please do not vote again during this meeting as it will evoke your previous vote. If you are a securityholder attending in person and you wish to ask a question, please raise your hand and proceed only when recognized by the chair. For the registered shareholders and optionholders who are in attendance and have not voted in advance of the meeting, or for proxyholders who are in attendance at the meeting, voting will be made by way of ballot. The registered shareholders, optionholders and proxyholders received ballots upon checking in and have returned their completed ballots to the scrutineer. The sole item of business for this meeting is a special resolution approving the plan of arrangement involving Calibre and Equinox Gold, all as more particularly described in the Management Information Circular dated March 24, 2025. You will have seen our press release dated April 23, 2025, in which we announced an amendment to the arrangement agreement in order to provide for an increase to the consideration offered under the arrangement to 0.35 of an Equinox common share for every common share of Calibre. The plan of arrangement has been amended and restated to reflect the increase in consideration, and the amended and restated plan of arrangement was appended as a schedule to the amending agreement, which was filed on our SEDAR+ profile. In order to become effective, the arrangement resolution must be approved by at least 66 and 2/3% of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting, and 66 and 2/3% of the votes cast by shareholders and optionholders voting together as a single class, present in person or represented by proxy and entitled to vote at the meeting and a simple majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting, excluding the 9,858,751 votes cast by the persons required to be excluded in accordance with Multilateral Instrument 61-101 as further detailed in the Management Information Circular. Unless there is an objection, I will dispense with reading the arrangement resolution, the full text of which is set forth in Appendix A to the Management Information Circular. I now move for the approval of the arrangement resolution as set forth in Appendix A to the Management Information Circular. Are there any questions? Hearing none, based on the scrutineer's report on voting, I confirm that a sufficient number of votes have been cast in favor of the arrangement resolution. Accordingly, I declare the arrangement resolution motion has been duly carried by the requisite majorities. I direct that the scrutineer's report on voting be included with the minutes of this meeting. That concludes the formal business of this meeting. As there is no other business that has been valiantly brought before the meeting, I declare the meeting to be terminated.

This concludes today's meeting. You may now disconnect.