Compass Gold Corporation (CVB) Earnings Call Transcript & Summary

Okay. It's James Brown in Toronto speaking from the meeting boardroom. It is 4:30. So I think we can get going. As you know, this is an in-person meeting, but all votes will be conducted through -- have been conducted by way of proxy. There's no person in -- no shareholders present in person at this meeting other than those represented by proxy, which do serve as proxy holder for them. And with that, I will hand things over to Joseph Conway, who will chair this meeting.

Good afternoon, ladies and gentlemen. The meeting will now come to order. My name is Joseph Conway, and I'm the Chairman of the Board of Directors of the company. And I will act as Chairman of the meeting. With the consent of the meeting, I will ask Lou Nagy, the CFO of the company, to act as secretary of the meeting; and Olivia Craven of the Computershare Investor Services, the registrar and transfer agent of the company to act as scrutineer. As you'll have noted from the management information circular and the notice calling this meeting, this is an Annual and Special Meeting of Shareholders of Compass Gold Corporation. To make the best use of our time, certain individuals have been asked in advance to move and second the resolutions that will be considered at this meeting. Anyone who has not registered with the scrutineer or deposited his or her proxy with the scrutineer, please do so now. Notice of the Annual and Special Meeting of Shareholders of the company were sent to all shareholders of record as of the close of business on June 27, 2022, and proof of mailing of the notice of the meeting and the accompanying form of proxy and management information circular have been duly filed. I direct that a copy of the notice with the proof of mailing be kept by the secretary with the record of this meeting. Unless there is an objection, I will dispense with the reading of the notice of the meeting. The scrutineer has provided me with a report regarding shareholder attendance and representation at this meeting. A quorum of shareholders is present or represented by proxy at this meeting. I direct that the scrutineers report on attendance will be attached -- to be attached to the minutes of this meeting. As a requisite quorum of shareholders is present or represented by proxy at this meeting, I declare the meeting duly and properly constituted for the transaction of business. Before starting the business of this meeting, I have the following comments on voting procedure. Each shareholder is entitled to 1 vote for each common share held by that shareholder. With respect to the election of directors and the appointment of auditors, I propose to conduct the vote on these matters by a show of hands unless a ballot is specifically requested. With respect to the ordinary resolution approving the new stock option plan of the company in accordance with the policy of the TSX Venture Exchange and a special resolution to empower directors to determine by resolution of the directors the number of directors of the company from time to time and the number of directors to be elected at each Annual Meeting of Shareholders, all in accordance with the applicable provisions of the Business Corporations Act of Ontario. I propose to conduct the vote on these matters by ballot. We will now proceed with the business of the meeting. The first item of business at this meeting is the presentation of the annual financial statements of the company for the financial year ended December 31, 2021, together with the auditor's report thereon. Copies of the annual financial statements and the auditor's report on such financial statements were sent to shareholders along with notice of the meeting. The financial statements and the auditor's report are available for inspection by any shareholder. Unless there is an objection, I will dispense with the reading of the auditor's report. We will now proceed with the election of directors. As set out in the management information circular prepared in connection with this meeting, the following individuals have been nominated to serve as the directors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed. Joseph Conway, James Henderson, Larry Phillips, Madani Diallo and William Pugliese. Are there any further nominations? Since there is no for nominations, I will declare that the nominations are closed. As the number of persons nominated is equal to the number of board seats to be filled. I declare those people -- those persons who have been nominated to serve as directors of the company, namely Joseph Conway, James Henderson, Larry Phillips, Madani Diallo and Bill Pugliese, to be directly elected by acclamation as the directors of the company. The next item of business of this meeting is to reappoint the auditors of the company for the ensuing year and to authorize the Board of Directors of the company to fix their remuneration. May I have a motion with respect to the approval of the following resolution: be it resolved that Dale Matheson Carr-Hilton Labonte LLP, chartered professional accountants, be reappointed as the auditors of the company to hold office until the close of the next Annual Meeting of the Shareholders of the company?

Lou Nagy here. I so move.

May I have the motion seconded?

Larry Phillips. I second the motion.

Thank you. I will now call for a vote on the motion. All in favor, please signify by raising your hand? [Voting]

Contrary, if any? [Voting]

I declare the motion carried. The next item of business is to consider and, if thought advisable, pass a resolution to approve the adoption by the company a new 10% rolling stock option plan to supersede and replace the company's existing stock option plan, including the reservation for issuance there at any time at a maximum of 10% of the issued and outstanding shares of the company in accordance with the policies of the TSX Venture Exchange. The proposed new stock option plan that the company has set out in its entirety at Schedule A in the management information circular prepared in connection with this meeting. The full text of the resolution with respect to this matter is set forth in the management information circular. The resolution must be passed with or without amendment by an affirmative vote of a majority of votes cast by shareholders, whether in person or by proxy. May I have a motion with respect to the approval of the resolution to approve the adoption by the company as the 10% rolling stock option plan?

Lou Nagy here. I so move.

May I have the motion seconded?

Larry Phillips here. I second the motion.

Okay. It is necessary to vote by ballot. Therefore, I direct that a ballot be taken. All shareholders and proxy nominees present have been provided with a ballot as they are registered with the scrutineer. Each shareholder or proxy nominee should now record his or her vote in respect to the resolution by indicating on the ballot whether the vote is in favor or against the resolution. The scrutineer will now collect the ballots. I will ask the scrutineer to report back to me with the results as these results [indiscernible]

Okay. It's James Brown performing that role for the scrutineer. The ballot on the option plan resolution has come back with 16,064,007 votes for, 138,000 votes against, meaning that the motion has been carried.

Okay. I adopt the report of the scrutineer and declare the motion carried. Approval of the Board size resolution. The next item of business is to consider and, if thought advisable, pass with or without variation a special resolution to empower the directors to determine by a resolution of the directors, the number of directors of the company from time to time and the number of directors to be elected at each Annual Meeting of the Shareholders all in accordance with the applicable provisions of the Business Corporations Act of Ontario. The full text of the resolution with respect to this matter is set out in the management information circular prepared in connection with this meeting. The resolution must be passed with or without amendment by an affirmative vote of at least 66 and 2/3 of the votes cast by shareholders, whether in person or by proxy. May I have a motion with respect to the approval of the special resolution to empower directors to determine by resolution of the directors, the number of directors of the company from time to time and the number of directors to be elected at each Annual Meeting of the Shareholders?

Lou Nagy here. I so move.

May I have the motion seconded?

Larry Phillips here. I second the motion.