Endeavour Mining plc (EDV) Earnings Call Transcript & Summary

Hello, and welcome to the 2021 Extraordinary Meeting of Shareholders of Endeavour Mining Corp. Please note, today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Michael Beckett, Chairman of Endeavour Mining Corp. Mr. Beckett, the floor is yours.

Thank you. Ladies and gentlemen, welcome to the Extraordinary General Meeting of Endeavour Mining Corporation. My name is Michael Beckett, I'm the Chairman of the Board of Directors of Endeavour. And in accordance with the articles association of Endeavour, I will act as Chairman of the meeting. The decision to hold this meeting by virtual means was made as a result of orders given by public health and government authorities, restricting public gatherings and implementing social distancing measures in light of the COVID-19 pandemic. Our first and foremost priority continues to be the health and safety of our employees, shareholders and other stakeholders. As this meeting is being 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 ask-a-question feature of the virtual meeting room. Please keep your questions brief. I also encourage you to submit your questions as early as possible. So we may address them at the right time during the meeting. Questions will be read out with 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 and you do not need to do anything. Voting on all matters will be conducted by electronic ballot, using the cast-your-vote feature at the virtual meeting room. The polls are now open for all kinds 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 any time after 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 you may prefer if -- sorry, if you may -- if you prefer, you may wait until the conclusion of discussions on each item before casting your vote. Morgan Carroll, Executive Vice President, General Counsel and Corporate Secretary of Endeavour is present. And I appoint him to act as secretary of this meeting. In addition, Evelyn Hsu, Computershare Trust Company of Canada is present. And I appoint her to act as Scrutineer of this meeting. The notice of the meeting and the management information circular, dated December 17, 2020, we mailed to shareholders of record on or about the 21st of December 2020 in accordance with applicable law. The Secretary has confirmations of mailings from Computershare and Broadridge as does the scrutineer. In view of this, I will dispense with the reading of the notice of the meeting. A copy of the notice will be found with the minutes of the meeting. The scrutineer has provided me with a preliminary report on attendance. The scrutineer's preliminary report certifies there are 107 shareholders, holding a total of 129,100,915 ordinary shares of Endeavour, represented in person or by proxy at this meeting. This represents 79.19% of the issued and outstanding ordinary shares and Endeavour entitled to vote at this meeting. As Chairman, I adopt the preliminary scrutineer's report and declare the attendance at this meeting to be set forth therein. I direct that when delivered final scrutineers' report, be kept with the records of this meeting. Pursuant to Endeavour's articles, a quorum is present at this meeting, if at least 2 or more Endeavour's shareholders holding at least 5% of the payout voting capital of Endeavour 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 the 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 of the business. To expedite the formal part of the meeting, Morgan Carroll will move and I will second all motions. While this procedure will facilitate the handling of the formal matters, registered shareholders and duly appointed proxy holders may address the meeting when there is a call to discuss the motion by typing in your questions in the ask-a-question section. If there is any discussion or questions, a secretary will read the question aloud. All motions will be moved and seconded, once the formal matters of the meeting have been presented. I would ask the secretary to please present the items of the business at this meeting. Mr. Carroll?

Thank you, Mr. Chairman. The first item of business is to consider and if team is advisable to approve with or without variation an ordinary resolution, the full text of which is attached to the Appendix A to the joint management information circular of Endeavour and Teranga Gold Corporation. Authorizing Endeavour to issue such number of voting ordinary shares Endeavour, as may be required to be issued to holders of common shares of Teranga to allow Endeavour to indirectly acquire all of the outstanding Teranga shares on the basis of 0.47 of an Endeavour share for each outstanding Teranga share in accordance with an arrangement agreement between Endeavour and Teranga, dated November 16, 2020, as more particularly described in the circular. I will refer to this resolution as the Endeavour Share Issuance Resolution. The second item of business is to consider and if deemed advisable, to approve with or without variation, an ordinary resolution full text of which is attached to the Appendix C to the circular to issue such number of Endeavour shares to La Mancha Holding S.à r.l. or an affiliate thereof as is equal to USD 200 million, provided that such amount does not exceed 9.99% of the Endeavour shares issued in outstanding, immediately prior to the completion of the arrangement. With such issuance to be in accordance with the subscription agreement entered into between La Mancha and Endeavour dated November 16, 2020. I will refer to this resolution of the Endeavour Placement Resolution.

Thank you, Mr. Carroll. Now that all formal matters of the business have been presented. Would Mr. Carroll, please make the necessary motions.

Mr. Chair, first, I move that the Endeavour share issuance resolution, full text of which is attached, as Appendix A to the joint management information circular of Endeavour and Teranga dated December 17, 2020, be approved without variation. And second, I move that the Endeavour Placement Resolution, the full text of which is attached to the Appendix C to the joint management information circular of Endeavour and Teranga dated December 17, 2020, be approved without variation.

Thank you, Mr. Carroll. I second Mr. Carroll's first and second motions. I'd 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, at this stage, there are no questions with respect to the motion.

Thank you. Again, thank you, Mr. Carroll. I now call for a vote on the motions before the meeting. As previously mentioned, voting today will be conducted by electronic ballot via the cast-your-vote feature of the virtual meeting room. If you've already voted in advance of the meeting, and you do not need to do anything. 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. [Voting]

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.

Mr. Chair, the tabulation is now complete.

Thank you, Madam scrutineer. I confirm the polls are now closed and the scrutineer has calculated the results. I'm pleased to confirm and declare that both resolutions have been passed. The voting results will be filed on SEDAR, shortly following this meeting. Mr. Secretary, has any other formal business being properly brought before this meeting?

Mr. Chairman, I confirm, no other formal business has been properly brought before the meeting.

Thank you, Mr. Carroll. Formal business at this meeting is now being concluded. If there is no further business to be brought before this meeting, I declare the meeting terminated. Thank you for attending. We'll now take a few moments to answer any questions received during this meeting.

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

Thank you, Mr. Carroll, thank you, Madam Hsu. I'd like to take this opportunity to thank our shareholders for their continued support as well as other employees for their commitment and dedication in the faces of challenges presented by the current global pandemic, the safety and well-being of our employees and contractors continues to be of Endeavour's highest priority, while ensuring continuity of the business. My thanks to everybody for their support and participation here today. This closes the meeting. Thank you.

This concludes the meeting. You may now disconnect.