Euro Manganese Inc. (EMN.V) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General and Special Meeting of Shareholders of Euro Manganese 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 in the corporation that you first obtain all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to John Webster. Mr. John Webster, the floor is yours.

Good morning. The Annual General and Special Meeting of the Shareholders of Euro manganese will now come to order. On behalf of your Board of Directors, I'm pleased to welcome those attending this meeting virtually. I'm John Webster, Chair of the company, and I will act as the Chair of the meeting. With your approval, I will ask Fausto Taddei to act as Secretary of the meeting and Alexa Kwan of Computershare Investor Services Inc., to act as scrutineer. Also present virtually at this meeting to answer any questions related to the company are our President and CEO, Dr. Matthew James; and Mr. Leonard Wadsworth, PricewaterhouseCoopers LLP, the company's auditor. Any such questions will be dealt with after the formal portion of the meeting. We are hosting the meeting virtually via live webcast only. As such, we believe it is necessary to set out a few rules for the orderly conduct of the meeting. First, registered shareholders and duly appointed proxy holders as well as guests who wish to communicate with the members of the management team, the Board and our auditors or who wish to present or ask a question in respect to the motion may do so using the Q&A tab on the virtual interface. Second, as described in our management proxy circular, duly appointed proxy holders were required to register with our transfer agent and obtain a control number prior to this meeting in order to participate and vote during the meeting. Third, when asking a question, please indicate which entity you represent, if any, and confirm whether you are a registered shareholder or duly appointed proxy holder. Fourth, questions asked during the meeting will only be addressed at the end of the meeting unless they relate to procedural matters or directly related to the motions presented before the meeting. Fifth, each of the resolutions presented at this meeting will be voted on by a poll vote as required by the rules and/or recommendations of the Australian Stock Exchange. Sixth, voting was opened at the beginning of the meeting and will remain open throughout the meeting. This will allow you to choose to vote on each resolution now or wait until the conclusion of the discussion on each resolution prior to casting your votes. Only registered shareholders and duly appointed property holders of the company are permitted to participate in the voting. Shortly after the final resolution is proposed and voted on, we will close the voting. Tune to the articles of the company, business may be transacted at this meeting in respect to the holders of common shares if 2 shareholders entitled to vote at the meeting who hold in the aggregate at least 5% of the issued shares entitled to be voted at the meeting are present in person or represented by proxy. The preliminary scrutineer's report has been received, and it shows that there are 61 shareholders present in person or by proxy at this meeting, holding a total of 105,165,191 common shares, which are entitled to be voted at this meeting or approximately 26.12% of the issued and outstanding common shares of the company. Accordingly, there is a quorum of holders of common shares present at this meeting. I declare that this meeting is regularly called and properly constituted for the transaction of business. Under the articles of the company, no motion proposed at the meeting of shareholders need to be seconded. And I will, therefore, not call for a second on any motion. This is not intended to, in any way, preclude discussion, but only to assist the progress of this meeting. The notice calling of this meeting, the management information circular and the form of proxy related to this meeting were mailed to shareholders in accordance with the Business Corporations Act, British Columbia and National Instrument 54-101. The company has received the statutory declaration from Computershare, which is available for inspection by any shareholder. I direct that the secretary append this statutory declaration to the minutes of this meeting. Unless there is an objection, I dispense with the reading of the notice calling this meeting. Unless there is an objection, I will dispense with the reading of the minutes of the Annual General and Special Meeting held on February 25, 2022, and will take such minutes as read, approved and adopted. The minutes will be kept in the company's minute books of its registered office and will be available for consultation by any shareholder. The first item of business is the presentation of the company's audited consolidated financial statements for the year ended September 30, 2022, together with the auditor's report thereon. These financial statements and the auditor's report are available under the company's profile at www.sedar.com and on the ASX announcement platform. Unless there is an objection, I will dispense with the reading of the auditor's report, and we'll take the financial statements and the auditor's report thereon as received by shareholders. Please note that we will entertain any questions with respect to the financial statements in the general Q&A session only towards the end of the meeting. We now move to the next point on today's agenda. The next resolution #1, setting the number of directors at 6. The next item of business is to set the number of directors of the company at 6, and I please have a motion to set the number of directors of the company at 6.

I move that the number of directors of the company be set at 6.

Any questions on the motion? Please vote on this resolution #1, if you haven't done so already. Resolutions #2a to f election of directors. The next item of business is to elect the directors of the company. Each of the persons named in the management information circular as management's nominees to the Board is consented to act as a director of the company, being John Webster, Matthew James, David Dreisinger, Gregory Martyr, Thomas Stepien and Hanna Schweitz. I've been advised by management of the company that no further nominations for directors were received within the deadline imposed in accordance with the company's advanced notice provisions in its articles. Are there any questions on the resolution? As these are the only nominations received, I declare the 6 nominees elected as directors of the company to hold office until the next Annual General Meeting or until the appointment of their successors. The next item of business is the appointment of the auditor of the company. May I please have a motion to appoint PricewaterhouseCoopers LLP as auditor of the company to hold office until the close of the next Annual General Meeting of Shareholders at remuneration to be determined by the Board.

I move that the PricewaterhouseCoopers LLP be appointed the auditor of the company to hold office until the close of the next Annual General Meeting of the shareholders at remuneration to be determined by the Board.

Any questions on the motion? Please vote on this resolution #3, if you haven't done so already. The next item of business is the approval and ratification by ordinary resolution of the company's amended and restated stock option plan, under which the company may reserve for issuance up to 10% of the issued and outstanding shares of the company at any time until the next Annual General Meeting of the shareholders. May I please have a motion that the company's amended and restated stock option plan be approved and ratified.

I move that the company's amended and restated stock option plan be approved and ratified.