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 and 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 please to turn today's meeting over to Mr. John Webster. Mr. 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 [ Sriram Pogula ] of Computershare Investor Services to act as scrutineer. Also present virtually at this meeting to answer any questions related to the company are its 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. 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 of a motion may do so using the Q&A tab on the virtual interface. 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. When asking a question, please indicate which entity you represent, if any, and confirm whether you are a registered shareholder or a duly appointed proxy holder. 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. Any questions unanswered during the meeting will be addressed by management separately after the meeting. 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 Securities Exchange. 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 rots. Only registered shareholders and buy appointed proxy 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. Pursuant 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 58 shareholders present in person or by proxy at this meeting, holding a total of 109,400,917 common shares, which are entitled to be voted at this meeting or approximately 27.17% 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 to meeting of shareholders need be seconded. And I will, therefore 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 this meeting, the management information circular and the form of proxy relating to this meeting were mailed to shareholders in accordance with the Business Corporations Act, British Colombia 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 a statutory declaration to the minutes of this meeting. Unless there's an objection, I will dispense with the reading of the notice calling this meeting. Unless there is an objection, I will also dispense with the reading of the minutes of the Annual General and Special Meeting held on February 24, 2023, and will take such minutes as read, approved and adopted. The minutes will be kept in the company's minute books at 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 of the company for the year ended September 30, 2023, together with the auditor's report thereon. These financial statements and the auditor's report are available under the company's profile at www.sedarplus.ca 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 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 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 has consented to act as a director of the company, being John Webster, Matthew James, David Dreisinger, Gregory Martyr and Thomas Stepien. 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. As these are the only nominations received I declare the 5 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 approval of an increase in the maximum aggregate amount of directors' fees that may be paid to the company's nonexecutive directors as a group, from CAD 245,000 to CAD 290,000 per annum to provide for an additional nonexecutive director to be added during the year from a strategic industry investor and/or to enhance gender diversity on the Board. May I please have a motion to increase the directors' fees that may be paid to the company's nonexecutive directors as a group from CAD 245,000 to CAD 290,000 per annum?

I move that the directors' fees that may be paid to the company's nonexecutive directors as a group, the increase from CAD 245,000 to CAD 290,000 per annum to provide for an additional nonexecutive director to be added during the year from a strategic investor -- industry investor and/or to enhance gender diversity within the Board.

Any questions on the motion? Please mark your ballot to indicate your vote on resolution #2. 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 PricewaterhouseCoopers LLP be appointed the 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.

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.

Any questions on the motion? Please vote on this resolution #4, if you haven't done so already. The next item of business is the approval of certain amendments to the company's stock option plan in accordance with the requirements of the TSX Venture Exchange as more particularly described in the company's information circular dated January 25, 2024. May I please have a motion to approve and ratify such amendments?

I move that the amendments to the company's amended and restated stock option plan as more particularly described in the company's information circular dated January 25, 2024, be approved and ratified.

Any questions on the motion? Please vote on this resolution #5, if you haven't done so already. Let me advise everyone that the voting is now closed. The scrutineer will prepare their full report following the completion of the meeting, and we will announce the results of the meeting in a press release. This concludes the formal portion of the meeting. Unless there is an objection, I move and second a motion that the formal portion of the meeting be terminated. Now that the formal portion of the meeting has concluded. At this time, we invite any questions you may have for the company or our auditors, PwC. If you've not already done so, you may submit questions online by clicking on the Q&A tab on the virtual interface.