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 participate in today's -- 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 obtained all required consent for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] It is now my pleasure 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, a Director of the company, and I will act as Chair of the meeting. With your approval, I will ask Laurel Petryk 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 CEO, Ms. Martina Blahova; and Mr. Leonard Wadsworth of 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 votes. Only registered shareholders and duly 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 59 shareholders present in person or by proxy at this meeting, holding a total of 35,504,229 common shares, which are entitled to be voted at this meeting or approximately 44.09% 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 be seconded, and I will, therefore, not call for a seconder 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 Columbia and National Instrument 54-101. The company has received a statutory declaration from Computershare, which is available for inspection by any shareholder. I direct that the Secretary append the statutory declaration to the minutes of this meeting. Unless there is an objection, I will dispense with the reading of the notice calling this meeting. Minutes of the last Annual General Meeting and Special 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 29, 2024, 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, 2024, 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 on the company's website 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 statement 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. Resolutions #1(a) to 1(e), 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 has consented to act as a director of the company, being John Webster, David Dreisinger, Thomas Stepien, Ludivine Wouters and Rick Anthon. 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 5 nominees elected as directors of the company to hold office until the next Annual General Meeting or until the appointment of their successors. Resolution #2, appointment of auditor. 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 #2, if you haven't done so already. Resolution #3, reapproval of the amended and restated stock option plan. 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 the 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 #3, if you haven't done so already. Resolution #4(a), subscription of and issuance of units to investors in the private placement offering. The next item of business is the approval of the issuance of units comprised of common shares or CDIs of the company and an equivalent number of warrants to certain investors who are participating in the offering as required by the rules of the ASX as summarized beginning on Page 17 of the circular. For the purpose of the rules of the ASX, the votes attached to the common shares or CDIs cast by parties participating in the offering, including the European Bank for Reconstruction and Development and the directors of the company as well as any of their associates must be excluded from the vote. Resolution 4(a) is with respect to the issue of 21,400,000 units comprising 21,400,000 common shares and 21,400,000 warrants to the European Bank for Reconstruction and Development at a subscription price of CAD 0.18 per unit and the issuance of 18,063,331 units comprising of 18,063,331 shares and 18,063,331 warrants, and 14,650,278 units comprising of 14,650,278 CDIs and 14,650,278 warrants to sophisticated and professional investors, at subscription prices of CAD 0.18 and AUD 0.195 per share, respectively, under the offering. As outlined in the circular, each attaching warrant entitles the holder to purchase one additional share or CDI exercisable at any time prior to the date that is 18 months from the closing of the offering and having an exercise price of CAD 0.225 per share. The full text of resolution 4(a) relating to the issuance of units to the European Bank for Reconstruction and Development and sophisticated and professional investors is set out on Page 26 of the circular. Please mark your ballot to indicate your vote on resolution 4(a). Resolutions 4(b)(i) to 4(b)(v), subscription of and issuance of units in the offering to related parties. The next item of business is the approval of subscription of units in the offering by related parties as required by the rules of the ASX as summarized on Pages 18 and 19 of the circular. For the purpose of the rules of the ASX, the votes attached to the common shares held by each related party and entities controlled by the related party must be excluded from the vote in respect of the units to be issued to them. Resolutions 4(b)(i) to 4(b)(v) relate to the issuance of 208,331 units comprising 208,331 shares and 208,331 warrants and 256,410 units comprising 256,410 shares and 256,410 warrants to certain related parties consisting of directors of the company and companies controlled by directors of the company. The full text of resolutions 4(b)(i) to 4(b)(v) relating to the issuance of units to certain related parties consisting of directors of the company and companies controlled by directors of the company are set out on Page 26 of the circular. Please mark your ballots to indicate your votes on resolutions 4(b)(i) to 4(b)(v). Resolution 4(c), issuance of brokers warrants. The next item of business is the approval of the issuance of broker warrants to Canaccord Genuity Australia Limited and Foster Stockbroking Proprietary Limited in connection with their remuneration as co-lead managers for the offering as required by the rules of the ASX as summarized on Pages 20 and 22 of the circular. For the purpose of the rules of the ASX, the votes attached to common shares held by Canaccord Genuity and Foster Stockbroking as well as any of their associates must be excluded from the vote in respect to the broker warrants to be issued to themselves. The full text of resolution 4(c) relating to the issuance of broker warrants is set out on Page 26 of the circular. Please mark your ballots to indicate your votes on resolution #4(c). Resolution 4(d), subscription of and issuance of units to eligible shareholders under the share purchase plan. The next item of business is the approval of the issuance of 7,692,307 units comprised of 7,692,307 CDIs of the company and an equivalent number of warrants to certain eligible shareholders who are participating in the share purchase plan as required by the rules of the ASX and as summarized on Pages 20 to 22 of the circular. For the purpose of the rules of the ASX, the votes attached to CDIs held by parties participating in the share purchase plan as well as any of their associates must be excluded from the vote. The full text of resolution 4(d) relating to the issuance of units under the share purchase plan is set out on Page 26 of the circular. Please mark your ballots to indicate your votes on resolution #4(d). Resolution #5, issue of warrants to Orion. The last item of business is the approval of the issuance of 22,263,733 warrants to Orion, as compensation for certain amendments to the convertible loan and royalty agreement between the company and Orion as required by the rules of the ASX and as summarized on Pages 31 and 32 of the circular. For the purpose of the rules of the ASX, the votes attached to the shares held by Orion as well as any of its associates must be excluded from the vote. The full text of the resolution related to the issuance of warrants to Orion is set out on Page 32 of the circular. Please vote on this resolution 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 the 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 have not already done so, you may submit questions online by clicking on the Q&A tab on the virtual interface.