Faraday Copper Corp. ($FDY)

Hello, and welcome to the Annual and Special General Meeting of Shareholders of Faraday Copper Corp. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you'll 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'll be deemed to represent and warrant to Computershare in the company that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Graham Richardson, Chief Financial Officer of the company. Mr. Richardson, the floor is yours.

Good morning, and welcome to the Annual and Special General Meeting of Shareholders of Faraday Copper Corp. My name is Graham Richardson. I'm the Chief Financial Officer of the company, and the Board of Directors has delegated to me the authority to lead the meeting of shareholders today. As this meeting is being held virtually via live webcast, we wish to set out a few rules for the orderly conduct of the meeting. First, questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface. Please note that there will be a slight delay in the publication of the communications received. Second, questions will generally appear shortly after they are submitted, but will only be addressed during the question period following the end of the meeting provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Third for the purposes of the meeting today all voting will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders who have properly logged in and wish to vote will be able to see on the screen the motions being brought forth at this meeting. Please register your votes by accessing the voting page and selecting the button for your voting option next to each motion. Fourth, Note that the polls are now open for voting. And if you have not already voted, voting can be completed at any time from now until the end of the formal business of the meeting. If you voted in advance of the meeting and do not wish to change your vote, then no further action is needed. Once discussion on all items of business has concluded, you will be given some time to change your votes or enter them if you have not yet voted. Following which I will then declare voting closed on all motions. We will now proceed with the formal business of today's meeting. To expedite the formal business of the meeting, I will move and second all motions. I now ask that the special meeting of the shareholders of the company come to order. I appoint Christina Boddy, Corporate Secretary of the company, as Secretary of the meeting. I appoint Computershare through its representatives as scrutineer of the meeting to compute and report on the votes taken at this meeting. The purpose of today's meeting is set out in the management information circular of the company dated May 7, 2026, the notice of meeting, the management information circular and the form proxy were mailed to shareholders on or around May 14, 2026. Unless there is any objection, I will dispense with the reading of the notice of meeting. Copies of the management information circular and other meeting materials are available under the company's profile on SEDAR us. Our transfer agent Computershare has attested to the proper mailing of the notice of meeting, proof of service of the notice of meeting shall be annexed to the minutes of this meeting. I have been advised that there are 2 or more shareholders who are present in person or who are represented by proxy who, in the aggregate, hold at least 120 of the outstanding voting shares of the company, as such, a quorum of shareholders of the company is present, and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineer's report, and I direct that their formal report be annexed to the minutes of this meeting. The first item of business at today's meeting is the presentation of the audited consolidated financial statements of the company for the year ended December 31, 2025, together with the auditor's report thereon. The financial statements and auditor's report are available on SEDAR and were mailed to any shareholder who requested them. Unless there's any objection, we shall dispense with the reading of the auditor's report. No vote is required with respect to this matter. But if you have any questions, I would be pleased to direct you to ask our financial team after the formal portion of this meeting. The next item of business is to set the number of directors. As described in the management information circular sent to shareholders in advance of the meeting, it is proposed that the number of directors of the company be set at 8. I move and second a motion to set the number of directors of the company at 8. I will pause here to see if any questions specific to this motion have been submitted. There are no questions with respect to the motion. As previously mentioned, the polls are open. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

The next item of business is the election of directors for the ensuing year. The Management Information Circular contains the names of management's proposed nominees to the Board of Directors, which are Russell Ball, Paul Harbidge, Alan Wilson, Catherine Arnold, Randy Engel, Robert Doyle, Audra Walsh and Arnd Brechneider. I am advised that each of the nominees is either present at this meeting or has consented in writing to act as a Director of the company. As there are no other nominations, I move and second a motion to elect the nominees set out in the management information circular dated May 7, 2026, as directors of the company for the ensuing year or until their successors are elected or appointed. I will pause here to see if any questions specific to this motion have been submitted. There are no questions with respect to the motion. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

The next item of business is the appointment of the auditors of the company. I move and second a motion that Deloitte LLP be appointed auditor of the company until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix their remuneration. I will pause here to see if any questions specific to this motion have been submitted -- there are no questions with respect to the motion. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

The next item of business at today's meeting is to consider, and if thought fit, to pass an ordinary resolution in the form set out in the management information circular approving the unallocated awards under the company's amended and restated long-term incentive plan as required pursuant to the policies of the Toronto Stock Exchange. I move and second a motion to approve the unallocated awards under the amended and restated long-term incentive plan of the company in the manner summarized in the management information circular dated May 7, 2026. The I will pause here to see if any questions specific to this motion have been submitted. There are no questions with respect to the motion. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Is there any other business that anyone present wishes to bring to the attention of this meeting? If there is no further business, we will provide registered shareholders and duly appointed proxy holders approximately 1 more minute to complete the electronic ballots. [Voting]

Voting is now closed. I would ask that the scrutineer compile the report regarding the results of voting on all business matters. I have been advised by the scrutineer that the ballots and proxies deposited for the meeting have been voted in favor of the resolutions. The number of directors for the ensuing year has been set at -- each of the 8 nominees have been elected as directors of the company to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed. The appointment of Deloitte LLP as the auditors of the company has been approved, and the Board of Directors of the company has been authorized to fix their remuneration. The unallocated awards under the company's amended and restated long-term incentive plan have been approved. I direct that the results of the poll will be included with the minutes of this meeting. The formal items of business as set out in the notice of meeting have now been dealt with. I move and second that this meeting now terminate. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. Thank you for attending. As the formal portion of the meeting has concluded, we will take a few moments to answer any questions received during the meeting. There are no further questions at this time. I would like to take this opportunity to thank our shareholders for taking the time to attend this meeting today and for their ongoing support.

This concludes the meeting. You may now disconnect.