Galiano Gold Inc. (GAU) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Galiano Gold 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 obtained all required consents 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 Matt Badylak, President and CEO of the company. The floor is yours.

Thank you, Eve. Ladies and gentlemen, welcome to the 2024 Annual General Meeting of Shareholders of Galiano Gold. I am Matt Badylak, President and CEO of the company and with the consent of the meeting, I will chair this Annual General Meeting. Also in attendance with me is the company's Chief Financial Officer, Matthew Freeman. Unless there are any objections, I'll appoint Greg Smith, Corporate Secretary of the company, to act as Recording Secretary of the meeting. With the consent of the meeting, I'll also appoint [ Serum Popala ] of Computershare Investor Services, Inc., the company's transfer agent, to act as scrutineer for the meeting. Hearing no objections, I will now provide some procedural information regarding the meeting. The company is holding the meeting in a virtual-only format. Shareholders will have the opportunity to participate and vote at the meeting through Computershare's online meeting platform. Voting on matters before today's meeting will be conducting -- conducted in the following procedure. Voting on all matters will be conducted by electronic ballot through the online system. Only registered shareholders and duly appointed proxy holders who have properly logged in with their 15-digit control number or invitation code will be able to vote on each business item. To vote, simply click on your choice of for, withhold or against as applicable. A confirmation message will appear to show your vote has been received. To change your vote, simply change your selection. The votes you have submitted on each polling item at the time the poll closes will be recorded. Totals in favor or against or withheld, as the case may be, for each resolution item, will be tallied by the scrutineer once the voting is completed, and the Chair will report on the preliminary outcome of all motions at the end of the meeting. We remind you that if you are a registered shareholder and you have already voted by proxy, unless you wish to change your vote, you do not need to vote again. Those in attendance who have registered as guests are not able to move motions, submit any questions, vote or take any other action. You may vote on the online platform by clicking on the vote button once the poll is open to cast your votes. Once the polls close, your votes will be automatically submitted and the resolution will reflect closed on the virtual meeting site. For efficiency, we'll be opening all polls on the matters that will be voted on at the beginning of the meeting once the quorum is established, and we will close these polls after the last matter has been dealt with. Questions or objections in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service on the online interface. Please note that there may be a slight delay in the questions being submitted to us. If you feel you do not have enough time, please indicate that you have a question using the instant messaging service, and we'll pause the meeting until you've had an opportunity to ask your question. Although questions can be submitted throughout the meeting, I encourage you to submit your questions early and one at a time. They will be addressed at the appropriate time during the meeting. Any questions on topics related to today's subject matter will be addressed. We request that questions be kept short and to the point. To expedite the meeting in accordance with the articles of the company, I will move motions and no motion needs to be seconded. I now ask that this Annual General meeting come to order. Now Mr. Smith, do we have a quorum?

I have the scrutineers' preliminary report on attendance at the meeting, which states as follows: there are no shareholders present in person at the meeting. There are 83 shareholders present by proxy, representing 187,495,125 shares. The shares represent 73.78% of the outstanding shares of the outstanding shares of the company. I confirm that this meets the quorum requirement.

Thank you, Greg. Please table the notice of this meeting and declaration of mailing.

So tabled.

The notice of meeting and all proxy-related materials were mailed to the shareholders in accordance with the company's articles and applicable laws. I have an affidavit as to such mailing, which is available for inspection by any shareholder. In view of this, unless there is an objection, we will dispense with the reading of the notice of the meeting. You have 15 seconds to submit your objection or discussion via the message link. Being done with the consent of the meeting, I'll dispense with the reading of the notice of the meeting. With the notice of the meeting having been given in accordance with the articles and applicable law and quorum being present, I declare this meeting to be duly called and properly constituted for the transaction of business. The polls are now open. The minutes of the last Annual General Meeting held on June 1, 2023, are filed in the minute book and available for inspection. Unless there is an objection, we will dispense with the reading of the minutes of the last Annual General Meeting of the company. You have 15 seconds to submit any objection or discussion via the message link. Seeing none, the minutes of the last Annual General Meeting of the company will be taken as read and approved. I now submit the company's audited financial statements for the financial year ended December 31, 2023, the auditor's report thereon and the related management discussion and analysis, which together constitute the company's annual financial statements. The company's annual financial statements were mailed to all shareholders requesting a copy and are available on SEDAR at www.sedar.com or upon request made to the Chief Financial Officer and Corporate Secretary of the company. Unless someone specifically requests, the auditor's report will not be read at the meeting. I declare that the audited financial statements of the company for the financial year ended December 31, 2023, the auditor's report thereon and the related management discussion and analysis are received by the shareholders and accepted as presented. The next item of business is to set the number of directors for election at the meeting at 7 as described in the management information circular for the meeting. I now move that the number of directors be set at 7. I see that there are no registered shareholders or duly appointed proxy holders present on the call. As such, I will now move on to the next item of business. The next item of business is the election of directors for the ensuing year. The number of directors to be elected to the Board to hold office for the ensuing year is now set at 7. Therefore, on behalf of management, I nominate the following 7 persons for election to the Board for the ensuing year: Paul N. Wright, Judith Mosely, Dawn Moss, Greg Martin, Moira Smith, Navin Dyal and myself, Matt Badylak. Each of the persons nominated was named in the management information circular prepared for this meeting and has consented in writing to act as a director. The articles of the company include advanced notice provisions and no further individuals were nominated for the position of director in accordance with the articles. Accordingly, management's nominees proposed for election as set out in the information circular prepared for this meeting are all of the director nominees. As I noted earlier, there are no registered shareholders or duly appointed proxy holders on the call. Preliminary voting results for all resolutions will be summarized at the end of the meeting and I'll now move on to the next item of business. The next item of business is the appointment and the remuneration of the auditor for the ensuing year. I now move that EY LLP Chartered Accountants be reappointed as auditor of the company to hold office until the close of the next Annual General Meeting and that the Board of Directors of the company be authorized to fix the auditor's remuneration. I will now move to the next item of business. Our last item of business, last Item 4 business is the company's advisory vote on the company's approach to executive compensation. So without further ado, I will present the resolution. Be it resolved that on an advisory basis and not to diminish the roles and responsibilities of the Board of Directors of the company, the shareholders of the company accept the approach to executive compensation disclosed in the management information circular of the company dated May 3, 2024, delivered in advance of the 2024 Annual General Meeting of Shareholders of the company. I now move that the resolution -- I now move that the resolution with respect to the advisory vote of the company's approach to executive compensation be approved. As this is the last item of business, we will now pause for a while, while the scrutineer completes the preliminary tabulation. [Voting]

I now have been advised by the scrutineer that he has completed the tabulation of votes for all resolutions. Based on the preliminary tabulation, I declare that the requisite majorities have been obtained for, the resolution to set the number of directors at 7, the election of nominated directors, the appointment and remuneration of the auditor and the advisory vote on the executive compensation. The detailed voting results for this meeting will be posted on the company's SEDAR profile after this meeting is complete. As all the business for the meeting has now been completed, is there any further business? Hearing none, I now declare that the Galiano Gold 2024 Annual General Meeting has come to a close. Thank you very much.

And this concludes the meeting. You may now disconnect.