Goldcliff Resource Corporation (GCN) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is [ Rachel Hong ], and I'm a lawyer at [ Auslander LLP ], the company's legal counsel. Welcome to the company's 2025 Annual General and Special Meeting. With the consent of the meeting, I will act as Chair of the meeting, and I appoint George Sanders, President, CEO and Director of the company, to act as [indiscernible] Secretary of the meeting. Seeing no objections, we'll proceed on that basis. Also present in person at this meeting is Paul Saxton, Director of the company. And there are no other people present in person at the meeting, we'll just move to the rules of the meeting. The rules I propose are as follows: questions in respect of a motion can be submitted only by any registered shareholder or duly appointed proxy holder attending the meeting in person. Any person attending via teleconference who wishes to ask any questions may ask questions during the general question period at the end of the meeting. While asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. General questions will only be addressed during the question period at the end of the meeting provided that questions submitted by a registered shareholder or duly appointed proxy holder attending the meeting in person regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. In order to expedite the formal business of the meeting in accordance with the articles of the company, I will propose all motions and no motions need to be seconded. The matters to be considered at today's meeting are to receive and consider the company's audited financial statements for its fiscal year ended October 31, 2024, and the auditor's report on those statements; to elect directors for the ensuing year, management's nominees are George Sanders, Edwin Rockel, Paul Saxton, Gary Moore and Sam Zastavnikovich; to appoint Davidson & Company LLP as the auditor of the company for the ensuing year and to authorize the directors to fix the auditor's remuneration; to consider and if thought fit, to pass with or without variation the stock option plan resolution as defined in and as more fully described in the management information circular in respect of the meeting; and to transact such other business that may be properly put before the meeting. Francesca Power of Computershare Investor Services, Inc., the company's registrar and transfer agent, will act as scrutineer of the meeting. The Business Corporations Act of British Columbia requires that the shareholders of the company be given not less than 21 days notice of any shareholders' meeting. The notice of meeting, information circular, form of proxy, voting instruction form and annual return card were mailed on April 3, 2025, to the company's shareholders of record as of the record date for the meeting as evidenced by the affidavit of mailing, a copy of which is now tabled for review by any interested party. Please advise if you'd like to review the affidavit of mailing, a copy will be e-mailed to you. Unless there's any objection, I will dispense with the reading of the notice of meeting. Copies of the circular and other meeting materials are available on the company's SEDAR+ profile. Pursuant to the articles of the company, the quorum for the transaction of business at a meeting of shareholders is 2 persons who are or who represent by proxy, shareholders who in aggregate hold at least 5% of the issued shares entitled to be voted at the meeting. I received the scrutineer's interim report and, as appropriate, notice of the meeting has been given and a quorum present. As Chair, I now declare this meeting to be regularly called and properly constituted for the transaction of business. As permitted under the company's articles, shareholders may listen in today's meeting by telephone conference. However, as mentioned, only registered shareholders and duly appointed proxy holders attending the meeting in person may vote. If there are any uncertainties regarding voting results, I shall in good faith use my discretion using -- including the taking of a poll on any motion if and as necessary. To facilitate the progress of this meeting, voting will be conducted by a show of hands unless a poll is demanded. Additionally, in accordance with the company's articles, motions may be moved by any registered shareholder and duly appointed proxy holder attending in person. And as was noted, motions are not required to be seconded unless I rule otherwise, and I'm entitled to propose or second the motion as Chair. As mentioned, I will propose all motions and no motions need to be seconded to expedite the formal business of the meeting. I move that this meeting authorize the secretary of the company for the [indiscernible] of the company to [indiscernible] of the proxies return for this meeting after a period of 3 months from today. All those in favor to signify by raising their hand. [Voting]

Carried. The next item of business is the consideration of the financial statements of the company. The financial statements of the company for the year ended October 31, 2024, are being presented to the meeting and are available for review on SEDAR+. Financial statements are not formally approved by the shareholders. However, since they must be presented to the meeting, it is customary to have the meeting acknowledge receipt of the financial statements and the auditor's report on those statements. Therefore, I move that the financial statements of the company for the year ended October 31, 2024, and the auditor's report on those statements be received. All those in favor to signify by raising their hand. [Voting]

Contrary? Motion is carried. The next item of business is the election of directors to serve until the Annual General Meeting or until their successors are appointed. The Business Corporations Act of British Columbia requires that any individual nominated to act as a director must either be present at the meeting and not refuse the nomination or if not present, the individual must have provided the company with written consent to act as a director before being elected. Management has nominated the following individuals for election as directors of the company: George Sanders, Edwin Rockel, Paul Saxton, Gary Moore and Sam Zastavnikovich. In light of the company's Advance Notice Policy and noting that the company has not received notice of any nominations pursuant to such policy, I declare nominations closed. I move that the 5 persons nominated be elected as directors of the company to serve until the next Annual General Meeting or until their successors are appointed. All those in favor? [Voting]

Contrary? Motion is carried. Next item of business is to appoint the company's auditor and authorize the directors to fix their remuneration. The company's auditor is Davidson & Company LLP. I move that the company appoint Davidson & Company LLP as the company's auditor to hold office until the close of the next Annual General Meeting and authorize the directors of the company to fix their remuneration. All those in favor? [Voting]

Contrary? Motion is carried. The next item of business relates to the approval and confirmation of the company's rolling stock option plan as required under the policies of the TSXV. I move that shareholders pass the stock option plan resolution as defined and as more fully described in the management information circular for this meeting. All those in favor? [Voting]

Contrary? Motion is carried. And is there any other business which may be properly brought before the meeting?

Management has none, Chair.

Are there any further questions, including any questions from anyone attending via teleconference?

None.

Great. As there's no further business, I declare the meeting concluded. Thank you for attending, everybody. Thank you.

Thank you, Rachel. Thank you, Francesca.

Thanks, everyone. Thank you. Talk to you guys later.