K92 Mining Inc. ($KNT)

Good morning. It's now 10 AM, the scheduled start time of the meeting. My name is John Lewins, CEO of K92 Mining Inc. I welcome you to the company's 2026 Annual General Meeting of Shareholders. We're pleased to host the meeting in-person in Vancouver and through this virtual meeting platform, accessible to all our shareholders regardless of physical location to participate, submit questions and vote. I'd like to introduce you to Anne Giardini, Chair of K92, who will chair this meeting. Thank you.

Thank you. I officially call the meeting to order and appoint Nancy La Couvee, Corporate Secretary of the company, to act as Secretary of the meeting; and Sonia Handa of TSX Trust Company to act as scrutineer of the meeting. All registered shareholders who held K92 Mining shares in their name as of April 16, 2026, the record date of this meeting or their validly appointed proxy holders are entitled to vote at this meeting. To expedite the meeting, we will deal with the formal business of the meeting first. And afterward, David Medilek, K92's President and COO, will give a presentation and will also be available to answer any questions that you may have. I will now start the formal business of the meeting. On April 28, 2026, the notice of meeting, notification of notice and access, form of proxy and request for annual and interim financial statements of the company were mailed to all of the shareholders of record as of the close of business on April 16, 2026. The affidavit as to how such mailing was prepared by the TSX Trust Company and is available for inspection by any interested party. In view of this having been done on the turn objection, I will dispense with calling for a reading of the notice and I will take the notice of meeting as read. The declaration as to mailing will be filed with the minutes of this meeting to be retained by the Secretary with the records of the meeting. As such, proper notice of the meeting has been given. If you voted prior to the meeting by proxy, you do not need to cast your vote at this meeting unless you wish to change your vote. As specified in the notice of the meeting, the items of business for the meeting are: to receive the audited financial statements of the company for the year ended December 31, 2025; to fix the number of directors at 7; to elect 7 directors for the ensuing year to appoint the auditor for the ensuing year; to authorize the directors to fix the auditor's remuneration and to approve a nonbinding advisory resolution accepting the company's approach to executive compensation. All resolutions must be approved by a simple majority of votes cast either in person or by proxy as ordinary resolutions. We will conduct the votes on each of the matters by a poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on that matter and held by that shareholder. The poll will be open for all resolutions at the same time for shareholders attending virtually. This will allow you to choose to vote on each resolution immediately or you can wait until the conclusion of discussion on each resolution before you cast your vote. For shareholders attending in person, you would have received a ballot when you arrived. The ballot will include each item of business being voted today. Please mark and sign your ballot as the meeting progresses if you have not already done so, and the scrutineer will collect them. Registered shareholders and their duly appointed proxy holder who are attending the meeting virtually will have the ability to vote at the meeting if they have not yet voted by proxy or to change their vote if they've already voted by proxy. Once voting is declared to open, please click the voting button to the left on your screen. The text and voting to office will be displayed in the pop-up window. To vote, select your voting direction and click submit to cast vote. If you've already submitted your votes by proxy and don't wish to change your vote, no action is required. For restrict shareholders and their duly appointed proxies only, there will be an opportunity to ask questions by text reach resolution in turn. To ask a question, please click Ask a Question. Your question will be answered during the meeting. Once discussion on all items of business has concluded, I will give you a minute to enter your votes online, and then I will declare voting closed on all resolutions. Preliminary voting results will be provided during the meeting, and final voting results will be provided after the conclusion of the meeting. The final results of the meeting will be announced in a news release and will be available on our website after the meeting. We will consider each of the items on the agenda in turn, responding to questions on that item of business, if any, will it is before the meeting. In order to expedite the formal business of today's meeting, I will make all of the motions a seconder is not required. I now declare the polls open for all resolutions. I was advised by our scrutineer that there is a quorum present, being 2 persons present or represented by proxy who, in the aggregate, hold at least 25% of the issued shares of the company. I direct that the final report of scrutineer be filed with the minutes of the meeting. The notice of the meeting haven't been given as required by the articles and by the Business Corporations Act British Columbia and a quorum being present, I declare this meeting to be duly called and constituted for the transaction of Business. The last meeting of shareholders was held on June 10, 2025. I confirm the minutes on the 2025 Annual General Meeting reflect a true record of the proceedings. The minutes of that meeting are available for review by any shareholder. I'd like anyone wishes to have them read, I will dispense with the reading of the minutes of the last Annual General Meeting and the minutes will be taken as read and have approved and adopted as tabled. The initial item of business is consideration of the audited financial statements of the company and the report of the auditor. It's customary to have the meeting acknowledge receipt of the financial statements. A copy of the financial statements and auditor's report for the year ended December 31, 2025, is available on the company's website and the SEDAR website as well as by request by the company should any shareholder wish to say them. Therefore, the audited financial statements of the company for the year ended December 31, 2025, and the auditor's report on those statements will be acknowledged as having been received. Is there any discussion? Hearing no discussion, I acknowledge the financial statements as having been received. The first item of business is the approval of an ordinary resolution setting forth the number of directors for the company at 7 for the forthcoming year. I move that the number of directors for the ensuing year be fixed at 7. Is there any discussion? If there are no questions, please cast your vote on item 1 by hitting the voting button before we move on to item 2. Please vote now. [Voting]

The second item of business is the election of directors by the company -- of the company. Directors elected at this meeting will hold office until their successors are elected or appointed subject to the company's articles and the Business Corporations Act British Columbia. Each of Michael Carew, Mark Eaton, Anne Giardini, Saurabh Handa, Cyndi Laval, Nan Lee and John D. Lewins have informed the company that they will stand for election at this meeting, and they are management's nominees for election to the Board this year. I nominate the following individuals as directors of the company to hold off the next annual meeting of the company or until their successors are duly elected or appointed, subject to the provisions of the company's articles. Michael Carew, Mark Eaton, Anne Giardini, Saurabh Handa, Cyndi Laval, Nan Lee and John D. Lewins. Are there any nominations for other directors? Seeing no further nominations, I move that the nominations be closed. Are there any questions on this motion? If there are no questions, I ask that you please cast your votes on item 2 before we move on to item 3. Please vote now. [Voting]

A majority of votes cast is in favor of the election of the nominees. And accordingly, I declare the motion carried and the persons nominated are elected as directors of the company by acclamation to hold office until the next Annual General Meeting of the company subject to the articles of the company and the Business Corporations Act of British Colombia. Appointment of auditor. The third item of business is the appointment of auditor of the company for the ensuing year and the authorization of the company's directors to fix the remuneration of the auditor. I now move that PricewaterhouseCoopers LLP, chartered professional accountants, be appointed as auditors of the company for the ensuing year, and that the directors of the company be authorized to fix the remuneration of the auditor. Is there any discussion? If there are no questions, I ask that you please cast your votes on item 3 before we move on to item 4. Please vote now. [Voting]

The fourth item of business is to approve an advisory resolution on the company's approach to executive compensation as more particularly set out in the company's management information circular by the meeting. The text of the resolution to approve the company's approach to executive compensation is set out on Page 17 and 18 of the management information circular. I now move that the nonbinding advisory resolution on executive compensation set out on Pages 17 and 18 of the information circular be approved which unless a shareholder present desires of I will not repeat. Is there any discussion? If there are no questions, I ask that you please cast your votes on item 4. Please vote now. [Voting]

Thank you. For those of you who have not yet vote on all of the resolutions and wish to do so, please do so now as I will shortly host the poll. I will close the poll on all resolutions in 30 seconds to allow online dealers to catch up. [Voting]

I confirm the polls are now closed. I ask that the scrutineers provide their preliminary report on the votes -- on the results of the voting. I ask the secretary to confirm receipt of the scrutineer's report and confirm that all resolutions are passed. The scrutineer has provided their preliminary report of the results of the voting at today's meeting. On the matter of setting the number of directors, I am advised by the scrutineer that greater than a majority of the votes cast have been voted in favor of setting the number of directors at 7. Therefore, I declare that this motion is carried. On the matter of the election of directors, I am advised by the scrutineer that greater than a majority of the votes cast have been building in favor of election of all of the nominees being Michael Carew, Mark Eaton, Anne Giardini, Saurabh Handa, Cyndi Laval, Nan Lee and John Lewins. Therefore, I declare that this motion is carried. On the matter of appointment of auditors, I am advised by the scrutineer that greater than a majority of the votes cast have been voted in favor of the appointment of PricewaterhouseCoopers LLP, chartered professional accountants. Therefore, I declare this motion is carried. On the matter of approval of the advisory resolution on executive compensation I am advised by the scrutineer that greater than a majority of the votes cast have been voted in favor of the advisory resolution. Therefore, I declare that this motion is also carried. A news release disclosing the voting results will be issued and filed online on the SEDAR+ website and will be available on our website shortly. We have now concluded the formal business of the meeting. Is there any other business that anyone in attendance wishes to bring to the attention of the meeting? If there's no further business to be brought before the meeting, I declare that the formal part of this meeting is concluded.

Well, thank you. This concludes the formal portion of the meeting. I'd now like to introduce David Medilek, President and CEO of K92, who will present a corporate update. Following this, he is available to answer any questions you may have. You may submit questions through the Ask a Question icon that appears on your screen. Over to you, David.

Thank you, John. Just confirming that everyone can hear me and see the screen share. I'll take that as a yes. It is with great excitement to be providing a corporate update on K92 during a very transformational time for the company. Forward-looking and cautionary statements to read at your leisure. I've said it before, and I'll say it again, K92 a Tier 1 opportunity, a special situation in the precious metal sector. Effectively, in May 2017, we made a disruptive infrastructure discovery called Core North, 2 to 3x a thickness, 2 to 2x the grade, much better geotech metallurgy and geologic continuity compared to the Ermita deposit that we're mining at that time. It effectively checked all the boxes for a highly productive underground We rapidly pivoted to mining core North. And in early 2018, we declared commercial production, largely self-funding multiple stages of expansion as shown on the chart on the bottom left. With our most transformational expansion stage 3 to 300,000 ounces go equivalent per annum now well underway, plus plans for stage 4 expansion to over 400,000 ounces gold run rate, which I will go over later in the presentation. The geo launch of Continuity is exceptional and leveraging our free cash flow, we have significantly grown high-grade resources at Core and plus executed disciplined porphyry program as shown on the chart on the bottom right. The team is very experienced operating in Papua New Guinea. And last year, the company celebrated its 10-year anniversary. Our balance sheet is strong and continues to strengthen with free cash flow generation expected to accelerate. We remain strongly focused on ESG with strong relationships with government and community and our workforce. And we see a strong re-rating potential with over 40% re-rating to pure multiples implied on a price and at basis while offering one of the best growth profiles amongst peers. In terms of the balance sheet, we ended Q1 with a record cash position of $287 million and see the cash balance significantly growing over the course of the year. We are widely covered by investment banks with over 12 banks having active coverage and our shareholder register is strong. In terms of sustainability, we remain laser-focused on doing the right thing. We are a major employer major taxpayer with strong environmental and city performance with rapidly expanding community social and infrastructure programs. The slide features our 2024 sustainability report, and I'm pleased to report that next week, we plan to announce our 2025 sustainability report. In many of our press releases, received locally in Papua New Guinea, we highlight that the mine expands so due to the benefits that our local communities in Papua New Guinea receive. And you will certainly see the year-over-year increase in benefits to the stakeholders in the 2025 sustainability report. We are very proud of the positive impact we are making. Looking back, 2025 was a transformational year for Cat. The company shows the grand opening -- sorry, the photo shows the grand opening of the state expansion centered by the Prime Minister Bupa Guinea, the Honorable James Rappi, within the Mining Minister at the time, no governor of Morobe province omada, and local MP for Kainantu them William Hagluno with our CEO, John D. Lewins, and Chair and Jardine celebrating this major milestone. But the plant was delivered under budget and is performing well, as I will go into later in the presentation. Our strategy has been to systematically expand into a Tier 1 mid-tier producer. In 2020, we delivered Stage 3, doubling plant capacity to 400,000 tonnes per annum. In 2023, we delivered Stage IIa increasing the capacity to 500,000 tonnes per annum. And in December 2025, we completed commissioning of a brand-new stand-alone state-of-the-art 1.2 million tonne gram process plan. Stage 3, targeting 300,000 ounces of gold equivalent per. The platinum was designed and built to be easily expandable. Combination circuit is oversize and allowances were made to enable effective -- cost-effective expansion of the flotation circuit and filter presses to increase capacity by 50% to Stage 4, which is 1.8 million tonnes per annum, targeting run rate production of over 400,000 ounces per equivalent. As of the end of April, 98% of Stage 3 growth capital has been spent or committed and the project remains on budget. The old Stage IIa plant remains available for other ore sources as they are developed. In terms of operational results, K92 has demonstrated a strong record of expanding production as shown in the chart. In 2025, we achieved the upper half of our production guidance and -- we have had a good start to the year with Q1 recording production moderately above budget, and we reiterate our production guidance for 2026 of 190,000 to 225,000 ounces of equivalent. In terms of physicals, we have demonstrated a strong track record of ramping up material movements and lateral bets, and I'm particularly pleased with the increase in development meters. In Q1, we marked a major milestone, a record, achieving the 1 kilometer per month requirement for the stage 3 extension. And in March and April, we delivered consecutive monthly development records with April recording 1,109 meters of development, well exceeding the Stage 3 expansion requirement. We remain in a strong position to ramp up development and achieved a 1.2 million -- sorry, 1.2 kilometer per months requirement for the Stage IV expansion later in the year and are planning to exceed it in 2027. In terms of process plant performance, we are very pleased. Q1 marked the first month of the new Stage 3 expansion process plant operating. The plant achieved gold recoveries exceeding the updated DFS by 2.5% with copper recoveries in line. Additionally, the plant has delivered numerous daily throughput records exceeding plant design nameplate. To achieve the Stage III expansion in terms of moving material from the underground, the mine is being transformed through several key enabler infrastructure upgrades. As you can see from the slide, there are quite a few check marks. The twin incline is complete, the ore pass system completed, Pumpen complete and the internal ramp system complete with the Puma event and the internal ramp system actually completed last quarter. Over the next few slides, I'll go over each of these projects and the positive impact they bring. Starting with the twin incline. On the left incline we acquired with the asset and on the right is the twin incline we developed. The twin incline capable of operating trucks 50% larger and traveling 3 to 4x the speed of the old incline. It is effectively an underground highway, enabling the operation of service trucks that can report directly to the process of driving significant economies of scale. On January 24, we are very pleased to achieve a major milestone, which is the completion of the internal ramp. This connects all mining fronts to a highly productive trending client, turning the underground into one line as shown on the banner. Bring significant synergies through having one crew instead of two crews, which was one operate in the upper mine and one operating in the lower mine. In August of last year, we are pleased to have completed our first material as shown in the images. This reports material roughly 350 meters vertically, leveraging gravity to the twin incline where they get loaded on trucks, which is effectively the underground highway delivering significant economies of scale. The second material path is almost completed, and we'll look to have that operational. By the end of the quarter. And in Q3, we plan to start development of a third material past. Significant upgrades are being made to our ventilation circuit. As shown in the image is our event chamber. This is an absolutely massive structure, 15 meters wide, 9.5 meters vertical, and that profile actually 35 meters into the page and it tapers for another 35 meters. Each motor on those fans is 185 megawatts, and this takes care of our ventilation requirements well beyond what we need today. It caters for Stage 3, Stage 4 and life of mine. To conserve power, these are variable speed fans, so we'll be able to operate at 350 cubes per second initially. We plan to get these operational in the third quarter, but we're currently doing an electrical run for this. In terms of the Puma event incline, pleased to have broken through that in late February. This drove a 75% increase in our ventilation air float. This meets the initial ventilation requirements for the Stage 3 expansion. The team is about to install the life of mine geotechnical structures, which are the tunnels. Concurrent with the underground infrastructure upgrades that we are making, we have significantly opened up the underground mine. Front #1 is where we've been mining since declaring commercial production, Front #2, we call the lower core. We are pleased to have commenced long-hole stoping in April. And then front #3 is what we call the twining client front, where we look to start a long-haul stoping first on the jumping in the third quarter -- in addition, we've made significant increases to our mobile fleet to drive the expansion as shown on the table. There is a particularly large increase to our load and haul fleet. The image on the right is 1 of 4 underground motors that have arrived on site year-to-date. By the end of the year, -- we are scheduled to get another jumbo, which will position us to well exceed the 1.2 kilometer per month development rate required for the Stage 4 expansion. The support from government has been very strong and government has been in our view, a key factor in the success of the operation. The slides here show the various site visits from government delegations, and we are very pleased to have hosted the Mining Minister, the Honorable earlier this month. Looking at the GaN chart, you will see that we are on the cusp of completing all of the key neighbored projects for the Stage III expansion. This is an image of the new Stage III expansion process plant, which, as I noted earlier, was completed under budget and is performing extremely well. In terms of our ancillary construction projects, they are largely complete. The Phase II power upgrade was actually completed the other day. We are looking at doing a further expansion to the community as you can see from the area that's been cleared, adding another 192 rooms. A major development focus for us this year in terms of infrastructure is the underground pastille plant. As a reminder, the way the circuit works, is that we produce a tailings filter cake in the valley at the tailings filtration plant that's next to the process plant. The has tracked up to a surface storage system staging area near the portal area, and then it gets trucked as required to the underground paste fill plant. All long lead time items have been -- have arrived on site. All contracts have been awarded and significant progress is underway. The first is the tailings filter plant construction was completed earlier this quarter. And you can see that in April, we actually started commissioning of the filter cake. We are pleased with the performance of the filter, plus the total moisture limit is actually better than the design and that enables us to effectively transport the filter cake from the ballot up to the surface staging area near the portal. In terms of the surface storage area, that is tracking very well, rapidly moving along with the erection of structural steel, and we plan to get that completed in July. In terms of the underground, the underground pay silo, that is actually complete. The last part was completed the other day, and they are in the process of installing a Grizzly. We aim to get the Pastel Circuit Commission by the end of the year. In terms of the river crossings, the BALPA bridge that was completed in April, the Kokomo and the River Crossings are planned to be completed in July. Concurrent with this, we are doing a major upgrade to the whole roads. This unlocks the ability to operate the 60-tonne trucks underground, which would then report directly to the mill. Currently, as you can see from the River Crossing image, you can see the current bridge that has a payload restriction of 20 tonnes. So we're actually able to triple the payload of the trucks that we're operating, plus is a much more efficient road through widening and straightening and smoothing out the gradients. In terms of exploration, we currently have 13 drill rigs operating. We have 6 underground. Those are targeting #1 to 3, and then #4 to 5 is targeted by the balance of our storage. We are actually adding 2 more rigs. We had a rig arrived in country last month, which is being commissioned, and we plan to have another rig arrive next month to get that operating in July. Looking at Kora, the last set of results we put out was about 100 holes that was out in February. I'm really pleased with the results. There's a few themes to highlight here. Number one, as you can see from the dashed ellipse in the upper part of the mine, we continue to increase the high-grade zones up dip through increasing the drill density. As you can see, some the results at 18 meters at 11.7 grams, 4.4 meters at 29.6 grams. Concurrent with that, and what was particularly exciting from the drilling results was the extension of mineralization at depth. This is Kora Deeps. So one of the major areas that we're starting to focus on is pivoting from the infill drilling for the State Street expansion to now more step-out drilling. The mineralization has extended hundreds of meters below the twin incline and also the known resource, and some of the highlights are 8 meters at 10.2 gram per tonne and 17.2 meters at 5-gram per tonne gold equivalent. Similar story with Significant high-grade results recorded 300 to 400 meters below between incline resource at 6.8 meters at 6.2 grams per tonne and 8.5 meters, at 8.64 gram per tonne. Importantly, when you actually look at the lithology of the core, you'll see that it shows strong indications that the system remains robust at depth and that depth extension remains highly prospective. At Judd, we also extended high-grade realization dip, 16.1 meters at 14.4 grams per tonne and 5.5 meters at 67-gram per tonne. From both long sections, you'll see that there are significant quadrants that have yet to be drilled, and we continue to believe that we are just scratching the surface. Another important item to flag with Kora is the significant high-grade copper zone as we go to the south and also at Magenta in this long section actually represents over 4% copper, so very high grade. Eric Campa, in terms of our regional exploration is a major focus for us. It's located actually close to the process Pantin corn Judd, roughly 4.5 kilometers away. We currently have 5 drill rigs operating, and we are targeting a maiden resource over the coming weeks. This just shows you the significant growth that we've achieved at -- In February 2024, we announced our initial drilling results with one drill rig operating, and now we have five drill rigs operating and have significantly expanded the strike. At Arakompa, there is both high-grade vein systems and a bulk component with the bulk component shown on this slide. Speaking with our BPX, Rob Smiley. He is of the view that we have over 25 years of exploration drilling in front of us. We are very pleased that we have increased our exploration budget this year by over 50% with a forecast of $31 million to $35 million. And we believe, as I said earlier, that we are just scratching the surface. I will now hand it over for any questions. Thank you. Anna and John, there are no questions asked.

Thank you, everyone, for attending the 2026 AGM of K92 Mining. The meeting is now terminated.