Lundin Gold Inc. (LUG) Earnings Call Transcript & Summary

Welcome to the Annual General Meeting of the Shareholders of Lundin Gold Inc. I am Ron Hochstein, President and CEO of Lundin Gold. Today's meeting is being held as a hybrid meeting, taking place online and in person in Vancouver, British Columbia in order to facilitate increased shareholder attendance and participation. The matters to be considered today as set out in our circular are the receipt of Lundin Gold's 2024 financial statements, the reappointment of PwC as the company's auditors for another year, the election of directors, a say-on-pay vote, a vote on the company's amended and restated equity compensation plan and any other matters properly brought before the meeting. In accordance with the bylaws of the company, I will act as Chair of the meeting; and Sheila Colman, Vice President, Legal and Sustainability and Corporate Secretary, will act as Secretary of the meeting. With the consent of the meeting, Marissa [indiscernible] of Computershare will act as scrutineer of this meeting. If you have an objection or question regarding the appointment of the scrutineer, virtual attendees now have 5 seconds to submit your objection via the message link and in-person attendees may raise their hand. Will the Secretary, please assure us that the meeting has been properly called.

The notice calling this meeting, together with the form of proxy and management information circular have been sent to each director of the company, the auditors of the company and each intermediary and registered holder of common shares of the company of record on March 19, 2025, which was the record date for the meeting. These documents are available for any shareholder to read. Therefore, Mr. Chair, this meeting has been properly called.

Thank you, Sheila. Unless there are any objections, we will dispense with the reading of the notice of meeting. I am advised that according to the report of the scrutineer, a quorum is present. The final scrutineer's report will be included with the minutes of this meeting. I now declare that this meeting is regularly called and properly constituted for the transaction of business. Before we consider the business of the meeting, as this meeting is in a hybrid format, I would like to comment on the voting procedures and questions relating to matters of business. To facilitate the formal business of the meeting, Sheila Colman and Chester See will propose or second the formal motions. Shareholders and duly appointed proxy holders attending in person may ask questions with respect to motions by raising their hand. Questions from those shareholders and duly appointed proxy holders participating online can be asked using the Lumi platform. At any time during the meeting, duly appointed proxy holders and registered shareholders attending online who have not already provided voting instructions or appointed a proxy holder that are logged on and wish to vote their shares may do so using the Lumi platform. The polls are now open and will remain open until just before the conclusion of the formal business of the meeting. If you are a shareholder or proxy holder attending online and you have voted your shares prior to the start of the meeting, your vote has been received by the scrutineer, and there is no need to vote those shares at the meeting. As a reminder, any votes cast by electronic ballot or in person will supersede any votes previously submitted by proxy. Therefore, we recommend that shareholders that have already voted by proxy do not vote during the meeting. Those with us in person today can cast their votes by ballot on each motion. You can only complete a ballot today if you are a duly appointed proxy holder or if you are a registered shareholder who has not already returned a proxy form or who wishes to change their vote. Computershare provided ballots to registered and proxy holders upon registration at this meeting prior to entering the meeting room. If you did not receive your ballot upon registration, please raise your hand and Computershare staff will give them to you. The minutes of last year's Annual General Meeting of the Shareholders of the company held on May 10, 2024, are available for inspection by any shareholder. I now ask for a motion to dispense with the reading of the minutes of the last Annual General Meeting.

So moved.

Is there any discussion on this motion? Having read the minutes of the 2024 Annual General Meeting, I will now move on to the presentation of the audited consolidated financial statements of the company. As the next item of business, I now present the audited financial statements of the company and the report of the auditors thereon for the year ended December 31, 2024. The audited financial statements and auditor's report have been previously distributed to shareholders who requested such statements. Are there any questions dealing with the financial statements and the auditor's report for those attending virtually. You have 5 seconds to submit your question via the message link starting now. As there are no questions, I will proceed to the next item of business. The next item of business is the appointment of auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. It is proposed that PricewaterhouseCoopers LLP be appointed as the auditors of the company. Accordingly, I ask for a motion that PricewaterhouseCoopers LLP be appointed auditors of the company until the next Annual Meeting of Shareholders and that the Board be authorized to fix the remuneration.

I moved.

I second that motion.

Are there any questions? You have 5 seconds to submit your question via the message link starting now. As there are no questions, I would now ask those shareholders and proxy holders who have not already done so to vote. Results of today's voting will be announced at the end of the meeting. We will now proceed with the election of directors for the coming year. The circular, which was mailed to shareholders, contains the names of and information about management's nominees to the Board of Directors. I now declare the meeting open for nominations for directors.

I nominate Carmel Daniele; Gillian Davidson; Ian Gibbs; Melissa Harmon; Ashley Heppenstall; Ron Hochstein; Scott Langley; Jack Lundin; and Angelina Mehta, all of the directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected, subject to the provisions of the company's bylaws. According to the company's bylaws, the company must receive advanced notice of nominations of directors by shareholders. The company did not receive advanced notice of any director nominations in connection with this year's meeting within the time periods prescribed by the bylaws. Accordingly, the only persons eligible to be nominated for election to the Board are the nominees named in the circular.

I now ask for a motion that the proposed nominees be elected as directors of the company.

So moved.

I second that motion.

The vote on the election for directors is to be conducted by way of ballot. I would now ask those shareholders and proxy holders who have not already done so to vote. As a reminder to registered shareholders and proxy holders voting at the meeting online to vote on this item of business, you will find listed the names of the 9 nominees for election to the Board of Directors listed in the circular. For each nominee, you may vote for or against that nominee. Those registered shareholders and proxy holders voting at the meeting in person will make the same election on the ballots they were provided. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. As noted earlier, voting results for all resolutions will be summarized at the end of the meeting. The next item of business is to consider and if thought fit, approve a nonbinding advisory resolution approving the company's approach to executive compensation. The company's compensation discussion and analysis is set out on Pages 49 through 72 of the circular. The full text of the resolution is set out on Page 13 of the circular. I'll now ask for a motion to approve the nonbinding advisory resolution approving the company's approach to executive compensation.

So moved.

I second that motion.

Are there any questions? Virtual attendees, you have 5 seconds to submit your question via the message link starting now. As there are no questions, I would now ask those shareholders and proxy holders who have not already done so to vote. As noted earlier, voting results for all resolutions will be summarized at the end of the meeting. The next item of business is to consider and if thought fit, approve an ordinary resolution to approve the amendments to the company's Omnibus Incentive Plan and to authorize and approve the issuance of awards pursuant to the Omnibus Plan, which may be settled in up to 12,036,290 common shares of the company from treasury. The full text of the amended Omnibus Incentive Plan is set out in Appendix B of the circular. Full text of the resolution is set out on Page 15 of the circular. I now ask for a motion that the Omnibus Plan resolution set out in the circular be authorized and approved.

So moved.

Are there any questions? You have 5 seconds to submit your question via the message link starting now. As there are no questions, I would now ask those shareholders and proxy holders who have not already done so to vote via electronic ballot. This concludes the items of business set out in the notice of meeting. For virtual attendees, the polls are still open. And if you're a registered shareholder or proxy holder and have not submitted your vote by ballot or proxy, please do so now by selecting the applicable voting option on the voting panel. We will pause for 30 seconds to permit voting before closing the polls on all items of business. [Voting]

Voting on all motions is now closed. I've been advised by the scrutineer that the proxies [indiscernible] for the meeting have been voted in favor of all resolutions and that the requisite majorities have been obtained for the election of the nominated directors, the appointment of auditors and the appointment of auditors. In addition, the shareholders have voted for on a nonbinding advisory basis, the company's approach to executive compensation as set out in the circular. Rather than hold up the business of the meeting for the final tabulation of the votes cast, I direct that the results of in-person votes and votes compiled through the polls taken be included with the minutes of this meeting and be posted on the company's SEDAR+ profile at www.sedarplus.ca after this meeting. The formal items of business for this meeting have now been dealt with. Is there any further business? For virtual attendees, if you would like to raise any further business at this meeting, you can do so by using the message link. You have 5 seconds to submit any further business using the message link. As there's no further business and unless there is any objection from those in attendance at this meeting, I shall now declare the formal meeting terminated. As there are no objections, the meeting is now terminated. I would now like to give you a presentation on the company. I see. Correct that we will not be giving a presentation. We just completed our first quarter conference call. I recommend the shareholders that are listening to vote to that. Since there are no other matters of business, I declare the meeting now terminated. We will be holding an information session following the meeting today. However, Lundin Gold's quarterly results call was held earlier today. If you were unable to attend, would like to listen to the call or access the webcast, we invite you to visit the Investors page on Lundin Gold's website where the recording and related matters are available. Thank you again for your ongoing trust and investment in our company.