Mandalay Resources Corporation (MND) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Tammy Chan, and I will be the meeting facilitator today. At this time, I would like to welcome everybody to the Annual General Meeting of Shareholders of Mandalay Resources Corporation. Please note that this meeting will be recorded. I would like to introduce Brad Mills, Chair of the Board of Mandalay. Mr. Mills, the floor is yours.

Thank you, Tammy. Good morning, ladies and gentlemen. It is now 9:00 a.m., and I ask the meeting to come to order. My name is Brad Mills, Chair of the Board of Mandalay Resources Corporation, and I will act as the Chair of this meeting. On behalf of the Board of Directors and management of Mandalay, welcome, and thank you for taking the time to attend our Annual Meeting of Shareholders. We are pleased to host the meeting through the TSX Trust Company's virtual meeting platform accessible to all our shareholders, regardless of physical location to participate, submit questions and vote. We will proceed with the formal items on the agenda. I'll now call the meeting to order and appoint Jasmine Virk to act as Secretary of the meeting; and sends [ Kathy Ravelo ] of the TSX Trust Company to act as scrutineer of the meeting. Only registered shareholders who held shares in their name as of April 14, 2022, the record date of this meeting, or their validly appointed proxy holders are entitled to vote at this meeting. Mandalay used notice and access delivery to furnish proxy materials to shareholders via the internet this year. A notice and access notification containing the instructions on how to access Mandalay's proxy materials for the fiscal year ended December 31, 2021, was mailed to all shareholders of Mandalay. Proof of service of these documents have been presented to me by the Secretary of the meeting. I direct that the proof of service be annexed to the minutes of the meeting. We will now conduct votes on the matters before us via poll. On a poll, each registered shareholder or their duly appointed proxy holder is entitled to vote on the matter and has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. The poll will be open for all resolutions at the same time. Click the Voting button on the left of the menu on your screen when the poll is announced. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. In conducting the business of the meeting, I would appreciate your cooperation in allowing us to move efficiently through the agenda. If you have a question on any matter under consideration, you are welcome to ask it at any time. However, if you wish to make a general comment or to ask a question not directly related to the matter under discussion, I ask that you raise it during the general question period, which will occur later this morning. [Operator Instructions] Once discussion on all items of business has concluded, I will give you a minute to enter your votes and then declare voting closed on all resolutions. The results of the meeting will be press released today and available on our website. I now declare the polls open on all resolutions. Registered shareholders and duly appointed proxy holders, please click on the Voting button in order to cast your votes. If you have already submitted your votes in advance and do not wish to change your vote, you do not need to take any further action. The Scrutineer has provided me with a report on attendance, and I confirm that the requisite quorum of shareholders is present and that the meeting is properly constituted for the transaction of business. I direct that the Scrutineer's report on attendance be annexed to the minutes of the meeting. The first item of business is the presentation of the audited financial statements of Mandalay for the year ended December 31, 2021, together with the report of the auditors on these financial statements, both of which have been filed on SEDAR. I now place before the meeting the audited financial statements of Mandalay for the year ended December 31, 2021, and the auditor's report thereon. I direct that the financial statements and auditor's report be annexed to the minutes of the meeting. I now propose to proceed to fix the Board of Directors of Mandalay at 7 members and to elect the Directors of Mandalay. I now declare the meeting open for nominations.

I nominate Abraham Jonker, Amy Freedman, Bradford Mills, Dominic Duffy, Julie Galloway, Robert Doyle and Terrell Ackerman for election as Directors of Mandalay to serve as Directors until the close of Mandalay's next Annual Meeting of Shareholders or until their successors are elected or appointed.

Thank you, Jasmine. Okay. All companies listed on the Toronto Stock Exchange are required to elect Directors individually. Consistent with this requirement, shareholders have been provided with the opportunity to vote for each nominee or withhold their vote on an individual basis. In addition, the Board of Directors has adopted what is commonly referred to as a majority voting policy. Under that policy, a Director has required to tender his or her resignation if he or she receives more withhold votes than votes cast for his or her election. Based on the proxies received for the election of Directors, each of the nominees has the requisite proxies for his or her election representing more than the requisite majority of the votes cast. In light of this, I propose that we proceed with a single motion to elect the nominees and vote on the matter. I will now ask Dominic Duffy to move and Jasmine Virk to second a resolution fixing the Board of Directors of Mandalay at 7 members and electing Abraham Jonker, Amy Freedman, Bradford Mills, Dominic Duffy, Julie Galloway, Robert Doyle and Terrell Ackerman as Directors of Mandalay, to serve as Directors until the close of Mandalay's next Annual Meeting of Shareholders or until their successors are elected or appointed.

I so move.

I second the motion.

Thank you. Jasmine, can you please advise if any questions specific to this motion were submitted?

One moment, Brad, while we look for questions. No questions have been submitted with respect to this item of business.

As we have not received any questions, please cast your vote before we move on to the next business -- next item of business. [Voting]

Thank you. I declare the Board of Directors of Mandalay to have been fixed at 7 members, and Abraham Jonker, Amy Freedman, Bradford Mills, Dominic Duffy, Julie Galloway, Robert Doyle and Terrell Ackerman to have been elected as Directors of Mandalay, to hold office until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed. The next item of business is the appointment and remuneration of auditors for the current year. It is proposed that Mandalay's current auditors, Ernst & Young LLP, be reappointed as the auditors of Mandalay. I will now ask Dominic Duffy to move and Jasmine Virk to second a resolution appointing Ernst & Young LLP as auditors of Mandalay and to hold offices until the next Annual Meeting of Shareholders or until their successors are appointed and approved -- that the auditors -- and approving the auditor's remuneration be fixed by the Directors of Mandalay.

I so move.

I second the motion.

Thank you. Jasmine, can you please advise if there are any questions specific to this motion that have been submitted?

Yes. Sure, Brad. No questions have been submitted with respect to this item.

Thank you. As we have not received any questions, please cast your vote before we move on to the next item of business. [Voting]

Thank you. I declare Ernst & Young LLP to have been appointed as auditors of Mandalay Resources, to hold office until the next Annual Meeting of Shareholders or until their successors are appointed and that the auditor's remuneration be fixed by the Directors of Mandalay. For those of you who have not voted on all of the resolutions, please do so now as I will shortly close the poll. It is now, let's see, 9:09. I will close the polls on all resolutions at 9:10. Okay. The polls are now closed. Ladies and gentlemen, that concludes the formal business of this meeting. Just as a reminder, the voting results of the meeting will be press released later today and made available on our website. I will now open the meeting for general questions. Are there any general questions that anybody would like to ask?

I do not see any questions on the platform, Brad.

Thank you, Jasmine. I will now ask Dominic Duffy to move and Jasmine Virk to second a motion to end this meeting.

I so move.

I second the motion.

Thank you. I declare the motion carried, and the meeting is hereby terminated.

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.