Mandalay Resources Corporation (MND) Earnings Call Transcript & Summary

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

Thank you, Olivia. Good morning, ladies and gentlemen. It's 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 Computershare'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 will now call the meeting to order and appoint Jasmine Virk to act as Secretary of the meeting; and [indiscernible] of Computershare to act as the scrutineer of the meeting. Only registered shareholders who held shares in their name as of April 11, 2023, 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 instructions on how to access the management information circular and other proxy materials in respect of this meeting 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 conduct the votes on the matter before us by a 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 the resolution -- for all resolutions at the same time. Click on the vote tab at the top of 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. To submit a question, click on the Q&A tab at the top of your screen and type your question in the text box. We will run through each of the items on the agenda in turn, responding to questions on that item of business while it is before the meeting. Once discussion on all items of business has concluded, I will give you a minute to enter your votes and then declare the voting closed on all resolutions. The scrutineer has provided me with a report on attendance, and I confirm that the required quorum of shareholders who is present and that the meeting is properly constituted for the transaction of business. I direct that the scrutineers' report on the attendance be annexed to the minutes of the meeting. I now declare the polls open on all resolutions. Registered shareholders and duly appointed proxy holders, please click on the Vote tab 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 further action. Okay. The first item of business is the presentation of the audited financial statements of Mandalay for the year ended December 31, 2023 -- 2022, excuse me, together with the report of the auditors of these financial statements, both of which have been filed on Mandalay's website and SEDAR. I now place before the meeting the audited financial statements of Mandalay for the year ended December 31, 2022, and the auditor's report thereon. I direct that the financial statement and audit reports be annexed to the minutes of the meeting. The next item of business is fixing the Board of Directors of 7 members and election of the directors. I now propose to proceed to fix the size of 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, Frazer Bourchier, Julie Galloway and Robert Doyle 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. As there are no other nominations, 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 is 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 received 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 to Frazer Bourchier to move and Jasmine Virk to second a resolution fixing the size of the Board of Directors of Mandalay at 7 members and electing Abraham Jonker, Amy Freedman, Bradford Mills, Dominic Duffy, Frazer Bourchier, Julie Galloway and Robert Doyle 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 mode.

I second the motion.

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

One moment, Brad, while I will wait for questions. No questions have been submitted with respect to this item.

As we have not received any questions, we will move on to the next item of business. If there are questions, once done -- okay, on to the next item of business, and that is the appointment of auditors. So the next item of business is the appointment of -- sorry, 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 Frazer Bourchier to move and Jasmine Virk to second a resolution appointing Ernst & Young LLP as auditors of Mandalay to hold office until the next Annual Meeting of Shareholders or until their successors are appointed and approving that the auditors remuneration be fixed by the directors of Mandalay.

I so move.

I second the motion.

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

Yes. No questions have been submitted, Brad.

Thank you. As we have not received any questions, we will move on to the next item of business, which is the Omnibus Equity Plan. Okay. The next item of business should be carried out is the reconfirmation and approval of all unallocated securities, rights and other entitlements under the company's Omnibus Equity Incentive Plan as required by the rules of Toronto Stock Exchange. This item and the specific text of the resolution proposed for approval are described in the management information circular on Pages 20 through 21 under the heading Approval of the unallocated entitlements under Omnibus Equity Incentive Plan. I will now ask Frazer Bourchier to move and Jasmine Virk to second for the approval of the resolution.

I move that the resolution set forth on Page 21 of the Management Information Circular to reconfirm and approve all unallocated securities, rights and other entitlements under the company's Omnibus Equity Incentive Plan be passed.

I second the motion.

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

One moment, Brad. No questions have been submitted for this item either, Brad.

As there are no further questions, we will move on to the next item of business. For those of you who have not voted on all of the resolutions, please do so now as I will shortly close the polls. It is now 9:10. I will close the polls on the resolutions at 9:11 to allow the online viewers to catch up. [Voting]

Okay. It's now 9:12, and the polls are closed. I can confirm that each of the resolutions has been approved by the requisite majority of shareholders Therefore, I declare that the size of the Board of Directors of Mandalay has been fixed at 7 members and Abraham Jonker, Amy Freedman, Bradford Mills, Dominic Duffy, Frazer Bourchier, Julie Galloway and Robert Doyle have been elected as directors of Mandalay to hold office until the close of the next Annual Meeting of Shareholders or until the successors are elected or appointed. Ernst & Young LLP have been appointed as auditors of Mandalay 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. And finally, all unallocated securities, rights and other entitlements under the company's Omnibus Equity Incentive Plan have been reconfirmed and approved. 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 ask Frazer Bourchier 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.