Mandalay Resources Corporation (MND) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Shareholders of Mandalay Resources Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. Registered shareholders and proxy holders that are attending the meeting virtually today will be able to submit questions during the meeting when prompted by selecting the message icon and typing their questions in the chat box and clicking the send button. Though the corporation may not be able to answer every question, it will do its best. It is now my pleasure to turn today's meeting over to Mandalay's Chair of the Board, Brad Mills. Please proceed.

Hello, everyone. I would like to welcome all of you to this special meeting of the shareholders of common shares of Mandalay Resources Corporation. My name is Brad Mills, and I am the Chair of the Board of Mandalay Resources Corporation. This meeting of Mandalay shareholders is called pursuant to the notice of meeting dated June 24, 2025. The company has decided to host this meeting virtually in order to facilitate shareholder attendance and participation. The people who will be speaking today are not all in the same physical location. For this reason, I may pause from time to time to allow coordination from the different locations. I will also pause at a certain point during the meeting to provide an opportunity for you to vote. Questions directly related to the formal business of the meeting will be addressed before the voting begins. We expect that the vast majority of all votes have been cast in advance of the meeting by proxy. That said, registered shareholders and duly appointed proxy holders will be allowed to vote via the online platform at the meeting in accordance with the instructions to be provided. I will preside as Chair of the meeting. And with the consent of the meeting, I hereby appoint Jasmine Virk to act as the Secretary of the meeting. Computershare Investor Services is the transfer agent for Mandalay and is represented today by Patrick Gauthier and Patricia Favron. With the consent of the meeting, I hereby appoint Patrick Gauthier and Patricia Favron of Computershare to act as scrutineers for this meeting. The scrutineer will report on the shareholders present or represented by proxy at the meeting and compute the votes received. The Secretary has advised me that the notice of meeting calling this meeting, together with the management information circular describing the business of the meeting and the form of proxy were sent to each intermediary and registered shareholder of Mandalay of record as of the record date of June 20, 2025. Accordingly, with the consent of the meeting, I will dispense with reading the notice of meeting. As this is a virtual-only meeting conducted via the online platform, a roll call has now been taken, and all participants have been registered electronically. In accordance with the Business Corporation Act, British Columbia, registered shareholders and duly appointed proxy holders present on the online portal are deemed to be present at the meeting. Only registered shareholders and duly appointed proxy holders present at the meeting shall be entitled to vote on matters put forth before the meeting. I am in the process of waiting for the scrutineer's report.

Mr. Chairman, we have -- we're taking attendance. We have the list and everything is in order at this point in time.

Thank you. The scrutineer has provided me with a preliminary report regarding shareholder attendance at the meeting. We thank our shareholders for their attendance during this meeting. I declare that the requisite quorum is present and declare the meeting to be properly called and constituted for the transaction of business as set out in the notice of meeting. I direct that the affidavit of mailing received from the Computershare Investor Services, Inc. and the scrutineers' report on attendance be annexed to the minutes of the meeting. To ensure that each of the votes is appropriately recorded, the matter being voted on at this meeting will be put to the meeting by way of electronic poll. We will conduct the voting on the matters before us by poll. Votes will be counted and each registered shareholder and duly appointed proxy holder will be entitled to 1 vote for each share held by such shareholders or represented by proxy. As a reminder, if you have voted your shares prior to the meeting, there will be no need for you to vote online since your vote will be recorded in accordance with your proxy instructions. Further, in order to expedite the meeting, I have requested that Frazer Bourchier move the formal motion and Scott Trebilcock second, and I will, therefore, call on them at the appropriate time. The formal business of this meeting will consist of considering and if deemed advisable, passing a special resolution, the full text of which is substantially the form as set out in Appendix B to the management information circular to approve the arrangement under the Business Corporations Act, British Columbia, pursuant to which number 153-6968 BC Limited, a direct wholly owned subsidiary of Alkane, will acquire all of the issued and outstanding shares of Mandalay and Mandalay shareholders will receive for each Mandalay share held 7.875 fully paid ordinary shares in the capital of Alkane. Full details of the arrangement are set out in the management information circular for this meeting and the plan of arrangement attached thereto. In order to be adopted, the resolution must be approved by at least 2/3 of the votes cast by shareholders entitled to vote at this meeting. The company's Board of Directors recommends that the shareholders vote for the arrangement resolution. In order that a vote may be held on this matter, I will ask Frazer Bourchier to move and Scott Trebilcock to second the formal motion to approve the arrangement resolution.

I so move the formal motion.

I second the motion.

Thank you. I will now pause a moment to give shareholders an opportunity to raise questions or comments with respect to the arrangement resolution. Jasmine, have we received any questions with respect to the resolution? I think we're waiting for Jasmine for a moment here.

There are no questions.

Thank you. We will now move on. For eligible voters who have not voted their common shares, we request that you direct your attention to the voting tab online and will now begin conducting voting on this matter by way of electronic poll. We will now conduct the poll. Please note that you may only vote if you are a registered shareholder or the duly appointed proxy holder. If you have previously submitted a completed proxy or voting instruction form, you have already voted in respect to this motion and do not need to take any further action. Regarding the arrangement resolution, please select for or against under the voting tab available online to you. I would now ask Computershare to conduct the electronic poll. [Voting]

And I'm now waiting for Computershare to provide the scrutineers' voting report.

Mr. Chairman, at this point, the motion still carries on.

Okay. Thank you very much. Now that everyone has had the opportunity to vote, I declare the polls for Mandalay Special Meeting of Shareholders closed. We have been informed by the scrutineer that the preliminary vote report shows that the motion presented for approval today has been duly passed. I now declare that the arrangement resolution has been authorized and approved. We will be reporting the final voting results in a press release and a SEDAR filing following the meeting. I direct that the scrutineer's report as to voting be annexed to the minutes of the meeting as a schedule. At this time, if anyone has additional formal business to discuss, please direct your inquiries or matters to the message icon available to you through the online portal. Only registered shareholders and duly appointed proxy holders will be permitted to make such inquiries via the online platform. We'll pause while we see if there are any other formal business that anyone wishes to raise. As I have not been informed of any further business and there being no further business to be brought before the meeting, I declare the formal portion of the meeting is terminated. Thank you for attending today and participating in the meeting.

This concludes the meeting. You may now disconnect.