MegaWatt Lithium and Battery Metals Corp. (MEGA) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. This is the Annual General Meeting of Megawatt Battery Metals Corp. My name is Kelvin Lee and I'm Chief Financial Officer, Corporate Secretary for the company. I will act as Chairman of the meeting. Also present today is Dora from National Securities Administrators, NSA, transfer agent of the company by teleconference and Jeff Wust of McMillan LLP, Council for the company. The meeting will now come to order. I requested Jeff Wust of McMillan LLP, legal counsel for the company to serve as reporting secretary for the meeting. Dora of NSA, the registered transfer agent for the company is present via teleconference and will act as scrutineer for the meeting. I'll now ask the scrutineer to read the scrutineers' report in order to confirm the quorum is present at this meeting.

Hi, everyone. There are a total of 1,965,224 shares represented by 16 shareholder present in personnel by proxy. This represented approximately 5.28% of the company issuing outstanding share capital as of the meetings record date.

Thank you, Dora. I direct that the final scrutineer's report be filed within the minutes for this meeting. The required quorum of one shareholder entitled vote at the meeting, whether in person or by proxy who hold in aggregate at least 5% of the issued shares entitled to be voted at the meeting has been met. The notice calling this meeting of shareholders and other proxy-related materials were mailed to shareholders in accordance with the requirements of the Business Corporations Act of British Columbia and articles of the company. I have a declaration as to such mailing, which is available for inspection by any shareholder. In view of this, unless any objection, I will dispense with the reading of the notice of the meeting and I will ask the secretary to file a declaration as to the mailing within the minutes of this meeting. Notice having been properly given a quorum being present, I now declare the meeting to be regularly called and properly constituted for its transaction of business. For the first item of business is the presentation and consideration of the consolidated financial statements of the company for the fiscal year ended September 2025, 2024 and 2023 of the auditors' report thereon and related in that present analysis, a copy of which will view the company's profile on SEDAR and also available at this meeting. I now place them before shareholders at this meeting. Financial Statements is now open for discussion. There is no further discussion. I declare the financial statements received by shareholders and we move to the next order of business. Next item of business is approval for an ordinary resolutions for the number of directors is four for the ensuing year. I move that the number of directors within the ensuing year to be fixed at four. The motion is not open for discussion. As there are no further discussion, I will now call for votes by show of hands. [Voting]

Okay. I declare the motion carried. Next item of business is the election of directors. The Board presently consists of four directors whose office are to expire today pursuant to the article [ of person ]. Information circular contains the names of the current directors who are the reelected as directors of the meeting. At this meeting, the company has previously received consent in writing to act as director for each of the nominees. I hereby nominate James Casey Forward, Kelvin Lee, Robert Kang and Anthony as Directors of the company. The company has now received notice that the nominations pursuant to the Article 2, the advanced notice provisions provided in the company's articles. As there is no further nominations, I declare the nominations closed. As the number of nominees do not exceed the number of directors to be elected at the meeting. I declared persons nominated elected as directors of the company by acclamation to hold office until the next annual meeting of the company subject to the articles of the company as amended from time to time. Congratulations to the directors. Next item of business is the reporting of auditors. The Board has recommended Manning Elliott LLP, Chartered Professional Accountants be the appointed auditor of the company to hold office in the ensuing year with remuneration to be fixed by the directors. I move that Manning Elliott be reappointed as the auditors of the company to hold the office for the ensuing year with remuneration to be fixed by the directors. The motion is now open for discussion. As there are no further discussions, I will now call for a vote. [Voting]

Okay. I declare the motion carried. Next item of business, approval for a continuation of the company's 10% stock option plan as more particularly described and set out in the management proxy circular prepared for the meeting. In order to be effective, this resolution must be passed by a majority of not less than 2/3 of the votes cast in the resolutions by the shareholders of the company voted in respect to the ordinary resolution. The motion is now open for discussion. If there are no discussions, I'll now call for a vote. [Voting]

Okay. I declare the motion carried. Next item of business is approval of consolidation of common shares of the company on the basis ratio of 1 post-consolidation share for a minimum of 10 pre-consolidation shares with such ratio to be definitively determined by the Board of at its sole discretion and more particularly described and set out in management proxy circular prepared for the meeting. In order to be effective, this resolution must be passed by a majority of not less than 2/3 of the votes cast on the resolution by shareholders of the company to vote in respect of the special resolution. The motion is now open for discussion. If there's no further discussion, I will call for a vote by show of hands. [Voting]

I declare the motion carried. We have now concluded the business of the meeting. Are there any questions? Okay. If no further questions, I move that the meeting terminates. The motion is now open for discussion. If there is no further discussion, I ask that all those in favor is signified by raising their hands. [Voting]

Okay. I declare the motion carried and the meeting terminated.

Perfect. Kelvin, just to double check, it's just you and Jeff at the meeting room, right?

Yes, that's correct.

Okay. Perfect. I'll send through the final scrutineer's report shortly.

Okay. Thanks [indiscernible] Thank you.

Thank you. Have a good day.

For anyone else on the line, that does obviously include the formal portion of the business. Did anyone have any other questions or comments or -- anything else you want to ask of Kelvin?

Sorry?

It's just the other people that joined the meeting, now that we disclosed the formal portion of the meeting, was there any informal discussion or questions that you have for management or Kelvin and his team or is everyone -- No? All good? Well thank you for attending then. We're going to close it off now. Thank you. Bye.