Mines D'Or Orbec Inc. (BLUE) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Securityholders of Mines D'Or Orbec Inc. 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 such information. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare Investor Services, Inc. and the company's transfer agent and scrutineer of the meeting and the company that you first obtain all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to the Chair of the meeting, John Tait.

Good morning, and welcome to the Special Meeting of Securityholders of Mines D'Or Orbec. My name is John Tait, and I'm Chief Executive Officer of the company. And with the consent of the meeting, I will be acting as Chair of this meeting in accordance with the bylaws and policies of the company. We thank you for attending our meeting today, and we're pleased to host today's meeting virtually via live audio webcast. Joining us at this virtual meeting are myself, Monique Hutchins, Orbec's Corporate Secretary; David Gardos, Reza Sarsangi and Ali Zankar from Cassels, Orbec's external legal counsel. To increase attendance for shareholders, option holders and warrant holders in different geographic locations and to encourage more active engagement and participation in the meeting, we've decided to hold this meeting virtually. I would like to introduce Monique Hutchins, the Corporate Secretary, who will explain how to work the Computershare system and vote your shares.

Thank you, John. I would like to start by explaining a few rules and orderly conduct of the meeting. Only registered shareholders and holders of Orbec options and Orbec warrants or duly appointed proxy holders, including nonregistered shareholders who have appointed themselves as proxy holders are permitted to ask questions relating to the business of today's meeting and vote. Nonregistered shareholders who have not been duly appointed as proxy holders are only permitted to listen to the meeting as guests. It is expected that the nonregistered shareholders attending the meeting have already registered their voting preferences in advance through their brokerage firm, bank or other intermediary. We are accepting questions in advance of the discussion. To ask questions, access the Q&A tab on your screen, type your question into the box at the bottom of your screen and press the send button. I will assist with the questions in the queue at the appropriate time. Questions are substantially the same topic or that are otherwise related may be grouped, summarized or answered together. We do not intend to address any questions that are not related to the business of the meeting as I will introduce to you shortly where I may determine in our reasonable judgment, questions or comments containing inappropriate language or that are otherwise disruptive to the orderly conduct of this meeting for all security holders will be published -- will not be published or answered. To expedite matters and in accordance with the bylaws of the company, I will be making the -- the Chair will be making the motions put forth at this meeting. Motion proposed will be followed by discussion from the floor, if any. I will explain the functionalities of the virtual platform being used at the meeting and the process for voting. To the extent you have any issues with the virtual meeting platform, there are instructions on the interface on how to vote and ask questions. Our service providers for the platform at Computershare are available to assist if required. Only registered shareholders and holders of Orbec options and Orbec warrants who held Orbec shares, options and warrants, respectively, in their name as of November 10, 2025, the record date of the meeting, or their duly appointed proxy holders are entitled to vote at this meeting. We will conduct the vote on the arrangement resolution by poll. On a poll, every security holder entitled to vote on the arrangement resolution has 1 vote in respect of each share, option or warrant entitled to be voted on such resolution and held by the security holder. If you have already voted or sent in your proxy, unless you would like to change your vote, there is no need for you to vote by poll as it would revoke your previous vote. The online polls will open for the arrangement resolution momentarily. This will allow you to vote on the arrangement resolution immediately or you may wait until the discussion of the arrangement resolution has concluded prior to casting your vote. There will be an opportunity to ask questions in respect of the arrangement resolution prior to the closing of the poll. To vote, access the vote tab on your screen and select your voting direction from the options shown. When your votes have been received, a checkbox will appear. The results of the meeting will be publicly released and will be available on SEDAR+ and on the company's website. As a reminder, if you have already voted by proxy, it is important that you do not vote again during the meeting unless you intend to change your initial vote. Over to you, John.

Thank you very much, Monique. I will now call the meeting to order. In accordance with the bylaws of the company, unless there's an objection, I shall preside as Chair of this meeting. For the purposes of this meeting, I will ask Monique Hutchins, the company's Corporate Secretary, to act as Secretary of the meeting. And unless there's an objection, I will ask Timothy Lee of Computershare to act as scrutineer and to compute the votes in this meeting and report thereon to me. As no objections have been received, I will now move to the constitution of the meeting. The Secretary has advised me that the notice of the meeting, together with the form of proxy and management information circular have been provided as applicable to each director of the company, the auditors of the company and the shareholders and holders of options and warrants of the company of record as of the close of business on November 10, 2025, being the record date for the meeting. I have before me attestation from the Computershare and Broadridge Investor Communications Corporation as to the proof of service of the applicable meeting material, and I direct that such materials be annexed to the minutes of the meeting. Unless there is any objection, I will move to dispense with the reading of the notice of meeting.

I second the motion to dispense with the reading of the notice of the meeting.

As no objections have been received, we will now move to the scrutineer's report on attendance on the quorum of the meeting. As we are meeting virtually, we will conduct the votes on the matters before the meeting using Computershare's virtual meeting platform. The company has received from the scrutineer of the results of the proxies received up to the proxy voting deadline on Thursday, December 11, 2025, and management will vote those proxies as directed. Prior to addressing the business of the meeting, I will ask the scrutineer to report the number of shareholders present in person and the total number of shares they represent, together with the number of shares represented by proxy. I'm advised by the scrutineer that 92 shareholders in aggregate of 58,372,757 common shares were voted by proxy in accordance of the meeting. The total number of shares voted by proxy representing 53.59% of the issued and outstanding common shares. 9 holders of options holding an aggregate of 8,322,843 options were voted by proxy in advance of the meeting. The total number of options voted by proxy represents 80.45% of the issued and outstanding options. 16 holders of warrants holding an aggregate of 12,819,000 warrants were voted by proxy in advance of the meeting. The total number of warrants voted by proxy represents 50.49% of the issued and outstanding warrants. A quorum of the transaction of the business at the meeting will be at least 2 shareholders present in person or represented by proxy, representing shares aggregating at least 10% of the issued shares entitled to be voted at the meeting. The scrutineers' report shows a quorum to be present, and I therefore declare the requisite quorum to be present at the meeting and meeting to be properly called and duly constituted for the transaction of business. I direct that such material be annexed to the minutes of the meeting. The sole item of business for this meeting is for security holders to consider a special resolution to improve the plan of arrangement involving Orbec and IAMGOLD Corporatio, pursuant to which, among other things, IAMGOLD Corporation agreed to acquire all the issued and outstanding shares of the company other than the Orbec shares already held by IAMGOLD. All as more particularly described in the management's information circular of Orbec, dated November 10, 2025. Copies of the circular were mailed to registered shareholders and holders of options and warrants and nonregistered shareholders on November 18, 2025. Together with the notice of meeting, the form proxies voting instructions form of letters transmittal as applicable. Copies of the circular and other meeting materials were also available on SEDAR and the company's website. In order to become effective, the arrangement resolution must approve by not less than 66 and 2/3% of the votes cast by the shareholders present virtually at the meeting or represented by proxy at the meeting. 66 and 2/3% of the votes cast by shareholders or holders of auctions and warrants voted as single cast present virtually at the meeting or represented by proxy at the meeting, and a simple majority of the votes cast by shareholders present virtually at the meeting or represented by proxy at the meeting, excluding the votes attached to shares held by certain shareholders excluded for the purposes of the minority vote in accordance with the multilateral instrument 61-101. For this purpose, the votes attached to the 24,822,056 million shares held by certain shareholders of Orbec as further detailed in Orbec's management information circular will be excluded. As the full text of the arrangement resolution is set forth in the Appendix A to the management information circular and will also now appear on your screen. I will dispense with the reading of the resolution. I now move for the approval of the arrangement resolution. As I mentioned earlier, if you have already voted by proxy, please do not vote again during the meeting as they will revoke your previous vote. Secretary, have we received any questions relating to the arrangement resolution?

No questions have been received at this time for the arrangement resolution.

There being no further questions, we are now concluding the question-and-answer portion of the meeting. If you have not yet voted on the arrangement resolution, please do so as the moderator will shortly close the poll. We'll take a few moments to allow everyone to register their votes. [Voting]

Poll is now closed, and I now instruct the scrutineer to tabulate online votes and report back to me. We will now pause for a short adjournment to allow us to tally the votes. I've now been advised by the scrutineer that the scrutineer has completed the tabulation of the votes of the arrangement resolution. Based on the tabulation, I hereby the motion that upon motion duly made, it was resolved that a special resolution that the arrangement resolution be approved and carried by the security holders of the company.

I second the motion.

I direct that the scrutineers' report on voting on the arrangement resolution be annexed to the minutes of the meeting. The percentage of votes accounted for the arrangement resolution will be disclosed in the press release that will be filed on SEDAR and on the company's website. The formal items of business as set out in the notice of meeting have now been dealt with. As there are no further business to come before the meeting, I now declare the meeting to be terminated. Thank you all for taking the time to attend today.

This concludes the meeting. You may now disconnect.