Mountain Province Diamonds Inc. (MPVD) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General Meeting of Shareholders of Mountain Province Diamonds. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Jonathan Comerford, the Chairman of the Board of Directors of Mountain Province Diamonds. Mr. Comerford, the floor is now yours.

Good afternoon, and welcome to the 2022 Annual General Meeting of Shareholders of Mountain Province Diamonds. My name is Jonathan Comerford, and I am Chairman of the Board of Directors of Mountain Province Diamonds. In accordance with the bylaws of the corporation, I will act as Chairman of this meeting. With the consent of the meeting, I shall ask Mr. Steve Thomas, the Secretary, VP of Finance and Chief Financial Officer of the corporation to act as secretary of the meeting. Given the continuing impact of COVID-19, Mountain Province will again be hosting today's meeting in a virtual format. This meeting is held virtually via webcast. I would like to set out a few rules for the orderly conduct of the meeting. One, questions in respect of a motion can be submitted to our moderator by any registered shareholder or duly appointed proxy holder using the messaging service of the virtual interface. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or duly appointed proxy holder. Three, questions will generally appear shortly after they are submitted but will only be answered during the question period at the end of the meeting, provided the questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. For the purpose of the meeting today, voting on all matters will be conducted via electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. When you are asked to vote, you will receive a message on a virtual interface requesting you to register your votes. You will only have a certain amount of time to do so when the polls are open. Before we commence, I would like to introduce the directors and senior management of Mountain Province who are present virtually at the meeting. The directors present, other than myself are Mark Wall, Brett Desmond, Karen Goracke, Daniel Johnson, Ken Robertson, Kelly Stark-Anderson. The members of the management team present are Mark Wall, President and CEO; Steve Thomas, VP of Finance, CFO and Secretary; Reid Mackie, VP of Diamond Marketing; Dr. Tom McCandless, VP of Exploration; Matthew MacPhail, Chief Technology Officer; and Dr. April Hayward, Chief Sustainability Officer. Following the formalities, we will take any questions anyone may have. I ask that the meeting come to order. In order to make best use of our time and expedite the formal portion of the meeting, we have asked certain shareholders or proxy holders to move and second the formal motions. With the consent of the meeting, [ Patty Signas ] of Computershare is hereby appointed as scrutineer to report on the shareholders attending the meeting and the number of shares present or represented or by proxy at this meeting and any adjournment hereof and to compute the votes of any poll taken at this meeting and any adjournment hereof and to report thereon to me on these matters. Notice of meeting. The purpose of today's meeting are set out in the Management Information Circular of the company dated May 27, 2022. The notice calling this meeting, Management Information Circular and the proxy -- a form of proxy were mailed to all shareholders in accordance with the National Instrument 54-101 of the Canadian Securities Administrators. The affidavit of mailing has been duly filed, and I direct that the affidavit be attached to the minutes of this meeting as a schedule. In addition, the financial statements of the corporation for the year ended December 31, 2021, together with the report thereon of the auditors were mailed to those shareholders who filled in and returned a supplemental report card requesting the corporation's 2021 annual report. Our transfer agent, Computershare Trust Company of Canada, has attested to the proper mailing of the notice calling this meeting. There has been filed with me proof of service of such mailing provided by the corporation's transfer agent. I direct that a copy of such proof of service be annexed to the minutes of this meeting as a schedule. A quorum for the transaction of business at the meeting of the shareholders is at least 2 persons present in person or virtually, each being a shareholder entitled to vote at the meeting or a duly appointed proxy or representative for an absent shareholder so entitled. The scrutineers' report shows a quorum to be present, and I, therefore, declare the meeting to be regularly constituted. I direct that the report of the scrutineer be annexed to the minutes of this meeting as a schedule. I now present to the meeting the December 31, 2021 annual report containing the consolidated balance sheet and related financial statements of the corporation for the year ended December 31, 2021, together with the auditor's report thereon. A copy of the December 31, 2021 annual report was mailed to all of the shareholders who requested it and it is not proposed to read the financial statements at this meeting. As previously mentioned, voting by electronic ballot will take place following presentation of all business items. Each item to be voted on at the meeting will be presented, moved and seconded before asking the electronic balloting be opened to registered holders and appointed proxy holder. The first item of business is the election of directors. It is proposed that the size of the Board be set at 7. May I have a motion to set the number of directors of the corporation for the ensuing year at 7?

Mr. Chairman, I move that the number of directors of the corporation be set at 7.

Do I have a seconder for this motion?

Mr. Chairman, I second the motion.

The Board has approved an advanced notice requirement for nominations of directors. The corporation did not receive notice of any director nominations pursuant to the corporation's bylaws in connection with this year's meeting. Accordingly, at the meeting, the only persons eligible to be nominated for election to the Board are the following nominees who have been named in the Management Information Circular as management's nominees.

Mr. Chairman, I nominate the following 7 persons to serve as directors of the corporation and move that the 7 persons nominated be elected as directors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed: Jonathan Comerford, Mark Wall, Brett Desmond, Karen Goracke, Daniel Johnson, Ken Robertson, Kelly Stark-Anderson.

Do I have a seconder for this motion?

Mr. Chairman, I second the motion.

Unless there are any questions, I will move to the next item of business. Appointment of auditors. The next item of business is the appointment of auditors. As disclosed in the Management Proxy Circular, management is proposing that KPMG LLP be appointed as auditors to the corporation. KPMG LLP has served as the corporation's auditor since 1998. I will now ask someone to make and someone to second the motion reappointing KPMG LLP chartered accountants as auditors for the current year.

Mr. Chairman, I move that KPMG LLP chartered accountants be reappointed as the auditors of the corporation to hold office until the next Annual Meeting of Shareholders at such remuneration as may be fixed by the directors and the directors be authorized to fix such remuneration.

Do I have a seconder for this motion?

Mr. Chairman, I second the motion.

Unless there are any questions, I will move to the next item of business. As we mentioned, voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be open to registered holders and appointed proxy holders. The polls are now open, and at this point, all registered holders and proxy holders who have properly logged in with their control numbers or user name and wish to vote will be able to see on the screen all motions being brought forward at this meeting. At this point, shareholders and duly appointed proxy holders can select the vote option on the top right-hand side of their screen to show the proposals and to cast their vote accordingly. Please register your votes by assessing the voting page and selecting the For and Against buttons against the motion to set the number of directors at 7. For or Withhold buttons next to the name of each proposed director and next to the resolution with respect to the appointment of KPMG LLP as the company directors. Once the electric -- electronic ballot closes, the voting page will disappear and your votes will automatically be submitted. [Voting]

I will pause now for a minute to allow Computershare to tabulate these. I have been advised by the scrutineers that the ballots and proxies deposited for the meeting have been voted in favor of the resolutions presented. One, the number of directors for the ensuing year has been set at 7. Each of the 7 nominees have been elected as directors of the corporation to serve until the next annual meeting of the shareholders or until their successors are elected or appointed. Three, the reappointment of KPMG LLP as the auditors of the corporation has been approved, and the Board of Directors of the corporation has been authorized to fix their remuneration. I direct that the results of the poll be included in the minutes of this meeting and the results of the voting would be announced in a press release in accordance with the policies of the TSX. The formal items of business as set out in the notice of meeting have now been dealt with. I move and second that this meeting now terminate. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded.

I ask that all attendees who would like to ask a question, select the Q&A icon on the virtual interface to submit a question to our moderator. We will strive to answer as many questions as time permits. When asking your question, please state your name, the entity you represent, if any, and confirm you are a registered shareholder or a duly appointed proxy holder. Please keep your questions short and to the point. We will now give attendees a moment to type in their questions. For each question we answer, we will summarize the question and read out loud the name of the person who asked such question, and if applicable, the entity such persons represent. We would like to remind you that questions which we've already answered or are redundant or repetitive will not be published nor answered.

Mr. Chairman, I'm showing no questions on the webcast.

Okay. Maybe just give it a minute or two more to see if anyone has any questions. Matt, is there anything?

No questions.

Okay. Look, I'd like to thank everyone very much for attending and for all of the management and Board for attending. We hope to return in face AGMs in the not-too-distant future. In the meantime, I wish you all the best of luck and have a pleasant evening. As nothing else, Mark, we should call an end to the meeting? Anything for you, Mark?

No, nothing. Thank you.

Okay. Look, thank you very much. Bye now.

And this concludes the meeting, and you may now disconnect.