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

Hello, and welcome to the Annual General Meeting of the Shareholders, Stockholders of Mountain Province Diamonds Inc. 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 Chair of the Board. Mr. Comerford, the floor is yours.

Good morning, and welcome to the 2024 Annual General Meeting of the Shareholders of Mountain Province Diamonds. My name is Jonathan Comerford, and I'm Chairman of the Board of Mountain Province Diamonds. In accordance with the bylaws of the corporation, I will be acting as Chairman of the meeting. With the consent of the meeting, I shall ask Steve Thomas, the Corporate Secretary, VP Finance and Chief Financial Officer of the corporation, to act as secretary of the meeting. As this meeting is held virtually via live webcast, I would like to set the following rules for the orderly conduct of the meeting. One, questions in respect of the motion can be submitted to our moderator by any registered shareholder or duly appointed proxy holder using the messaging service of the virtual interface. Two, 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 addressed during the question period at the end of the meeting, provided the answers regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Four, for the purpose of the meeting today, voting on all matters will be conducted by 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. Five, when you are asked to vote, you will receive a message on your 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 this meeting. The directors present other than myself are Brett Desmond, Karen Goracke, Daniel Johnson, Mark Wall. Ken Robertson, who is not standing for reelection; and Kelly Stark-Anderson, who is not standing for reelection; and also Jeff Swinoga, who is a director nominee is present. The members of the management team present are Steve Thomas, VP Finance, Chief Financial Officer and Secretary; Reid Mackie, VP, Diamond Marketing; Jenny Lee Financial Controller. 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 this meeting, we have asked certain shareholders or proxy holders to move and second the formal motions. With the consent of the meeting, Roxanne Parsaud of Computershare is hereby anointed 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/or adjournment hereof and to report thereon to me on these matters. Notice of the meeting. The purpose of today's meeting are set out in the management information circular of the corporation dated May 7, 2024. The notice calling this meeting, management information circular and the form of proxy mailed to all shareholders in accordance with 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 the meeting of the schedule. In addition, the financial statements of the corporation for the year ending December 31, 2023, together with the report thereon of the auditors were mailed to the shareholders who filed and returned a supplemental return card requesting the corporation's 2023 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 schedules. Scrutineers' report on attendance. A quorum for the transaction of business at a meeting of shareholders is at least 2 persons present in person, each being a shareholder entitled to vote at the meeting or a duly appointed proxy or representative for an absent shareholder so entitled, holding or representing an aggregate not less than 10% of the issued shares of the corporation. I shall now call upon the scrutineer to present the report as to attendance. 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 will be annexed to the minutes of this meeting as a schedule. Financial statements and annual report. I now present to the meeting the December 31, 2023 annual report containing the consolidated balance sheet and related financial statements of the corporation for the year ended December 31, 2023, together with the auditor's report thereon. A copy of the December 31, 2023 annual report was mailed to all the shareholders who requested it and is not proposed to read the financial statements of the meeting. Election of Directors. 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 and moved and seconded before asking that electronic balloting be open to registered holders and appointed proxy holders. The first item of business is the election of directors. It is proposed that the size of the Board be set at 6. May I have a motion to set the number of directors of the corporation for the ensuing year at 6.

Mr. Chairman, I move that the number of directors of the corporation be set at 6.

Do I have a seconder for this motion?

Mr. Chairman, I second the motion.

The Board has approved an advanced notice requirement for nomination 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 the election to the Board are the following nominees who have been named in the Management Information Circular as management nominees.

Mr. Chairman, I nominate the following 6 persons to serve as directors of the corporation and move that the 6 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, Jeff Swinoga.

Do I have a second 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 the 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 reappointed as auditors of the corporation. KPMG LLP has served as the corporation's auditors since 1998. I will now ask someone to make and someone to make and someone to second the motion reappointing KPMG LLP chartered accountants as the 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 the motion?

Mr. Chairman, I second the motion.

As we mentioned, voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be opened 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 into their control numbers and user names and wish to vote will be able to see the screen all motions being brought forward at this meeting. At this point, shareholders and duly appointed proxy holders can now select the vote option in the top right-hand corner of the screen to show the proposals and to cast their votes accordingly. Please register your votes by accessing the voting page and selecting the For and Against buttons against the representative resolution and set the number of directors at 6 to appoint each proposed directors and to appoint KPMG LLP as the company's directors. Once the electronic balloting closes, the vote page will disappear, and your votes will automatically be submitted. I will take a moment for the voting to take place. [Voting]

The polls are now closed. I've 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 meeting for the ensuing year has been set at 6. Each of the 6 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 will be included in the minutes of this meeting, and the results of the voting will 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 is now terminated. As there is no further business to come before the meeting, I therefore declare the formal part of the meeting to be concluded. I ask that all attendees who would like to 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 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 like the name of the person who asked such question, and if applicable, the entity such person represents. We would like to remind you the questions which have already been answered or that are redundant or repair or not will not be published or answered. We will now confirm if there is any questions?

Mr. Chairman, there are no questions.

This concludes the meeting. You may now disconnect.

Thank you very much, everyone.