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

Hello, and welcome to the Annual and Special Meeting of the Shareholders 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, Chair of the Board. Mr. Comerford, the floor is yours.

Good afternoon, and welcome to the 2026 Annual and Special 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 shall act as Chairman of this meeting. With the consent of the meeting, I shall ask Mr. Steven Thomas, the Company Secretary, VP, Finance and Chief Financial Officer of the corporation, to act as Secretary of this meeting. As this meeting is held virtually via live webcast, I would like to set 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. Two, when asking a question, please indicate your name, which entity you represent, if any, and confirm that you are the 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 questions regarding procedural matters or directly related to motions before the meetings 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're asked to vote, you will receive a message on the virtual interface requesting you to register your vote. You will only have a certain amount of time to do so when the pollings 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 Brett Desmond. The members of management present are Steve Thomas, VP of Finance, Chief Financial Officer and Secretary; Reid Mackie, VP of Diamond Marketing; Jennie Ly, Financial Controller. Nicole Cargill of Osler, Hoskin & Harcourt LLP, counsel to the company is also in attendance. Following the formalities, we will take any questions registered shareholders or proxy holders may have. I ask that the meeting come to order. In order to make the 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. Scrutineers. With the consent of the meeting, Josette Koffyberg of Computershare Investor Services is hereby appointed as scrutineer to report on the shareholders attending the meeting and the number of shares present or represented by proxy at this meeting or any adjournment hereof and to compute the votes of any polls taken at this meeting and any adjournment hereof and to report thereon on these matters. Notice of meeting. The purpose of today's meetings are set out in the management information circular of the corporation dated May 19, 2026. The notice of meeting calling this meeting, management information circular and the form of proxy were sent out to all shareholders in accordance with National Instrument 54-101 of the Canadian Securities Administrators using notice and access. The affidavit of mailing has been duly filed, and I direct that the affidavit be attached to the meeting or the minutes of this meeting as a schedule. In addition, the auditors' consolidated financial statements of the corporation for the year ending December 31, 2025, together with the report of the auditors thereon were set out to those shareholders who requested to receive them. Our transfer agent, Computershare Investor Services, Inc. has attested to the proper distribution of the notices calling this meeting. There are also -- there have been filed with me proof of the service of such distribution provided by Computershare. I direct that a copy of such proof of service be annexed to the minutes of this meeting as a schedule. Scrutineers' report on attendance. A quorum for the transaction of business at the 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, in aggregate, not less than 10% of the issued share capital of the corporation. I will now call upon the scrutineer to present the report as to attendance. 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. Audited consolidated financial statements. I now present to the meeting the audited consolidated financial statements of the corporation for the year ending December 31, 2025, together with the report of the auditors thereon. Copies of the audited consolidated financial statements were sent to those shareholders who requested them. 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, moved and seconded before asking that electronic balloting be opened 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 5. May I have a motion to set the number of directors of the corporation for the ensuing year at 5.

Mr. Chairman, I move that the number of directors of the corporation be set at 5.

Do I have a seconder for this motion?

Mr. Chairman, I second the motion.

The Board has approved an advanced notice requirement for the 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 2 persons to serve as directors of the corporation and move that the 2 persons nominated be elected as directors of the corporation to hold office until the next annual meeting of the shareholders or until their successors are elected or appointed: Jonathan Comerford, Brett Desmond.

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. Before doing so, however, I would like to thank Dan Johnson, Jeff Swinoga and Karen Goracke, I would like to express my deepest appreciation to the directors who have served on this Board this year. Their diligence and outstanding contribution has played a vital role in the company's progress, and I cannot thank them enough. Appointment of auditors. The next item of business relates to the auditors of the corporation, as disclosed in the management information circular, KPMG LLP, resigned as auditors of the corporation effective May 6, 2026. The company intends to appoint a successor auditor in due course and is proposing that the Board of the corporation be authorized to fix the remuneration of any auditor that is appointed by the Board to fill the casual vacancy. I will now ask for a motion as follows.

Mr. Chairman, I move that the Board of the corporation be authorized to fix the remuneration of any auditor appointed by the Board to fill the casual vacancy of the auditor. .

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. Reapproval of the long-term equity incentive plan. The next item of business is the consideration and reapproval of the corporation's long-term equity investment plan, hereafter referred to as the incentive plan, including all unallocated options, rights or other entitlements. A detailed summary of the proposed ordinary resolution is set forth in the management information circular, which accompanied notice of this meeting. I'll now ask for a motion as follows: Be it resolved that: a, the incentive plan be and is hereby ratified, confirmed and approved. B, all currently available and unallocated options, rights and other entitlements issuable pursuant to the incentive plan are hereby approved and authorized for grant until June 30, 2029; and C, the corporation can continue granting options, rights and other entitlements under the incentive plan on a 10% of the issued common shares rolling basis.

Mr. Chairman, I move that the corporation's incentive plan as approved by the Board on May 19, 2026, and as described in the management information circular distributed to shareholders in advance of this meeting, including all unallocated options, rights and other entitlements thereunder be approved and authorized for grant until June 30, 2029.

Do I have a seconder for this motion?

Mr. Chairman, I second the motion.

Unless there are any other questions, I will move to the next item of business. Approval of the USD 1 million facility fee to Dunebridge, a related party. The next item of business is to consider the ordinary resolution set out in Schedule A to the corporation Notice of Meeting and management information dated May 19, 2026, to approve the payment of a USD 1 million facility fee to Dunebridge worldwide, a related party and insider of the corporation pursuant the terms and conditions of the amended and restated bridge term credit facility agreement dated May 13, 2025, among Dunebridge as lender, the corporation as borrower and the guarantees named thereon such being a related party transaction under applicable securities law and rules of the Toronto Stock Exchange. The material terms of the facility fee and related transactions are detailed in the management information circular.

Mr. Chairman, it appears that Steve Thomas has dropped off the line. Shall I make the motion instead?

Yes, please do.

Mr. Chairman, I move that the ordinary resolution set out in Schedule A of the corporation's notice of meeting and management information circular be approved.

Do I have a seconder for this motion? Reid, you can probably do that or anyone else?

It's Jennie here. Mr. Chairman, I second the motion.

Thanks, Jennie. Unless there are any questions, I will move to the next item of business. Approval of the voluntary delisting of the common shares of the corporation from the Toronto Stock Exchange. The next item of business is to consider the ordinary resolution set out in Schedule B to the corporation's notice of meeting and management information circular dated May 19, 2026, to approve the voluntary delisting of the common shares of the corporation from the Toronto Stock Exchange, if and when the Board, at its sole discretion determines that the delisting is in the best interest of the corporation and stakeholders. A detailed summary of the material for the delisting is set out in the management information circular, which accompanied notice of this meeting. I will now ask for the motion to approve such ordinary resolution.

Mr. Chairman, I move that the ordinary resolution set out in Schedule B of the corporation's notice of meeting and management information circular be approved.

Do I have a seconder for this motion?

Yes. Mr. Chairman, I second the motion.

Thank you, Jennie. Unless there is any question, I will move to the next item of business. Item 11, approval of the continuance of the corporation from Ontario to British Columbia. The next item of business is to consider the special resolution set out in Schedule C of the corporation's notice of meeting and management information circular dated May 19, 2026, authorizing the continuance of the corporation from Ontario under the Business Corporations Act Ontario into British Columbia as a company continued under the Business Corporations Act of British Columbia. If and when the company -- if and when the Board in its sole discretion, determines that the continuance is in the best interest of the Mountain Province and the stakeholders. A detailed summary of the proposed special resolution on the rationale for the continuance set forth in the management information circular, which accompanied notice of this meeting. I will now ask for a motion to approve such special resolution.

Mr. Chairman, I move that the special resolution set out in Schedule C of the corporation's notice of the meeting and management information circular be approved.

Do I have a seconder for this motion?

Mr. Chairman, I second the motion.

Unless there's any question, I will move to the next item of business. As mentioned, voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be opened to registered shareholders and appointed proxy holders. Polls are now open. At this point, all registered holders and proxy holders who have properly logged in with their control numbers and username and wish to vote will be able to see on the screen all motions being brought forth at this meeting. At this point, shareholders and duly appointed proxy holders, i.e. annually who's logged in with a control number or username can now select the vote option in the top right of the screen to show the proposals and to cast the votes accordingly. Please register your votes by accessing the voting page. For the Election of Directors, please vote by selecting For or Withheld buttons next to the name of each of the nominees. For all other items of business, please vote by selecting For and Against buttons next to the respective resolutions as to set the number of directors to 5 to authorize the directors to fix the remuneration of the auditors to reapprove the corporation's incentive plan to approve the ordinary resolution regarding USD 1 million facility fee to Dunebridge to approve the ordinary resolution regarding the voluntary delisting of the common shares of the corporation from the Toronto Stock Exchange and to approve the special resolution regarding the continuance of the corporation from Ontario to British Columbia. Once the electronic votes closes, the voting page will disappear and the votes will automatically be submitted. I will take a moment for 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 ensuing year have been set at 5. Each of the 2 nominees have been elected as directors of the corporation to serve until the next annual meeting of shareholders or until their successors are elected or appointed. The Board of Directors of the corporation has been authorized to fix the remuneration of any auditors appointed by the Board to fill the casual vacancy of the director of the auditors. The ordinary resolution set out in schedule A to the management information circular regarding the USD 1 million facility fee to Dunebridge under the amended and restated bridge-term credit facility agreement have been adopted and approved. The ordinary resolution set out in Schedule B to the management information circular regarding the corporation's voluntary delisting from the Toronto Stock Exchange has been adopted and approved. The special resolution set out in Schedule C of the management information circular regarding the continuance of the corporation of the company in British Columbia has been adopted and approved. I direct that the results of the polls be included in the minutes of this meeting. The results of the voting will be announced in a press release in accordance with the applicable securities law and the policies of the Toronto Stock Exchange. 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 be terminated. As there is no further business to come before the meeting, I declare the formal part of the meeting concluded. Questions and answers. I ask that all registered shareholders and proxy holders who would like to ask a question, select the question-and-answer icon on the virtual interface, and submit a question to the 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 the registered shareholder or any duly appointed proxy holder. Please keep your questions short and to the point, we will give the attendees a moment to type the questions. For each question we answer, we will summarize the question and read out aloud the name of the person who asked such question, and if applicable, the entity such person represents. We would like to remind you that questions which are being answered or that are redundant or repetitive will not be published or answered. We will now confirm if there are any questions.

Mr. Chairman, there are no questions on the dashboard.

Thank you very much. Thank you very much. Operator, we can now conclude the call.

This concludes the meeting. You may now disconnect.