NexGen Energy Ltd. (NXE) Earnings Call Transcript & Summary

Good afternoon. My name is JP and I will be your conference operator today. At this time, I would like to welcome everyone to the NexGen Energy Limited Annual General and Special Meetings of Shareholders Conference Call. [Operator Instructions] Mr. McFadden, you may begin your conference.

Thank you. The meeting will now come to order. Good afternoon. My name is Christopher McFadden, I am a Director and Chairman of the Board of NexGen Energy Limited. I'm pleased to welcome you to the Annual General and Special Meeting of the Shareholders of NexGen Energy Limited. I will act as Chair of this meeting. I asked that Gillian McCombie Corporate Secretary for NexGen act as Secretary of this meeting. I appoint Mita Garcia of Computershare Investor Services, Inc. as scrutineer of this meeting. The Secretary has tabled for inspection by any shareholder or proxy holder a declaration that the notice calling this Annual General Meeting and Special Meeting was mailed to shareholders in accordance with applicable law. I will dispense with calling for a reading of the notice of meeting, and direct a copy of the declaration be kept by the secretary with the records of the meeting. The scrutineer has submitted a report on attendance to the secretary. The Secretary will now read the scrutineer's report.

The scrutineer's report reads as follows: 106 shareholders by proxy, representing 329,424,392 shares; 106 total shareholders holding 329,424,392 shares; total issued and outstanding as at record date, 487,280,586, percentage of outstanding shares represented at the meeting, 67.60%.

Thanks, Gillian. I adopt the scrutineer's report and declare that a quorum is present. Adequate notice having been given and a quorum being present, I therefore declare this meeting to be properly constituted for the transaction of business. As a matter of procedure, I ask that shareholders wishing to speak during this meeting, please identify themselves by name and indicate that there are a registered shareholder or if a proxy holder, their name and the name of the registered shareholder they represent by proxy. Voting today will be by a show of hands unless either a ballot is requested or more than 5% of the votes eligible to be cast by proxies are voted against a resolution. Voting for the election of directors will proceed by way of ballot. The corporation's articles under Section 11.15 provide that as Chairman, I may propose a motion and that no motion need be seconded. In the interest of expediting the business of the meeting, I will proceed on that basis. The financial statements of the corporation for the year ended December 31, 2022, and the report of the auditors thereon were delivered to the shareholders prior to this meeting and are available on SEDAR and are hereby placed before the meeting. It is now in order to proceed with the setting the number of seats on the Board of Directors. I now ask for the Secretary to read the proposed motion.

Be it resolved that the number of seats on the Board of Directors of the corporation be set at 10.

Is there any discussion on this motion? All those in favor of this motion, please signify by raising your right hand. [Voting]

Against, if any? [Voting]

I declare this motion duly carried. It is now in order to proceed with the election of directors. The number of directors of the corporation has been set at 10, and it is anticipated that 10 directors will be elected. In accordance with the corporation's advanced notice policy contained in Section 26.1 of the corporation's articles, May 15, 2022, was the deadline for nominations for directors for the ensuing year, and no nominations have been received by the corporation prior to the deadline, other than those submitted by management. Accordingly, no further nominations for directors for the ensuing year will be accepted. I now ask the Secretary to read the names of the persons nominated by management.

The names of the persons nominated for directors for the ensuing year are: Mr. Leigh Curyer; Mr. Warren Gilman, Ms. Karri Howlett, Mr. Christopher McFadden; Mr. Richard Patricio; Mr. Trevor Thiele; Ms. Sybil Veenman; Mr. Brad Wall; Mr. Don Robert, Mr. Ivan Mullany.

I declare the nominations closed and will call for a motion to elect the directors. I now ask the Secretary to read the proposed motion.

Be it resolved that Leigh Curyer, Warren Gilman, Karri Howlett, Christopher McFadden, Richard Patricio, Trevor Thiele, Sybil Veenman, Brad Wall, Don Roberts and Ivan Mullany, be and are hereby elected as directors of the corporation to hold office until the close of business of the next annual meeting of shareholders of the corporation or until their successors are elected or appointed.

Shareholders are entitled to vote in favor of or withhold from voting separately for each director nominee. As it is necessary to ensure that the number of shares voted in favor of or withheld from Version 4, each individual director is recorded, I direct that a poll be taken. The scrutineer distributed ballots at the beginning of the meeting. If you are a registered shareholder or a proxy holder and you do not have a ballot, would you please raise your hand. [Voting]

Please mark an X in the appropriate spaces on the ballots before returning them to the scrutineer. With respect to the motion to elect the director nominees, I am advised that a majority of the votes have been cast to elect each of the directors nominated. As a result, I declare that Leigh Curyer, Warren Gilman, Karri Howlett, Christopher McFadden, Richard Patricio, Trevor Thiele, Sybil Veenman, Brad Wall, Don Roberts and Ivan Mullany, be elected as directors of the corporation to hold office until the close of business of the next Annual Meeting of Shareholders of the corporation or until their successors are elected or appointed. I direct that a copy of the final scrutineers' report on this motion be kept by the secretary with the recorded minutes of this meeting. The next item of business relates to the reappointment of auditors. I now ask the Secretary to read the proposed motion.

Be it resolved that KPMG LLP be reappointed as auditors of the corporation at a remuneration to be fixed by the directors to hold office until the next Annual General Meeting of the corporation.

Is there any discussion on this motion? All those in favor of this motion, please signify by raising your right hand. [Voting]

Against, if any? [Voting]

I declare this motion duly carried. The last item of business relates to the amendment, restatement and continuation of the corporation's existing shareholder rights plan. I now ask the Secretary to read the proposed motion.

Be it resolved that the corporation's amended and restated rights plan dated as of April 22, 2020 with amendments approved by the Board of Directors, be and is hereby approved for continuation for 3 years until the date of the Corporation's Annual General Meeting of Shareholders held in 2026 in the form of resolution as set out in the corporation's information circular needed April 24, 2023.

Is there any discussion on this motion? All in favor, signify by raising your right hand. [Voting]

Against, if any? [Voting]

I declare the motion carried. As I mentioned earlier, a question-and-answer session will follow the formal portion of the meeting. Is there any further business to be brought before the formal portion of the meeting? I now propose a motion concluding the formal portion of the meeting. Is there any discussion on this motion? All those in favor of this motion, please signify by raising your right hand. [Voting]

Against? [Voting]

I declare this resolution duly carried and the formal meeting to be concluded. I'd now like to open the meeting to questions from shareholders. If you could please identify yourself by name and if you are a proxy holder, please indicate the shareholder which you represent.

There are no questions at this time. Please continue.

Thank you. That concludes the agenda for the meeting. Thank you for your attendance.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.