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

Good afternoon. My name is Chloe, and I will be your conference operator today. At this time, I would like to welcome everyone to the NextGen Energy Ltd. Annual General Meeting 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 Chris McFadden. I am a Director and Chairman of the Board of NextGen Energy. I'm pleased to welcome you to the Annual General and Special Meeting of Shareholders of NextGen Energy. I will act as Chair of this meeting. I have asked Ben Salter, Chief Financial Officer of NextGen Energy, to be the Secretary of this meeting. I appoint Mita Garcia of Computershare Investor Services 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 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 that 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: 136 shareholders present in person or by proxy, representing approximately 377 million shares. The total issued and outstanding shares as of the record date is 569,668,514. The percentage of outstanding shares represented at the meeting is 66.18%.

Thank you. I adopt the scrutineer's report and declare that a quorum is present. Proper notice having been given and a quorum present, I declare this meeting to be properly constituted for the transaction of business. As a matter of procedure, I ask that shareholders present in person and wishing to speak at the meeting, please identify themselves by name and indicate that they are a registered shareholder or if a proxy holder, identify themselves 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 the 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 motions need to 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, 2024, and the report of the auditors were delivered to the shareholders prior to this meeting and are available on SEDAR, and I hereby place them before the meeting. Before we proceed with the resolution to fix the number of directors, I would like to note a change since the mailing of the proxy materials. Susannah Pierce has advised that she will not be standing for reelection due to other commitments. In light of this and pursuant to the discretionary authority granted under the form of proxy, management is proposing that the number of directors be fixed at 9 rather than 10. I will now ask the Secretary to read the revised resolution.

Be it resolved that the number of seats on the Board of Directors of the corporation be set at 9.

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 motion duly carried. We will proceed with the election of directors. The number of directors for the corporation has been set at 9, and it is anticipated that 9 directors will be elected. In accordance with the corporation's advanced notice policy contained in Section 26.1 of the corporation's articles May 18, 2025 was the deadline for nominations for directors for this meeting. 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 of the ensuing year are Mr. Leigh Curyer, Mr. Christopher McFadden, Mr. Richard Patricio, Mr. Warren Gilman, Ms. Sybil Veenman, Ms. Karri Howlett, Mr. Brad Wall, Mr. Ivan Mullany, Ms. Sharon Birkett.

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

Be it resolved that Leigh Curyer, Christopher McFadden, Richard Patricio, Warren Gilman, Sybil Veenman, Karri Howlett, Brad Wall, Ivan Mullany and Sharon Birkett are hereby elected as directors of the corporation to hold office until the close of business of the next Annual Meeting of Shareholders 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 voting for 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. Please mark 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 in favor of the election of each of the directors nominated. As a result, I declare that Leigh Curyer, Christopher McFadden, Richard Patricio, Warren Gilman, Sybil Veenman, Karri Howlett, Brad Wall, Ivan Mullany and Sharon Birkett 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. A copy of the final scrutineer's report on this motion will be kept by the Secretary along with the recorded minutes of this meeting. The next item of business is related 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, please signify by raising your right hand. [Voting]

Against? [Voting]

I declare this motion duly carried. The last item of business relates to the continuation of the company's stock option plan. I now ask the Secretary to read the proposed motion.

Be it resolved that the continuation of the corporation's stock option plan be approved, reducing the rolling maximum from 20% to 10% of outstanding common shares, the full text of such resolution being set out on Page 52 of the information circular.

As more than 5% of the proxies are to be voted against this motion, I order 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. Please mark an X in the appropriate spaces on the ballots before returning them to the scrutineer. With respect to the motion to approve the company's stock option plan, I am advised that a majority of the votes have been cast in favor of such resolution and the company shall retain the ability to grant options under its stock option plan until June 17, 2028. A copy of the resolution and the final scrutineer's report on this motion will be kept by the Secretary along with the recorded minutes of this meeting. I 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 is to be concluded. I would now like to open the meeting to questions from shareholders. Please identify yourself by name. And if you are a proxy holder, please indicate the shareholder you represent. There being no further questions, I declare the meeting closed. Thank you for your attendance. Thank you. We're all done now.