Olivut Resources Ltd. (OLV) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I'd like to welcome you on behalf of the Board and the officers of Olivut Resources Ltd. to this Annual and Special General Meeting of the Shareholders of the Corporation. My name is Sharon Dowdall. I'm Chairman of Olivut, and I'll chair this meeting. It's my pleasure to welcome the common shareholders of the corporation and any guests present today. The persons entitled to take part in and vote at this meeting are the common shareholders of corporation or their proxies. On behalf of the corporation, I wish to express thanks to those shareholders who have submitted their proxies in advance. This Annual and Special General Meeting of the Corporation has been called to consider the receiving the corporation's audited financial statements as at and for the years ended October 31, 2021 and 2020; electing directors for the ensuing year; appointing McGovern Hurley LLP Chartered Professional Accountants as the corporation's auditor for the ensuing year and authorizing the directors -- authorizing new...

Go ahead, Sharon.

And authorizing the directors to set the auditor's remuneration and approving the amended and restated share option plan. To conduct this meeting efficiently, we have asked certain attendees to move and second the items of business that the corporation is required to conduct at this meeting. I'd now like to proceed with the formal portion of today's Special and General Meeting. I will now call to order the Annual and Special General Meeting of the Corporation Shareholders. With the consent of the meeting, I appoint Jay Kellerman as the secretary of the meeting. With consent of the meeting, I appoint Stikeman Elliott as scrutineer for the meeting and to report on the number of shareholders present in person or by proxy, to tabulate the votes on any poll taken at the meeting and to report to me as Chairman of the meeting. The notice calling the meeting of shareholders was mailed on February 15, 2022. The purpose of today's meeting is set out in the notice of meeting. I shall now request the secretary to table the proof of mailing indicating that the notice of meeting, the management information circular and a form of proxy were properly mailed to shareholders. I direct that a copy of the notice, the management information circular and the proxy, together with proof of mailing, be attached by the secretary to the minutes of this meeting. In order for a quorum to be present at this meeting, the bylaws of the corporation require that at least 2 shareholders of the shares entitled to vote at the meeting are present in person or represented by proxy irrespective of the number of persons actually present at the meeting. The shareholder reports there are, represented at this meeting and in person or by proxy...

20 shareholders, Sharon.

Representing an aggregate...

22,236,234 common shares.

The scrutineer report confirms that there's a sufficient number of shareholders and proxy holders in attendance to permit the meeting to proceed in accordance with the bylaws of the corporation. I direct the secretary of the meeting to attach a copy of the scrutineer's final report on attendance to the minutes of this meeting. I now declare that the meeting is properly -- regularly constituted for the transaction of business. To expedite voting today, I propose to conduct the vote on all matters by a show of hands. However, a shareholder or proxy holder present in person at this meeting has the right to demand that a poll, by way of a ballot, be conducted on any resolution. The first order of business is the presentation of the audited financial statements of the corporation as at and for the years ended October 31, 2021 and 2020, together with the auditor's report thereon. These financial statements together with the auditor's report were provided to shareholders on February 15, 2022. Copies of the financial statements are available from the corporation for anyone that would like one or they are available on the corporation's website. Ian Shaw and Mary Cameron, the corporation CFO and accountant, respectively, are available to answer questions from the shareholders with respect to the audited annual consolidated financial statements. The next matter to come to be dealt with is the election of the directors of corporation. The nominees are listed in the management information circular. I would now ask that Leni Keough move a resolution be passed to elect the following individuals to the Board of Directors of the corporation: Leni F. Keough, President and Chief Executive Officer; Sharon E. Dowdall, Chairman; and Craig O. Reith, Director.

I so move.

Are there any other -- are there any further nominations? May I have a motion that the nominations be closed?

I move that the nominations be closed.

Who will second the motion?

I second the motion.

You've heard the motion. All in favor, signify by raising their right hand. Contrary, if any? [Voting]

Carried. We have a motion from a shareholder with respect to the election of directors.

I move that each of Leni F. Keough, Sharon E. Dowdall and Craig O. Reith be elected as directors of the corporation.

I second the motion.

You heard the motion. Is there any discussion on the motion? As there no further discussion, all those in favor, please signify by raising their right hand. Contrary, if any? [Voting]

Carried. I declare that each of Leni F. Keough, Sharon E. Dowdall and Craig O. Reith is elected as a director of the corporation. The next matter to be dealt with is the appointment of McGovern Hurley LLP Chartered Professional Accountants to serve as auditors of the corporation until the next Annual and Special General Meeting of the Shareholders and to authorize the Board of Directors to fix the remuneration to be paid to the auditors. To be passed, this resolution requires approval of the majority of votes cast at the meeting by those shareholders present in person or by proxy and entitled to vote. I would now ask that Craig Reith move a resolution appointing McGovern Hurley LLP Chartered Professional Accountants as the auditors of the corporation and authorizing the directors to pitch their remuneration be approved.

I so move.

Who will second the nomination?

I second the motion.

You've heard the motion. Is there any discussion on the motion? As there's no further discussion, all those in favor, please signify by raising your right hand. Contrary, if any? [Voting]

Carried. The next matter to be dealt with is the approval of the amended and restated share option plan set forth in schedule A of the management information circular. The full text of the resolution is set out on Page 10 of the management information circular. To be passed, this resolution requires the approval of a majority of votes cast at the meeting by those shareholders present in person or by proxy and entitled to vote. I will now ask that Ian Shaw move a resolution approving, ratifying and confirming the amended and restated share option plan as set forth in schedule A of the management information circular be approved.

I so move.

Who will second the nomination?

I second the motion.

You've heard the motion. Is there any discussion on the motion? As there's no further discussion, will all those in favor please signify by raising your right hand. Contrary, if any? [Voting]

Carried. This completes the matters of business to be conducted as set out in the notice of management information circular. Is there any other further business that need properly come before this meeting? As the formal business of the meeting of the shareholders has now been completed, I'd ask that a shareholder move that a resolution to terminate the meeting be approved.

I move that the meeting be terminated.

Who will second the motion?

I will second the motion.

All in favor of the resolution, please signify in the usual manner by raising your right hand. Contrary, if any? [Voting]

Carried. Thank you very much for attending.