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

Okay. Good morning, ladies and gentlemen. I'd like to welcome you on behalf of the Board and the officers of Olivut Resources to this Annual and Special Meeting of the shareholders of the corporation. My name is Leni Keough, President and CEO of Olivut, and I will chair this meeting. It is 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 the corporation or their proxies. On behalf of the corporation, I wish to express thanks to those shareholders who submitted their proxies in advance. This Annual General and Special Meeting of the corporation has been called to consider the receiving of the corporation's audited financial statements as at and for the years ended October 31, 2022, and 2021; 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 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 like to proceed with the formal portion of today's Annual General and Special Meeting. The call to order. I now call to order the Annual General and Special Meeting of the corporation shareholders. With the consent of the meeting, I appoint Jay Kellerman, as Secretary of the meeting. With the consent of the meeting, I appoint Stikeman Elliott as scrutineer for the meeting to report on the number of shareholders present in person or by proxy, to tabulate the votes on any poll taken at this meeting, and to report to me as the Chairman of the meeting. The notice calling the meeting shareholders was mailed on February 14, 2023. The purpose of today's meeting is set out in that 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 mailed properly to shareholders. I direct that a copy of the notice, the management information circular and the proxy, together with the 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 two 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 secretary has reported that there are represented at this meeting, in person or by proxy, 18 shareholders, representing an aggregate of 20,905,917 common shares. The scrutineer's report confirms that there are a sufficient number of shareholders and proxy holders in attendance to permit this 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 regularly constituted for the transaction of business. To expedite the voting today, I propose to conduct that vote on all matters is by show of hands. However, a shareholder or a proxy holder present in person at this meeting has the right to demand that a poll, by way of a ballot, can be conducted on any resolution. [ Proceeded ] the annual financial statements. 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, 2022, and 2021, together with the auditor's report thereon. These financial statements, together with the auditor's report, were provided to shareholders on February 14, 2023. Copies of the financial statements are available from the corporation for anyone that would like one, or they're available from the corporation's website, of course. Mary Cameron, the corporation's accountant, is available to answer questions from shareholders with respect to the audited annual consolidated financial statements. Election of the Directors. The next matter to be dealt with is the election of Directors of the corporation. The nominees have all been listed in the management information circular. I will now ask that Craig Reith move that 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 further nominations? There are no other nominations. May I have a motion that the nominations be closed.

I move that the nominations be closed.

Who will second that motion?

I second that motion.

Okay. You have heard the motion. All in favor, signify by raising their right hands. [Voting]

Contrary, if any? [Voting]

Carried. May I have a motion from a shareholder with respect to the election of Directors. Craig?

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've heard the motion. Is there any discussion on that motion? There being no further discussion, please raise your hand in favor. [Voting]

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 a remuneration to be paid to the auditors. To be passed, this resolution requires the approval of a majority of cast -- votes cast at the meeting by those shareholders present in person or by proxy and entitled to vote. I will now ask that Craig Reith move that a resolution appointing McGovern Hurley LLP Chartered Professional Accountants as the auditors of the corporation and authorizing the Directors to fix their remuneration be approved.

I so move.

Who will second that motion?

I second the motion.

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

Contrary, if any? [Voting]

The motion's 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 Craig Reith move that a resolution approving, ratifying and confirming the amended and restated share option as set forth in Schedule A of the management information circular be approved.

I so move.

Who will second that motion?

I second the motion.

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

Contrary, if any? [Voting]

The motion's carried. This completes the matter of business to be conducted as set out in the notice and management information circular. If there's any further business that should be -- is there any further business that should properly come before this meeting? Okay. As the formal business of the meeting of the shareholders of the corporation has now been completed, I will ask that a shareholder move that a resolution to terminate this meeting be approved.

I move that the meeting be terminated.

Who will second that motion, please?

I second the motion.

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

Contrary, if any? [Voting]

Carried. Thank you very much for attending Olivut's Annual General Meeting and -- the General and Special Meeting. Jay, thank you for hosting the meeting for us.

Our pleasure. Now I have to clean up. Thank you.

Okay. All right. So we'll be in touch and thank you for everyone on the phone for attending. And I guess, Jay, you can terminate the meeting for us.

This is hereby terminated. Thank you very much. Have a good day, everyone. Bye.

Okay. You as well. Bye-bye.