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 Limited to this Annual General and Special Meeting of the Shareholders of the corporation. My name is Leni Keough, President and CEO of Olivut, and I will chair this moment. 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 have 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, 2024 and 2023, 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 would now like to proceed with the formal portion of today's Annual General and Special Meeting. I now call to order the Annual General and Special Meeting of the corporation shareholders. With consent of the meeting, I appoint [ Kesha Morsky, ] 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 of shareholders was mailed on February 11, 2025. 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 the mailing indicating that the notice of meeting, the management information circular and the 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 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 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 this meeting. The Secretary reports that there are represented at this meeting in person or by proxy, 18 shareholders, representing an aggregate of 25,759,777 common shares. The Scrutineer's report confirms that there are 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 the meeting. I now declare that the meeting is regularly constituted for the transaction of business. To expedite the voting today, I propose to conduct the vote on all matters by 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 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, 2024 and 2023, together with the auditor's report thereon. These financial statements together with the auditor's report were provided to shareholders on February 11, 2025. 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. Ian Shaw and Mary Cameron, the corporation's 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 be dealt with is the election of directors of the corporation. The nominees are listed in the management information circular. I will now ask that Kenny Ruptash 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; Craig O. Reith, Chairman; and Kenneth Ruptash, Director.

I so move.

Are there any further nominations? May I have a motion that the nominations be closed.

I move the nominations be closed.

Who will second that motion?

I second the motion.

You have heard the motion. All in favor, signify by raising your hand. Contrary, if any. [Voting]

The motion is carried. May I have a motion from a shareholder with respect to the election of directors.

I move that each of Leni F. Keough, Craig O. Reith and Kenneth N. Ruptash be elected as directors of the corporation.

I second the motion.

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

No contrary. I declare that each of Leni F. Keough, Craig O. Reith and Kenneth N. Ruptash is elected as Director of the corporation. Appointment of the auditors. The next matter we're dealing with is the appointment of McGovern Hurley LLP, Chartered Professional Accountants, to service 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 the approval of the 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 to move to the resolution appointing McGovern Hurley LLP Chartered Professional Accountants, as the auditors of the corporation and authorizing the directors to fix the remuneration to be approved.

I so move.

May I please have a seconder?

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 their hands. Contrary, if any? [Voting]

The motion is 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 the majority of votes cast at the meeting by those shareholders present in person or by proxy and entitled to vote. I will now ask the Ian Shaw move the 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 their hand. Please indicate to the contrary, if any? [Voting]

The motion is carried. This completes the matter of business to be conducted as set out in the notice and management information circular. Is there any further business that should properly come before this meeting? Hearing none, 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 complete that a resolution to terminate this meeting be approved.

I move that the meeting be terminated.

Who will second that motion?

I second the motion.

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

The motion is carried. Thank you very much, everybody, for attending and taking the interest to participate. If you have any further questions, please don't hesitate to call me at Olivut's office line, which you can find on our website, and I'm happy to answer any further [ comp ] any questions you may have. Thank you very much. The meeting is now terminated.