Southern Arc Minerals Inc. (SAH) Earnings Call Transcript & Summary

Good morning, everyone. Welcome to the Annual General Meeting of Southern Arc Minerals. I'd like to call the meeting to order. And my name is John Proust, and I'll act as the Chairman of the meeting. Under necessary caution to proactively deal with the unprecedented public health comp -- impact of COVID-19 and to mitigate risks to the health and safety of our communities, shareholders, directors, employees and other stakeholders, the meeting is being hosted by virtual-only format. Today, with me -- I'm John Proust, I'm Chairman and CEO and I also have Vince Boon, our Chief Financial Officer; and Eileen Au, our Corporate Secretary. If there's no objection, I appoint Loretta Pataki of Computershare Investor Services to act as Scrutineer. Shareholders must have submitted their completed proxies to the company no later than 10:00 a.m. on December 12, 2020, in order for their vote to be counted at the meeting. The company's articles stipulate that a quorum is one person who is a shareholder or who has otherwise permitted to vote shares of the company at a meeting of shareholders present in person or by proxy. I have before me the scrutineer's interim report indicating that there are no shareholders present in person representing 0 shares and 33 shareholders represented by proxy representing 5,779,087 shares of the issued capital of the company for a total of 33 shareholders and 5,779,087 shares. I therefore declare a quorum of shareholders present and this meeting to be regularly called and duly constituted and now ready for the transaction of business. Before commencing with the business of the meeting, I'd like to explain the voting procedures to be followed at this meeting. To ensure the safety of the company/shareholders and other stakeholders entitled to attend the meeting amidst the ongoing COVID-19 pandemic, the company structures and management determined that there would be no physical location for the meeting, no in-person attendance and that the meeting would be held in virtual-only format by telephone conference. The company determined that verifying shareholder identity would not be possible using the teleconferencing system available for the meeting and that conducting ballots would therefore not be possible. As a result, the company's Directors and management determined that in-person voting would not be permitted at the meeting and that the determination as to whether a particular matter was approved, a particular individual is appointed or a particular resolution was passed would be made solely on the basis of the voting results set out in the proxy tabulation report tabulated in a bounce of the meeting by the company's transfer agent, Computershare. Except as otherwise stated, all voting results will be determined by reference to the proxy tabulation report. For routine items not set out in the meeting notice, such as dispensing with the reading of the minutes of the company's last Annual General Meeting and terminate the meeting, proxy holders may vote the proxies they hold using the discretion provided in the proxies. All matters set out in the meeting notice will be determined based on the proxy tabulation as previously noted. We will advise of the voting results for each matter set out in the proxy tabulation report, and shareholders will be entitled to request a copy of the proxy tabulation report from management after the meeting. To the extent that proxy holders are required to vote the proxies they hold so that the passage of resolutions at the meeting complies with corporate law and the company's articles, those holders will be deemed to have voted the proxies as set out in the proxy tabulation report. Before we begin, I'd like to note that only registered shareholders or duly appointed proxy holders who properly registered in advance with the company are entitled to ask questions in respect of a motion. Any registered shareholders or duly appointed proxy holders wishing to speak or raise a question should wait until the resolutions have been read first and then indicate their intention to speak at the designated discussion time. I indicate these times by saying, discussion is now open. If there are questions to be raised not pertaining to the formal business of the meeting, please save those questions for the Q&A session, which will be held by management of the company after the formal business has been conducted. When asking me a question, please indicate your name, which entity you represent, if any, and confirm whether you are a registered shareholder or a duly appointed proxy holder. Motions, once proposed, will be followed by voting unless a registered shareholder or duly appoint of proxy holder would like to make a comment or ask the question. Questions and comments from registered shareholders or duly appointed proxy holders will be limited to 2 minutes. Each registered shareholder or duly appointed proxy holder will be entitled to ask a reasonable follow-up question once management has answered a question, but will be asked to yield the floor, if questions are not relevant to the matters being considered. Any questions or discussion should be relevant to the matters being considered at the meeting, all of which are outlined in the meeting notice. I'll now move to the notice of meeting. Proof of service of the notice of meeting has been filed with the scrutineer. Resolved that the reading of the notice calling this meeting be dispensed with and that the notice be taken as if read and approved.

I'll ask for motion.

I'll make that motion.

Thank you. Great. Do the proxy holders of both -- sorry, do the proxy holders, both the shares represented by the proxies they hold in favor of this motion?

Yes.

Thank you. Then that motion is carried. All right. The next item is the financial statements and auditor's report. The annual financial statements for the company for the year ended June 30, 2020, together with the auditor's report thereupon, are now presented to the meeting for discussion. Is there any discussion? Okay. All right. It's now in order to proceed to the consideration of the resolutions mentioned in the notice calling the meeting. First item is fixing the number of Directors. Before we proceed to the nomination of directors, I call for a motion to fix the number of Directors as follows: resolve that the number of Directors of the company be fixed at 5.

I will make that motion.

Thank you. Discussion is now open. All right. The proxy -- if there's no discussion, then the proxy tabulation report indicates that 5,691,140 shares to be voted by management proxy holders were voted in favor of this motion, 0 shares were voted against this motion and 87,947 were non-votes. Can the management proxy holder confirm he votes the shares represented by the proxies he holds in this manner?

Yes. I confirm that.

Thank you, then this motion is carried. I'll now move on to the nominations of Directors. The meeting is now open for the nomination of candidates to the Board of Directors. Would someone nominate as directors those directors set forth in the information circular, namely John G. Proust, Michael J. Andrews, Robert J. Gallagher, Morris Klid and John Carlile.

All right. I will nominate that.

Thank you. As the company has adopted an advanced notice policy and no notices were received in accordance with that policy, there could be no other nominations. I declare that nominations for the election of Directors are closed. I now call for someone to move the following resolution, resolved that John G. Proust, Michael J. Andrews, Robert J. Gallagher, Morris Klid and John Carlile be elected as Directors of the company for the ensuing year to hold office until the next Annual General Meeting or until his successor is elected or appointed, unless his office is earlier vacated.

I will make that motion.

Thank you. Any discussion? If there's no discussion, then the proxy tabulation report indicates the shares to be voted by management proxy holders were voted as follows: John G. Proust for 5,678,563 shares, abstained or withheld 12,577, non-vote 87,947. Michael J. Andrews for 5,690,340 shares, withheld -- 5,686,763, withheld or abstained 4,377 and non-voted 87,947. Klid for 5,686,763 shares, withheld or abstained 4,377 and non-voted 87,947. And finally, John Carlile for 5,690,340 shares, withheld or abstained 800 and non-voted 87,947 shares. Can the management proxy holder confirm he votes the shares represented by the proxies he holds in this manner?

Yes, I confirm that.

Thank you. The motion is carried. The next item of business is the appointment of auditor of the company. I now call for someone to move the following resolution. Resolved that KPMG LLP, the appointed auditor of the company for the ensuing year at a remuneration to be fixed by the directors of the company.

We'll make that motion.

Thank you. Is there any discussion?