Star Diamond Corporation ($DIAM)

Good morning, ladies and gentlemen, and welcome to the 2026 Annual General and Special Meeting of Star Diamond Corporation. My name is Wayne Malouf, I'm Chairman of the Board, and I'll be chairing today's meeting. This meeting provides an opportunity to review our performance over the past year, discuss strategic initiatives and vote on key matters, including the election of directors, the appointment of auditors and approval of the stock options plan, all as further described in the corporation's amended and restated management information circular filed on SEDAR on May 8, 2026. This meeting is being held entirely online via webcast. The amended and restated information circular clarifies previous disclosure as further described in the amended and restated circular and replaces and supersedes the previously filed management information circular on March 30, 2026. Before we begin, I want to go through a few housekeeping matters. Registered shareholders and duly appointed proxy holders who have logged in may vote once the electronic balloting system has been opened. Once the electronic system has been opened, these registered shareholders or duly appointed proxy holders will receive a message on the virtual interface requesting them to register their votes. Please note that there will only be a certain amount of time allowed for voting to take place once the electronic balloting system has been opened. If you have already voted by proxy, you don't need to vote again unless you wish to change your vote. There will be an opportunity for registered shareholders, proxy holders and guests in attendance to ask questions through the Lumi platform. Questions may be submitted by clicking on the messaging tab and entering your question through the message box. As always, questions should relate to the business of the meeting and not be of a personal nature. As Chair of the meeting, I have broad discretion to conduct the meeting in an orderly manner, and I reserve the right to edit questions or reject questions deemed inappropriate. Questions not answered during the meeting will be addressed by management in due course following the completion of the meeting as appropriate. Joining us today are our directors, Al Gourley, Leslie Markow, Krisztian Toth and Brendan Moore. Also present are Lester Kemp, Chief Executive Officer; Mark Shimell, Chief Operating Officer; Carmelo Marrelli, Chief Financial Officer; and J.C. St-Amour, proposed Director. Let me just turn that off along with the other folks. Sorry about that. Please note that this webcast may include forward-looking statements. Shareholders should refer to the corporation's public filings on SEDAR for more information. We'll now move on to the formal business of the meeting. I call the meeting to order. Our first order of business is the appointment of the Secretary of the meeting. With the consent of the meeting, I appoint [ Monique Hutchens ] as Secretary of today's meeting. Next will be the appointment of the scrutineer. We'll appoint a scrutineer to tabulate the votes and report on the results, and I appoint Odyssey Trust Company through its representatives as scrutineer. We'll now address the notice of the meeting. I have received a declaration prepared by an officer of Odyssey Trust Company, indicating that notice calling this meeting and accompanying notice and access notification of form of proxy were duly mailed on April 14 of this year to registered shareholders. And that as of March 30, 2026, record date and as such, proper notice of the meeting has been given. I direct a copy of the notice of meeting and proof of mailing to be kept with the minutes of this meeting and placed in the minute books and will stand with the reading of the notice. A quorum for the transaction of business at a meeting of shareholders called for order the present purposes is 2 persons present and holding or representing proxy by proxy, not fewer than 5% of the shares entitled to vote at the meeting in accordance with the company's bylaw #1A. I have received the scrutineers' preliminary report on attendance and based on such report, confirm that a quorum of shareholders of the corporation is present at this meeting. Notice having been properly given and a quorum being present, I now declare the meeting to be regularly called and properly constituted for the transaction of business. As previously mentioned, voting today will be conducted by electronic ballot. I will now take a moment to ask the electronic balloting system to be open to registered holders and appointed proxy holders. And are we ready to proceed?

Yes.

Okay. The electronic balloting system is now open, ladies and gentlemen. All registered holders and proxy holders who have properly logged in with their control numbers or user names and wish to vote will be able to see on their screen all the motions being brought forth at this meeting. As a reminder, if a registered shareholder or appointed proxy holder has previously submitted their votes prior to the meeting, they are not required to resubmit their votes again unless you want to change your vote. The first item of business is the presentation of our audited financial statements for the year ended December 31, 2025, along with the auditor's report. Copies of the financial statements and the auditor's report have been made available on SEDAR and will not be read today. I'm sure, much the appreciation of everybody involved. I now declare that Star Diamond's audited consolidated financial statements for the fiscal year ended December 31, 2025, and the accompanying auditor's report have been received by the shareholders as submitted to this meeting. The next order of business is the election of directors. We'll now proceed with that. The Board has determined that 6 directors are to be elected. May I have a motion to nominate the directors?

I nominate Wayne Malouf, Al Gourley Leslie Markow, Krisztian Toth, Brendan Moore and J.C. St-Amour.

Thank you. Do I have a second?

I second the motion.

All right. Thank you. Are there any further nominations? All right. There being no further nominations, nominations are closed. Shareholders are reminded that under the Canadian Business Corporations Act, each nominee is elected only if the number of votes cast in their favor represents a majority of the votes cast for and against them. All right. Next, we will consider the appointment of an auditor. May I have a motion?

I move that MNP LLP chartered professional accountants be appointed as auditor until the next annual meeting and that the directors fix their remuneration.

All right. Do I have a second?

I second the motion.

All right. Thank you. We've got the votes on that. The next item of business is the approval of the 2026 stock option plan. If it is thought advisable, the shareholders are to pass with or without variation an ordinary resolution authorizing and approving the 2026 stock option plan of Star Diamond Corporation and the unallocated options, rights and other entitlements issuable under the 2026 stock option plan as further described in the amended and restated circular. An affirmative vote of at least a majority of the votes cast at the meeting is required in order to pass the stock option resolution. May I have a motion on the approval of the stock option plan?

I move that the stock option plan resolution, the full text of which is set forth in the amended and restated management information circular of the corporation dated May 8, 2026, be approved and adopted.

Thank you, Brian. Do I have a second?

I second the motion.

Thank you, [ Val ]. Shareholders have one final minute to submit their votes. We'll let them pass here. Once the electronic balloting system closes, the voting page will disappear and the votes will automatically be submitted. As a reminder, if you are voting by electronic ballot today, please register your votes by accessing the voting page and selecting the for or against or withhold buttons next to the name of each nominated director, the resolution with respect to the appointment of MNP LLP Chartered Professional Accountants as the corporation's auditors and the stock option plan. I'll now pause for 60 seconds to give the attending shareholders the opportunity to vote electronically. [Voting]

Minute can seem like a long time in the silence. So I'll now close the electronic balloting system. And I'm going to pause for a minute to give the scrutineer an opportunity to tabulate the votes and proxies and provide the final report on the voting. So whenever the scrutineer is ready to make a report. All right. The scrutineer has reported that all resolutions have been approved. The results will be filed on SEDAR and the company will issue a press release. All right. All formal business of the meeting is now completed. May I have a motion to adjourn?

So moved.

May I have a second?

I second the motion.

All right. Before we do that, are there any questions that have come in that we need to address?

No, we just have to adjourn now and then Lester will take over.

All right. Then there's been a second motion to adjourn, and I hereby declare the meeting adjourned. I want to thank everybody for attending. I now call on Lester, CEO of the company, to give a short update on the company. Lester, over to you.

Thank you, Wayne. I know we've had a few shareholders asking questions about the PFS, and we just want to assure shareholders that this work is ongoing and remains a priority for the company. Progress to date has been made in line with the financing that's been available to us. And while there's still meaningful work ahead, we are actively advancing the study subject to financing and the availability of our contractors and consultants. In terms of time line, our original estimate was approximately 12 months to complete PFS once all the financing was in place and contractors secured. That still remains our benchmark, and we will provide updates as circumstances allow. Looking further ahead, both the full feasibility study and its associated costs will be determined based on the recommendations that come out of the completed PFS. It would be premature at this stage to commit to specific figures or timelines before that work is done. And we understand that shareholders want to see tangible progress and a clear path forward that delivers value, and we do hear that. Our focus remains on advancing the project responsibly and transparently, and we are committed to keeping you informed at every meaningful milestone along the way. We also want to acknowledge the sentiment expressed by some shareholders that discussions around planning have not translated into visible benefits. That's a fair observation, and we do take it seriously. The groundwork being laid through the PFS process is precisely what is needed to unlock the next stage of value creation for this company. While we recognize that patience is being asked from you, we believe that the disciplined approach we have taken will put us in the strongest possible position as we move forward. And we remain fully committed to delivering on that promise to each and every one of you. Thank you.

Thank you, Lester. All right. With that, I declare the meeting closed.