Toubani Resources Limited (TRE) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual and Special Meeting of African Gold Group, Inc. Please note, the meeting will be recorded. I would like to introduce Shaun Drake, Chair of today's meeting. Mr. Drake, the floor is yours.

Thank you, Anastasia. Welcome, everybody. I am the company secretary of Africa Gold Group, Inc. and in accordance with bylaws of the company, I will act as Chair of today's meeting. Unfortunately, Mr. Callow, who is our CEO, is unable to join. And so in his stead, I will act as the chair of the meeting. These are unprecedented times, and the decision to hold this meeting by virtual means was made as a result of orders driven by public health and government authorities restricting public gatherings and to comply with social distancing measures. As this meeting is being held virtually, it is necessary to set out a few rules for the orderly conduct of the meeting. Questions in respect to the business of the meeting can be submitted by registered shareholders and duly appointed proxyholders using the Ask A Question feature of the virtual meeting room. I would ask that you please keep your questions brief. I also encourage you to submit your questions as early as possible so that we may address them at the right time during the meeting. Questions will be read out by the secretary of the meeting before being addressed. And please note that due to time constraints, we may not be able to address all these questions. And only registered shareholders and duly appointed proxyholders are entitled to vote at this meeting. Voting today will be conducted by electronic ballot via the voting feature of the virtual meeting room. And if you've already voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. The polls are now open for all items of business to be voted on. Registered shareholders and duly appointed proxyholders who have properly logged in will be able to click the voting button to see on the screen the motions being brought forth at this meeting and can vote on them any time after the closing of the polls. And I thank you to all those who've voted already in advance of this meeting. For those of you who have not voted, we encourage you to vote. You may vote on each item immediately or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. The first item is the appointment of secretary and the scrutineer of the meeting. The meeting will now come to order and with your approval, I will ask Paul Bozoki, our Chief Financial Officer of the company, to act as secretary of this meeting; and Lori Winchester of TSX Trust to act as the scrutineer. I now instruct the secretary to table to the meeting the following documents: one, the notice of meeting; two, form of proxy; three, the management information circular; four, the audited financial statements of the company for the fiscal year ended December 31, 2020; and five, the statutory declaration regarding delivery of the above materials to the represent shareholders of the company. The bylaws of the company provide that 2 persons present in person, each being a shareholder entitled to vote or a duly appointed proxy or proxyholder for an absent shareholder so entitled and together, representing 10% of the issued and outstanding shares of the company, constitute a quorum for this shareholders' meeting. The secretary has provided me with a preliminary report setting up the number of shareholders present in person or by proxy at this meeting and the number of shares held by them. The scrutineer's preliminary report certifies that there are 43 shareholders holding a total of 23,820,457 common shares of African Gold represented in person or by proxy at this meeting, and this represents 13.25% of the issued and outstanding shares of the company entitled to vote at the meeting. As Chair, I adopt the preliminary scrutineer's report and declare the attendance of this meeting to be set out as forth therein. I direct that when delivered, the final scrutineer's report be kept with the records of this company. There is a quorum present and proof this notice of meeting has been given in accordance with the company's bylaws and applicable corporate laws. As such, I now declare that this meeting is regularly called and properly constituted for the transaction of business and instruct the secretary to annex the declaration of mailing and attach the exhibit as a [ Schedule 8 ] to the meetings of this meeting. To expedite the formal part of this meeting, I will move that -- I will move and Daniyal Baizak will second all motions. Whilst the procedure will facilitate the handling of the formal matters, registered shareholders or duly appointed proxyholders may address the meeting when there is a call to discuss a motion by typing in your question in the message section once it opens during the discussion period. If there's any discussion or questions, the secretary will read the question aloud. And in fact, I will read the question aloud in lieu of the secretary. The first item of business is the presentation of the financial statements of the company for the fiscal year ended December 31, 2020, together with the auditor's report thereon. Copies of the financial statements have been mailed to each shareholder, along with this notice of meeting and the information circular. Given that each shareholder has an opportunity to review the financial statements, I propose to dispense with the reading of the financial statements to this meeting. The next item of business is a resolution appointing auditors for the ensuing year and authorizing the directors to fix their remuneration. I move that McGovern Hurley LLP, Chartered Professional Accountants be appointed as the auditors of the company for the ensuing year to serve as such remuneration as will be affixed by the Board of Directors.

Mr. Chair, I second the motion.

The next item of business is the election of directors for the ensuing year. Five directors are to be elected who will hold office until the next annual meeting or until their successors are elected or appointed. I move that the persons specified in the management information circular delivered with the notice of meeting, namely Danny Callow, John Begeman, Pierre Pettigrew, Scott Eldridge and Jan-Erik Back have been nominated as directors for the ensuing year or until their successors are elected or appointed. Each of the persons nominated has confirmed that he is prepared to serve as a director.

Mr. Chair, I second the nominations.

As the company previously adopted an advanced notice bylaw amendment, no further nominations will be accepted from the meeting floor. I now declare the nominations closed. Again, voting is underway. And if you are eligible to vote and have not yet voted, please cast your votes electronically. Based on the proxies received in advance of the meeting, it is expected that all directors will be reelected. [Voting]