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 that this meeting is being recorded. I would like to introduce Danny Callow, Chair of the meeting. Mr. Callow, please go ahead.

Thank you. Good morning, everybody. My name is Danny Callow. I am the CEO of African Gold Group, Inc. And in accordance with the bylaws of the corporation, I will act as Chair of the meeting. Questions in respect of the business of the meeting can be submitted by registered shareholders and duly appointed proxy holders using the Ask a Question feature of the virtual meeting room. 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. Please note that due to time constraints, we may not be able to address all questions. 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. If you have 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 upon. Registered shareholders and duly appointed proxyholders who have properly logged in will be able to click the voting button to see on the screens all motions being brought forth at this meeting and can vote on them at any time up to the closing of the polls. Thank you to those of you who have already voted in advance of the meeting. For those who have not yet 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. Point 2, appointment of secretary and scrutineer. The meeting will now come to order. And with your approval, I will ask Shaun Drake, Company Secretary for the corporation, to act as secretary of the meeting; and Lori Winchester of TSX Trust to act as scrutineer. I now instruct the secretary to table to the meeting the following documents: Notice of Meeting, form of proxy, information circular dated May 4, 2022, the audited financial statements of the corporation for the fiscal year ended December 31, 2021, and statutory declaration regarding delivery of the above materials to the requisite shareholders of the company. Point #3, quorum. The bylaws of the corporation 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 holding in the aggregate not less than 10% of issued shares of the corporation, constitute a quorum for this shareholders' meeting. The scrutineer 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 there are 2 shareholders holding a total of 55,797,224 common shares of the corporation represented in person or by proxy at this meeting. This represents 26.65% of the 216,597,044 issued and outstanding common shares of the corporation entitled to vote at this meeting. As Chair, I adopt the preliminary scrutineer's report and declare the attendance of this meeting to be as set forth therein. I direct that, when delivered, the final scrutineer's report to be kept with the records of this meeting. Point #4, meeting regularly constituted. There is a quorum present and proof of notice calling this meeting has been given in accordance with the corporation's bylaws and applicable corporate laws. As such, I now declare that the 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 A to the minutes of this meeting. Point #5, formal business. To expedite the formal part of the meeting, I will move and Shaun Drake will second all motions. Whilst this 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 discussion motion by typing in your question in the message section once it opens during the discussion period. If there is any discussion or question, the secretary will read the question aloud. Financial statements. The first item of business is the presentation of the financial statements of the corporation for the fiscal year ended December 31, 2021, together with the auditor's report thereon. Copies of the financial statements have been mailed to each shareholder who has requested a copy along with the notice of meeting and the information circular dated May 4, 2022. Given that each shareholder has had an opportunity to review the financial statements, I propose to dispense with the reading of financial statements to this meeting. Point #7, election of directors. The next item of business is the election of directors for the ensuing year. 4 directors are to be elected who will hold office until the next annual meeting or until their successors are elected or appointed. Given that no other nominations were received in accordance with the advanced notice provisions contained in the corporation's bylaws, I move that the persons specified in the information circular dated May 4, 2022, delivered with the Notice of Meeting, namely Danny Callow, Jan-Erik Back, Douglas Jendry and Tim Kestell, 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. Chairman, I second the nominations.

Voting is under way. 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. Point #8, appointment of auditors. 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 corporation for the ensuing year to serve as such remuneration as may be fixed by the Board of Directors.

Mr. Chairman, I second the motion.

Point #9, approval of stock option plan. The next item of business is to consider and if deemed advisable to pass with or without variation an ordinary resolution approving the stock option plan of the corporation. Since the information circular dated May 4, 2022, was mailed, the following changes to the stock option plan were made after receiving comments from the TSX Venture Exchange, the exchange, and to comply with the policies of the exchange. Section 1.1 M3, the definition of an employee has been updated so that an individual will require to work a minimum of 30 hours per week. The definition now specifies the minimum amount of time per week required. Section 1.1 W. the definition of market price has been updated so that in the event that such shares did not trade on such business day that the market price shall not be less than the discounted market price. Section 2.2. Any entitlement to acquire shares granted pursuant to the stock option plan or any other share compensation agreement prior to the Option A becoming an insider shall now be included as opposed to excluded, which was previously stated in the stock option plan for the purposes of calculating the limits set out in subjects in 2.2 A, B and C of the stock option plan. Section 3.8. Paragraph was updated to include subject to exchange approval to clarify that any reorganization event is subject to exchange approval. Section 6.5. Paragraph has been updated so that disinterested shareholder approval must be obtained for any reduction in the exercise price or any extension of the expiry date if the option holder is an insider of the corporation at the time of the proposed reduction or the extension of the expiry date. The paragraph has been updated to include the instance where the expiry date is being extended. I hereby move that the stock option plan be approved without variation.

Mr. Chairman, I second the motion.

Point #10, approval of share consolidation. The next item of business is the proposal to consolidate the common shares of the corporation on the basis of a ratio of 1 post-consolidation common share for 3 pre-consolidation common shares with effect on the date to be determined by the Board at its sole discretion. I move to pass with or without variation a special resolution to approve the consolidation of the common shares of the corporation on the basis of a ratio of 1 post-consolidation common share for 3 pre-consolidation common shares with effect on a date to be determined by the Board at its sole discretion as more particularly described in the information circular dated May 4, 2022.

Mr. Chairman, I second the motion.

Thank you. Point #11, approval of name change. The next item of business is the proposal to change the name of the corporation from African Gold Group, Inc. to [ Tubani Resources, Inc. ]. Copies of the name change resolution have been made available to all of the shareholders. I move to pass with or without variation a special resolution to approve the corporation's name change to [ Tubani Resources, Inc. ] as more particularly described in the information circular dated May 4, 2022.

Mr. Chairman, I second the motion.