Keweenaw Land Association, Limited (KEWL)
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Apr 23, 2026, 2:06 PM EST
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AGM 2022

Jul 15, 2022

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay, good morning. This meeting will please come to order. I'm James A. Mai, Chairman of Keweenaw Land Association, Limited, and on behalf of the board of directors, the management team, and the employees of Keweenaw, I welcome you to this meeting.

Today's agenda for the meeting is to vote on three proposals, namely, the election of three director nominees; ratification of Anderson, Tackman & Company, PLC as the company's independent auditor; and l astly, an amendment to the company's plan of partial liquidation, as set out and sent to all shareholders of record in our Notice of Proxy statement dated June 14th, 2022 . As noted in our proxy statement, shareholders will be unable to vote during the meeting itself. However, we thank those who have submitted their votes via proxy in advance of this meeting.

The formal part of the meeting will be followed by an informational part where Tim G. Lynott, our President and CEO, will make a presentation. After that, we'll host a Q&A session with management, independent auditors, and legal counsel. Lastly, we'll declare the preliminary votes of the meeting.

A notice of this meeting was sent to each shareholder of record. Prior to this meeting, the company appointed EQ Shareowner Services as Inspectors of Election for this annual meeting. Daisy Kuhn, from EQ, is present on the call today to coordinate on their behalf.

Keweenaw's transfer agent has certified a list of shareholders of the company as of the close of business on June 8, 2022, which was the record date fixed by the board of directors for shareholders entitled to notice of and to vote at this meeting. This list shows that there were 1,296,173 shares of common stock of the company outstanding and entitled to vote. A majority constitutes quorum for this meeting.

I'm advised by EQ that the quorum requirement is satisfied for this meeting and that the business of the meeting may proceed. I would now like to introduce our directors who are present. Firstly, myself, James Mai, Eric Speron, and Mark Sherman.

Next, I would like to introduce Tim Lynott and Paula Aijala. Tim is the President and CEO, and Paula is the Secretary of the company. Paula and Tim are serving as proxies for shareholders who voted by proxy. Our proxies for the meeting will also be responsible to make and second the motions to approve the proposal set out for today's meeting.

I would also like to introduce Mike Mleko of Grant Thornton LLP, our auditors for the fiscal year 2021; and Dan Bianchi of Anderson, Tackman & Company, PLC, our auditors for 2022; and Brad Wyatt of Dickinson Wright PLLC, our legal counsel. T hey are all participating in today's meeting.

Mr. Mleko and Mr. Bianchi have been given an opportunity to make a statement if they would like. At the end of the meeting, Mr. Mleko, Mr. Bianchi, and Mr. Wyatt will be available to answer questions.

The minutes of the special meeting of shareholders from December 21, 2021, were electronically made available to you prior to the meeting. I would accept a motion approving the minutes. I would suggest one of the proxies make the motion.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

This is Tim Lynott. I move that the minutes of the 2021 annual meeting of Keweenaw shareholders be approved, as presented at this meeting.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Just for clarification, I think we're referring to the special meeting from December 21st, since the annual meeting minutes were approved already.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

That's correct.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Can I have a second?

Paula Aijala
Secretary, Keweenaw Land Association

Yes. This is Paula Aijala, and I second the motion.

James A. Mai
Chairman of the Board, Keweenaw Land Association

We will now vote on the motion to approve the minutes. All in favor say aye. One of the proxies may speak on behalf of the shareholders.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

This is Tim. Aye.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Aye. Okay. The motion is carried. The minutes of the 2021 annual meeting are approved, as presented in this meeting. Paula and Tim, as proxies, were among the persons voting for the motion.

Okay. The next order of business is the election of directors. They're the first item. In accordance with the notice of annual meeting, the board of directors of the company has nominated Eric Speron, Mark Sherman, and myself for election to the Board of Directors to hold office for a one-year term expiring at the 2023 annual meeting.

In accordance with the bylaws of the company, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice we've received. Therefore, I declare the nominations closed.

I would accept a motion regarding the election of the directors, and again, I would suggest that one of the proxies make the motion.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

This is Tim, and I move that the following resolution be adopted. Resolved that James Mai, Eric H. Speron, and Mark A. Sherman are hereby elected as Directors of Keweenaw Land Association, to serve for a term expiring at the annual meeting in the year 2023 and until the election and qualification of their successors.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Is there a second for the motion?

Paula Aijala
Secretary, Keweenaw Land Association

This is Paula Aijala, a gain, and I second that motion.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay. Do we need to vote on that now?

Brad Wyatt
Member, Dickinson Wright PLLC

Jamie, this is Brad speaking. We'll have the proxies cast the ballot on all the motions at once. We can just proceed-

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay.

Brad Wyatt
Member, Dickinson Wright PLLC

... to announce the second item, and then they'll vote on all three at once.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay, very good. The second item of business is the ratification of Anderson, Tackman & Company, PLC as our independent registered public accounting firm. I would accept a motion to ratify Anderson, Tackman as our accountants, and would suggest that one of the proxies make the motion.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

This is Tim, and I move the following resolution be adopted. Resolved that the appointment of Anderson, Tackman & Company, PLC as Keweenaw Land's independent registered public accounting firm for 2022 is ratified.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Is there a second for the motion?

Paula Aijala
Secretary, Keweenaw Land Association

This is Paula Aijala. I second the motion.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay. The third and final item of business is the approval of the amendment to the plan of partial liquidation. This amendment will allow the company, at the discretion of the board of directors, to conduct a tender offer in lieu of the second portion of the special dividend. I would suggest that one of the proxies make the motion.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

This is Tim. I move that the following resolution be adopted. Resolved that the amendment of the plan of partial liquidation that would allow the company, at the discretion of the board of directors, to conduct tender offer in lieu of the second portion of the special dividend is approved.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Is there a second to the motion?

Paula Aijala
Secretary, Keweenaw Land Association

This is Paula Aijala. I second the motion.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay. It is 9:08 A.M. Central Time. The polls are now open for the voting on the three motions just received. For all three of the matters to be voted on today, I would ask the proxies to submit their proxy vote to the inspector on the motions. I'll give a moment for the completion of the voting. If the proxies could just advise when they've had a chance to send the proxy ballot over to EQ Shareowner Services, that would be appreciated.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

Okay. It's completed.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay. It is now 10:09 A.M., and the polls are now closed. Inspector of election has informed us that the preliminary results of the three items voted on today will be available following the informational portion of this meeting. Company will issue a press release announcing the final results after they become available.

If there's no further business to come before the meeting, I would accept a motion for adjournment of the formal portion of the annual meeting of shareholders. Would one of the proxies make a motion?

Timothy G. Lynott
President and CEO, Keweenaw Land Association

This is Tim, and I move that the formal portion of the meeting be adjourned.

Paula Aijala
Secretary, Keweenaw Land Association

This is Paula. I second the motion.

James A. Mai
Chairman of the Board, Keweenaw Land Association

You have heard the motion to adjourn. All those in favor say aye. One of the proxies need to speak on behalf of the shareholders.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

This is Tim again. Aye.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay. The motion is carried, and the formal portion of the meeting is adjourned.

We will now move to the informational meeting of the agenda. As a reminder, we will be following the rules of order attached to the agenda. Tim Lynott will make a brief presentation, and after his presentation, if you wish to ask questions, please enter your questions into the Q&A box located on the right-hand side of your meeting screen. I will be fielding the questions, and direct them to others on management or the board, as appropriate.

We will then kick things off with a presentation from Tim . Tim, I'll turn it over to you.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

Thanks, Jamie.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Sorry, Tim. Oh, sorry, I apologize. Okay, go ahead.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

Thanks, Jamie. Again, welcome to all of you listening in. 2021 for Keweenaw was a transformational year as we sold all of our productive surface timberland property. As a result, we are now focused 100% on our mineral business. Keweenaw has 428,789 acres of minerals under management in Michigan's historic mining regions of Upper Michigan, as well as Michigan's Lower Peninsula and Northern Wisconsin.

Currently, over 5,900 acres are under lease at the Copperwood Project, and the expected burn is about $350,000 for 2022. We are very focused on managing and reducing that burn.

This is our safe harbor, requisite safe harbor forward-looking slide. I'll give you a minute to digest that.

For the outline of the presentation today, we expect to include a brief 2021 timberland sale review and the governance items related to that, an overview of the proposed tender, as well as KLA's current and general business conditions, and what KLA looks like in 2022, followed by a brief Q&A at the end.

At the end of 2021, KLA sold all of its timberlands. The company achieved a premium valuation under tight time constraints, thanks to a combination of factors, including excellent outside advisors, particularly LandVest and Dickinson Wright, and top-quality data, which allowed for expedited due diligence. KLA closed the sale and distributed the proceeds to shareholders in less than 60 days from receiving final bids.

While it was a team effort that required input from many individuals, I would like to thank Mark Sherman, in particular, on behalf of the company and all of its shareholders. We could not have met such an aggressive timeline for this transaction completion without his leadership. Though Mark retired from a full-time role at the end of 2021, we are very pleased that he is continuing as a Director.

The RemainCo reduced its board membership from five members to three, and it is possible we will add another director in the coming months. We also reverted to a former accounting partner in Anderson, Tackman as our new auditor this year, which was ratified earlier today, in our efforts to further reduce accounting and legal costs.

Final item that was approved through the shareholder vote earlier today is the amended plan of partial liquidation, with which the company is suggesting a tender offer set up a dividend for shareholders to essentially opt in or out of a mineral-only Keweenaw company.

As discussed in the proxy materials, the company has modified its original proposal for the additional sale proceeds, which will be held in escrow until the end of the indemnification period, December of 2022. Rather than making the distribution to all shareholders, we believe it is preferable to provide shareholders two options to facilitate the ongoing rotation in the shareholder base, which we see as a natural, given the company's changing mandate now that the timber assets have been sold.

The company is proposing a modified Dutch auction tender, and the funds available would include the indemnity escrow less 35.9%. The 35.9% represents Cornwall and First Foundation not tendering their shares, which means they effectively reinvest the proceeds for distribution into the RemainCo.

For those of you who do elect to tender shares, you will have the flexibility to achieve partial or full liquidity, depending on your preference. Price range of the tender will be determined at the board's discretion based on a number of factors, including then-current market prices, volume-weighted average price following the timberland asset sale announcement, and the assessment of intrinsic value. The tender offer would commence following the release of the indemnity escrow at the end of December, and remain open for 20 days, and the board, in its discretion, could establish other terms of the tender.

The next few slides are intended to provide some context for some of the factors the board will consider setting the price for the tender. This slide shows the 200-day VWAP of Keweenaw, which puts our share price at about $17.98. We note that most of those shares traded immediately following the timberland transaction, and before the copper market has rolled over, which relates to some of the following slides.

This slide shows essentially a copper price curve reset. Each of the lines reflects the copper futures curve for a particular as of date. For example, the white line shows a spot price as of July 2021, the green line shows a spot price as of July 2022, and the orange line, the current price curve, is significantly lower, which now reflects that the entire copper price curve has shifted lower.

This slide shows our share price performance compared to benchmark copper prices as well as Highland Copper Company's share price. While the price of copper and Highland shares have declined substantially in the past few months, Keweenaw has remained well above the decline. We are pleased that our share price has shown strength through this difficult time and believe this reflects our solid foundation. However, we wanna be transparent about headwinds the company foresees in the coming months.

Our intrinsic value considerations. Copperwood's royalties drives most of this, yeah, most of the intrinsic value, and some of those factors include whether mining begins, the timing until the mining begins, discount rates used, minerals that are in the mine plan per their release, per Highland's 2018 feasibility study, minerals that are outside the mine plan, as well as mineral prices, which are principally copper and silver, and the 2%-4% sliding scale royalty that Keweenaw holds on the property. Other assets that factor in are the net present value of a Copperwood lease income prior to Copperwood being in production, our remaining 423,000 acres, as well as future capital allocation decisions.

We anticipate that the lower copper prices, as shown in the previous slides, will negatively affect the Copperwood project, which we will discuss in more detail a bit later in the presentation. Additionally, KLA is facing higher costs due to inflation like everyone else in the general economy. KLA continues to manage a number of items related to the timberland asset sale in 2021, some of which we expect to extend to the end of 2022, but not beyond. These costs are one-time legal and accounting costs, employee severance costs related to workforce reduction, and some stumpage sales for procured contracts that did not transfer with the timberland asset sale.

The major point of focus in 2022 has been to reduce costs, organize the business, and develop opportunities that KLA can execute on going forward. As mentioned at the top of the deck, Keweenaw expects a net operating burn of about $350,000 in 2022. Cost reductions, so far, include reduced board size, a new auditor selection, reducing our admin costs related to offices and insurance, and reduced legal costs. The company continues to identify potential cost reductions to further reduce that burn rate.

Cash on hand at the end of Q1 2023 will be dependent upon the results of the tender, as detailed earlier. Our capital allocation decisions are independent of operating costs, and subject to change depending on the project generation or business development opportunities. Excuse me. Our criteria for capital allocation includes limited incremental capital outlays for what we believe to be high return on investment opportunities, and at no time mortgaging the future success of Keweenaw Land. Keweenaw Land will report its semi-annual results on August 15, 2022.

Regarding some of these capital allocation decisions, one such allocation was the Sage Minerals purchase, which was completed at the end of September 2021. The acquisition increased our total mineral rights by over 29,000 acres in prospective and underexplored areas of Upper Michigan's Copper Country. Sage Minerals acquisition used tax-advantaged Section 1031 funds to make a $5 million purchase, effectively doubling our exposure underneath the Copperwood Project from 40%-80% of what's in the permitted mine plan. This also allowed Keweenaw to fill in some of its checkerboard-type ownership around the Copperwood project.

KLA also plans to continue searching for additional minerals and complementary business opportunities within our existing 429,000 acres of minerals. Some of these opportunities present themselves as project generation opportunities. As we have discussed in prior years, during 2020 and 2021, Keweenaw conducted some limited exploration and drilling activities which we have packaged for marketing related to a single and specific project area.

During 2022, these marketing efforts have begun and are ongoing in an effort to attract a partner to advance this particular project area. Our efforts have not been successful yet, as we are finding the market to be quite challenging and uncertain at the moment. The goal would be to enter into a lease option royalty type agreement for partner-paid exploration activities. During this process, with the many discussions we are having with companies, we are developing a network of companies that may be looking to explore in a safe and stable jurisdiction that is Michigan, all while building KLA's profile and reputation as a good business partner.

No drilling is currently planned for 2022. To be sure, Keweenaw has no plans of becoming a junior mining company, and is diligent and balance sheet-minded when making these capital allocation decisions. Keweenaw will continue to look for opportunities to increase and consolidate its mineral tenure in Michigan, both strategically and incrementally.

KLA's competitive advantage is our land tenure and our strategic relationships within the region. Slide 15 is a nice illustration of this checkerboard ownership which defines Keweenaw. It also illustrates the capital allocation effort that was the Sage Minerals acquisition, highlighting how we effectively filled in a fair amount of the checkerboard with the acquisition. This demonstrates what that opportunity looks like and what it could mean to KLA.

In our marketing discussions, all of the companies that we do talk to like large, contiguous mineral ownership. By Keweenaw facilitating this, we are adding value to our mineral acreage. To better highlight that, we zoomed in on the Copperwood area and showing you exactly what the checkerboard ownership looks like, and how we have consolidated it. The light blue areas are the legacy Keweenaw ownership, and the red areas are the recently acquired Sage Minerals acquisition. If you notice, there's a few cream-colored areas that are not owned or controlled by Keweenaw, but they could be opportunities in the future.

In regards to the Copperwood project. Copperwood Project has been in development since 2008. It is under a 20-year lease signed by previous management, and is an advanced -stage, construction-ready copper project, economic at about $3.50 per pound. That price is based on a May 2022 presentation that was made by the company's CEO.

An updated feasibility study was also promised during the same May 2022 presentation, which at the time was indicated to be 90% complete. The feasibility study, as previously announced, has not been released as of today. This is disappointing to Keweenaw and our shareholders, but not altogether surprising considering the track record. We have been patiently waiting since 2008 through two previous feasibility studies, one released in 2012 by Orvana and another recent, released in 2018 by Highland.

As a note, the 2018 Highland study anticipated initial production at Copperwood to be in 2021. As of now, there's no new current target date for the release of Highland's 2022 feasibility study. In the meantime, copper prices have been under downward pressure for most of 2022. As noted earlier, the price of copper today was about $3.21 a pound, which is a 12-month low.

The execution and advancement of Copperwood is not something that Keweenaw controls, unfortunately, and we plan to operate the business as if Copperwood won't be in our forecasting horizon. We wanna be supportive and positive on our efforts and relations at Copperwood. However, we need to be transparent and realistic with our shareholders as well.

We have included this copper chart, which shows the one-year copper price, and as you can clearly see, there is a significant drop off over the past three months. As I just noted, the price as of yesterday, when this chart was developed, was $3.21 a pound.

While I wanna be transparent in communicating some of the recent headwinds that have arisen, I also want to be clear that we do not believe the long-term picture has fundamentally changed. We measure our horizon in years and not months, and hope our shareholders will do the same. Upper Michigan is an excellent jurisdiction for mining, with a long and storied history, with important new chapters that have yet to be written.

While we are not in the business of making predictions about timing, we believe there will be strong demand to identify large mineral reserves, and that our acreage is a strong contender for future exploration. While we are disappointed that Highland has not realized its full potential by attracting a top-tier operator in the past 12 months, our view about its potential remains very positive. The existing resource at Copperwood is construction- ready, and if combined with White Pine, and taking into account the infrastructure and historical successful exploitation in the region, we see top-tier opportunity for a major that is likely to be recognized at some point.

In terms of factors that we do control, I have alluded to our capital allocation opportunities throughout the presentation, and also showed you how we deployed some of that capital in 2021. Keweenaw plans to continue to investigate opportunities that enhance our mineral and royalty profile, adding shareholder value. This may include other mineral opportunities regionally, filling in that checkerboard, or it may include complementary business opportunities that may add value. If anybody wants to build a mine or additional supporting infrastructure nearby, this could be helpful and of interest to Keweenaw.

At the end of the day, we plan to be proactive in finding these opportunities and participating in those discussions. The old Keweenaw was a passive mineral owner, where we plan to be an active mineral owner. Capital allocations activities that we pursue will have a high potential return on investment for the incremental capital expenditure that we put forth.

We have no aspiration of becoming a junior exploration or mine company, and we do intend to attract others to do work on our properties, building shareholder value. While the past few months have been challenging, both copper prices and in the general economy, we are agnostic on the tight timing of the Copperwood project. At the same time, we want to be able to take advantage of opportunities across our mineral tenure. As we mentioned earlier, we see the future of KLA's minerals, all of our minerals, in years and not months.

This concludes the informational presentation, and with that, I will return it to Jamie for Q&A.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay. Thanks, Tim. We will now have a brief Q&A session, and I will start by reading some of the questions that have come in prior to the meeting. A nd then, I see that there have been some additional questions as the meeting's been in progress, which I'll address afterwards. Because of time limitations, we're trying to limit each question to two minutes, and we'll see how we do.

The first question coming prior to the meeting is, what is the path forward for the new Keweenaw Land? Do we plan to become a royalty streaming company?

I guess I'd answer that by just providing a bit of context first for the assets that we own. We own a lot of acreage. Most of it is, you know, unexplored and undeveloped, with the one significant exception being the Copperwood resource, which Highland's currently working on. To the extent that Highland goes into production, if we continue to own the mineral underlying the project, we would, at that point, become a royalty streaming company.

I think that the sort of path of least resistance, the historical approach that Keweenaw has taken passively has been to wait for, you know, things like that to occur. I would say that the vast majority of historical cash flows for Keweenaw Land have come from royalties related to operating mines.

I've seen a few different numbers, but I think that, you know, one estimate was there were, you know, $50 million or more generated mostly in the mid to late nineteenth century. Then, again, towards the end of the twentieth century that in, you know, historical dollars were, you know, $50+ million and, then, you know, maybe 10 x higher than that in terms of present day. That's certainly something that we, you know, we hope will happen.

While we've, you know, been disappointed by the developments or absence of developments, you know, with Highland, I think our approach in the meantime is to be opportunistic and tactical about backfilling opportunities that are coming up just from the fact that the process has taken so much longer. One issue that we've run into is that, I think, that expectations are still, you know, to some extent set by the company and then remain amongst shareholders more and more positive.

I'm not speaking about, you know, Highland's timeline. That's, you know, impacted. I think, the, you know, in a logical way, the willingness of owners of infrastructure assets and so forth to, you know, to consider transacting and, you know, selling, either, you know, additional acreage or assets that might be necessary or useful if and when the project goes into construction and then production. We're continuing to be active in exploring for those opportunities and have, you know, looked at several in the last few months.

We'll continue to, you know, keep the shareholders apprised as we, you know, as we're successful in acquiring, you know, high ROI assets related to Copperwood and the adjacent properties with, you know, with conservative assumptions about the timing. In addition to that, we're looking to generate interest for several other areas that, you know, have historically interesting exploration or production that's covered by our acreage. This is an ongoing process that, you know, again, is to a large extent capital markets dependent.

We are, you know, managing our portfolio more actively than has been the case in the past, and at the same time need to be just, you know, shareholders need to be cognizant of the constraints that, you know, ultimately are imposed by the fact that we're not an exploration company, and we're certainly not a, you know, a mine development and an operating company. At the end of the day, those monetization opportunities will require capital investment from, you know, from other organizations. That's, you know-- So something that I believe will ebb and flow with, you know, historical cycles in the capital markets.

Okay. The next question is, how do we plan to price the tender?

I think we've explained fairly well in the proxy and again, in the presentation, you know, how we're thinking about it. I think the presentation, one of the purposes was to just, to frame or provide some context for, you know, what are changing market conditions. I would say that at a high level, the conditions are not as good as they were at the end of last year. I mean, I think that's just, you know, empirically accurate. At the same time, I think that the long-term view of the project is not fundamentally changed. I think that the, you know, the biggest factor that's sort of been affected is timing.

Obviously, that has an impact on intrinsic value depending upon, you know, what one's assumed discount rate is, that number might be higher or lower. We're going to, you know, evaluate all of these factors at the time of the tender at the end of the year. I guess I would just say at a high level, you know, our goal is to leave investors in not a very different place from where, you know, they would have been in the original scenario that we, you know, we framed out, which was just to, you know, make a pro rata dividend to all shareholders.

We're trying to come up with something that's equitable and that will, you know, ideally leave, you know, all investors in sort of the same place. And at the same time, give them the opportunity to opt in or opt out of the new RemainCo, as we're calling it, just because the business model has changed substantially and we think it's a, you know, a more elegant way to handle the proceeds that do come after the indemnification period lapses.

Okay. The next question is, how much cash will be available after the indemnity is over on December 21? I'll let Tim answer that.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

Currently it's approximately, $9 million is what we're looking at out of that $10 million. You know, I don't anticipate that number changing much between now and the end of the year.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Oh, I'm just seeing a message from, in the Q&A, that somebody's saying the audio's crashed. Could I get one of the administrators on this call just to confirm that we're still up?

Moderator

Hi, this is Christine, your producer. We're still recording. Audio is just fine. I've replied to the attendees.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay, great. Thank you. Sorry, Tim.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

No, thanks, Jamie. Just again, it's just over $9 million, approximately $9 million at this point, once the indemnity is released.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay. Next question is, w hat are we gonna do with the cash?

Well, the amount will be sort of a function of the take-up on the tender and the capital that is not spent to repurchase shares will go onto the balance sheet, and, you know, we'll hold it and look for new opportunities. If we can't find them, we'll return that capital to shareholders.

The next question is, w hy are Cornwall and First Foundation not participating in the tender?

I can field that one. That's simply because we, you know, we think that there's a very interesting asset package here, and you know, even if all of the other shareholders choose to opt, you know, out of the new common, effectively sell into the tender, we would like there to be some level of cash on the balance sheet.

As insiders, we've, you know, committed to that, and that's something that, you know, all shareholders of the company will benefit from. It's I think, you know, I think investors should look at it as a statement of our, you know, conviction about the underlying value of this asset over the long term.

Next question is, what commodities are we currently trying to mine?

I'd say that's something we, you know, we're not in a position to disclose. Historically, we've earned royalties from, you know, copper and iron ore and, you know, at the moment, we're not trying to end either, but that could change.

Next question is, how long can the company last if Copperwood does not come online in the next two years? Tim, I'll turn that very important question over to you.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

That's a very good question. That's why we're intensely focused on our burn rate and our run rate to make sure that we have all of the expenses under control. You know, we do have some money that was left on the balance sheet at the end of the year last year from the timberland transaction. It, you know, also depends on the results of the tender and what other opportunities might become available. It's a number of years that we're comfortable with, you know, but certainly not indefinitely.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Well, if I can add to that, I would say that, look, we're burning $350,000. It's more than we wanted to be burning. I think that that number is, you know, gonna go down over time, not, certainly not up, and I hope it will be quickly. So, you know, with the $3 million holdback, I mean, that's, you know, many years already. I guess I just wanna emphasize that, you know, the ownership of, you know, passive mineral interests is one where the last thing an investor wants is to be sucked out by management costs.

That would be sort of an epic failure on management's part if that were to occur. You know, I think Tim is answering the question sort of, you know, cautiously and mechanically, but I would say that, you know, the, you know, there's no scenario here in which we would be satisfied allowing the company's ownership and its mineral tenure to be jeopardized by, you know, cash flow concerns, and we would certainly be reducing overhead, you know, to the bone if necessary to make it a, you know, as passive an operation as possible.

Historically, the company has, you know, at times sold land or sold minerals in order to, you know, to pay taxes, and that's sort of the one, you know, sort of, you know, inescapable cost in some cases. You know, that's down a lot given the absence of surface ownership. In any event, I think that, you know, we do, you know, recognize a need to develop, you know, more top line, and we'll work very hard on that.

Okay. Next question is, what minerals are you exploring for, and how much more will you spend in 2022? Tim, I'll leave that to you.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

Okay. Thanks, Jamie. Again, for competitive reasons, you know, I don't think we're necessarily ready to disclose that. Again, we're not necessarily conducting any exploration in 2022. In 2020 we expended about $250,000, and that number decreased in 2021. It's gonna reduce again in 2022, quite dramatically.

It's all based on, you know, success based, as defined by positive results with high return on investment opportunities. But just, you know, the nature of the company as we stand today, that number is gonna be very minimal for 2022, if at all, as we're focused on, you know, advancing one of the projects that we have invested money in 2020 and 2021.

Again, we continue to look for opportunities, you know, which make sense to, you know, consolidate ownership, and but not necessarily conducting, you know, exploration or like in, you know, drilling or geophysics or things of that nature, which tend to be very high dollars. You know, we're focused on the mineral ownership. Very little, if at all, in 2022.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay. The last question then before we get to the current queue is, do we plan to sell the company when Copperwood goes into production?

Well, we certainly can't anticipate what the future holds given the, you know, the limited variables that we're in control of. You know, I will say that, you know, given market conditions as of a year ago or so, my understanding was that royalty companies were, you know, actively in the market for projects that, you know, didn't even have to be in production, but just that were in construction, and that they were paying, you know, substantial multiples, given that these are, you know, not permanent going concerns, but wasting assets.

You know, even to think about it in terms of multiples was a bit surprising to me. I mean, then, you know, this is just a number that I heard, so it's anecdotal, but I had heard that royalty companies were paying up to, you know, 8x sort of average cash flows for, you know, assets that had 10-year mine lives or, you know, or longer, which imputes to, you know, a pretty aggressive discount rate. I could say that that's certainly something we would be open to, but we'd really have to just evaluate that, you know, at the time that construction began.

With that, I'll move to the current que. T he first question is, what is the primary rate limiting factor at Keweenaw?

Well, I apologize. I'm not sure I understand what that question means. So I don't know if there's a way for the industry to elaborate in the Q&A section here. But I'll move on to the next one , unless Tim or anyone else has a sense for what that means.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

Why don't you move on, Jimmy?

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay. Yes, please come back with, you know, rephrasing of that, and I'll do my best. The next question is how to properly think about time horizons for the industry in which Keweenaw, and by extension, Highland Copper operates. You know, by this, you know, well, what's a heroic versus a non-heroic timeframe versus how fast or slow a project might go from concept to finished reality? From Keweenaw's vantage point, is Highland Copper tracking above or below expectations?

The first part of the question, I think that, you know, the development process is very long, and that one of the sort of most important cutoffs is when you have a proven resource and it's permitted, and the term is shovel-ready. You know, Highland has represented for some time now that it has a project that's shovel-ready. Typically, what you see at that point is an operator step in to underwrite the project and then, you know, multiple financing sources are available to, you know, to fund the construction.

Then it goes into production from there. I mean, it takes a long time to get to where Highland is today with Copperwood. Then the construction phase, in my understanding, is that is you know, typically one to two years. Tim, you can correct me if I'm wrong. I think that given the infrastructure that is in place here, maybe that period is even a bit shorter.

If Highland announced tomorrow that it was going into construction, you know, my understanding is that, you know, we might be in a position to receive royalties, you know, within, you know, within two years. Tim, can you sort of elaborate on that if that's not fully accurate?

Timothy G. Lynott
President and CEO, Keweenaw Land Association

No, that's correct. As you referenced some of the infrastructure in place, you know, Michigan has good infrastructures and that construction timeline would be anticipated to be 18-24 months-

James A. Mai
Chairman of the Board, Keweenaw Land Association

Yes.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

... for Copperwood.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Given, you know, that Copperwood is sort of, you know, a world-class deposit, you know, with well over 1% grades for copper, which I understand is increasingly, you know, rare for new projects, and it's in a jurisdiction, you know, like Michigan with lots of historical precedent for mining. There's infrastructure and there is a large adjacent project with White Pine that could be integrated. You know, I think the answer to the question is, well, this project is really far along. The sort of the second leads into the second part of the question, which is, you know, are we tracking above or below expectations?

I think it is appropriate to share our view that, you know, we're very disappointed because it's certainly tracking well below expectations. While we are not insiders, so don't have any non-public information, from our vantage point, the company has been on the cusp of, you know, raising capital and bringing in an operator to manage this world-class project for, you know, a long time now. It's really, you know, a bit of a head scratcher from our perspective. I will say that the company reconstituted its board late last year or early this year. You know, we've had high hopes.

As Tim mentioned before, you know, so far the one data point that we have visibility or, you know, absence of visibility on is the company's representation that it would be updating the feasibility study sometime in the second quarter, and that hasn't happened. We're not really, you know, clear where things stand. The one thing we have done is, you know, spoken to, you know, operators and royalty companies and folks who are, you know, in a position to underwrite projects like this. We've heard nothing that suggests that the project itself is impaired. I mean, I think perhaps the-- you know, and this is just speculation on my part.

It's possible that the breakevens have gone up due to inflation. I think that, you know, we were hopeful that something would happen, you know, while copper was above $4 because I think there's certainly a very economic project there. It's not clear to us why, you know, that hasn't happened.

You know, we'll continue to monitor it but would sort of encourage, you know, investors to ask the company questions themselves because I-- It seems to us that, you know, that there's an opportunity that's been missed over the last couple of years and while it doesn't impact our long-term view, it certainly does impact the NPV just, you know, given the timeframes involved.

Okay. Next question is, current Copperwood project deal expires in 2028. What happens in 2028 to the lease agreement going forward?

Well, my understanding is that the lease would, you know, lapse at that point and I will leave it to Tim to provide any additional color.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

Yeah, that's a fair statement. I mean, I hope we don't get that far down the path. You know, perhaps we cross that bridge if we get there.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Well, actually, I'll hold that thought for tactical reasons. Our understanding is that, you know, there is one Copperwood lease that's under contract until 2037. But again, as Tim says, I think that, you know, it's unlikely that the same owner would be, you know, continuing to manage that project or, you know, one would imagine because if copper is at an economic value, you know, from our perspective, this is a project that should happen.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

Exactly.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay. In 2022, you expect outside companies exploring on KLA land, and would you share that news? Tim.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

In 2022, we would certainly share that news. Again, this relates to, you know, the project generation activities that we've worked on in 2020 and 2021, and we're working, you know, towards those marketing efforts. The nature of the junior mining industry is they press release, you know, everything. I mean, however, you know, insignificant or significant it is. We feel, you know, if we entered into an agreement of this type, it would certainly be press released, both probably in coordination with whoever the company is that's doing the work. It would be, you know, significant for Q1 and for them, so, y es.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay. Next question is, are there other mineral assets that KLA has that can be monetized in the next year?

Well, I think it depends on what one means by monetized. I mean, to the question before, I think we hope that there will be, you know, partners coming in to put additional capital into advancing, you know, at least a couple of projects that we've identified. Typically, the monetization occurs at a later stage. These are, you know, by definition, very long lead time projects. I would say though that there are assets that, you know, KLA owns that could be valuable in the context of an actual, you know, mine operation.

One example would be the Gogebic Mine asset that we have, which is not currently active, but would be a natural tailings dam for Highland or actually other potential operators in the area as well. That would be again subject to the project going into construction. I don't wanna speculate, you know, as to, you know, when or how that might happen.

Okay. I see no further questions at this time. I'll make our accountants and legal counsel available to answer questions. Does anyone have questions for either?

Okay. Well, hearing none, I'll now ask our legal counsel, Brad Wyatt, to read the preliminary voting results.

Brad Wyatt
Member, Dickinson Wright PLLC

Thank you, Jamie. The votes have been counted. Regarding the election of directors, the inspectors report that each nominee has received a majority of the votes cast. Accordingly, James A. Mai, Eric H. Speron, and Mark A. Sherman have been elected as Directors of Keweenaw to serve one-year terms. The one-year terms will expire at our annual meeting in the year 2023, or upon the election and qualification of their successors.

Regarding the motion to ratify Anderson, Tackman & Company as our accountants for 2022, the inspectors report that a majority of the shares voted were for the ratification. The tally shows 856,099 shares voted for ratification, 29,807 shares voted against, and 19,367 shares abstained from voting. Based upon this vote, the appointment of Anderson, Tackman & Company has been ratified.

Lastly, regarding the approval of the amendment to the plan of partial liquidation, the inspectors report that a majority of the shares were for approval. The final tally shows 826,630 shares voted for approval, 78,231 shares voted against, and 408 shares abstained from voting.

James A. Mai
Chairman of the Board, Keweenaw Land Association

If there's no further business to come before the informational meeting, or after, I would accept a motion for adjournment.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

I would move that the informational portion of the meeting be adjourned.

Paula Aijala
Secretary, Keweenaw Land Association

This is Paula. I second that motion.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay. We've heard the motion to adjourn. All those in favor say aye. One of the proxies may speak on behalf of the shareholders.

Timothy G. Lynott
President and CEO, Keweenaw Land Association

This is Tim. Aye.

James A. Mai
Chairman of the Board, Keweenaw Land Association

Okay. The motion is carried, and the meeting is adjourned. Thank you, everybody, and if you have any follow-up questions, please feel free to reach out to the company, and we will, you know, engage you to the best of our abilities. Thank you again.

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