Victoria Gold Corp. (VITFF)
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At close: Sep 25, 2026
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AGM 2024

May 10, 2024

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Good morning, ladies and gentlemen. I would like to welcome you to the annual general meeting of the shareholders of Victoria Gold Corporation. This morning, we'll be focusing upon the formal business aspects of the meeting. I will now call the meeting to order. My name is Sean Harvey. I'm the Chairman of the Board of the corporation, and I will chair the meeting. I'll ask Marty Rendell, our CFO, to act as Secretary of the Meeting. The company's transfer agent from Computershare will act as the Scrutineer of the Meeting and is sitting beside me. Everyone in attendance in person in Vancouver is required to register with the Scrutineer. If you have not registered, please do so now. Gentleman in the room is here and is registered. The notice calling this meeting was given on March 4th, 2024. It can be found on the SEDAR+ website.

We have previously mailed the meeting materials and the financial statements of the corporation for the year ended December 31, 2023, using Notice and Access. I direct that copies of the documents mailed to the shareholders and the statutory declaration proving service of notice of the meeting materials on the shareholders of the corporation of record be kept by the secretary with the minutes of this meeting. If there is no objection, the reading of the notice of this meeting will be dispensed with. Hearing no objection, I have reviewed the report of the scrutineer. There is one registered shareholder in physical attendance today and others on the line. There are 85 shareholders represented by proxy, together holding 37,039,964 shares.

There is a quorum present at the meeting, and as the notice of the meeting has been properly given, I declare this meeting properly constituted for the transaction of business. Only shareholders of record as at March 25th, 2024, which was the record date for the meeting, or their properly appointed proxy holders are entitled to speak and vote upon matters at the meeting. Each shareholder of the corporation is entitled to vote one for each share held. Unless a vote by ballot is either deemed appropriate or demanded on any such meeting, voting today will all be by order of show of hands. Please note that each shareholder or proxy holder present in person at this meeting has the right to demand that a ballot be conducted on any resolution, either before the show of hands or following that vote.

The minutes of the last meeting of shareholders of the corporation are available for review by any shareholder. Unless a shareholder wishes such minutes to be read, I now present the minutes to this meeting and advise that such minutes will be chained with the records of the corporation. I now place before the meeting the financial statements of the corporation for the financial year ended December 31, 2023, together with the report of the auditors of the corporation thereon, the copy of which is mailed to each shareholder upon their request to the corporation. Are there any questions on the financial statements of the corporation for the financial year ended 2023? Seeing none, the next item of business is determine the number of directors of the company. I will now entertain a motion to set the number of directors of the company at eight.

Marty Rendell
CFO, Victoria Gold Corporation

Mr. Chairman, I move that the number of directors of the company be set at eight.

Joseph Ovsenek
Director, Victoria Gold Corporation

Mr. Chairman, I second.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Thank you. I now put the motion to the meeting. All those in favor? Contrary. Thank you. I declare the motion carried, and the number of directors has been determined to be eight. The next item of business is the election of directors of the corporation for the ensuing year. The nominees of management of the corporation were identified in the management information circular mailed to each shareholder of the corporation are as follows: Sean Harvey, John McConnell, Christopher Hill, Joseph Ovsenek, Ria Fitzgerald, Kimberly Keating, Steve Haggarty, and Susan Flasha. I will now entertain a motion nominating these persons as directors of the corporation for the ensuing year.

Marty Rendell
CFO, Victoria Gold Corporation

Mr. Chairman, I nominate for election as directors of the corporation for the ensuing year the eight persons whose names have been read.

Joseph Ovsenek
Director, Victoria Gold Corporation

Mr. Chairman, I second.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Are there any further nominations? If there are no further nominations, I will now entertain a motion to close the nominations.

Marty Rendell
CFO, Victoria Gold Corporation

Mr. Chairman, I move that nominations for directors of the corporation for the ensuing year be closed.

Joseph Ovsenek
Director, Victoria Gold Corporation

Mr. Chairman, I second.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Thank you. I'll now put the motion to the meeting. All in favor? Against. I declare the motion carried and that Sean Harvey, John McConnell, Christopher Hill, Joseph Ovsenek, Ria Fitzgerald, Kimberly Keating, Steve Haggarty, and Susan Flasha are elected as directors of the corporation for the ensuing year. The next item of business is the appointment of an auditor for the corporation for the ensuing year and to authorize the directors of the corporation to fix the remuneration of such auditors. I will now entertain a motion for the appointment of an auditor for the corporation for the ensuing year and to authorize the directors of the corporation to fix the remuneration of such auditor.

Marty Rendell
CFO, Victoria Gold Corporation

Mr. Chairman, I move that Ernst & Young LLP Chartered Accountants be appointed as the auditor of the corporation for the ensuing year, and that the directors of the corporation be authorized to fix the remuneration of such auditor.

Joseph Ovsenek
Director, Victoria Gold Corporation

Mr. Chairman, I second.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Okay. I now put that motion to the meeting. All in favor? Do I declare the motion carried. As there is no further business, with the consent of the meeting, I now declare the meeting terminated. For those who are on the line and for the gentleman who's present with us in the room, if you have any questions, comments, would like to ask questions our COO, our CEO, or any of the directors that are present, or management, including our VP Exploration, our CFO, and our VP Ops, Tim Fisch, then please, do they email it to you, or can they speak in?

Marty Rendell
CFO, Victoria Gold Corporation

Yeah, if you're online, you can raise your hand. Use the raise your hand button, and we can unmute you.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Well, just give everybody 60 seconds or so. Feel free, please. If there are no questions, in about a minute or so, we'll say thanks for attending. What's that?

Marty Rendell
CFO, Victoria Gold Corporation

There's a hand up.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

There's a hand up there, Mark Mitch.

Speaker 5

Yeah. Can you hear me?

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Yes.

Speaker 5

We were led to believe that there wouldn't be any questions allowed at this meeting. I know there's a lot of shareholders on some of the blogs that I follow that were pretty ticked with that. I'm a little surprised all of a sudden you guys are allowing questions. Anyway, since I have this opportunity. Yeah, you look a little surprised there, Sean. Yeah, it says right in the circular that basically we wouldn't be allowed to answer questions, just be able to listen in.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

I guess I'll respond to that by saying, we're a transparent company and the chairman of the company, and I'm sorry, I must have missed that part in the circular. You're shareholders, you have every right to ask questions, particularly at an AGM. You won't get a better chance because you have all the management and directors present. Notwithstanding what's in the circular, please feel free to ask a question. We're here on behalf of you to make money. Please feel free.

Speaker 5

Well, I'm glad you finally acknowledged that because, like I said, there's a lot of ticked shareholders, and I'm one of them. I have a fairly significant amount of shares and, when I saw the circular come out with those kind of comments, I was wondering what was going on.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Yeah.

Speaker 5

I wasn't as prepared as I would've been if I'd known I was allowed to ask questions. Some of the questions I guess I'm looking for is, first of all, there doesn't seem to be anything, at least that I'm aware of the Q1 earnings. Is that part of this meeting or?

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

No, prior to our annual general meeting, we have a two-day strategy session. All the committees meet. One of the reasons we time the AGM for precisely this day is it gives us enough time for the auditors to complete their work. One of the committee meetings yesterday was the audit committee. We have signed off on those statements. Marty, correct me if I'm wrong, they'll be going up Monday morning or Tuesday?

Marty Rendell
CFO, Victoria Gold Corporation

Monday. Financial statements, Q1 financial statements will be released on Monday. There'll be a conference call where you can again ask questions on Tuesday morning.

Speaker 5

Doesn't that seem a little odd? Every other company that I invest in, they always seem to release their earnings prior to a meeting like this, not two days after, so that shareholders can review it and ask questions that they might have around that. This seems like a very strange way of doing business and maybe you can explain that.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Well, your experience may be different than mine. I've sat on 20 company boards and some people do it before, some people do it after. The other thing is, and again, Marty, correct me if I'm wrong, I think we have till the 14th of the 15, 45 days to file financials. Some will do it before, some will do it after. We just find it more efficient to have all the meetings at the same time as the groups together. Then one of the things we're doing at those meetings is we're indoctrinating new people in terms of They're joining the board. Susan's here, so she's just joined the board. We just took care of all that at one time, and it's only administrative.

I guess it's probably better for you as a shareholder because you get an opportunity to, notwithstanding what's in the circular, certainly there's a gentleman here in person who would've asked a question, you get the opportunity to ask us any questions you want today, you have a further opportunity to read our financial statements. If you want to call in or join that call, you'll have an opportunity to talk to us today and have an opportunity to talk to us then. You're actually getting more opportunities to interact with senior management than you might have otherwise would've.

Speaker 5

Yeah. It just seems a bit odd, like I say. From what my understanding is, the shareholders are looking at this as that the earnings must be terrible because why wouldn't they be released ahead of time?

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

This is standard procedure. We just set the AGM for May this year to make it more efficient in terms of meeting and then putting out the financials.

Speaker 5

Okay. I have one more question, if you won't mind.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Of course.

Speaker 5

My next question is in relation to the compensation that was appointed this year. I noticed that, in particular, John McConnell had a increase of about CAD 600,000 in salary. I think his total benefits were somewhere in the neighborhood of around CAD 2 million. I know that's a soft spot with a lot of investors because as we all know, the performance, especially this last couple of quarters, has been lackluster to say the best. With coming in at 29,000 ounces production in Q1, was far below what I think the market and the shareholders were expecting. Given that performance over the last six to seven months, seems a little odd that the committee would appoint that kind of awards when the performance doesn't match. I have no problem with awards being granted for great performance. We're not seeing that yet.

How our share price is sitting here at CAD 7 yet with gold at CAD 2,400 an ounce just perplexes me and a lot of investors that are on the board I follow. I don't know.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Perhaps I could address your question. Unfortunately, the head of our remuneration committee had to step out because she had travel commitments. Off the top of my head, I think you may have said a number of CAD 600,000. What we did last year was we had an independent third-party review, and we identified a new and larger set of peers. We had that party come to us, and we have a Vice President of Human Resources that we didn't have before. I actually believe we do a much more thorough job in setting our comp than we would've a year or two ago. What we found out was that we were materially underpaying our senior people relative to our peers. At the end of the day, we didn't want to lose them because it's extremely difficult to find people in this market.

My recollection is that we pretty much across the board gave a 10% increase to senior management, which frankly didn't go all the way for a catch-up by any means to what their peers are getting. We felt it was enough to make sure we retained them. It wasn't what I would call a full catch-up. Like almost every mining company I've been associated with or that you'll see in our peers, there's three forms of compensation or three streams. There is a base stream, which is I think the number you referred to. The other two, which is the bulk of the compensation for Mark or John or anybody senior management, is what I would describe as at-risk.

A big percentage of what the folks get paid is based on KPIs, and that would be production, it would be obviously safety first and foremost, community social relations are all in costs. If the fellows don't perform there, they materially suffer. I think the other really important point is sometimes people come up and say, "Somebody got paid X." We have restricted share units and some options that we currently give to management that may morph into only deferred stock units, which is what we do for the directors. That is highly at-risk because if you don't see your share price go up, then a big part of their compensation has to go up. It goes down, they feel that too.

Then on the option component, of course, if the share price doesn't go up after we've granted the options, they receive nothing for that. So I think you may have just focused on the base pay number, and I can tell you it was 10%, and I can't remember off the top of my head what John was getting before, but the number's probably in the range of CAD 50,000 or CAD 60,000, not a number with six figures on it. Then the balance of the comp is very much what I would describe as at-risk and fully aligned with the shareholders and how our stock performs, because if we don't meet the KPI numbers for production, AISC and so on, then they don't get paid for that. That feeds into the share price performance and they get dinged for that.

As they should, because we need to align with you. I think we're doing everything in lockstep with our peers. We have gone to outside third parties. We do have a lot more in-house ability to analyze these things than we used to have. I guess that's the best way I can respond to your question. You can actually go into our material and see who our peers were, and I would encourage you to go and have a look at a few of theirs, and I'd be surprised if the kind of things you found would be materially different from what we're doing.

Speaker 5

That may be true, like I said, to me, it's got to be linked to performance. From what I'm seeing these last six to 12 months, something definitely lacking because, like I say, with gold prices at these prices and coming in with the earnings that we're coming in with is not acceptable.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Understood. Understood, we share your concerns, that's one of the reasons we, If you look at our board changes in the last year or two, we identified w hen we first started out, we had three very strong technical people on our board for various reasons, because they became CEOs. In one case, because the gentleman was really good and he was on so many boards, he was considered over-boarded. During COVID, it was virtually impossible to just reach out and find new directors because you're doing a Zoom call with somebody that you want to be on a board with. They can't go to site to do their own due diligence. It made it incredibly difficult to make some additions or changes to the board in that environment.

Coming out of COVID, the first thing we identified is we felt we were very weak in terms of the technical component of the board. In last year, we basically added, or the last stretch, Steve Haggarty, he's got a 30, 40-year history working in mines around the world. He's technically incredibly strong. He's been head of technical services at various companies. Sitting to my right is Susan Flasha. She's just joined the board as of today. She's a highly qualified geologist. We also brought on Kimberly Keating, who was on the Yamana board. She's on the Pan American Silver board. She has a technical background as well. It takes time. It doesn't happen overnight. We obviously brought in Tim to be our GM.

We actually think we've materially strengthened the bench strength on the board in an area where we agree we felt we were weak. I think we've addressed that, but it's mining, and from the time that you bring the people on board to address the issues, unfortunately, you can't just turn a switch and it happens overnight. We think we're making excellent progress. We will catch up, and in the next year or two, I think you'll see some material improvement in the company's performance and obviously asset and so on. I hope, and I wish that you give us a little bit of runway here because I think we've addressed any weaknesses we saw in the composition of the board, and I think you'll see the results of that in the next 12 months or so as it flows through into our operations.

Speaker 5

Yes, I'm not questioning the quality of your personnel, that's for sure. I'm quite impressed with the people you have on there. One other comment I just want to make, though, on behalf of all the, let's say, the various shareholders that I link with me on the blogs that we associate on. One of another main concerns that they have, and I have, is the lack of information being presented to the retail shareholders. By that, I mean news releases. For example, a private placement was done over a month ago. There was no press release on that. The only way we came across it was we found it in the SEDAR. I'm looking at today's news release. The latest news release I see from this company is on April 10th that pertains to the operational highlights.

You mean to tell me a company that's bringing in CAD 400 million in earnings a year doesn't have any news for us in 30 days? I find that unacceptable. The shareholders that I associate with or are in conversation with, they're all perplexed by this and how we can go for 30 days with no kinds of news at all. There's got to be lots of stuff going on around there. When shareholders are sitting in the dark and wondering what's going on and wondering why the share price can't seem to break much above CAD 7 with today's gold prices, it opens up a lot of questions.

I would like to, for one, put on the record that I would like more frequent news releases. I realize you can't make up news out of nothing, but there's material things that are going on around that company that seem to not either come out in a timely manner or they don't come out at all. To me, that's something that the board of directors has to deal with if this keeps up.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Yeah, let me address each of your questions. I suppose there were two. One was about a financing, it was about more information flow. The first one is we follow industry practice. The financing we did was a flow-through financing. In terms of the number of shares outstanding, it was immaterial. We had legal advice that it didn't need to be released. In the grand scheme of things, it wasn't material, and that was the opinion we got, and that's what a number of our peers do because we look at that. Secondly, I guess what I would say is to your point, and you said it, you want to see more releases, but you don't want to see releases for the sake of releases. As a public company, we have a continuous disclosure obligation.

Any time that we feel something is material and meets the threshold of materiality, we must put out a release. As you say, we don't put out releases for the sake of releases. You'll get your quarter releases every time we go to a Denver Gold Show or a BMO. We have an obligation, and we do. We post updated presentations on the website. I can assure you that if you pick up the phone, Mr. McConnell answers his calls. If there were more questions, he would get Mark on the line. We are transparent. If you feel you have some questions, then I would encourage you to call in. The other opportunity, of course, is every quarter. Four times a year, every time we put our quarterly results out. That's why we have these calls.

There'll be one on Tuesday. I would encourage you to call in on those. Frankly, given we're principally an operating company and we're not like a small exploration company where every time we get 10 drill holes, it can materially move the market cap of the company, so there's a constant news flow of information. We go about our business mining quarter to quarter, and that's the appropriate time to put out news releases because it's only at the end of the quarter that you know your production numbers, and it's only a number of weeks after that where you actually know the asset, which we'll be releasing tomorrow or Monday. In between that, when we acquired Brewery Creek, we put out a press release on that. We'll put them out if there's something that is material.

You said it. We don't put press releases out for the sake of putting press releases out. We're not hiding anything. It's just we only put a press release out if it's something that we believe is material and it's something that the shareholders really want to know about in order to make an informed decision whether to buy, sell, or hold their company.

Speaker 5

Yeah. As far as the contact part of that, I'd like to comment that personally, myself, I have been in contact with John McConnell more than once, and he's been good about spending some time in answering my questions. I have to say, there's another shareholder that I liaise with on a blog here. He holds a significant amount of shares, I think about 150,000 to be exact, somewhere in that range. He has commented more than once that he has called and called and called and never gets a call back, is never able to talk to anybody there. Other people on the blogs have mentioned the same thing.

It just bewilders me because I say, "Well, I call there, and generally John is pretty good about taking my call or calling me back." I don't know what's going on around there, but I don't know whether it's true. Of course, I'm not talking face-to-face with these people, but the person that I am liaising with seems to be pretty concerned with the fact that he can never seem to talk to anybody there.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

I guess it's not my place to answer that because my experience is John always picks up his calls, and you can call him, and you don't need to go through anybody else. He's here in the room, and I think John, maybe you'd speak because John's talking to shareholders all the time.

John McConnell
President and CEO, Victoria Gold Corporation

Yes. There may be a few that I do not return. If people call the office line. Sometimes I don't pick my messages up immediately if I'm traveling, but I certainly endeavor to call everybody back. If there's one individual I haven't called, then I'd love to get his name and phone number, and happy to call.

Speaker 5

Okay. Well, I will pass that along to him, because like I said.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Yeah, please do.

Speaker 5

he's pretty concerned about that, and I don't blame him. I don't have 150. I got quite a few, but I don't have 150,000. If I had 150,000 and no one wanted to talk to me, I can tell you, I think I'd be on a plane coming down there to see somebody. Anyway, I think that's all I can think of right now. I don't know whether you got any more questions coming, but I can tell you it's unfortunate the people didn't know this was going to be open, because I know there's a lot of guys who had a lot of questions. I think I covered some of the bigger ones they were after, so I appreciate your time.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Look, I appreciate your support as a shareholder. You raise a good point, when we have our next AGM, I'll make sure that language is never in our circulars again, it's probably form language that the lawyers have you put in, some of them are afraid of lawsuits or whatever. Just having these kind of candid conversations, we're not. You own the company. You're entitled to ask the questions, we'll give you the answers. If you don't like them, we'll discuss it or you can sell. The long and short is, this interaction's important. I see another hand up there, Marty.

Marty Rendell
CFO, Victoria Gold Corporation

We've got lots of other questions.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Yeah.

Marty Rendell
CFO, Victoria Gold Corporation

Let's get to them. Thanks, Mitch.

Speaker 5

Okay, thank you.

Marty Rendell
CFO, Victoria Gold Corporation

We've got some questions online that we'll go through first, and then we can answer the gentleman with his hand up. I'll read the question, and then, John, you can decide who or Sean wants to answer it. Would you consider monthly reports to level the playing field with the shorters? Shorts seem to rise right before bad news. Seems like they have inside information. Are you aware who might be shorting Victoria? This is a pretty tight float.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Well, John's much more in touch with the market than I am, so this is more appropriate for John to answer.

John McConnell
President and CEO, Victoria Gold Corporation

Yeah, we won't consider doing monthly press releases. I'm not aware of the short sellers. I know it's a problem right across the industry, and there's many other public companies that are in the same position. I know there's a movement afoot to get regulators to change the rules so it prevents it, short selling, but I'm not involved with that. Joe, you follow it closer than I do. Have you seen anything?

Joseph Ovsenek
Director, Victoria Gold Corporation

Well, yes, they're working with.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Just make sure you speak up because.

Joseph Ovsenek
Director, Victoria Gold Corporation

Oh, yeah. I've spoken with a group, Save Canadian Mining. I know a couple of the guys involved in it. What they're doing is working with the government of Ontario, Ministry of Finance, which oversees the Ontario Securities Commission, to work on rule change. They're pushing on it. They're getting what seem to be reasonable responses from the politicians, but until things change, it hasn't changed. They're pushing hard on it, and hopefully they're successful because the hedge funds with bots are just crushing the junior mining stocks.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

I think just echoing Joe's comment there, sort of the naked shorts and program trading, we see all kind of weird trades at different times and different hours, and those aren't long-term investors saying, "I'm coming in." There's so much program trading now, and it's basically derivative packages and they're looking throughout the market, and unfortunately, it's very harmful. So we are seeing more of it, and as he said, where they're trying to address it. I can absolutely assure you that it's not because they have any inkling of any news coming out of us.

Marty Rendell
CFO, Victoria Gold Corporation

Next question is, does GMT have to disclose as an insider?

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Where are they at, nine or?

Marty Rendell
CFO, Victoria Gold Corporation

They're just under 10%, so I don't believe at this point they are considered an insider.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Oh. No, they have to disclose over five, but they're not an insider. What's that mean?

Speaker 6

That's not correct. That's not correct. Is Mitch Luchak here? It was just filed on SEDAR yesterday that they now own 10.49% of the shares outstanding.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

They triggered it. Yeah, they didn't file before, but once you go through 10%, you do have to. I believe at the time of the AGM, they were under, but now they would have to file, yes.

Speaker 6

It says they acquired 338,000 shares during the month of April.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

They do have to file. If they trip 10%, yes.

Marty Rendell
CFO, Victoria Gold Corporation

All right, the next question. With the price of gold above CAD 3,000, what is the percentage of debt you expect to extinguish if we meet guidance in 2024?

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

That's you, Marty.

Marty Rendell
CFO, Victoria Gold Corporation

That's certainly a lot more detail than we've provided to the market.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Sorry, if I can just step back before Marty Rendell answers. We have to be careful on how we answer questions, because we cannot give certain forward-looking information, because then we'd be giving selective information to those at the meeting and those in the call. If it's not already disclosed in our corporate presentations, and if you can't arrive at that through looking at the current gold price, the production, and the midpoint of the asset range. I think if you go through that, you can make your own estimate of what our production cost might be. I hate to say it, you almost have to back up a little bit because we can't get too specific on it because we'll be divulging selective information. We've got to be a little careful.

Marty, I don't know what level of comfort you feel in answering the question.

Marty Rendell
CFO, Victoria Gold Corporation

I think high level, we can confirm that we have two more term debt payments of $8.3 million U.S. due in June and September this year. Those will both be paid. Any payment beyond that will go towards the revolving credit facility. But as Sean says, we're not going to get into the details of exactly how much of that is this year or into 2025.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Sorry about that. We just can't do it.

Marty Rendell
CFO, Victoria Gold Corporation

I do have a hand up from Rick. Rick, I believe you should be able to ask a question if you'd like. Perhaps we've already answered Rick's questions on the sidebar.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Robert Check is still getting.

Marty Rendell
CFO, Victoria Gold Corporation

I just want to move on to Robert.

Speaker 6

Yeah, I just have a quick question. Can everybody hear me?

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Yes.

Speaker 6

Okay, perfect. Is there any talk of having an investor relations person? I know on this blog that we were talking about, a lot of times, whether it's accurate or not, perception is reality, and a lot of the people feel like the information is not coming out to us quick enough or whether it's true or not. Any word of having an investor relations person to help with the flow of information?

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

We've talked about that internally, and it's more of a, I'll call it adding an additional title, because we brought a gentleman on board named Adam Melnyk, who does a lot of our biz dev stuff, and he interacts with a lot of the institutional investors. Obviously, John's the primary person, but Adam came out of the fund business and was an analyst and so on. He tends to interact with the institutional investors. In terms of the flow to retail investors, it really is, as I said, John's in Toronto a lot. He's obviously up in the Yukon a lot. He's at all the mining shows in Vancouver and that. There's lots of opportunities to interact on a one-on-one basis with him, and then every quarterly on the calls.

Yeah, Adam Melnyk is already doing some of that, and it's a good question. One of the things we're discussing is his title is business development. He's already doing it in some respects, having him as Vice President Business Development and Investor Relations. He can free up some of John McConnell's time. When you call in, for instance, the comment was John McConnell didn't get back to a gentleman. If we had Adam Melnyk also formally responsible for doing that, if John McConnell was busy, you'd have two points of contact. In terms of making it easier for you to call in and have a discussion, your suggestion's very good, and we actually talked about it during our two-day meeting.

Speaker 6

Perfect. Thank you.

Marty Rendell
CFO, Victoria Gold Corporation

Got another question in the text regarding Raven results. Any update on Raven results?

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

So

Marty Rendell
CFO, Victoria Gold Corporation

That's the question. When are they coming out?

John McConnell
President and CEO, Victoria Gold Corporation

Yeah. We have not released any new results on Raven. We are still formulating a program for this year. Nothing's been approved yet. I don't expect that we'll be providing an update until after the exploration season this year.

Marty Rendell
CFO, Victoria Gold Corporation

Any other questions? We've got Rick still. You should be able to chat if you've got a question, Rick.

John McConnell
President and CEO, Victoria Gold Corporation

Does it say that too?

Marty Rendell
CFO, Victoria Gold Corporation

I'm not hearing anything from Rick, so we do have another question from Mitch, if you want to go ahead, Mitch.

Speaker 5

Yeah, I just want to make a comment on that last remark there, John. What I find perplexing is that at the last meeting, you mentioned that you expected Raven results out in March or April. At the meeting prior to that, you mentioned they were coming in the spring. Now you're telling us that it sounds like what? They're coming out maybe in the fall. This seems to be quite a concern with investors because they're going, "What the heck is going on here? Is there some kind of secret here or what's the problem?" I guess it doesn't add to your credibility. I realize maybe you can't give a specific date, but holy smokes. We're talking twice now, and this thing keeps moving. It's like a moving target. What is the hold-up with that report coming out?

I'm sure it's a big and lengthy report and a lot of work, but holy smokes, it's been going on for quite a few months already.

John McConnell
President and CEO, Victoria Gold Corporation

Well, it's not really something that's holding us back. It's just we do not feel we yet have enough information to release something that is a material update on Raven.

Speaker 5

Okay. How did that change from the last meeting, like I said, it sounded like you were pretty certain something was going to be out by March or April? I know a lot of the shareholders that I follow in the blog, they were all waiting for that report to come out, and they keep commenting about it, and they keep saying, "What's up with this guy? Why is he?" I guess they look at it as like you're almost lying to them. It doesn't really lend to your credibility when this kind of stuff happens. I'm not arguing your credibility. I'm just saying what it's perceived as. I guess maybe you can explain why this has taken so long, because it just seems to perplex a lot of people.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Maybe I can jump in a little bit here. One of the things that's taken place in the last period of time is we acquired the Brewery Creek asset. Before, we were just looking at our current land package and obviously doing work at Raven and Nugget. We only have a limited amount of money. One of the questions is in terms of just priorities, how fast are we going to move toward going down the track on Raven and Nugget? What's the bang for the buck? Now we have Brewery Creek, which that one is we're in the permitting process there. It's a long process, mind you, but there's doing that needs to be done there. We've got an extension of the Eagle pit, which is probably what I would call low-hanging fruit.

While Raven and Nugget are attractive, we have a limited budget. You've seen our share price. We're not going to issue equity to speed up the process. We've got near mine targets in other things, particularly what we're now calling Near Eagle. We've got Gold Dome. We actually have more things in our portfolio now. It's not just a question of let's throw it all at Raven and Nugget. It's in part trying to figure out, well, we can just put a release and say we have X, but you're going to say, "Well, what are you doing about it? How much are you going to spend on it?" Well, we couldn't come out with that until we've had a sit down and think about what all the targets are. Where's the best bang for the buck with our shareholders?

If we spend another CAD 5 million on Raven and Nugget, and it's years and years and years away from being a mine, is that going to move the buck or should we maybe down tools in that and spend a bunch more near mine now because the market's paying more for near mine exploration because that they can envision coming into cash flow because it's adjacent to the mine. I think a lot of it has to do with having additional properties and having to sit back and saying, "Okay, where are we going to get the most bang for our buck?" We had a pretty lengthy presentation on all the different targets we had yesterday because I said this is a full two-day session. That was just a big dump to the board and our technical committee.

Now we're going to go away and the other thing is we've just got Susan Flasha on the board. We've got a lot more firepower on the board in terms of geology. What we may have viewed before may not be appropriate now that we've added some bench strength on the board. It's a work in progress. We're looking at a lot of other things, too, and we're trying to prioritize where the best way to spend money is. That's what's changed. Additional properties and just wanting to make sure that when we spend exploration dollars, it's not something that may create real value 10 or 15 years down the road, but can move the dial in a quicker fashion.

Sometimes you have something you think is interesting, but it's a question of is it interesting or is it going to move the dial on the share price? I think that's how we're modifying the exploration burn, but we haven't exactly landed on an allocation between properties.

Speaker 5

Okay. Thank you. That's the kind of answer we're looking for. Thank you.

Marty Rendell
CFO, Victoria Gold Corporation

A question through the text. Is debt the highest priority with upcoming free cash flow? The quick answer to that is yes. We also have another raised hand from Robert Check again. You can go ahead, Robert.

Speaker 6

Perfect. I know back in August or September, I believe it was 2022, we had production that was, I think it was over CAD 20,000 a month. Release was done monthly for those two months about the production. I think the shareholders would appreciate, even if it's not great production, if it was coming out monthly, it would feel to us like it wouldn't be such a shock to the market. I feel like that would restore a little bit of the credibility that I think is part of the issue with the retail shareholders. Thanks.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

I'm happy to address that. The reason that companies don't put out monthly production guidance, and the reason some companies, including one in Australia that I was chairman of, we stopped giving quarterly guidance, and we were doing semi-annual guidance. One of the reasons is that let's say you have a mine plan, and you're going to go to different parts of the ore body, and maybe you have a weather event. Even though over two quarters or two months, you're going to end up with exactly the same amount of material. That because of an exogenous variable, you end up mining here first, and if we told you were going to produce X, and you go, "Oh my God, you've only produced two-thirds of X," your share price gets pounded.

Then the next month when you reverse it and you go to the place that you were going to have the higher production, the market goes, "Whatever." It tends to be. The market tends to react on short-term stuff to the bad news and not go back up much on the good news. Frankly, a month is too short of a time. We don't go through every single planned shutdown or repair or schedule in great minutia. We tell the market we're mining year-round now. We used to have a very long shutdown in January, in the coldest days of weather. We've spaced that out a bit. For instance, you may think we're going to produce, pick a number, 20,000 ounces in June. Then July, and then we say, "You know what? We've now got some contracts available.

We're going to do a 10-day shutdown in June. We can't be on the phone telling everybody about the shutdown and every little minutia, only you're going to say, "Holy smoke, the production was terrible." If you release to the market, it's too volatile, it's too hard to explain, and frankly, it takes up too much management time, and it exposes companies to monthly losses. You can't do it, none of our peers do it. You cannot do that as a mining company, and particularly as a single asset mining company. If you have four or five mines, you have a material smoothing effect by your portfolio. It's a lot easier to frankly make perfect guidance, but be above on one and below on the other.

In the fullness of time, we hope that Victoria Gold is in that position as being a multi-mine producer or part of something larger. You just can't do it, I'm not sure, of a timeframe in a single asset company.

Yeah.

Marty Rendell
CFO, Victoria Gold Corporation

We've got a question in the room here. Please go ahead.

Speaker 6

Russell Curry is my name. Guess it's to do with operations. We haven't really had much of an update of operations. I think it depends on money, but can you tell us how the stacking and grade pressure are they overlooking, how that's all working at the present time? I have one more question.

John McConnell
President and CEO, Victoria Gold Corporation

I can give you information that will be rolled out in financials in our press release on Monday. We did put out a press release at the end of Q1.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Can you speak up?

John McConnell
President and CEO, Victoria Gold Corporation

We did put out a press release at the end of Q1, which addressed our production in Q1 and of the financial results on Monday afternoon. The next production update will be shortly after the end of Q2.

Speaker 6

I guess analysts refer to this as color. Analysts ask questions, and quarterly meetings and sometimes at annual meetings. I agree that having a quarterly before the annual meeting gives analysts the opportunity to ask questions. Looking at the most recent presentation just published in the last few days, both Brewery and Raven committed to development assets outside exploration, which tends to me that we're moving now towards considering mine, considering permitting, as Patrick pointed out, permitting in Yukon is a multiyear endeavor. Brewery Creek was acquired partially as a result of the permitting going to take two or three years longer than the previous operators had anticipated. Can you give us a quick synopsis of which of those two properties, Brewery or Raven, is forthcoming on development? What you mean by moving it from exploration to development?

John McConnell
President and CEO, Victoria Gold Corporation

I guess the way I'd characterize it is once you have a resource on a property, then it's a development asset. That's how personally I differentiate that.

Speaker 6

Raven got the resource, what, 18 months ago?

John McConnell
President and CEO, Victoria Gold Corporation

The other part of your question, certainly Brewery Creek is far more advanced than Raven. There is actually reserves there and doing some more work there this summer. We would expect to get back into the permitting process this year.

Speaker 6

That's excellent news. One final thing from an operating standpoint, AISC is higher than other developing mines are currently reporting. How can we look at, for example, is there an opportunity to convert diesel to LNG or other fuel sources? Is there a way of reducing our overall operating costs?

John McConnell
President and CEO, Victoria Gold Corporation

Yes, there is. A lot of our costs are essentially fixed. We have a high percentage of fixed costs. The best thing we can do to reduce AISC is produce more gold.

Speaker 6

Okay. Thank you very much. That's it.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Thanks for your questions. I do apologize. I have a plane to catch, surely you can feel free to ask questions of others, but are there any more questions of folks on the line?

Marty Rendell
CFO, Victoria Gold Corporation

Looks like that's it, Sean.

Sean Harvey
Chairman of the Board, Victoria Gold Corporation

Thanks, everyone. Look, I really appreciate everyone dialing in. Frankly, I wish there were more people. We know it's not possible for people to come to annual general meetings, so I think the format of having people here in person and people online is great because the old days, if you didn't make the effort to get to the meeting, you never heard about it. In speaking about transparency, I think there weren't very many good things about COVID, frankly, but one of them was the ability and the acceptance now of what I'll call dual format meeting. We went just online for various reasons during COVID. Some companies are still only just doing online, well, it was in the paper, they're criticized.

Barrick was just given a bit of a criticism for that the other day, being such a big company and not having a physical AGM. We've chosen to do both, and once again, I would apologize for the-- and I missed it, for the statement in the material that we wouldn't answer questions. That won't appear next year. Thanks again, everyone. I appreciate it.