Hello.
Hello.
Welcome to the Victoria Gold Annual General Meeting video and conference call. Please note that listeners and viewers will be muted while management provides the report. After the review, there will be an opportunity to ask questions. To register a question during the presentation, please do so in the chat function, and the question will be addressed in the Q&A section.
Note that this video call is being recorded and will be available for playback on the company's website. Note that we'll be making forward-looking statements and I encourage participants to see our disclosure documents, including our corporate presentation, AIF, and MD&A, and the cautionary notes therein, which can be found on SEDAR and the company's website. I will now turn this meeting over to John McConnell, President and CEO.
Good morning, ladies and gentlemen. I would like to welcome you to the annual general and special meeting of the shareholders of Victoria Gold Corp. This morning, we will be focusing upon the formal business aspects of the meeting. I now call the meeting to order. My name is John McConnell, and as President and CEO and a director of the Board of the Corporation, I will chair the meeting.
I will ask Marty Rendall, CFO, to act as Secretary of the meeting. The company's transfer agent, Computershare, will act as Scrutineer of the meeting. Everyone in attendance in Vancouver is required to register with the scrutineer. If you have not registered, please do so now. The notice calling this meeting was given on April 5th, 2023, and 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 31st, 2022 using notice and access. I direct that copies of the documents mailed to the shareholders of the statutory declaration proving service of notice of the meeting material on 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 the meeting will be dispensed with. I have reviewed the report of the scrutineer. There is one registered shareholder in attendance to date, and there are 83 shareholders represented by proxy, together holding 37,722,252 shares. There is a quorum present at the meeting, and as 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 30th, 2023, 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 one vote for each share held by him.
Unless a vote by ballot is either deemed appropriate or demanded on any such matter, voting today on all matters will be by 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 vote or following the vote. The minutes of the last meeting of the 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 of the meeting and advise such minutes be retained for the records of the corporation. I now place before the meeting the financial statements of the corporation for the financial year ended December 31st, 2022, together with the report of the auditor of the corporation thereon, a copy of which has been 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 December 31st, 2022? The next item of business is to determine the number of directors of the company. I will now entertain to set the number of directors of the company at seven.
Mr. Chairman, I move that the number of directors of the company be set at seven.
Mr. Chairman, I second the motion.
Thank you. Now I put the motion to the meeting. For? Contrary? I declare the motion carried and the number of directors has been determined to be seven. 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 made available to each shareholder of the corporation and are as follows: Sean Harvey, John McConnell, Steve Haggarty, Christopher Hill, Ria Fitzgerald, Kimberly Keating, and Joseph Ovsenek. I will now entertain a motion nominating these persons as directors of the corporation for the ensuing year.
Mr. Chairman, I nominate for election as directors of the corporation for the ensuing year, the seven persons whose names have been read.
Mr. Chairman, I second the motion.
Thank you. I now put the motion to the meeting. For?
Here, John. It's from there.
Are there any further nominations? If further nominations are made Hold on. Are there any further nominations? If there are no further nominations, I will now entertain a motion to close nominations.
Mr. Chairman, I move the nominations for directors of the corporation for the ensuing year be closed.
Mr. Chairman, I second the motion.
Thank you. I now put the motion to the meeting. For? Contrary? I declare the motion carried, and that Sean Harvey, John McConnell, Steve Haggarty, Christopher Hill, Ria Fitzgerald, Kimberly Keating, and Joseph Ovsenek are elected as directors of the corporation for the ensuing year.
The next item of business is the appointment of the auditor for the corporation for the ensuing year, and to authorize the directors of the corporation to fix the remuneration of such auditor. I will now entertain a motion for 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.
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.
Mr. Chairman, I second the motion.
Thank you. I now put the motion to the meeting. For? Contrary? I declare the motion carried. The next item of business is the approval of the Omnibus Incentive Plan of the company. Details with respect to the Omnibus Incentive Plan are set out in the management information circular, which was mailed to each shareholder of the corporation using notice and access.
The Omnibus Plan will replace the company's existing stock option plan. The Omnibus Plan will not exceed 9% of the company's issued and outstanding common shares. The company currently has 66,534,350 shares outstanding. I will now entertain a motion to approve the Omnibus Incentive Plan.
Mr. Chairman, I move that the Omnibus Incentive Plan of the company be approved.
Mr. Chairman, I second the motion.
Thank you. I now put the motion to the meeting. For? Contrary? I declare the motion carried. As there is no further business, with the consent of the meeting, I now declare the meeting terminated. With the business concluded, we will open for questions. Do we have any questions, Leonard?
So far not. If anyone has a question, please raise your hand and I will unmute you. Okay, John, there's no questions in the chat function and there's no hands raised, back to you.
All right. Thanks for joining us, everyone, and that concludes our meeting for today.
Thank you.