Aris Mining Corporation (TSX:ARIS)
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Apr 28, 2026, 1:18 PM EST
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EGM 2022

Sep 19, 2022

Operator

Ladies and gentlemen, welcome to the special meeting of shareholders of GCM Mining Corp. Please note this meeting is being recorded. I would like to introduce Mr. Robert Metcalfe, Chairman of today's meeting. Mr. Metcalfe, the floor is yours.

Robert Metcalfe
Lead Independent Director, GCM Mining Corp.

Welcome to the special meeting of shareholders of GCM Mining Corp. My name is Robert Metcalfe, and I'm the Lead Independent Director of the board of directors of the corporation. In accordance with the corporation's articles, I will be acting as Chairman of the meeting. As noted in the corporation's notice of meeting and accompanying joint management information circular, to enable greater shareholder attendance and participation, this special meeting is available via audio webcast, which allows registered shareholders to vote in real time as well as submit questions and comments to be read and addressed at the meeting. Shareholders are not able to attend the meeting in person. Questions that relate to a specific motion must indicate which motion they relate to so that they can be addressed in the appropriate time.

With me in attendance, virtually, we have Amanda Fullerton, our Vice President, Executive G eneral Counsel, and Secretary. I have appointed Amanda to act as secretary for the meeting and would now ask Amanda to provide certain details of the meeting.

Amanda Fullerton
Vice President, Executive General Counsel, and Secretary, GCM Mining Corp.

Thank you, Bob. This meeting of shareholders is called pursuant to the notice of meeting dated August 16th, 2022. Unless there is an objection, I will dispense with reading of the notice of meeting. I confirm that the notice of meeting, the accompanying joint management information circular of the corporation and Aris Gold Corporation and the form of proxy were mailed on August 22nd, 2022 to shareholders of record at the close of business on August 15th, 2022. I have tabled these documents prior to the meeting. The affidavit of mailing in connection with the mailing of these documents is also available for inspection. The chairman has appointed TSX Trust Company as scrutineer for the meeting, represented today by Christopher de Lima. The scrutineer's report has been completed and indicates that a quorum is present virtually or by proxy.

Robert Metcalfe
Lead Independent Director, GCM Mining Corp.

Notice having properly been given and a quorum being present, I declare the meeting to be regularly called and properly constituted for the transaction of business as set out in the notice of meeting. Accordingly, the meeting will now come to order, and I now declare that the polls are open. Registered shareholders and duly appointed proxy holders who have logged in as such may click on the voting icon on the left side of their screen to submit their votes. A reminder that if you have already submitted your votes previously, there is no need to vote again.

Amanda Fullerton
Vice President, Executive General Counsel, and Secretary, GCM Mining Corp.

The formal business of this meeting is to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set out in Appendix A to the joint management information circular, authorizing and approving the issuance up to 73,748,820 common shares of the corporation in connection with the proposed acquisition by the corporation of all of the outstanding common shares of Aris Gold Corporation not already owned by the corporation, including common shares of the corporation issuable upon the exercise of convertible securities of Aris Gold Corporation following the effective date of the arrangement. This is in connection with the proposed plan of arrangement of Aris Gold Corporation pursuant to Section 288 of the British Columbia Business Corporations Act involving the Corporation 1373945 B.C. Ltd.

Aris Gold Corporation to being completed in accordance with the terms and subject to the conditions of the arrangement agreement dated July 25th, 2022 between the corporation and Aris Gold Corporation, all as more particularly described in the joint management information circular. Such resolution is referred to therein and hereafter as the GCM Resolution. To pass, the GCM Resolution must be approved by an affirmative vote of a simple majority of the votes cast by shareholders present virtually or represented by proxy at this meeting. Unless there is an objection, I will dispense with the reading of the GCM Resolution aloud. I now ask for a motion that the GCM Resolution, the full text of which is set out on pages A1 and A2 of the joint management information circular, be approved.

Robert Metcalfe
Lead Independent Director, GCM Mining Corp.

I approve. I move to approve the GCM Resolution. May I have a seconder for the motion?

Christopher de Lima
Senior Relationship Manager, TSX Trust Company

Yes. I'll second the motion.

Robert Metcalfe
Lead Independent Director, GCM Mining Corp.

Thank you. Are there any questions? I will now pause for 15 seconds to allow any shareholders to finish submitting their vote. There being no questions, I declare the polls for the special meeting of the corporation closed. The scrutineer has advised that a majority of votes cast by shareholders present virtually or represented by proxy have been voted in favor of the GCM Resolution. I declare the resolution to be effective immediately. That concludes the formal business brought before the meeting as set out in the notice of meeting. Is there any other formal business that anyone present wishes to bring to the attention of the meeting? If there is no further business to be brought before the meeting, I would ask for a motion that the meeting be terminated.

Amanda Fullerton
Vice President, Executive General Counsel, and Secretary, GCM Mining Corp.

I move that the meeting now be terminated. May I have a seconder for the motion?

Christopher de Lima
Senior Relationship Manager, TSX Trust Company

Yes. I'll second the motion.

Robert Metcalfe
Lead Independent Director, GCM Mining Corp.

Okay. Is anyone opposed? I declare the motion carried, and this special meeting of shareholders of the corporation is now concluded. Thank you for your attendance. Very much appreciated. Thank you very much.

Operator

Ladies and gentlemen, as the meeting is now concluded, you may now disconnect.

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