Endeavour Mining plc (TSX:EDV)
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Apr 27, 2026, 4:00 PM EST
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AGM 2021

Sep 9, 2021

Speaker 1

Ladies and gentlemen, welcome to the General Meeting of the Dunhill Mining Plc. My name is Michael Beckett. I'm Chairman of the Board of Directors and Endeavour I'll act as Chair of the meeting. This meeting is taking place as a combined physical and Foreign General Meeting in accordance with the Companies' Advocates Association. The decision to hold today's meeting by hybrid means is to ensure that all shareholders who would like to participate in the meeting can be accommodated.

Our 1st and foremost priority continues to be the health and safety of our employees, shareholders and other stakeholders. Since the measures of this meeting has been given in accordance with applicable rule and there is quorum present. I declare this meeting to be properly constituted for the transaction of business. Before we move to formal business of the meeting, we will address any questions pertaining to the business of the meeting that shareholders of my box this next half. Company Secretary, Morgan Carroll, will help me to facilitate the Q and A submitted ahead of the general meeting, we can immediately open the floor to questions from those of attendance.

Are there any questions from the floor that change the business of the meeting?

Speaker 2

Mr. Chairman, it appears there are no questions at this time from the floor.

Speaker 1

Thank you. As there are no further questions, we now move on to the formal business of this meeting of this general meeting. The business of the meeting is to vote on special resolution and all resolution set out at the most meeting at Part 3 of Shareholder's Circuit that dates the 11th August 2021. This general meeting is for the shareholders as at the voting record time as defined in that shareholder circular. Only shareholders are proxies Bissol corporate representatives of shareholders and general promoter of this general meeting.

In order for the special resolution to be approved, it requires at least 75% of the votes cast to be in favor. In order for the ordinary resolution to be approved, it requires more than 50% of those cards to be in favor. In accordance with the articles of association Endeavour, the voting on the special resolution and the Gordon River resolution will be by way of poll. Let me ask our Capital Secretary, Morgan, to explain now the poll for the work. Forward.

Speaker 2

Thank you, Mr. Chairman. On a poll, each shareholder is entitled to vote to one vote for every ordinary share they hold and represent. The poll will be administered by our registrar's Computershare. For those attending the general meeting via the electronic platform, please follow the instructions on that platform.

If you need assistance, the user guide is available on Endeavour's website at www.endevermine.com. For those physically present at the general meeting, the procedures relating to the voting by poll and by corporate representative should have already been explained to you by the registrars on your arrival. But if anyone present has any further questions or requires assistance completing the poll card, Please raise your hand and one of the registrar's attendants will be pleased to help. If you have previously completed a form of proxy for this general meeting and do not wish to change your vote, And you do not need to complete a poll count. The poll count for the special resolution and ordinary resolution put to the general meeting today will be conducted by Computershare as registrars and will be combined with the votes submitted electronically and the proxy votes already submitted.

I now hand back to the Chairman to proceed with the votes.

Speaker 1

Thank you, Morgan. Ladies and gentlemen, the notice of the general meeting, which just set out in Part 3 of the shareholder circular was made available on our website on the 11th August 2021 and dispatched to shareholders on the 11th August 2021. I propose that the notice convening this general meeting be taken with rest. The first resolution is a special resolution. The shareholder circular provides a full explanation of the special resolution and its effect on shareholders of Endeavour.

As a special resolution is sent out in full of the notice of the meeting at part 3 of the shareholder vote, so I will not read it out here. However, in summary, the special resolution authorizes the directors of the company to capitalize and amount the company's merger reserve to pay up to an issue of new deferred shares of the company. Secondly, it proves the subsequent cancellation of those new deferred shares. The second resolution is the order resolution. Again, as the order resolution is sent out in full at the notice of the meeting at part 3 of the shareholder circular, I'll walk you through to him.

However, in summary, the order of resolution includes participants been in the company's performance share plans being able to use the cash proceeds and redemption of their performance shares to subscribe for tracker shares in Endeavour Belt Corporation. Before we proceed to vote on the ordinary resolution, we must make a clerical amendment to the wording of the resolution. In the final line of the resolution, the references should be to Section B of Part 1 and not to Section B of Part 2. Full text of the amended resolution should read as follows: that the company be authorized to offer selected participants in the company's performance share plans, who redeem their performance shares for cash, the opportunity to use the cash proceeds to subscribe to tracker shares in Endeavour Bill Corporation. Initially on a one for one basis, subject to adjustments as described in the articles of association of Endeavour Gold Corporation and to issue such tracker shares in each case as described in Section B, Part 1 document of which this notice of meeting forms passed.

Are there any questions on this amendment to the early motion?

Speaker 2

There are no questions appearing in the online tax platform, Michael, at this point.

Speaker 1

Thank you. And I'll put the amendment to the resolution to a vote. I am voting all the proxies that I hold as Chair of the meeting in favor of the amendment. I can thereby declare that the amendment has been duly passed. We shall now proceed to vote on the special resolution and on the amended ordinary resolution.

I'm betting all proxies that I hold as chair of the meeting in favor of the special resolution and the amended audit resolution. I can hereby declare that each of the resolutions has been duly passed. Lez and gentlemen, this concludes the general meeting. Final voting results will be announced later today. On behalf of the Board, I thank you for attending the meeting today.

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