Hello, and welcome to the annual general and special meeting of shareholders of Marimaca Copper Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a Q&A session. Registered shareholders and proxy holders can submit questions or comments at any time by clicking on the Q&A tab. Please note that guests are not permitted to ask or raise questions during the meeting.
It is now my pleasure to turn today's meeting over to Hayden Locke, Chief Executive Officer of Marimaca. Hayden, the floor is yours.
Good morning, ladies and gentlemen. Welcome to the company's annual general meeting, which this year is an annual general and special meeting due to certain special items of business to be considered. With the consent of the meeting, I will act as Chairman of the meeting, and Monique Hutchins will serve as Recording Secretary for the meeting. Seeing no objections, we'll proceed on that basis. As this meeting is being held virtually via live webcast, the following rules will apply for the orderly conduct of the meeting. Questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface on the upper left section of your screen. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or duly appointed proxy holder.
Questions will generally appear shortly after they are submitted but will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Voting on all matters will be conducted by poll. I now declare the polls open on all resolutions. Registered shareholders and duly appointed proxy holders can vote immediately or at any time during the meeting. The polls will close prior to the end of the meeting. I will announce the closing of the polls a few minutes in advance to give participants the opportunity to submit their ballots. I will announce the preliminary results on the votes shortly thereafter.
If you are a registered shareholder or proxy holder and you have already voted and do not wish to change your vote, please do not vote during the ballot process. In order to expedite the formal business of the meeting in accordance with the articles of the company, no motions need to be seconded. The matters which we considered at today's meeting are receiving the company's financial statements together with the auditor's report for its fiscal year ended December 31st, 2025. Setting the number of directors at six. Electing directors for the ensuing year. Management's nominees are Giancarlo Bruno Lagomarsino, Hayden Locke, Michael Haworth, Tim Patterson, Kieran Daly, and Zenon Wozniak. The reappointment of PricewaterhouseCoopers LLP Chartered Professional Accountants as the auditors of the company for the ensuing year and authorizing the directors of the company to determine the remuneration to be paid to the auditors.
Reapproving the company's Omnibus Incentive Plan and any unallocated stock options and restricted share units issuable pursuant thereto, and transacting such other business as may be properly put before the meeting. Appointment of scrutineer. The company's registrar and transfer agent is Computershare Investor Services Inc. Bernadette Villarica is here on behalf of Computershare, and with the consent of the meeting, will act as the scrutineer of the meeting. I have received the scrutineer's report, and I direct that their formal report be annexed to the minutes of this meeting as a schedule. Notice of the meeting. The Business Corporations Act of British Columbia requires that the shareholders of the company be given at least 21 days notice of any shareholder meeting.
The notice of meeting, information circular, form of proxy, voting instruction form, and annual return card were mailed to the company shareholders of record on the 25th of May, 2026. As such, proper notice of the meeting has been given. Unless there is any objection, I will dispense with the reading of the notice of meeting. Copies of the management information circular and other meeting materials are available under the company's profile on the SEDAR+ website and on the company's website. Quorum. Article 11.3 of the articles of the company provides that a quorum for a meeting of shareholders is two shareholders who are, or who represent by proxy, shareholders entitled to vote at the meeting who hold in aggregate at least 5% of the issued and outstanding shares entitled to be voted at the meeting.
I have been advised that the quorum requirements have been satisfied, and the meeting is properly called and duly constituted for the transaction of business. Conducting voting. We will conduct the votes on matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. The poll is currently open for all resolutions and will close at the conclusion of the meeting. We will allow time for general questions to be asked at the end of the meeting. To ensure we are able to consider each resolution swiftly, I ask that any general questions as to the business or performance of the company wait until the end of the meeting. Financial statements and auditor's report.
I now place before the meeting the company's financial statements for the year ended December 31st, 2025, together with the auditor's report thereon. Copies of the financial statements are available on the company's SEDAR+ profile and on the company's website. Accordingly, I will now consider them tabled for review. Financial statements are not formally approved by the shareholders. We will now move on to the next item of business, number of directors. The next item of business is the setting of the number of directors of the company at six. I move that the company sets the number of directors at six. We will now move to the next item of business. The next item of business is the election of directors to serve until the next annual general meeting or until their successors are appointed.
Management has nominated the following individuals for election as directors of the company: Giancarlo Bruno Lagomarsino, Hayden Locke, Michael Haworth, Tim Patterson, Kieran Daly, and Zenon Wozniak. Given that the company's articles provide for advance notice provisions, and the company has not received notice of any nominations pursuant to such provisions, I declare the nominations closed. I move that the company declare the nominees elected by acclamation as directors of the company to serve until the next annual general meeting or until their successors are appointed. We will now proceed to vote on the motion. Please record your vote now. If you have already voted in advance and do not wish to change your vote, no further action is required. We will now move to the next item of business, appointment of auditor.
The company's auditor is PricewaterhouseCoopers LLP Chartered Professional Accountants. I move that the company appoint PricewaterhouseCoopers LLP as the company's auditor for the ensuing year and authorize the directors to determine the remuneration to be paid to the auditor. We will now proceed to vote on the motion. Please record your vote now. If you have already voted in advance and do not wish to change your vote, no further action is required. We will now move on to the next item of business, reapprove the Omnibus Incentive Plan. The next item of business is to reapprove the company's Omnibus Incentive Plan and any unallocated stock options and restricted share units issuable pursuant thereto.
As set out in the circular, TSX rules require that every three years after institution, all unallocated options, rights, or other entitlements under a security-based compensation arrangement that does not have a fixed maximum number of securities issuable, such as an evergreen plan, must be approved by shareholders. The company's Omnibus Incentive Plan was last approved by shareholders on May 25th, 2023. In accordance with the TSX rules, I move that the company reapproves the Omnibus Incentive Plan per the terms set forth in the notice of meeting and circular. We will now proceed to vote on the motion. Please record your vote now. If you have already voted in advance and do not wish to change your vote, no further action is required. That concludes the resolutions proposed as items of business for the meeting. Other business and announcement of results.
Is there any other business which may be properly brought before the meeting? For those of you who have not voted on all of the resolutions, please do so now as I will shortly close the poll. It is now 10:09 A.M. Pacific Time, and I will close the poll on all resolutions at 10:11 A.M. Pacific Standard Time. The polls will now close, and the votes will be tabulated. Once the votes are tabulated, I will report on the preliminary voting results. Please note the final voting results will be provided via news release, which will be posted to our company website and our company SEDAR+ profile. The votes have now been tabulated. On the number of directors, I declare the resolution carried, and the number of directors of the company is approved to be set at six.
On the election of directors, the following persons are hereby declared elected as directors for the ensuing year to serve until the next annual general meeting of shareholders or until their successors are elected or appointed. Giancarlo Bruno Lagomarsino, Hayden Locke, Michael Haworth, Tim Patterson, Kieran Daly, and Zenon Wozniak. On the resolution approving the appointment of the auditors, I declare the resolution carried, and PricewaterhouseCoopers LLP is appointed to serve as auditors of the company for the ensuing year, and the directors of the company have been authorized to fix their remuneration. On the resolution approving the Omnibus Incentive Plan, I declare the resolution carried, reapproving the Omnibus Plan and ratifying and approving any unallocated awards thereunder. I now declare the formal portion of the meeting concluded. We will now have a brief Q&A, question and answer period for interested parties. That concludes all matters for this meeting.
Thank you for your attendance.
This concludes the meeting. You may now disconnect