Ladies and gentlemen, welcome to the annual and special meeting of shareholders of Wallbridge Mining Company Limited. Please note that the meeting is being recorded. I would like to introduce Janet Wilkinson, Chair of today's meeting. Ms. Wilkinson, the floor is yours.
Good afternoon. It's now 4:30 P.M. My name is Janet Wilkinson. I am Chair of the Board of Directors, and I will chair today's meeting. On behalf of the board and the officers of the company, I welcome you to Wallbridge's Annual and Special Meeting of Shareholders. Before we begin the formal business of the meeting, I'd like to take a moment and recognize Anthony Makuch, who resigned as a director and chair of the company on April 10th of this year, to allow him to focus on new business ventures. Tony was instrumental in helping to advance the company and its projects since joining the board in 2019, and on behalf of my fellow directors, the management, and shareholders, I'd like to thank Tony for his contributions and wish him well in his future endeavors.
I'm advised that the requisite number of shareholders for a quorum is present, and we have the preliminary scrutineer's report, which indicates that a majority of shareholders have voted in favor of each of the resolutions. The final scrutineer's report will be annexed to the minutes of this meeting. Please note that our remarks and responses to questions today may include our expectations, future plans, and intentions that may constitute forward-looking statements. We would refer you to our most recently filed Annual Management's Discussion and Analysis and Annual Information Form, which includes a summary of the material assumptions as well as certain material risks and factors that could affect our future performance and our ability to deliver on these forward-looking statements. As this meeting is being held online via live webcast, it is appropriate to set a few rules for participants for the orderly conduct of this meeting.
Attendees can submit questions using the Ask a Question button provided on the online interface. Only those questions that pertain to the business of the meeting will be addressed, and questions will be addressed following management's presentation. For the purpose of today's meeting, voting will be conducted by online ballot. With respect to voting, only duly appointed proxy holders and registered shareholders attending this meeting virtually who have not voted or who have previously returned a proxy and now wish to change their instructions and vote differently need to complete an online ballot. Registered shareholders and duly appointed proxy holders who have logged into the TSX Trust web platform with their control numbers and who have not voted and wish to vote during the meeting may vote live throughout the meeting until the voting is closed.
If you are a registered shareholder and have already voted by proxy prior to the proxy cutoff time and do not wish to revoke your previous vote, do not vote again when the ballot appears on your screen. By voting again, you will be revoking your previous vote. I would now like to call the meeting to order and appoint Sean Stokes to act as secretary of the meeting and Lori Winchester of TSX Trust Company to act as scrutineer of the meeting. As a reminder, only registered shareholders who held shares in their name as of April 25th, 2025, the record date of this meeting, or their validly appointed proxy holders, are entitled to vote during the meeting. We will now commence with the formal business of the meeting as described in the Management Information Circular dated April 30th, 2025, which accompanied the notice of meeting.
The notice calling this meeting, the Management Information Circular, and the form of proxy relating to this meeting were mailed to shareholders in accordance with the Business Corporations Act of Ontario and National Instrument 54-101, Communication with Beneficial Owners of Securities of the Reporting Issuer, and the company has received a statutory declaration from TSX Trust Company. I will append the statutory declaration to the minutes of this meeting. May I have a motion to dispense with the reading of the notice of this meeting?
I move that the reading of the notice of meeting be dispensed with.
Will someone please second the motion?
I second the motion.
I declare the motion carried. The next item concerns approval of the minutes of the last meeting of shareholders, which was held on June 26th, 2024. I would welcome a motion that those minutes be taken as read and approved.
I move that the minutes of the previous meeting of shareholders held on June 26th, 2024, be taken as read and approved.
Will someone please second the motion?
I second the motion.
I declare the motion carried. The next item of business is the receipt of the audited financial statements of the company for its financial year ended December 31st, 2024, and the report of the auditors on such financial statements. The audited financial statements of the company for its financial year ended December 31st, 2024, and the report of the auditors on such financial statements are hereby received. These financial statements are available for review on Wallbridge's profile at sedarplus.ca. We will conduct the votes on the 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. I now instruct the scrutineer to open the polls.
This will allow you to choose to vote on each resolution immediately or wait until conclusion of discussion on all the resolutions prior to casting your vote. We will run through each of the items on the agenda in turn. Once discussion on all items of business has concluded, I will give you time to enter your votes and then declare voting closed on all resolutions. The results of the meeting will be publicly released and will be available on our website. The next item of business is setting the number of directors at six. May I have a motion?
I move that the number of directors of the corporation be set at six.
Will someone second the motion?
I second the motion.
The next item of business is the election of directors. I declare the meeting open for nomination of directors.
I move to nominate each of the following persons to be elected as a director of the company to hold office until the next annual meeting or until his or her successor is otherwise elected or appointed: Janet Wilkinson, Brian Penny, Jeffery Snow, Danielle Giovenazzo, Brian Christie, and Michael Pesner.
As the company has not received advance notice in accordance with the company's advance notice bylaw of any other nominations, I declare nominations closed. May I have a motion directing the secretary to cast a single ballot for the election of each of those nominated?
I move that the secretary of this meeting, Sean Stokes , hereby authorize and direct him to cast a single ballot for the election of each of the six directors nominated.
Will someone please second the motion?
I second the motion.
I declare that those persons nominated to serve as directors until the next annual meeting of shareholders will be duly elected upon completion of the formal business of this meeting. The next item of business is the appointment of auditors. KPMG LLP, the current auditor of the company, is proposed as auditor of the company to hold office until the next annual meeting of shareholders. May I have a motion?
I move that KPMG LLP be appointed auditor of the company until the close of the next annual meeting of shareholders and that the directors be authorized to fix the auditor's remuneration.
Will someone please second the motion?
I second the motion.
The next item of business is to consider and, if thought advisable, ratify and approve the Omnibus Long-Term Incentive Plan, the LTIP, as more particularly described in the company's Management Information Circular. May I have a motion?
I move the following: be resolved that the adoption of the LTIP as described in the management information circular dated April 30, 2025, is hereby approved, ratified, and confirmed. The maximum number of common shares which may be issued under the LTIP and all other share compensation arrangements as defined in the LTIP of the company should not exceed 10% of the total number of common shares issued and outstanding from time to time on a non-dilutive basis or other such number as may be approved by the TSX and the shareholders of the company from time to time. All unallocated options rights and entitlements under the LTIP be hereby authorized and approved.
The company has the ability to grant and continue granting restricted share units, preferred share units, and stock options under the LTIP until June 12, 2028, meaning the date that is three years from the date of convening shareholders or company at which shareholder approval was being sought.
Any director or officer of the company be and such director or officer of the company hereby is authorized and empowered acting for, in the name of, and on behalf of the company, to execute or cause to be executed under the seal of the company or otherwise and to deliver or cause to be delivered all such other documents and instruments and to do or to cause to be done all such other acts and things as in the opinion of such director or officer of the company may be necessary or desirable in order to fulfill the intent of the foregoing resolution. I second the motion.
Please cast your votes. For those of you who have not yet voted on any of the resolutions, please do so now as I will shortly close the poll on all matters. I now instruct the scrutineer to close the polls. Based on the preliminary scrutineer's report received, I can confirm that the number of shares deposited with management prior to the meeting in favor of each of the resolutions is sufficient to declare all the resolutions carried. This concludes the business of the meeting. May I have a motion for termination?
I move that the meeting be terminated.
Will someone please second the motion?
I second the motion.
The meeting is terminated. Thank you for your attendance today. I'll now turn the microphone over to Brian Penny, our CEO, who will review activities, progress, and plans in 2025 and beyond. Brian?
Thank you. I'll give a quick presentation on the affairs of the corporation. As Janet said earlier, there are certain forward-looking information in this material, and the slides two and three are the cautionary notes. If we can move to slide 4. As most of you are aware, we're focused on exploring the northern Abitibi. Our properties are Fenelon and Martiniere. Fenelon, we recently completed a revised PEA in March of this year. Very current new resource estimate. There's about three and a half million ounces of total resources on that property. Martiniere, again, a new resource estimate was completed in March of this year at about three quarters of a million ounces in resources for Martiniere. The properties are on strike with the Detour Lake Mine. Detour Lake is Canada's largest gold mine.
It's on the other side of the Ontario border, and the two properties are about 30 km apart. Next slide, please. Our total property position is 830 sq km. Everything in blue, we own 100% of, which includes the two properties that hold the resources. The gray part called Casault, we have entered into an earn-in agreement with Midland, and we have about CAD 1.25 million to spend by the end of 2026 to vest at 50%. And on Detour East, which is the furthest one to the left-hand side, goes right to the Ontario border. Agnico goes running into it, and they have to spend about CAD 2.5 million by the end of this year to vest at 50%. Next slide, please. Our capitalization as of today, we have 1.1 billion shares outstanding.
For any newcomers that may be on the call, Wallbridge has been around for about 25 years now. It started off as a base metal explorer in the Sudbury Basin. All those assets have been sold. We're totally focused on one property, as the last slide indicated, and totally focused on gold. So there's a lot of history behind this. We are covered by two analysts on Bay Street, and we have three significant shareholders. Eric Sprott owns 15% of the company. Agnico Eagle owns 9.9%. And Agnico Eagle has been participating in all the financing since Kirkland Lake first invested in this company to maintain a pro-rata interest at 9.9%. And William Day Construction is a large construction firm in the Sudbury Basin. They've been a shareholder for over a decade, and they own about 5%. The balance is held by retail, small, unidentified institutional.
So there's a lot of names in that 69%. Next slide, please. Our team, my background is I'm the CEO. I was appointed the CEO a little less than two years ago when Marz retired. My background is I was the first CFO of Kinross from 1993- 2004. After that, I left, ran into a good friend of mine, Randall Oliphant. We took control of a company called Western Goldfields. Western Goldfields owned a Mesquite Mine in California. It was stuck. It had about to default on a loan. So we raised money to pay off the loan, get the mine in order, raise the equity, expand the leach pad, and put it into commercial production. And then a few years later, merged it to New Gold, which I ran as CFO of New Gold for about 11 years as well.
So I've seen little projects. I've seen big projects. And I brought Mark Petersen along when Attila Péntek left as our VPX last February. Mark and I worked together at New Gold for 11 years. Mark is an experienced economic geologist, and it's a pleasure to have him as part of our team. He gets it, and he's a great mentor for our younger team. Mary Montgomery has been with us for about 17 years. She's our CFO. And Tania, who you can't see in this room, but she's in with us as our IR person, and Sean Stokes, secretary. Next slide, please. Focused on ESG, we have three First Nations partners, two from the Cree communities of Mistissini and Waswanipi, one from the Algonquin community of Abitibiwinni. We have Cree development agreements with our two Cree partners, and we're working one with the Algonquin partner Abitibiwinni.
We support local businesses wherever possible. We buy as much locally. About 25% of our workforce is sourced from our local First Nations communities. We're running as if we have three Cree development agreements in place, even though we only have two. And the other one will be put together later today, focused on employee health and safety, doing things right, and focused on transparency. Next slide, please. A little bit of a history on. I won't go back and go through a 25-year history of the company because, first of all, I haven't been here that long, so it'd be tough for me to do, but the discovery of Area 51 was in the first quarter of 2019. The reason why it's called Area 51 is because it was the 51st hole drilled into the Fenelon property, and we also identified the Tabasco Cayenne in the context.
We liked what we saw so much because originally, we owned a 10 and a half sq km position in the middle of the property map we saw a little while ago. So we bought through a capital markets transaction Balmoral Resources, which is where most of the property came from. In 2022, we de-desked the nickel assets. So all we have is 820 sq km of contiguous land, which holds the Fenelon and Martiniere projects. Fenelon, we recently completed a PEA, and both Fenelon and Martiniere in March had new resource estimates. Next page, please. So we'll get into a little bit of the details behind the Fenelon preliminary economic assessment results. Next page, please. So summary, our price that we used to put together the study was $2,200. That was analyst consensus in February of this year when we went heads down on the pricing.
So focusing on raising the cut-off rate, focusing on mining the highest margin ounces, focusing on reducing the initial capital, just looking at de-risking it. De-risking it in other ways too is, in Canada, a 5,000-ton-a-day threshold. Anything above it, you have to permit both provincially and federally. Anything below it is just provincially, so looking at a path forward that has the most efficient way of permitting was where we landed. We're going to have dry stack tailings in this plan. Dry stack tailings are, being that we're located in the Hudson Bay Lowlands. There's an unconsolidated fill around our operations. It's the best way to run your tailings program in the long term, and it will help with our First Nations relations. It will help with our permitting, and then we're going to backfill all the waste rock underground.
At the end of the mine life, there'll be no waste pebbles on the surface. They'll all be back underground. So looking at that at a $2,200 gold price, good annual cash flow, decent production, an NPV, which is about 1.22 times our initial capital. So positive way to look at it. And an after-tax internal rate of return of 21%. And that's at $2,200 gold, which is $1,200 below today's spot prices. Next slide, please. So being that the properties are contiguous, we have one resource statement. It all sits in the same technical report. But the Fenelon stuff up top is what we're focused on in this study. And the good news about this study is that the mine plan picks up the PEA mine plan a little bit somewhere between 50%-60% of the overall resource.
There's lots of room to expand in the future. We're focusing again on the highest margin ounces to get the quickest payback, and then we can always expand it in the future. Next slide, please. Again, the PEA, we went to first principles. You can see there's a label up top, open pit. That's the underground infrastructure that was left on the bulk sample completed in 2018 and 2019. We will build off of that. That ramp goes down 120 m, and the bottom of the ore body is somewhere between 800 and 1,000 m. The last time we did a study was based on 7,000 tons a day, including shaft sinking, taking that risk off the table. We're just going to focus on the ramp, extending the ramp, mining it as efficiently as we can. It's all long hole or transverse mining.
We went through Broca's component parts, did trade-off studies, integrated the existing infrastructure, and it was all based on the first quarter of this year cost. So this analysis is very, very current. Next slide, please. So looking at it, the big picture, two years to build it. During the building phase, we will start extending the ramp. There will be some ore that will be mined as part of the extension of the ramp. That will be stockpiled on surface to use to start to feed the mill. So we will have a stockpile of a few months by the time we get commercial production. First 15 years is underground by the ramp. And then we ramp down in year 15 and 16. We take some of the production out of the existing ramp, but there's an open pit potential around where the portal is.
Normally, you would do that at the beginning of the mine because it's right there and less development. But because it surrounds the existing infrastructure, if we were to take it out early, we could jeopardize that and have to start a whole new ramp on surface. So again, focusing on the risks to get us there. Next slide, please. This is a great opportunity we have. The blue line going left to right at the bottom is the James Bay Hydroelectric Line that runs to Southern Quebec. The blue line heading up the middle of it to our operations site is the line we would have to build to electrify this. The study is based on the whole operation being long hole, long hole, LHG equipment. This power line in the study represents CAD 29 million of expenditures. The price here is CAD 0.055 per kilowatt power.
That's today's prices. Obviously, when we start up, it'll be something different than that, but cheap, reliable green power. As we go forward and as we have notified Nord-du-Québec, we've had discussions with them. They won't approve anything until we have a completed feasibility study. Sometime in the future, we need to keep in contact. We need to work with them. We need to work with our Cree partners and our Algonquin partners to advance this project as well on the power line. The thing that we want to focus on once this is secured is how do we electrify as much of that underground operation as possible. It helps with financing. Lower carbon footprint, much more manageable on the financing side. Next slide, please. This is the layout of the surface as well as the campsite.
Surface, we've talked about a little bit, but dry stack tailings are there. Really managing it, it's quite condensed. The campsite, which is about 10 and a half kilometers away, will need to be expanded. All the white boxes there are new bunk houses and buildings that are required as part of this expansion. The camp expansion, I believe, is about CAD 12 million. Next slide, please. The metallurgy hasn't changed from the last time we looked at it, other than the pressure will be on surface because we're going to haul material up the ramp. Same recovery, same met testing, no additional met testing. We will continue to do further met testing as we complete the infill drilling program, just in case something changes there. We're quite confident with this. Simple flow sheet, gravity, CIL, and not much more to say here. Next slide, please.
Here's the breakdown of the initial capital expenditures. So you can see the various cost components that break it up. And then the sustaining capital expenditures after that. Again, it was built from ground zero up. Attractive cash costs, attractive all-in sustaining costs. There is a 4% royalty on the Fenelon resources as we know it today. 2% belongs to Gold Royalty, 1% to Franco-Nevada, and 1% to Eric Sprott. And these are all royalties that were put in place in the 1980s and 1990s and that have just changed hands over the years. And they're in good hands right now. Next slide. What really attracts us is looking at focusing on the highest margin ounces is you have first five years. The life of mine averages 107,000 ounces a year. First five years is 127.
So what it does for us is at $2,200 gold price, the payback is four years. You've got a 16-year mine life. So you look at the put-together project financing, lenders look for long tails. It's a very long tail. So if there's something that we have to manage our way through, there's lots of time for lenders to get paid back if there's a challenge or two. So again, focus on not trying to mine every ounce in this thing because we know at some point in time this will be expanded, but focusing on the highest quality we can get and hopefully come up with the quickest path to commercial production. Next slide, please. This is a picture of our annual cash flows year by year. First two years is obviously construction, and after that, it averages about CAD 120 million per year.
Again, that's at $2,200 gold US. Next slide, please. Now, this is the money slide, the sensitivity analysis. When we put this together, we sensitized it up to $3,000 and down to $1,800. But you can see that at $3,000 gold, which is $400 per ounce less than what we are today, the NPV is $1.4 billion, 34% IRR, and a payback of two years. Our prime directive right now is to focus on figuring out how much infill drilling we need to do to take it to a pre-feasibility. We need to figure out how many additional studies we need to do, whether it's engineering or others, to take it to a pre-feasibility. How much time we need to do this?
Do we need to do all of the infill drilling on the whole resource upfront or do it over years to try and work the most efficient way to manage any potential dilution to our shareholders? So those are the things we're really excited about and we're working on. Next slide, please. We're not shy to compare it to the 2023 study. Last time, the cut-off rate was one and a half grams. This time, it's about two and a half grams. What it does is it takes the potential mill feed grade from 2.73 to 3.34 ounces. Not bad. Yes, there's less ounces and yes, less annual production. But from a risk standpoint, it's the best way to go with this project as we know it today. Next slide, please. The team that worked on the study, Mauro Bassotti, M.B. Consulting.
Mauro was the resource and reserve guy at New Gold when I was there. Actually, he was there for two or three years while I was there. And Mark was there basically my entire time I was with New Gold. Maxwell was the lead QP. They did the underground mining work and scheduling and hydrology and dewatering. G Mining looked at the metallurgy, the processing plant, those cost estimates. BBA focused on infrastructure and tailings management and other things. And then I'm a CPA by trade. I'm not an engineer. I'm not a geologist, but I've been in this business for 40 years. I brought in a group out of something called Mayhew Performance. They were kind of like our third-party review as the numbers came together.
Mike Mayhew, which I've known for some time, and Pierre Rocque, which Pierre is now out of the room because he is now the COO of Discovery Silver, but at that time was before Discovery Silver, looked at things and helped us make sure that we were reasonable. Mike has an incredible database of operating costs throughout the activity that we build it from zero basis. We come up, we seem to be a bit light. We go back and look at it. So it was well put together and well thought out. Next slide, please. With Fenelon, we've got a discrete opportunity here. We've got a great NPV and IR, particularly at $3,000 gold. We keep de-risking. We've been doing baseline studies for environmental and alternative permitting for years now, probably five or six years. We're in the best jurisdiction in the world being Quebec.
Quebec has a refundable tax credit regime. We filed our tax returns thanks to Mary and the team in Sudbury in May when they're really due. It was early May, and they're due in June. We've already got a request for some additional information, but we requested a CAD 4.8 million cash refund, and every year that we've applied for this, we've got within a very small margin what we claimed initially, and so we're excited about this, and to date, we've claimed CAD 65 million-CAD 70 million of these refunds over the last six or seven years, so it's a gift that keeps giving, and it's a great support for the operations, particularly in the northern activity. Next slide, so I have one slide here on Martiniere. We had some results that went out two weeks ago, just before the Quebec conference.
No, I guess it was a week ago, a little bit over a week ago. Our plan at Martiniere is we've got a two-phase program. Phase one was completed. We got 7,500 meters done. The balance is pushed out into phase two. We've released results on the yellow boxes on the slides. Pretty spectacular results up there, which is about 60% of the first half of phase one. The balance will come out late June or early July. We start phase two once we have those results in mid-July, and we will complete about 15,000 meters. Now, we do have some money allocated for regional drilling, but if we keep getting results like this, we may allocate that regional stuff to Martiniere. So we're really excited about this. Mark's really excited about this, and it provides us time to figure out the next steps for Fenelon.
It's exciting news flow that gives us news flow over the balance of the year. And then we'll come out at the end of the year to disclose what are our next steps and what are our plans for 2026. Next slide, please. So again, the overall platform for our operations in the activity, growing gold resources, great platform to grow, strong technical team, and focus on ESG, respecting the environment and respecting working with our First Nation partners. And I think that's the last slide. Thank you.
Thank you, Brian. Tania Barreto here, Director of Investor Relations. I will now turn over the portion of the presentation for Q&A. Our first question, I'm going to turn this one over to Mark. However, Brian did touch on it when he was going over the Martiniere slide.
This shareholder would like to know if we will consider increasing the program size at Martiniere, given that the first batch of results from phase one looked so promising. I know Brian touched upon it when he talked about Martiniere, but Mark, do you want to add to that?
Sure. That's a great question. And yeah, as Brian said, we are very pleased with the results we're getting building off of our program from a year ago. And as Brian said, if it makes sense as we get into Phase II, to just keep our focus, keep the drill turning at Martiniere, then logically, that's what we will do. We have always operated on a results-driven basis with a strategy this year to really focus on expanding or finding what is the overall footprint of this Martiniere gold system?
Because the thing that really became apparent to us last year as we were doing our program last year was that there's considerably more prospective geology in the Martiniere gold system than meets the eye when you look at where most of the historic drilling has been done prior to last year. That's actually a nice situation to be in because we haven't found the edges of this gold system. It's reasonably straightforward along the Bug Lake trend. That's where we're focused. We have three main structural zones that run down the length of that, with the main one being the Dragonfly, and it looks like that's linking up with Bug Lake North Zone.
The holes we put out in the news release a few weeks ago are speaking toward that, and we're getting our results from the back end of phase one, which we're putting out later this month or early July. And then the other two are Bug Lake South and the Martiniere North Horsefly Zone. And as well, we have a new area to the northeast where no drilling has ever been done before. And we've gotten some preliminary indications that there's more prospective geology up in that area. So back to the original question, would we consider expanding the program? Absolutely. If we keep up this momentum and these positive results, we're going to stay focused on Martiniere.
Thank you, Mark. This shareholder concludes his question by saying that he believes our shareholder base is very confident in Martiniere's potential and that an increased program would bring excitement to us.
Our next question. I'll turn over to Brian. This shareholder would like to know why BMO lowered their target price from CAD 0.75 to CAD 0.20 following the PEA.
Well, thank you, Tania. BMO had a CAD 0.75 target price carried forward from four or five years ago. And with the revised PEA, they re-looked at it, and they adjusted the target price accordingly. It's totally their decision. We do not influence that. And that's about all I can say on that.
Thank you. And our final question, and I already know what the answer is, but are there ongoing discussions with companies interested in taking control of Wallbridge Mining?
I cannot respond to that question.
Thank you. That concludes the Q&A portion of our annual meeting. I'll turn it back over now to Heather to conclude the meeting.
Thank you for joining today's meeting. You may now disconnect.