Ladies and gentlemen, welcome to the annual, general, and special meeting of shareholders of TMC the metals company Inc. Please note the meeting is being recorded. I would like to introduce Mr. Gerard Barron, CEO and Chairman of the company. Mr. Barron, the floor is yours.
Good morning, everyone. I'm Gerard Barron, the Chairman of TMC the metals company Inc., and I am pleased to welcome you to our annual and special meeting. The meeting is being held virtually this year, as we believe hosting a virtual meeting enables greater shareholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our shareholders, and reduces the cost and environmental impact of our annual meeting. At the meeting, registered shareholders and duly appointed proxy holders will have an opportunity to participate, ask questions, and vote, all in real time through a web-based platform.
I would like to remind you that only registered shareholders that have logged into the meeting with their previously obtained 12-digit control number, or duly appointed proxy holders, are entitled to the votes at the meeting, ask questions, or take an active part in the meeting on the web-based platform. If, during the meeting, we encounter any technical difficulties, please remain logged on, and we will resume as soon as practical. I remind everyone that today's meeting may include forward-looking statements. These statements are given as of today's date and involve risks and uncertainties discussed in our filings with the U.S. Securities and Exchange Commission, the SEC, which are available on the website at www.sec.gov or in the Investors SEC Filings section on our website at www.metals.co.
In accordance with the articles of the company, I will act as the chairman of this meeting, and I'll now call the meeting to order. I call upon Craig Shesky, the company's Chief Financial Officer, to act as Secretary of the meeting. Maria Vass, of Continental Stock Transfer & Trust, will act as Scrutineer and Inspector of Elections for the meeting. This meeting will consist of the formal business of the meeting, followed by an opportunity for general questions and answers. Before we proceed with the business of the meeting, I would like to note that for each matter being considered here today, you may ask questions through the virtual meeting platform if you are a registered shareholder or duly appointed proxy holder and have a question that is relevant to the business of this meeting. You are welcome to ask it through the web portal.
If you have a question not directly related to business of this meeting, I kindly ask that you wait and ask that question after the formal business of the meeting. We propose to address questions not relevant to this meeting after the formal business portion of this meeting have been terminated. I would also ask that any questions regarding the operations or financial status of the company be deferred until that time. The notice calling the meeting of shareholders and describing the matters to be considered today was mailed on or about April 18, 2025 to shareholders of record of the company on April 3, 2025. The declaration with respect to such mailing is available for inspection by any shareholder and will be retained with the records of the company.
Just before kicking off the procedural matters today, as you may have seen in the 8-K we filed this morning, we're thrilled to share that NOAA has confirmed substantial compliance for our exploration license application in USA-A and USA-B. A few minor questions remain, which we'll address promptly. This milestone secures our priority over these areas, including for our commercial recovery permit application, and we're looking forward to working with NOAA towards full application approval. As Chair of the meeting, I have asked our General Counsel, Ryan Coombes, to read the remainder of the formal script on my behalf, and I remain Chair and will step in as needed. Ryan, please proceed.
Thanks, Gerard. The voting on matters today will proceed as follows: I will ask for someone to make the formal motions at the appropriate times. Voting on all motions will be conducted through the virtual meeting platform. Voting on the applicable items of business will be conducted by electronic ballot. Polling is now open for all matters presented in the Management Information Circular. We will announce prior to the end of the meeting when voting will close to allow you time to submit your final ballots. If you have submitted a proxy, you do not need to vote today. You would only vote today if you are changing the vote you have submitted by proxy. In order to ensure this meeting covers the required business in an efficient manner, I will dispense with the seconding of motions. This procedure is merely a way to expedite proceedings.
Once the balloting closes, the scrutineer will tabulate the results of the vote for each matter. Official results of the vote will be announced closer to the end of the meeting, and the company will file a current report on Form 8-K with the SEC within four business days of the meeting, reporting the results of the voting. The scrutineer has advised me that prior to the meeting, proxies were received from the holders of a sufficient number of common shares to constitute a quorum. Maria?
There are more than two shareholders in person or represented by proxy for an aggregate of at least 228,935,384 common shares.
Thank you, Maria. I adopt the scrutineer's report and declare that a quorum is present. Please keep the scrutineer's report with and annexed to the minutes of the meeting. Notice has been given in accordance with the articles of the company, and as a quorum is present, I declare that this meeting is properly constituted for the transaction of business. I now place before the meeting the financial statements of the company for the year ended December 31, 2024, together with the report of the auditors of the company thereon. These documents are also available on EDGAR. I do not propose to read these documents at this meeting.
You may ask questions about the financial statements through the virtual meeting platform at this time, although, as previously mentioned, questions regarding the broader operations and financial status of the company should be deferred until the Q&A session that will take place after the formal business portion of the meeting. I now declare the financial statements of the company for the year ended December 31, 2024, together with the report of the auditors of the company thereon, have been received by the shareholders as submitted to this meeting. The next item of business is to fix the number of directors of the company to be elected at this meeting at 8. Will someone move that the following ordinary resolution be adopted and approved? Resolved that the number of directors of the company be fixed at 8.
I so move.
You have heard the motion is moved. Is there any discussion on the motion? If there are no questions, I would now ask that those shareholders and proxy holders present online who have not already done so, please vote by ballot in respect to fixing the number of directors. I will now move to the next item of business. All results will be announced at the end of the meeting.
The next item of business is the election of directors. The only persons who have been nominated to stand for election as directors, in accordance with the procedures set forth in the advance notice provisions contained in the company's articles, are the nominees set forth in the proxy statement. For this meeting, as set forth in the proxy statement, the board of directors has nominated the following directors: Gerard Barron, Andrew Hall, Andrew Greig, Andrei Karkar, Sheila Khama, Christian Madsbjerg, Stephen Jurvetson, Brendan May.
Since there are no further nominations, I declare the nominations closed. Will someone move the election of the persons nominated as directors of the company?
I so move.
You have heard the motion is moved. Is there any discussion on the motion? If there are no questions, I would now ask that those shareholders and proxy holders present online who have not already done so, please vote by ballot in respect of the election of directors. I'll now move to the next item of business. All results will be announced at the end of the meeting. The next matter to be dealt with is the proposed appointment of Ernst & Young LLP Chartered Accountants, as the company's independent registered public accounting firm for the 2024 fiscal year ending December 31, 2025. Will someone move that the following ordinary resolution be adopted and approved?
Resolved that Ernst & Young LLP be appointed as the company's independent registered public accounting firm for the 2025 fiscal year ending December 31, 2025.
I so move.
You have heard the motion is moved. Is there any discussion on the motion? As there are no questions, I would ask those shareholders and proxy holders present online who have not already done so to please vote by ballot in respect of the appointment of Ernst & Young LLP. The next matter to be dealt with is the vote to approve the proposed amendment to the articles of the company as described in the Management Information Circular for the meeting. The full text of the ordinary resolution approving the proposed amendment to the articles is set out on page 48 of the proxy.
Will someone move that the ordinary resolutions as set out in the Management Information Circular for this meeting, to approve the proposed amendment to the articles, as more particularly described in such information circular or Proxy Statement, be adopted and approved?
I so move.
You have heard the motion is moved. Is there any discussion on the motion? As there are no questions, I would now ask those shareholders and proxy holders present online who have not already done so to please vote by ballot in respect of the approval of the amendment to the articles of the company. That concludes the placement before the meeting of all the resolutions. We will proceed with announcing the results of the meeting. You have heard the motions and have had the opportunity to cast your ballot in respect to each of today's resolutions on the virtual meeting platform.
As a reminder, if you have already submitted a proxy, there is no need to vote today. Balloting will be closing momentarily, so please submit your final ballots now. Once the electronic balloting closes, your ballots will be automatically submitted. I would now ask the scrutineer to please close the polling. Thank you. Voting is now closed. I confirm voting results. I declare the motion to fix the number of directors to be elected to the board at eight be carried. With respect to the election of directors, each nominee has been duly elected to act as directors of the company until the next annual election of directors or until their successors are elected or appointed, subject to the provisions of the Business Corporations Act of British Columbia and the articles of the company.
I declare that Gerard Barron, Andrew Hall, Andrew Greig, Andrei Karkar, Sheila Khama, Christian Madsbjerg, Stephen Jurvetson, Brendan May, are elected as directors of the company to hold office until the next annual general meeting of the company, subject to the articles of the company, as amended from time to time, unless they cease to be directors before then. I declare the motion to appoint Ernst & Young LLP, Chartered Accountants, as the company's independent registered public accounting firm for the 2024 fiscal year, ending December 31, 2025, be carried. I declare the motion to approve the amendment to the articles of the company be carried. Will someone move to conclude this meeting?
I so move.
Thank you. I'll now call for a vote by show of hands. Motion is carried, and the meeting is now concluded. Thank you. At this time, seeing no questions on the portal, I will pass it back over to the moderator.
Thank you for attending today's meeting. You may now disconnect.