Hello, and welcome to the Filo Corp Special Meeting of Shareholders 2024. During the meeting, registered shareholders and duly appointed proxy holders can submit questions or comments at any time by clicking on the Q&A icon. The company will review all questions or comments before determining whether it is appropriate to respond at the meeting. Please note that today's meeting is being recorded. If you disclose personal information, you will be deemed to consent to the recording, transfer, and use of the same. If you disclose personal information of another person, you will be deemed to represent and warrant to Computershare and the company that you first obtain all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Jamie Beck, President, Chief Executive Officer, and Director of Filo Corp. Mr. Beck, the floor is yours. Welcome to the special meeting of shareholders of Filo Corp. My name is Jamie Beck, President, Chief Executive Officer, and a Director of Filo. I will act as the chair of this meeting in accordance with the bylaws of the company. This meeting is being held in a virtual-only format. We have ensured that this virtual meeting offers registered shareholders and duly appointed proxy holders the opportunity to participate, submit questions, and vote at the meeting through the Computershare platform. I will now set out a few rules for the orderly conduct of the meeting. One, for purposes of this meeting, voting on all matters will be conducted by electronic ballot through the Computershare system. Only registered holders of Filo shares and duly appointed proxy holders as of the close of business, Vancouver time, on August 20th, 2024, being the record date for the meeting, can vote by electronic ballot. Note that any votes cast by poll during the meeting will supersede any votes previously submitted by proxy. Therefore, we recommend that registered shareholders that have already voted by proxy do not vote on polls taken during the meeting. Those in attendance who have registered as guests are not able to move motions, submit any questions, vote, or take any other action. Two, when you are asked to vote on the Computershare platform, you will receive a message on the virtual interface requesting you to register your votes. You will only have a certain amount of time to do so when the polls are open. Once electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. The online polls are now open for voting, and I will provide you with 15-second warning prior to the polls closing towards the end of the meeting. Three, we will provide you with preliminary voting results for all resolutions at the end of the meeting. These results will be included in the minutes of this meeting and will be announced in a press release in accordance with the policies of the Toronto Stock Exchange and in the report on voting results, which will be available under the company's profile on SEDAR+ shortly after this meeting. Four, questions or objections in respect of a motion can be submitted by any registered shareholder or any duly appointed proxy holder using the instant messaging service of the Computershare interface. Please note that there will be a slight delay between when the communication is sent and received. Five, only questions regarding procedural matters or directly related to the motions before the meeting will be addressed during the meeting. All other questions may be addressed with individual shareholders in the instant messaging function or an alternative forum by the company following the meeting. Any questions which were already answered or that are redundant or repetitive will not be answered. Questions or comments containing inappropriate language or that are disruptive to the orderly conduct of the meeting will not be answered. Number six, I, as chair of the meeting, will move all motions for business of today's meeting, and no motion need be seconded. Seven, if during the course of the meeting, we encounter any technical difficulties with the meeting, please remain logged on, and we will resume as soon as the issue is resolved. All participants are responsible for maintaining their own internet connection. We will now proceed with the formal portion of the meeting. I appoint Judy McCall, Corporate Secretary of Filo, to act as Secretary of the meeting, and Jenny Karim of Computershare Investor Services, who I will refer to as Computershare, to act as the scrutineer of the meeting. The business of today's meeting is set out in the Management Information Circular of Filo, dated August 26, 2024, which I will refer to as the circular. The board of directors of the company fixed August 20th, 2024, as the record date for determining the shareholders entitled to receive notice of and vote at this meeting. The following documents were sent to shareholders of the company as of the record date on or prior to September 3, 2024. Notice calling this meeting, the circular, and the forms of proxy or voting instruction forms as applicable. I have before me attestations from Computershare and Broadridge as to the mailing of these meeting materials to shareholders. I direct that such proof of services be annexed to the minutes of this meeting as a schedule. Copies of the circular and other meeting materials are available under the company's profile on SEDAR+ and on the company's website. Unless there is any objection, I make a motion to dispense with the reading of the notice. Hearing no objections, I declare this motion carried. The scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting. The quorum for this transaction of business at a meeting of shareholders of the company is two persons present, each being a shareholder entitled to vote or a duly appointed proxy holder or representative for a shareholder so entitled.... The scrutineer's report shows a quorum of shareholders of the company to be present, and I therefore declare the requisite quorum to be present at the meeting. I therefore declare that this meeting is duly and properly constituted for the transaction of business. I direct that the formal scrutineer's report be annexed to the minutes of this meeting as a schedule. The sole item of business for today's meeting is to consider, pursuant to the interim order granted on August 26, 2024, by the Ontario Superior Court of Justice, as appended to the circular of Appendix C, and if thought fit to pass, with or without variation, a special resolution, the full text of which is set forth in Appendix A to the circular, approving an arrangement involving, among others, Filo, Lundin Mining Corporation, and BHP Investments Canada Incorporated, a wholly owned subsidiary of BHP Group Limited. Pursuant to a court-approved plan of arrangement under Section one hundred and ninety-two of the Canada Business Corporations Act, whereby Lundin Mining Corporation and BHP Investments Canada Inc. will, among other things, acquire all of the issued and outstanding common shares of Filo, not already owned by Lundin Mining Corporation, BHP Investments Canada Inc., and their respective affiliates, all in accordance with the terms of the arrangement agreement dated July 29, 2024, among Filo, Lundin Mining Corporation, BHP Investments Canada Inc., and amended, supplemented, or otherwise modified from time to time. I will refer to this special resolution as the Arrangement Resolution. In order to become effective, the Arrangement Resolution must be approved by at least 66 and two-thirds% of the votes cast on the Arrangement Resolution by shareholders present, virtually or represented by proxy at the meeting and entitled to vote at the meeting, and two, a simple majority of the votes cast on the Arrangement Resolution by shareholders present, virtually or represented by proxy at the meeting and entitled to vote at the meeting, excluding for the purposes of the simple majority vote, the votes cast in respect of Filo shares held or controlled by persons described in items A through D of Section 8.12 of the Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Only one vote will be conducted on the Arrangement Resolution at this meeting, but the votes will be tallied by the scrutineer to ensure that both these approval thresholds are met. The board of directors of the company unanimously determined that the arrangement is fair to the shareholders and in the best interest for the company, and unanimously recommends that the shareholders vote for the Arrangement Resolution. If there are any questions, you may submit your questions via the message link now. I will pause for 10 seconds to allow for any questions. I now move that the special resolution, as set out in Appendix A of the circular, be approved. The polls are open, and if you are a registered shareholder or duly appointed proxy holder and have not submitted your vote prior to the meeting, please do so now by selecting the applicable voting option on your voting panel. Please note that any votes cast by poll during the meeting will supersede any votes previously submitted by proxy. Therefore, we recommend that registered shareholders that have already voted by proxy do not vote on the polls taken during the meeting. We will now pause for fifteen seconds before closing the polls on the Arrangement Resolution. The polls are now closed. Thank you. Based on preliminary results, I declare that the Arrangement Resolution has been approved and that the requisite approval thresholds have been met. I would ask the scrutineer to compile the final report regarding the voting results on the Arrangement Resolution. I direct that the results be included in the minutes of this meeting, and the results of voting will be announced in a press release in accordance with the policies of the Toronto Stock Exchange and in the report on voting results, which will be available under the company's profile on SEDAR+ shortly after this meeting. The formal business of the meeting has now been dealt with. As there are no further business to be brought before this meeting, I declare this meeting terminated. Thank you for your attendance here today. This concludes the meeting. You may now disconnect.
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