Faraday Copper Corp FDYCA 股东特别大会会议纪要

发布时间：2026-08-26 一、AI总结内容 一、核心会议流程与合规情况 1. 本次为Faraday Copper Corp股东特别大会，采用电子投票方式，股东投票权按持股数计，每股对应1票，登记股东的股权登记日为2026年7月20日。2. 会议依据不列颠哥伦比亚省商业公司法及适用证券法合规召开，Computer ShareInvestors Services Inc.的合规宣誓文件已存档，且达到法定人数要求。 二、核心决议事项及表决结果 1. 会议审议的核心动议为：批准公司向必和必拓铜业公司（BHP Copper Inc.）或其关联方增发普通股，增发后该交易对手将获得公司完全稀释后30%的股权及投票权，相关协议条款载于2026年7月22日管理信息公告。 2. 该决议需经无利害关系股东现场或委托投票的简单多数通过；经监票人确认，上述增发普通股的动议已获投票多数批准，决议生效，监票人最终报告将存档。三、会议关键规则与安排 1. 会议通过网络直播虚拟召开，设投票及提问规则：表决通过电子投票平台进行，提前投票且不修改者无需操作，所有投票可在正式会议结束前完成，投票结束后将公布结果。 2. 提问规则：注册股东或委托持有人可通过虚拟界面即时通讯功能提交问题，程序类问题可即时处理，实质性问题于会议提问环节集中答复，本次会议正式环节已结束。 二、音频原文（转写） Meeting today, all voting will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders who have properly logged in and wished to vote will be able to see onthe screen the motions being brought forth at this meeting. Please register your votes by accessing the voting page and selecting the button for your voting option next to each motion. Fourthnote that the polls are now open for voting, and if you have not already voted, voting can be completed at any time from now until. Until the end of the formal business of the meeting, if youvoted in advance of the meeting and do not wishto change your vote, then no further action isneeded. Once discussion on all items of businesshas concluded, you will be given some time to change your votes or enter them if you have not yet voted. Following which, I will then declare v oting closed on all motions. We will now proceedwith the formal business of today's meeting toexpedite the formal business of the meeting. I will move and second all motions. I have before me an affidavit. of a representative of computershare investors services inc. A testing, as a noted, calling this special meeting together withthe management information circular Form of proxy and voting instruction form as applicable. were delivered in accordance with the Business Corporations Act of British Columbia. and applicablesecurities law. Copies of said affidavit will be retained with the records of the company. Therefore, this meeting has been properly called. Iam advised that according to the preliminary report of the. Britannia, a court. The final scrutiniers report will be retained with the records of the company. I now declare there to be a quorum present. and that the meeting is regularly called and properly constituted for the transactionof business. Before commencing with the business of the meeting, I would like to explain the voting procedures to be followed at the meeting. There is one class of shares in the company, common shares without par value, which are entitledto vote. the holders of common shares are entitled to one vote for each common share held. Voting will take place by way of an electronic ballot. Shareholders of record are at the close of business. On July twentieth, twenty twenty six. andtheir duly appointed proxy holders must submittheir votes through the electronic ballot available on the voting platform. 一。 That's. Shareholder or proxy holder present is in. Title provoked. This meeting has been calledfor shareholders to consider and, if advisable,to approve with or without variation an ordinaryresolution Approving the issuance by the company to BHP Copper Inc. or an affiliate thereof anamount of common shares in the capital of the co mpany from treasury as is equal to a 30% equityand voting interest in the company on a fully diluted basis immediately following the issuance of such common shares pursuant to the terms of apurchase and sale agreement The full text of which is set forth in the Management Information Circular dated July 22, 2026, for this meeting Themanagement information circular contains detailed information regarding the proposed resolution. To be effective, the resolution must be approved by at least a simple majority of votes cast by disinterested shareholders present in person or by proxy at this meeting. Accordingly. I movethat the resolution I set out in the managementinformation circular be approved. Is there any discussion on the motion? There are no questions with respect to the motion. Thank you. We will now proceed with the vote.Please record your vote now. Remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. Is there any further business? If not, we will give you one more minute to complete the electronic ballots. The polls are now closed. We will proceed to present the results ofthe poll conducted today. I have received confirmation from the Scrutineer that the motion to approve the issuance of common shares to BHP Copper Inc., or an affiliate thereof, has been approved by a majority of the votes cast in respect of such matter. I declare the resolution considered at today's meeting as carried. The exact number of votes cast in respect of such matter willbe filed on CR+ A copy of the Scrutineer's finalreport will be retained with the records of thecompany. I