Americas Gold and Silver Corporation (USA) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Americas Gold and Silver AGM. [Operator Instructions] Also note that this call is being recorded. I now would like to turn the conference over to Darren Blasutti, Director, President and Chief Executive Officer of Americas Gold & Silver. Please go ahead, sir.

Thank you. The meeting will now come to order. Good morning, ladies and gentlemen. Welcome to this Annual General Meeting of Americas Gold and Silver Corporation. My name is Darren Blasutti, and I am a Director and the President and Chief Executive Officer of Americas Gold and Silver. I will be presiding as Chairman of today's meeting. Due to COVID-19 restrictions, this Annual General Meeting is being held at the company's head office but with limited in-person participation in order to abide by public health guidelines. The company has provided a conference call line in order for shareholders to be able to listen to the meeting proceedings by phone. Please note that these lines will be muted for the duration of the meeting. Appointment of secretary and scrutineer. With your approval, I will ask Peter McRae to act as secretary of the meeting and Roxanne Parsaud of Computershare Investor Services to act as scrutineer for this meeting, to report on the number of shareholders present in person and the number of shares represented in person or by proxy at the meeting and to report on the votes cast in connection with the business of the meeting. In order that we may have a complete record of those present, shareholders present in person have been recorded and all participants by phone have been registered upon entry to the meeting. In view of the need to attend to a number of formal matters, certain shareholders have volunteered to move and second resolutions where required in order to facilitate the handling of the formal matters. Each holder of common shares or their proxy is entitled to vote 1 per share held. Notice of meeting. I will now ask Peter McRae as secretary of the meeting to deal with certain formal matters concerning the meeting.

Thanks, Darren. The notice calling this meeting, accompanying management information circular dated April 30, 2021, and form of proxy were distributed to shareholders of Americas Gold and Silver Corporation in accordance with applicable law. The Board of Directors adopted resolutions, which provided that this meeting be held today and which fixed the close of business on April 16, 2021, the record date for the determination of shareholders entitled to notice and to vote at this meeting and any postponements thereof. Management information circular was posted online under the company's SEDAR profile at sedar.com, and the company's EDGAR profile at sec.gov and the company's website. Additional copies are available at the meeting. Proof of proper service of these documents has been filed with me, and I direct that a copy of each of these documents together with the proof of service be retained with the records of this meeting.

Thank you, Peter. I will now ask for a motion that the reading of the notice of this meeting be dispensed with and that the reading of the proof of service of such notice, the management information circular and the form of proxy also be dispensed with.

Mr. Chairman, I so move.

Mr. Chairman, I second the motion.

All those in favor, please so signify. [Voting]

Contrary, if any? [Voting]

I declare the resolution carried. Now I'll move on to the scrutineer's report and quorum. I would now ask the secretary to please advise the meeting as to the results of the scrutineer's report on attendance.

Mr. Chairman, the scrutineer's report reads as follows: 1 shareholder in person representing 900 shares, 112 shareholders by proxy representing 55,729,197 shares and 113 total shareholders holding 55,730,097 shares, representing 41.9% of all shares outstanding. I'm advised by the scrutineer that all ballots have already been submitted by duly appointed proxy holders and registered shareholders who are entitled to vote at this meeting. As well, based on the preliminary report from the scrutineer, the proxies and ballots received, all items of business today have received a majority of votes in favor. Accordingly, for expediency, we'll move through the motions and resolutions quite quickly.

Thank you, Peter. As a quorum is present, I declare the meeting to be properly constituted for the transaction of the business for which it has been called. I direct that the final report of the scrutineer be annexed to the minutes of this meeting as a schedule. Moving on to the annual financial statements. I would now like to present to the meeting the audited financial statements of the company for the fiscal year ended December 31, 2020, together with the auditor's report thereon, both of which were made available to shareholders upon request and on SEDAR. Additional copies are also available at this meeting and on the company website. I now place before the meeting the audited financial statements of the company for the fiscal year ended December 31, 2020, with the auditors' report thereon. Election of directors of the company. We will now proceed with the next item of the business in the management information circular, the election of 7 individuals to serve as directors of the company unless the office is earlier vacated in accordance with the general bylaw of the company and the Canadian Business Corporations Act. The Board of Directors has adopted a policy regarding majority voting in the election of directors. Accordingly, as described in the management information circular for this meeting, shareholders will provide you with the opportunity to vote for each director or withhold their vote on an individual basis. The management information circular lists 7 nominees for election as directors of the company. If elected, these nominees will hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed. May I have a motion to set the number of directors at 7 and for the nomination of the 7 nominees.

Mr. Chairman, I move that the number of directors be set at 7 and each of Darren Blasutti, Alex Davidson, Alan Edwards, Bradley Kipp, Gordon Pridham, Manuel Rivera and Lorie Waisberg be nominated as directors of the company.

Mr. Chairman, I second the motion.

Great. In accordance with the advanced notice provisions of our bylaws, no further nominations may be made at this time. Therefore, I declare the nominations closed. May I request a motion that the 7 individual nominated as directors of the corporation be so elected.

Mr. Chairman, I move that each of the aforementioned nominees be elected to serve as directors of the company to each hold office until the next annual meeting of shareholders or until their successors are elected or appointed unless the office is earlier vacated in accordance with the general bylaw of the company and the Canada Business Corporations Act.

I second the motion.

If there are no comments, it is now in order to vote on the motion. The vote for this resolution will take place by a show of hands. All those in favor, please signify by raising your hands. [Voting]

Contrary, if any? [Voting]

Motion carried. Appointment of auditors and fixing of auditors' remuneration. The next item of business is the appointment of the auditors. I will now ask for a motion that PricewaterhouseCoopers LLP, chartered accountants, Toronto, Ontario, be appointed auditors of the company until the next Annual Meeting of Shareholders or until the auditors are moved from office or resigned and their successor is appointed and the authority to be granted to the directors to fix the remuneration of the auditors.

Mr. Chairman, I move that PricewaterhouseCoopers LLP be appointed auditors of the company to hold office until the next Annual Meeting of Shareholders or until the auditor is removed from office or resigned and their successor is appointed at such remuneration as may be fixed by the directors, the directors being hereby authorized to fix such remuneration.

Mr. Chairman, I second the motion.

Thank you, Warren. If there are no comments, it is now in order to vote on the motion. The vote for this resolution will take place by a show of hands. All those in favor, please signify raising your hand. [Voting]

Contrary, if any? [Voting]

Motion carried. This brings us to the conclusion of the formal business of this meeting. There being no further business, I now declare this meeting to be formally terminated. Thank you for your attention and your attendance at this AGM. Should anyone attending in person or listening on the phone have questions or comments about the company, please reach out to the management or our investor relations team at any time. Contact information is available on our website at americas-gold.com. Thank you again and enjoy the rest of your day.

Thank you, sir. Ladies and gentlemen, this does indeed conclude your meeting for today. Once again, thank you for attending. And at this time, we do ask that you please disconnect your lines.