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

Good morning, ladies and gentlemen, and welcome to the 2023 Annual General Meeting of Americas Gold and Silver. [Operator Instructions] Please note, this call is being recorded. I would now like to turn the conference over to Mr. Darren Blasutti, Director, President and Chief Executive Officer of Americas Golden Silver. Please go ahead.

Thanks, Frank. The meeting will now come to order. Good morning, ladies and gentlemen. Welcome to the Annual Meeting of Americas Gold and Silver Corporation. As stated earlier, my name is Darren Blasutti, and I'm a Director, President and Chief Executive Officer of Americas Gold and Silver, and I will be presiding as Chairman of today's meeting. For security purposes, this annual meeting is being held with physical in-person access and participation limited to registered shareholders and duly appointed proxy holders. The company has provided a conference call line in order for shareholders who are unable to attend the meeting in person to be able to listen to the meeting proceedings by phone. Please note that the phone lines will be muted for the duration of the meeting. With your approval, I will ask Peter McRae, Senior Vice President, Corporate Affairs and CLO to act as Secretary of the meeting and Computershare Investor Services Inc. through its representatives 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 or by proxy 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 were required in order to facilitate the handling of the formal matters of today's meeting. Each holder of common shares or their proxies are entitled to one vote per share held. I will now ask Peter McRae as Secretary of the meeting to deal with certain formal matters concerning the notice of the meeting.

Mr. Chairman, the notice calling this meeting, accompanying management information circular dated May 11, 2023, 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 [ May 16, 2023, ] 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 signify. [Voting]

Contrary, if any? [Voting]

I declare the resolution carried. I will now ask the secretary to please advise the meeting as to the results of the scrutineers' report on attendance.

The scrutineer's report reads as follows: 3 shareholders in person representing 1,168 shares, 98 shareholders by proxy representing 106, 130,985 shares and 99 total shareholders holding 106,132,153 shares. The total issued and outstanding as of the record date at 211,428,158, and the percentage of total shares represented here being 50.20%. I am advised by the scrutineer that all ballots have already been submitted by duly a proxy appointed proxy holders and registered shareholders who are entitled to vote at the meeting as well based on the preliminary report from the scrutineer of proxies and ballots received. All items of business today have received the majority of votes in favor. Accordingly, for expediency, we will move through the motions, resolutions and questions quickly.

We're just pausing the meeting here for a second as a shareholder has not registered. We could do that with you. Unfortunately, we're -- yes. But we're -- this time of the year, we're just before the quarter end., So we're in kind of a blackout period for marketing. So we can talk after the meeting for a meeting or -- thank you.

We're good to continue?

All right. Thank you, Peter. As a result, I declare that the requisite quorum is present, and I declare the meeting to be properly constituted for the transaction of business for which it has been called. I direct that the confirmation of mailing of this notice meeting and the scrutineers' final report be annexed to the minutes of this meeting as a schedule. I would now like to present to the meeting the audited financial statements of the company for the fiscal year ended December 31, 2022. 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's website. I now place before the meeting the audited financial statements of the company for the fiscal year ended December 31, 2022, together with the auditor's report thereon. We will dispense with the reading of the auditor's report. We will now proceed with the next item of business, the election of 8 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 Canadian Business Corporations Act requires that for elections at which there's only one candidate nominated for each position available on the Board, shareholders vote for or against individual directors, and each candidate is elected only if they receive a majority of votes cast in their favor. The management information circular lists 8 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 in accordance with the articles and bylaws of the company. May I have a motion for the nomination of the 8 nominees?

Mr. Chairman, I move that the number of directors be set at 8, and those persons specified in the management information circular, namely Darren Blasutti, Christine Carson, Alex Davidson, Alan Edwards, Bradley Kipp, Gordon Pridham, Manuel Rivera and Lorie Waisberg be nominated as directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed in accordance with the articles and bylaws of the company.

Mr. Chairman, I second the motion.

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 8 individuals nominated as Directors of the corporation be so elected?

Mr. Chairman, I so move.

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 hand. [Voting]

Contrary, if any? [Voting]

Given the show of hands, the motion is carried. The next item of business is the appointment of the auditors. I will now ask for a motion that PricewaterhouseCoopers LLC Chartered Accountants, Toronto, be appointed auditors of the company until the next Annual Meeting of the Shareholders or until the auditor is removed from office or resigns and their successor is appointed, and that authority be granted to the Board of Directors to fix the remuneration of the auditors.

Mr. Chairman, I so move.

Mr. Chairman, 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 also by a show of hands. All those in favor, please signify by raising your hand. [Voting]

All Contrary, if any? [Voting]

Motion carried. This brings us to the conclusion of the formal business of the 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 to the company, please reach out to management, at 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 for participating.

That does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your lines. Have a great day.