Aris Mining Corporation (ARIS) Earnings Call Transcript & Summary

Good morning, and welcome to the Aris Mining Corporation 2023 Annual General and Special Meeting Audio Webcast. [Operator Instructions] Please be advised that today's webcast is being recorded. I will now turn the meeting over to the Chair of the meeting, Ian Telfer. Go ahead, Mr. Telfer.

Thank you. Good morning, and welcome to the 2023 Annual General and Special Meeting of Shareholders of Aris Mining. My name is Ian Telfer, and I am the Chair of the Board of Directors, and I will act as Chair of the meeting. Aris Mining is holding a virtually-only media this year to enable greater shareholder participation. This meeting will consist of the formal business of the meeting, and I will provide an opportunity for general questions. The meeting is being hosted through LUMI, a virtual meeting 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 that have received a user name from Odyssey are entitled to take an active part in the meeting. The active participation by registered shareholders or duly appointed proxy holders only as customary and consistent with our in-person meeting procedures. Any registered shareholder or duly appointed proxy holder with a question that is relevant to the business of this meeting is welcome to ask it through the web portal. If you have a question not directly related to the business of this meeting, I kindly ask you wait and ask that question after the formal business of the meeting. Some of the statements made in this meeting may be considered forward-looking. We urge you to review the cautionary statements and other information contained in Aris Mining's filings on SEDAR. In order to ensure that the meeting covers the required business in an efficient manner, I will move all motions that are identified in the notice of meeting and we'll dispense with the seconding of such motions. The meeting will now come to order. Ashley Baker, Corporate Secretary of the company, will serve as Secretary for the meeting. Odyssey Trust Company is the registrar and transfer agent of the company, and Bryce Docherty of Odyssey is present and will act as scrutineer for the meeting. I have received the declaration prepared by an officer of Odyssey Trust Company, indicating that notice calling this meeting and accompanying notice and access notification and form of proxy were duly mailed on April 5, 2023 to registered shareholders as at March 24, 2023, record date. And as such, proper notice of the meeting has been given. I direct a copy of the notice of meeting and proof of mailing be kept by the secretary with the minutes of this meeting. According to the preliminary scrutineers' report of these 2 shareholders who in aggregate hold at least 25% of the issued shares entitled to vote at the meeting are present in person or represented by proxy. I adopt the scrutineers' report and declare that a quorum is present. Notice having been properly given and a quorum being present, I now declare the meeting to be regularly called and properly constituted for the transaction of business. Before commencing with the business of the meeting, I would like to comment on the voting procedure. We will conduct each vote by way of vote cast on the LUMI platform and those submitted by proxy. I understand that the scrutineer has tabulated all the votes received prior to the voting cutoff. If you have previously voted, you do not need to vote again. We will now open the voting for all the resolutions. We will address questions relevant to the business of the meeting after the resolutions have been introduced and prior to closing the polls. Once questions on the resolutions have been concluded, I will give you a minute to complete voting and then declare the polls closed. I direct the scrutineers' report on all matters to be annexed to the minutes of this meeting as of schedule. The first item of business is the presentation of Aris Mining's audited consolidated financial statements for the fiscal year ended December 31, 2022, and the accompanying auditor's report thereon. Copies of the financial statements and the auditor's report have been delivered to shareholders as requested, and they have also been filed under Aris Mining's SEDAR profile and are located on the LUMI dashboard page. I now declare that Aris Mining's audited consolidated financial statements for the year ended December 31, 2022, and the accompanying auditor's report 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. I move that the following resolution be adopted and approved, resolve that the number of directors of the company to be elected at this meeting be fixed at 9. I will now move to the next item of business. All results will be announced at the end of the meeting. The next item on the agenda is the election of directors. The term of office for each of the company's directors is deemed to expire at each Annual General Meeting. The only person who have been nominated to stand for election as directors of Aris Mining in accordance with the procedures set forth in the advanced noted provisions -- notice provisions contained in the company's articles are the nominees set forth in the management information circular mailed for this meeting. Accordingly, no further nominations will be accepted, I declare the nominations closed. I move the following nominees be elected as directors to hold office until the next election of directors or their successors are appointed. Myself, Ian Telfer, Neil Woodyer, Daniela Cambone, Monica De Greiff, David Garofalo, Serafino Iacono, Peter Marrone, Hernan Torres and Attie Roux. The next item of business is the appointment of KPMG LLP as the auditor of the company for the ensuing year and to authorize the Board of Directors of the company to set their remuneration. I move that the following resolution be adopted and approved, resolve that KPMG LLP be appointed as auditor of the company for the ensuing year and that the Board be authorized to set their remuneration. The next item of business is the approval of the company's amended and restated incentive stock option plan. The full text of the special resolution is set out in the management information circular. I will dispense with the reading of the stock option plan resolution. In order for the stock option plan resolution to be adopted it must be approved by the affirmative votes cast by holders of not less than a simple majority of the shares represented in person or by proxy at this meeting. As there has been no objective to dispensing with the reading, I move that the stock option plan resolution be adopted and approved. That concludes the placement before the meeting of all the resolutions. I will now ask if there are any questions on the foregoing items.

There were no questions, Mr. Chairman.

Thank you. The polls are still open. For those of you that have not voted on the resolutions, please do so now. I will pause to allow you to complete your voting. [Voting]

Okay, you've had enough time. Now that everyone has the opportunity to vote, I declare the polls for the 2023 Annual General and Special Meeting closed. Based on the scrutineers' report, I report that the fixing of the number of directors of the company to be elected at this meeting at 9 has been approved. All 9 nominated directors have been duly elected. KPMG LLP has been duly appointed as auditors for the ensuing year. The stock option plan resolution has been approved. The exact number of votes on each of these resolutions will be filed on SEDAR. There being no further business to be conducted at this meeting, I now declare the formal part -- business part of this meeting to be terminated. If there are no further questions, I will move to terminate this meeting. There being no outstanding questions relevant to the business of this meeting, this annual general meeting and special meeting is now terminated. Thank you all for attending this morning.