Arizona Metals Corp. (AMC) Earnings Call Transcript & Summary

Welcome to the 2024 Annual Meeting of Arizona Metals Corp. Please note that the meeting is being recorded. I would like to introduce Morgan Knowles; VP of Investor Relations of Arizona Metals Corp. Ms. Knowles, the floor is yours.

Good afternoon, and welcome to Arizona Metals Annual General Meeting. My name is Morgan Knowles, and I'm Vice President of Investor Relations with the company. Joining me today on our call will be Duncan Middlemiss, newly appointed President and CEO of Arizona Metals as well as Jacques Perron, newly appointed Director and Chair of the company. Mr. Middlemiss is a mining engineer. He was formerly President and Chief Executive Officer and a Director of Wesdome Gold Mines, from 2016 to 2023. Prior to joining Wesdome Gold Mines, he was President and Chief Executive Officer and a Director of St Andrew Goldfields until its acquisition by Kirkland Lake Gold in January of 2016. Mr. Middlemiss joined St Andrew's Goldfields in July of 2008 as a General Manager and Vice President of Operations, later assuming the role of Chief Operating Officer. He was appointed as President and Chief Executive Officer in October of 2013. He earned a Bachelor of Science and Mining Engineering at Queens University in 1989, and worked for [ Inco ] as a mine design engineer until 1995. Mr. Middlemiss is a past Chair of the Ontario Mining Association and has worked with government, industry stakeholders and communities extensively towards sustainable mining in Ontario. Mr. Perron also joins us with a wealth of knowledge and over 40 years of experience in the mining industry. He currently serves as a director of Centerra Gold and Franco-Nevada Corporation. Previously, Mr. Perron was President and Chief Executive Officer at a number of mining companies and has held senior executive roles at mining companies prior. Mr. Perron is also the Chair of the Canadian Mineral Industry Education Foundation, and Mr. Perron has a Bachelor of Science degree in mining engineering from l’École Polytechnique de Montréal. The company is delighted to be adding their strengths and experience through our next phase of development of the Kay Project. I will now turn the meeting over to Mr. Perron. An investor update will follow from Mr. Middlemiss at the conclusion of the formal meeting.

Good afternoon, everyone, and welcome to the Annual General Meeting of Shareholders of Arizona Metals Corp. My name is Jacques Perron. I am the Chair of Arizona Metals, and I will act as the Chair of this meeting, which I now call to order. Conor Dooley, of the law firm of WeirFoulds LLP and a Director of the company, will act as Secretary of the meeting. We are pleased to host this meeting through this virtual meeting platform, accessible to all our shareholders regardless of physical location, to participate and vote. As this meeting is being held online via live webcast, it is appropriate to set out a few rules for online participants for the orderly conduct of this meeting. First, registered shareholders and duly appointed proxy holders who have logged in with a valid 12-digit control number, can submit questions using the instant messaging feature provided on the online interface. If appropriate, questions submitted in respect of motions, if any, will be answered immediately prior to closing of voting. Please note, if you have logged in as a guest or if you are a beneficial holder that did not follow the appropriate steps, you will not have the ability to vote or ask questions at today's meeting. If you have questions you would like to ask the company, please submit it via the ask a question button on the left side of your screen. Please make sure to include your e-mail address, and our IR team will get back to you once the meeting has concluded. If you fail to include your e-mail address, we cannot guarantee that a response will be provided. Second, for the purpose of the meeting today, voting on all matters will be conducted by electronic ballot. Third, if you have already voted by proxy online or by fax, you do not need to vote again. If you are a registered shareholder and have already voted by proxy prior to the proxy cutoff time, and do not wish to revoke your previous vote, do not vote again when the ballots appear on your screen. By voting again, you will be revoking your previous vote. Fourth, with respect to voting, once the polls have been opened, you may submit your vote on all resolutions at any time. After the last item of business, I will instruct the scrutineer to close the polls. Once the polls are closed, no further votes can be submitted. Again, if you have already voted online before the meeting, you do not need to vote again. As a reminder, only registered shareholders who held shares in their name as of May 22, 2024, the record date of this meeting or their validly appointed proxy holders are entitled to vote at this meeting. The first item of business will be the appointment of a scrutineer to report on the holders of common shares present in person or represented by proxy and the number of common shares represented in person or by proxy at the meeting. With the permission of the meeting, I will appoint Lori Winchester with TSX Trust Company, the corporation's transfer agent, to act as scrutineer to report on the holders of common shares present in person or by proxy at this meeting, to compute the votes of any poll taken at this meeting and to report thereon to the chair. If this appointment meets with your approval, I propose to move on to the notice of meeting. I will now move on to the formal business of the meeting. The business of the meeting will be limited to legal requirements for shareholder meetings with no investor presentation plan. The notice calling this meeting, the management information circular dated as of May 28, 2024, and the form of proxy, which I will refer to from now on as the proxy materials, have been delivered to all the shareholders of the corporation, the corporation's auditors, the Alberta Securities Commission, the British Columbia Securities Commission and the Ontario Securities Commission and the scrutineer has proof of service of the delivery of the proxy materials. Accordingly, I direct that a copy of such proof of service be attached to the minutes of this meeting as a schedule, and that these documents be tabled and made available for inspection by shareholders. As these documents have been tabled and have been delivered to all shareholders of record, I will now ask for a motion that reading of the notice of this meeting be dispensed to it.

I move that the reading of the notice of meeting be dispensed with.

I second the motion.

The motion is carried. I am advised that the requisite number of shareholders for a quorum is present, and we have the preliminary scrutineer's report, which indicates a majority of shareholders have voted in favor of each of the resolutions. This meeting has been regularly called and properly constituted for the transaction of business. Accordingly, I direct that a copy of the final scrutineers' report be attached to the minutes of this meeting as a schedule. I will now move on to the formal business of the meeting. As the first item of business, I place before the meeting, Arizona Metals' audited consolidated financial statements for the year ended December 31, 2023, and the report of the auditors thereon. These financial statements were posted on Arizona Metals and the SEDAR website. We will conduct the votes on the matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has 1 vote in respect of each share entitled to be voted on the matter and held by that shareholder. I now instruct the scrutineer to open the polls. This will allow you to choose to vote on each resolutions immediately or wait until the conclusion of discussions on all resolutions prior to casting your vote. We will run through each of the items on the agenda in turn. Once the discussion on all items of business have concluded, you will have a short window to enter your votes, and then I will declare voting closed on all resolutions. The next item of business is the election of directors. I declare the meeting open for nominations for the election of 7 directors to hold office for a term expiring at the close of the next Annual Meeting of Shareholders.

I will nominate those individuals named in the Management Information Circular. And accordingly, I nominate Duncan Middlemiss, Jacques Perron, Rickard Vernon, Mike Pilmer, Katherine Arnold, Conor Dooley and Rosa Maria Rojas Espinoza as directors.

Are there any further nominations? I hereby declare the nominations closed. Would someone move therefore a resolution for the election of the persons nominated as directors?

I move that Duncan Middlemiss, Jacques Perron, Rickard Vernon, Mike Pilmer, Katherine Arnold, Connor Dooley and Rosa Maria Rojas -- Mike Pilmer and Rosa Maria Rojas Espinoza be elected as directors of the corporation to hold office until the next Annual Meeting of Shareholders.

I second the motion.

A ballot is required on this item. If you have not already voted online prior to this meeting, you may cast your votes using the electronic ballot. The next item of business is the appointment of Arizona Metals' auditors.

I move that McGovern Hurley LLP charter professional accountants be appointed as the auditor of Arizona Metals Corp. to hold office until the close of the next Annual Meeting of Shareholders or until its successor is appointed, that such remuneration as may be fixed by the directors and the directors are hereby authorized to fix such remuneration.

I second the motion.

If you have not already done so, please cast your votes using the electronic ballot. [Voting]

I instruct the scrutineer to close the polls. The polls are now closed. Based on the proxies received and votes cast at the meeting, I declare each of the resolutions and motions carried. As there is no further business to be brought before the meeting, I will ask for a motion that the meeting be concluded.

I move this meeting be terminated.

I second the motion.

I declare the motion carried and this meeting concluded. Thank you for attending. As the formal portion of the meeting has concluded, I will now turn it over to Duncan Middlemiss to provide an investor update. Duncan?

Thanks, Jacques. Good afternoon. It's my pleasure to be speaking to you on behalf of Arizona Metals Corporation. Over the past month, both myself and Jacques have fielded the question as to why did we join the company, which was focused on the exploration of a VMS deposit in Arizona. I would answer that we have become both very interested when seeing the evolution of the Kay deposit and what the company has been able to accomplish up to now. The Kay site currently has 2 exploration drills in operation, testing both deep and shallow mineralization. One drill is focused on step-out and infill targets on the Kay Mine deposit, the other is testing exploration targets in the North Central area of the project. We plan to have a third drill on the property by July in order to advance the infill drilling of the Kay deposit. The company has completed 26,200 meters of the 76,000 meter Phase 3 program. 30,000 meters of the program have been earmarked for the resource drilling on the Kay deposit, and of that, 15,000 meters has been completed. Jacques and I were on site recently, and both of us were very pleased with the project team and their level of professionalism, and I would be remiss if we did not recognize Paul Reid and Marc Pais for assembling the project and the team. Next steps for the company are to complete the 15,000 meters in drilling and calculate a mineral resource estimate on the Kay deposit. Once we have an MRE, then the technical studies can begin in earnest. We are continuing our work in metallurgical, environmental and permitting in support of the technical studies in order to hasten the process. Additionally, the drill pads and roads proposed for the exploration of the Central and West targets have been submitted under a plan of operation in April to the regulators, and this would then allow for the efficient drilling of these targets. As previously disclosed, with regards to the spin-out proposals announced in January of this year, we have chosen to defer the vote in order to better understand their merits. The next phase of my mandate is to find a strategy on what will deliver long-term value for our shareholders. We look to the advancement of the Kay deposit as a cornerstone of this strategy and coupled with excellent exploration upside at the Kay. The company will bring forth a long-term vision, which we look forward to discussing in the near term. Thank you.

Thank you for attending today's meeting. You may now disconnect.