Contango Silver & Gold Inc. (CTGO) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Contango Silver & Gold Inc. Please note that today's meeting is being recorded. [Operator Instructions] Please note that any questions received will be addressed following the conclusion of the formal meeting. It is now my pleasure to turn today's meeting over to Rick Van Nieuwenhuyse, the CEO of Contango Silver & Gold Inc. Mr. Van Nieuwenhuyse, the floor is yours.

Good morning. I am Rick Van Nieuwenhuyse, Chief Executive Officer of Contango Silver & Gold, and I will act as Chairman of this meeting. It is my pleasure to welcome you to Contango Silvan Gold's Virtual Annual Meeting of Stockholders. Your interest in the company is very much appreciated. I now call the Annual Meeting of Stockholders of the company to order. Before we proceed, I'd like to introduce Mike Clark, Executive Vice President and Chief Financial Officer, who is also present for today's meeting. The matters to be considered at this meeting are: one, to elect our Board of Directors to serve until the Annual Meeting of Stockholders in 2027 or until the successors are duly elected and qualified; two, to ratify the appointment of Baker Tilly US, LLP as the independent auditors of the company for the fiscal year ending December 31, 2026; three, to conduct a nonbinding advisory vote to approve the compensation of the company's named executive officers; and four, to conduct a nonbinding advisory vote on a frequency of the advisory vote on the compensation of the company's named executive officers. Mike Clark, our Executive Vice President and Chief Financial Officer, will act as Secretary of this meeting. Mike, do you have a list of the stockholders of the company and proof of notice of this meeting?

Mr. Chairman, I have a list of the stockholders of record of the company certified by Computershare, the company's transfer agent, as of the close of business on April 30, 2026, the record date fixed by the Board of Directors for this meeting. The stockholders' list shows that on the record date, there were 30,749,670 shares of common stock and 1,594,988 exchangeable shares outstanding and entitled to vote. I also have an affidavit of Computershare with respect to the mailing of the notice of the meeting of stockholders, which evidences the mailing of the notice of the annual meeting and proxy materials to the company's stockholders.

The Secretary will file the notice of annual meeting, the proxy materials and the affidavit of mailing with the minutes of this meeting and the list of shareholders -- stockholders with the records of the company. The order of business at this meeting will follow the previously established agenda contained in the proxy. We will first report on the quorum of stockholders and then introduce the matters to be considered by the stockholders at the meeting. Following any discussion of the respective proposal, the polls will be open for voting. After the announcement of the results of the vote, we will adjourn the meeting. Mr. Meyer of Computershare will act as Inspector of Election at this meeting and has submitted an oath of office. He has authority, among other things, to receive and determine the validity of all proxies and ballots submitted to report on whether a quorum is present and to certify the number of shares represented at this meeting and the results of the vote of the company's stockholders on any motion. Are there any persons present holding proxies that have not been voted and wish to do so at this time. If so, please click the cast your vote link on your screen now to vote your shares.

Mr. Chairman, I wish to report that a the aggregate of 32,344,658 shares that the Secretary has reported as being entitled to be voted. There are at least 17,648,237 votes represented at this meeting in person or by proxy. That number is more than a majority of the aggregate voting power of the outstanding common stock, and therefore, a quorum is established.

Thank you. In accordance with the report of the Inspector of Election, a quorum is established. Legal notice of the meeting having been given and a quorum being present, the meeting is now duly convened. If anyone wishes to address the Chair, I ask that they type their questions in the chat on the meeting site. Only stockholders who have logged into the annual meeting with a control number from their proxies will be recognized. The first order of business is to vote the election of the Board of Directors to serve until the next Annual Meeting of Stockholders. Is there a motion for the election of the directors?

Mr. Chairman, I move to elect this year's Clynton Nauman, Rick Van Nieuwenhuyse, Shawn KhunKhun, Michael Cinnamond, Tim Clark, Darren Devine and Brad Juneau.

I second the motion.

As there have been no other nominations are now closed. The second order of business is to ratify the appointment of Baker Tilly US LLP as the independent auditors of the company for the fiscal year ending December 31, 2026. Is there a motion to ratify the appointment?

Mr. Chairman, I move to ratify the appointment of Baker Tilly US LLP as independent auditors of the company for the fiscal year ending December 31, 2026.

I second the motion.

The third order of business is to consider and cast an advisory nonbinding vote on a compensation that may be paid or become payable to the company's named executive officers as set forth in the proxy statement that was sent to stockholders of record as of April 30, 2026. Is there a motion to approve the nonbinding proposal?

Mr. Chairman, I believe that the following resolution be adopted, resolved that the advisory proposal regarding certain compensation that may be paid or become payable to Contango's named executive officers as set forth in the proxy statement be approved.

I second the motion.

The fourth order of business is to consider and cast an advisory nonbinding vote on the frequency of advisory vote on the compensation of the company's named executive officers. Stockholders may indicate whether they would prefer that we conduct future advisory note on executive compensation once every 1, 2 or 3 years. Stockholders also made if they wish, abstain from casting the vote on this proposal. Is there a motion to approve the nonbinding proposal?

Mr. Chairman, I live that the company conduct future advisory votes on executive compensation every year or annually.

I second the motion.

I now declare the polls open for electronic voting. All those who now wish to vote can do so by clicking on the voting icon on the meeting site. If you have already filed your proxy, it would simplify the count greatly if you would not vote electronically unless you wish to change your vote. If there are no further questions, the votes will be tabulated. [Voting]

Has everyone voted who wishes to vote? It appears that everyone has voted that wishes to, I, therefore, declare the polls closed and ask the Inspector of Election to prepare a report on the voting.

Mr. Chairman, the report has been completed. The results of the balloting are as follows: for proposal #1, the election of directors. All 7 directors have been approved by the majority of the shareholders voting. Regarding proposal #2, the ratification of the appointment of Baker Tilly US LLP as the company's independent auditors for the fiscal year ending December 31. For this proposal, it has also passed by a majority vote, Proposal #3, conducting a nonbinding advisory vote to approve the compensation of the company's executives. For this proposal, it has also been approved by the majority of shareholders. Proposal #4 conduct an advisory nonbinding vote on the frequency of the advisory vote on the compensation of the company's named executive officers. For this proposal #4, it has also been approved by the majority of the shareholders.

Thank you. On the basis of the report of the Inspector of Election of today's annual meeting, each of the proposals have been approved. I order that the Inspector of Elections prepare a written report and that the report of the inspector of elections be filed with the records of the company. If there is no other business to come from the meeting, I will entertain a motion to adjourn the meeting.

I move that the meeting be adjourned.

I second the motion.

It has been moved and seconded that the meeting be adjourned. All those in favor signify by saying, aye.

Aye.

Those opposed say no. The most is carried in the Annual Meeting of Stockholders of Contango Silver and gold is adjourned. Thank you for coming.

This concludes the meeting. You may now disconnect.