Fortuna Mining Corp. (FVI) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to the Fortuna Silver Mines Inc. Annual and Special Meeting. I would now like to hand the conference over to your speaker today, President and CEO, Jorge Ganoza. Please go ahead.

Thank you, and good morning. I would like to welcome all of you to the Annual and Special Meeting of the shareholders of Fortuna Silver Mines. My name is Jorge Ganoza, and I am President and Chief Executive Officer of Fortuna as well as a Director. The meeting will now come to order. I will preside as Chair, and Linda Desaulniers, Corporate Counsel of Fortuna, will act as Secretary of the meeting. I would like to acknowledge members of Fortuna Board of Directors joining us on the webcast: Mr. David Laing and Mr. David Farrell. Many of our officers and employees are attending the meeting as well. The meeting today will be comprised of 2 parts. First, we will attend to the formal business of the meeting. Following the conclusion of the formal portion of the meeting, we will open the floor to questions. Meeting procedures. Each year, we look forward to engaging with our shareholders at our Annual Shareholders Meeting. However, this year, in response to the COVID pandemic, we made the decision to hold this meeting in a virtual-only format. This format enables us to mitigate risks to the health and safety of our shareholders, employees and other stakeholders, yet still presents an opportunity for participation and engagement. During the meeting, registered shareholders and duly appointed proxy holders may participate and vote as though they were present in person. If your Fortuna shares are held in a brokerage account, you are a beneficial shareholder and unless you have been appointed a proxy holder, you are attending this meeting as a guest and will not be able to ask questions or vote. Voting will be conducted by online ballot for each matter. When I open the polls, a panel on the left of your screen will display the voting options for registered shareholders and proxy holders. The voting panel will remain open until discussion. If any, has concluded on all items of business. I will then declare the voting on all matters of business closed. Registered shareholders and proxy holders may click on the voting icon to submit their vote. If you cannot see all the resolutions and voting options, please click on the Document icon. Given the virtual -- many shareholders voted ahead of time by submitting proxies in advance. If you have already voted by proxy, there is no need to vote again during the meeting since your vote has been recorded in accordance with your instructions. If you submit a vote during this meeting that will revoke any other prior proxy that was received. Given the virtual format of the meeting, we have appointed certain individuals to motion and second the items of business in advance. In order for us to efficiently address any questions on the matters to be voted upon, we encourage registered shareholders and newly appointed proxy holders who have specific questions on an item of formal business to submit their questions now, clearly identifying the applicable item as well as their name and contact information. [Operator Instructions] Please note that questions submitted during the meeting via the online platform will be moderated before being sent to me. During the meeting, at the appropriate time, such questions will be addressed prior to voting on the applicable motion. Item #3 of the agenda, appointment of scrutineer. I appoint Evelyn Hsu of Computershare to act as scrutineer for this meeting to tally the votes on each item of business. Item #4, notice of meeting and quorum. Computershare has confirmed that the notice of meeting, information circular and form of proxy have been mailed to shareholders of record as at May 11, 2021. The scrutineer has also advised that a quorum is present. Agenda item #5, meeting regularly constituted. I now declare that this meeting has been regularly called and is properly constituted for the transaction of business. Agenda Item #6, approval of the share issuance resolution. The first item of business is an ordinary resolution to approve the proposed acquisition of Roxgold by Fortuna, which was announced on April 26 of this year. Under the transaction, Fortuna will acquire all of the outstanding shares of Roxgold in exchange for the issuance of up to 110,128,963 common shares of Fortuna to Roxgold shareholders. As a result, former Roxgold shareholders will collectively hold approximately 36.4% of Fortuna and existing Fortuna shareholders will collectively hold approximately 63.6% of the combined company. Detailed information concerning the transaction including the full text of the share issuance resolution is set out in the company's information circular dated May 26, 2021. Participants of this meeting may view the resolution wording by clicking on the Documents icon. Unless there is an objection, I will dispense the reading of the entire share resolution -- issuance resolution. In order to be effective, this share issuance resolution must be approved by a majority of the votes cast by shareholders present by virtual attendance or represented by proxy at this meeting. May I have a motion regarding the share issuance resolution?

Mr. Chair. My name is David Laing. I move that the share issuance resolution as set forth in Schedule A through the company's information circular dated May 26, 2021, be approved.

Thank you, Mr. Laing. Will someone second the motion?

Mr. Chair, my name is David Farrell, and I second the motion.

Thank you, Mr. Farrell. You have now heard the motions. Mrs. Desaulniers, are there any questions on this motion?

Mr. Chair, we will now pause for a moment to allow for questions to be submitted. Mr. Chair, I confirm that we have not received any questions from shareholders, specifically on this motion.

Thank you. As previously noted, registered shareholders or their proxy holders can vote throughout this meeting by online ballot by selecting the applicable voting option on the voting panel displayed on the screens. If you have previously submitted a completed proxy, you will have voted in respect of the share issuance resolution and it is not necessary to vote again on this ballot. Agenda Item 7, presentation of financial statements. The next item of business is the presentation of the audited annual consolidated financial statements of the company for the year ended December 31, 2020. The financial statements have been filed and are available under Fortuna's profile on SEDAR and were mailed to shareholders who have requested a copy. Additional copies are available upon request. No action is required to be taken by the shareholders with respect to these financial statements. If there are any questions on the financial statements, I would ask that you hold them until the question-and-answer session after the formal business of this meeting. The next item of business is the appointment of Fortuna's auditors. May I have a motion to appoint the firm KPMG chartered accountants as the auditors of the company?

Mr. Chair, I move that KPMG LLP be appointed as auditors of the company until the next Annual General Meeting of Shareholders or until their successors are appointed and that their remuneration as such be fixed by the Board of Directors.

Thank you, Mr. Laing. Will someone second the motion?

Mr. Chair, I second the motion.

Thank you, Mr. Farrell. You have now heard the motion. Are there any specific questions on this motion? Mrs. Desaulniers, are there any questions on the motion?

Mr. Chair, I confirm there are no questions on the motion.

Thank you. As previously noted, registered shareholders or their proxy holders can vote throughout this meeting by online ballot by selecting the applicable voting option on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect of the appointment of the auditor and it is not necessary to vote again on this ballot. Agenda Item 9. The next item of business is to determine the number of directors of the company to be elected at this meeting. May I have a motion?

Mr. Chair, I move that the number of directors to be elected at this meeting be fixed at 6.

Thank you, Mr. Laing. Will someone second the motion, please?

Mr. Chair, I second the motion.

Thank you, Mr. Farrell. Are there any specific questions on this motion?

Mr. Chair, we will pause for a moment to allow for questions to be submitted. Mr. Chair, I confirm that we have not received any questions from shareholders, specifically on this motion.

Thank you. Agenda Item 10, election of Directors. The number of directors to be elected at the meeting is 6. The names and certain information on the proposed directors nominees are set out in the management information circular provided in connection with this meeting, and each proposed nominee is a current director and has consented to continue to act as a director of the Fortuna Board. The proposed nominees are myself, Jorge Ganoza Durant, Mr. David Laing, Mr. Mario Szotlender, Mr. David Farrell, Mr. Alfredo Sillau and Ms. Kylie Dickson. Have any questions come in from shareholders, especially on this item?

Mr. Chair, I confirm that we have not received any questions from shareholders, specifically on this motion.

Thank you. As previously noted, registered shareholders or their proxy holders can vote throughout this meeting by online ballot by selecting the applicable voting option on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you have already voted in respect to the election of directors and it is not necessary to vote again on this ballot. Agenda Item 11, closing of the polls and results of voting. If you are a registered shareholder or proxy holder and have not submitted your vote by ballot or proxy, please do so now by selecting the applicable voting option on the voting panel. We will pause briefly before closing the polls on all items of business. [Voting]

Thank you. The polls are now closed, and I will ask the scrutineer to compile the report regarding the results of voting and the Secretary to provide the report from the scrutineer.

Mr. Chairman, I have received the report from the scrutineer. The shareholders have voted in favor of each of the resolutions to be voted on at this meeting, and each motion has been duly carried.

Thank you. Accordingly, I declare the motion on the share issuance resolution, the full text of which is set forth in Fortuna's information circular, to be passed. I declare the motion on the appointment of KPMG as the company's auditors to have passed. I declare the number of directors determined at 6 and that each of management's nominees have been elected as directors for the ensuing year. A report disclosing the voting results in respect of each applicable item of business will be filed on SEDAR and disclosed in a press release following the meeting. As I noted at the outset, there will be an opportunity for shareholders and proxy holders to raise further questions during the question-and-answer session, following the conclusion of the formal portion of the meeting. As there is no further business to be brought before this meeting, I declare the meeting terminated. On behalf of the Board of Fortuna and Directors, I would like to thank our shareholders, employees and other stakeholders for their continued support. Now that the formal portion of the meeting has concluded, we would now like to take this opportunity to answer any questions that you may have. Have any questions come in from shareholders?

Mr. Chair, I confirm that we have not received any questions from shareholders.

Well, then that concludes today's meeting. I would like to thank everyone for attending.

This concludes today's conference call. Thank you for participating. You may now disconnect.