Galiano Gold Inc. (GAU) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by. And welcome to the Asanko Gold Inc. Annual General and Special Meeting 2020. [Operator Instructions] I would now like to turn the conference over to Mr. Greg McCunn. Please go ahead, sir.

Thank you very much. Ladies and gentlemen, I'd like now to call the meeting to order. I'm also the Chief Executive Officer and a Director of the company. Also in attendance with me here in our Vancouver Boardroom is our company's EVP and CFO, Fausto Di Trapani. So just to get started, I will appoint Andrew McLeod, a partner at Blakes to act as the recording Secretary for the meeting. We'll also appoint [ Diana Wu ] of Computershare to act as the Scrutineer of the meeting. So just a few words about the procedure today. Obviously, this is a virtual meeting. So there are a few special procedures. But just of note, we do not have any registered shareholders on the call other than the proxies that we hold here in the room. So this will be a fairly short meeting. There won't be much different than a normal AGM that takes place in person. But as -- only registered shareholders may move motions, ask questions, vote or take any of the actions at this meeting. And as it's a virtual meeting, as I said, we are in different locations, but this will not be too much different than our normal procedures as all the registered shareholders are here in person. [Operator Instructions] But in the absence of that, we will now confirm that we have a quorum, Andrew?

Yes, Greg, I have a report from the Scrutineer indicating that we have a total of 98 shareholders attending the meeting by proxy, representing a total of 170,096,603 shares or 75.82% of the total outstanding shares. So we have a quorum.

Thank you very much, and we'll take the notice of meeting and the declaration of mailing as tabled.

They're tabled.

So the notice of meeting and all proxy -- thank you. The notice of meeting and all proxy-related materials were mailed to the shareholders. Could I have a motion that the reading of the notice of meeting be dispensed with, Fausto?

So moved.

Thank you. So we'll dispense with the reading of the notice of the meeting, and I declare the meeting to be duly called and properly constituted for the transaction of business. So first up, the minutes of the last Annual General Meeting, which was held on June 7, 2019. Those are filed in the minute book. We will dispense with the reading of the minutes, and we'll take those as read and approved. Now moving to the financial statements. We'll submit the company's financial statements for the financial year ended December 31, 2019, the auditor's report and the related MD&A, which together constitute the company's annual financial statements. These were all mailed to shareholders who requested a copy, and they're also available on SEDAR. So with that, I'll declare that the financial statements of the company are received by the shareholders and accepted as present. The next item of business is to set the number of Directors at 7 for the ensuing year. May I have a move -- a motion, Fausto?

So moved.

Thank you. Considering, again, that all shareholders are here present in the room. I'll say all those in favor, aye. [Voting]

Thank you. I declare the motion carried. Next item of business is the election of Directors for the ensuing year, and I will nominate the following 7 persons for elections to the Board. Those being Paul Wright, Marcel de Groot, Gord Fretwell, Shawn Wallace, Michael Price, Judith Mosely and myself. Again, all those in favor, aye. [Voting]

Thank you. Congratulations to the Directors. I'll declare that motion moved and the Directors to be elected to hold office until the next Annual General Meeting of the company or until their successors are elected or appointed. The next item of business is for approval of the amendments to the amended share option plan. So I'll request a motion for that to be approved.

So moved.

Thank you. All those in favor, aye. [Voting]

And I'll declare that motion carried as well. We'll move on to the next item of business, which is to consider and vote on the resolution to approve the unallocated entitlements under the company's amended share option plan. Can I have a motion to approve that as well, Fausto?

So moved.

Thank you. All those in favor, aye. [Voting]

And we'll declare the motion carried. So the next item is to consider and vote on the adoption of the company's share unit plan. Fausto, may I have a motion to that extent as well?

So moved.

Thank you. And all those in favor, aye. [Voting]

I'll declare that motion carried as well. Next item up on the agenda is the appointment of the auditors for the next year. So I'll request a motion that KPMG Chartered Accountants be appointed auditor of the company to hold office until the close of the next Annual General Meeting and a remuneration to be fixed by the Board. Fausto?

So moved.

Thank you. All those in favor, aye. [Voting]

And I declare that motion carried as well. The next item is to consider a special resolution to amend the notice of article and the articles of the company in order to change the company's name from Asanko Gold Inc. to Galiano Gold Inc. I'll request a motion on that, Fausto.

So moved.

Thank you. All those in favor, aye. [Voting]

And we'll declare that motion carried as well. Moving on, the next item of business is to consider a special resolution to amend the notice of articles of the company to remove preferred shares from the authorized share capital of the company. May I have a motion, Fausto?

So moved.

Thank you. All those in favor, aye. [Voting]

And we'll declare that motion carried. Next is to consider a special resolution to replace the current articles of the company with new articles. A copy of the proposed articles was attached to the information circular, which was mailed to shareholders in respect to this meeting. Could I have a motion to approve that, Fausto?

So moved.

Thank you. All those in favor, aye. [Voting]

And I declare that motion carried as well. And then our last item up on the agenda here for business is the company's initial advisory vote on the company's approach to executive compensation. I will read the resolution. Be it resolved that on an advisory basis and not to diminish the role and responsibilities of the Board of Directors of the company, the shareholders of the company accept the approach to executive compensation disclosed in the management information circular of the company dated March 17, 2020, delivered in advance of the 2020 Annual General and Special Meeting of the Shareholders of the company. Could I have a motion to approve that resolution, Fausto?

So moved.

Thank you. All those in favor, aye. [Voting]

And I'll declare that motion carried as well. I believe that is all of the business completed. So could I have a motion to close the meeting, Fausto?

So moved?

Thank you. All those in favor, aye. [Voting]

And thank you. I declare the motion carried and the meeting concluded. Thank you very much for attending.

Ladies and gentlemen, this concludes today's meeting. Thank you for your participation. You may now disconnect.