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

Hello, and welcome to the Annual General Meeting of Shareholders of Galiano Gold Inc. Please note today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of the same. If you disclose personal information of any other person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all the prior consent for disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. It is now a pleasure to turn today's meeting over to Matt Badylak, President and Chief Executive Officer. The floor is yours.

Thank you, operator. Ladies and gentlemen, welcome to the 2022 Annual General Meeting of Shareholders of Galiano Gold. My name is Matt Badylak, President and CEO of the company. And with the consent of the meeting, I will Chair this Annual General Meeting. Also in attendance with me is the company's Chief Financial Officer, Matthew Freeman. We will first conduct the business of the meeting, and once that is concluded, I would be happy to take any questions from registered shareholders or duly appointed proxy holders who are attending the call. Please note that if you're attending the call as a guest, you will not be able to ask questions following the formal portion of the meeting. Unless there are any objections, I'll appoint Trevor Simpson, an associate at Blake, Cassels & Graydon LLP, legal counsel of the company, to act as recording secretary of the meeting. With the consent of the meeting, I will also appoint [ Diana Hinton Steininger ] of Computershare Investor Services Inc., the company's transfer agent, to act as scrutineer of the meeting. Hearing no objections, I will now provide some procedural information regarding the meeting. [Technical Difficulty]

Please hold for a moment.

Okay, hello. Operator, have you got me back?

Yes, sir, you may proceed.

Okay. I apologize for that to the attendees, I seem to have dropped out on the call. So I think I dropped out upon the procedural aspect of the meeting, and I'll restart there. The company is holding this meeting in a virtual-only format. Shareholders will have the opportunity to participate and vote at the meeting through Computershare's online meeting platform. Voting on matters before today's meeting will be conducted by the following procedure. Voting on all matters will be conducted by electronic ballot through the online system. Only registered shareholders and duly appointed proxy holders who have properly logged in with their 15-digit control number or invitation code will be able to vote on each item of business. To vote, simply click on your choice of for or withhold or against as applicable. A confirmation message will appear to show your vote has been received. To change your vote, simply change your selection. The votes you have submitted on each polling item at the time the poll closes will be recorded. Totals of in favor or against or withheld, as the case may be for each resolution item, will be tallied by the scrutineer once the voting is completed, and the Chair will report on the preliminary outcome of all motions at the end of the meeting. We remind you that if you are a registered shareholder and you have already voted by proxy, unless you wish to change your vote, you do not need to vote again. Those in attendance who have registered as guests are not able to move motions, submit any questions, vote or take any other action. You may vote on the online platform by clicking the vote button once the polls are open to cast your vote. Once the polls close, your votes will be automatically submitted and the resolution will reflect closed on the virtual meeting site. For efficiency, we'll be opening up all polls on the matters that will be voted on at the beginning of the meeting once quorum is established and will close these polls after the last matter has been dealt with. Questions or objections in respect of a motion can be submitted by any registered shareholder or any duly appointed proxy holder using the instant messaging service of the online interface. Please note that there may be a slight delay in questions being submitted to us. If you feel you do not have enough time, please indicate that you have a question using the instant messaging service, and we'll pause the meeting until you have had an opportunity to ask your question. Although questions can be submitted throughout the meeting, I encourage you to submit your questions early on, and one at a time, that will be addressed at the appropriate time during the meeting. Only questions on topics related to today's subject matter will be addressed. We request that questions be kept short and to the point. There will be a more general Q&A session after the formal business of this meeting is completed. To expedite the meeting in accordance with the articles of the company, all moved motions and no motions need to be seconded. I now ask that this Annual General Meeting come to order. Mr. Simpson, do we have a quorum?

Thank you, Mr. Chairman. I've got the scrutineer's preliminary report on attendance, which states as follows: There are 0 shareholders present in person at the meeting, 88 shareholders with 88 shares represented by persons present, 156,926,623 shares represented by proxy, for a total of 156,926 -- I'll try that again, 156,926,623 shares represented at the meeting, which represents 69.76% of the outstanding shares of the company.

Thank you, Trevor. Trevor, can you please table the notice of this meeting and declaration of mailing?

So tabled.

The Notice of Meeting and all proxy-related material were mailed to the shareholders in accordance with the company's articles and applicable laws. I have an affidavit as to such mailing, which is available for inspection by any shareholder. In view of this, unless there is any objection, we will dispense with the reading of the Notice of the Meeting. Seeing no objection, with the consent of the meeting, I will dispense with the reading of the Notice of the Meeting. With the Notice of the Meeting being given in accordance with the articles and applicable law and a quorum being present, I declare this meeting to be duly called and properly constituted for the transaction of business. The polls are now open. The minutes of the last Annual General Meeting held on June 11, 2021, are filed in the minute book and available for inspection. Unless there is an objection, we will dispense with the reading of the minutes of the last Annual General Meeting of the company. Seeing no objection, the minutes of the last Annual General Meeting of the company will be taken as read and approved. I now submit the company's audited financial statements for the financial year ended December 31, 2021, the auditor's report thereon and the related management discussion and analysis, which together constitute the company's annual financial statements. The company's annual financial statements were mailed to all shareholders who requested a copy and are available on SEDAR at www.sedar.com or upon request to the Chief Financial Officer and Corporate Secretary of the company. Unless someone specifically requests, the auditor's report will not be read at this meeting. I declare that the audited financial statements of the company for the financial year ended December 31, 2021, the auditor's report thereon and the related management discussion and analysis are received by the shareholders and accepted as presented. The next item of business is the election of directors for the ensuing year. The number of directors to be elected to the Board to hold office for the ensuing year is set at 7. Therefore, on behalf of management, I nominate the following 7 persons for the election to the Board for the ensuing year: Paul N. Wright, Gordon J. Fretwell, Michael Price, Judith Mosely, Dawn Moss, Greg Martin and myself, Matt Badylak. Each of the persons nominated was named in the management information circular prepared for this meeting and has consented in writing to act as a director. The articles of the company include advance notice provisions and no further individuals were nominated for the position of director in accordance with these articles. Accordingly, management's nominees proposed for elections as set out in the information circular prepared for this meeting are all the director nominees. I will now pause briefly and our shareholders and proxy holders present to vote on the election of directors if you have not already done so. [Voting]

As noted earlier, preliminary voting results for all resolutions will be summarized at the end of the meeting. I'll now move on to the next item of business. The next item of business is the appointment and remuneration of the auditor for the ensuing year. I now move that KPMG LLP chartered accountants be appointed auditor of the company to hold office until the close of the next Annual General Meeting and that the Board of Directors of the company be authorized to fix the auditor's remuneration. The last item of business is the company's advisory note on the company's approach to executive compensation. So without further ado, I present the resolution. Be it resolved that on an advisory basis and not to diminish the roles and responsibilities of the Board of Directors of the company, the shareholder of the company -- the shareholders of the company accept the approach to executive compensation disclosed in the management information circular of the company dated April 27, 2022, delivered in advance of the 2022 Annual General Meeting of Shareholders of the company. I will now move that the resolution with respect to the advisory vote on the company's approach to executive compensation be approved. Voting on all resolutions has now closed. We will now pause for a moment while the scrutineer completes the preliminary tabulation.

This is Computershare. I can confirm that the tabulation is complete.

Thank you, [ Diana ]. I've now been advised that the scrutineer has completed the tabulation of votes for all resolutions. Based on the preliminary tabulation, I declare that the requisite majorities have been obtained for the election of the nominated directors, the appointment and remuneration of the auditor and the advisory vote on the executive compensation. The detailed voting results of this meeting will be posted on the company's SEDAR profile after the meeting. As all the business of this meeting has now been completed, I'd like to propose that the meeting be now closed and will hand over the meeting to the operator.

This concludes the meeting. You may now disconnect.