International Tower Hill Mines Ltd. (ITH) Earnings Call Transcript & Summary

Good morning. This is Karl, CEO of ITH.

Hey, Karl, it's Marcelo Kim. Good morning. I heard a lot of beeps. I'm just going to assume everybody is on.

Well, let's take attendance for the board members, Marcelo as well as -- who are in.

I'm just going to do a quick roll call then. Steve -- Steve Lang, you there?

Yes. I am.

Okay. Tony Drescher?

Yes. I am, Marcelo.

Karl is here. Stuart Harshaw?

Yes. I am.

Tom Weng?

Yes, sir.

Chris Papagianis? I mean I'll message him. But he should be on. And do we have, Dave Cross, Debbie Evans, Richard Solie and Robin Mahood.

Dave here.

Debbie here.

Robin, here as well.

Good. All right. Well, I think we have a quorum, so we'll get started. Karl, let's start with you.

That sounds good. And Chris Papagianis, if you come on or are on, let us know, please. Okay. Go ahead, Mr. Marcelo.

All right. The quorum for the transaction of business at a meeting of shareholders is 2 persons who are or who represent by proxy shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting. Issued capital at record date is [ 195,318,184 ] common shares. Quorum is 5% being 9,765,660 common shares. Welcome to the 2022 Annual General Meeting of the International Tower Hill Mines. My name is Marcelo Kim and I'm the Chair of the Board of Directors of ITH. I will be the Chair of the meeting. If there are no objections, I'll appoint Robin Mahood of McCarthy Tétrault, counsel to the company to act as Secretary. I now call the meeting to order. In order to expedite the formal business of the meeting, I will propose all motions, and a seconder is not required. Unless a poll is required by law or otherwise requested by a shareholder, a proxy holder on a particular motion, all motions will be decided by a show of hands and/or verbal confirmations. Each of Karl Hanneman, the Chief Executive Officer of the company; and Rick Solie, Manager of Investor & Community Relations has been duly appointed as a proxy representative and is present in-person at the meeting. Shares held by shareholders who have appointed Karl and Rick as their proxy representatives will be voted in accordance with their instructions. I have the statutory [ declaration ].

[indiscernible]

Pardon me. Who's that? Excuse me. Before anybody speaks, they should identify themselves. But at this point, it should just be the Chairman speaking. So go ahead, Mr. Chairman.

All right. Thanks, Karl. I have the statutory declaration confirming the mailing of the notice of meeting and associated proxy materials. I move that the reading of the notice of the meeting be dispensed with. Is there any discussion on the motion? All registered shareholders or duly appointed representatives in favor of the resolution, please signify by raising your right hand or by verbal confirmation. [Voting]

Approved.

Polls closed. The motion is carried. Pam Hosfield of Computershare Investor Services Inc. will act as scrutineer. I will now ask the Secretary to read that report to the meeting. Pam -- or Pam -- or is it going to be Pam or Robin?

It'll be Pam.

All right.

Can you hear me?

Yes.

Okay. So there's 2 shareholders in-person holding 100,000 shares. There's -- let me just see here. 71 by proxy, holding new 138,694,120 shares. He's got total of 73 shareholders holding 138,794,120 shares that represents 71.06% of the outstanding.

The preliminary report of the scrutineer indicates that a quorum is present. Notice having been given in the proper manner, I declare that this meeting is duly called and is now ready for the transaction of business. I direct that the final report of the scrutineer be filed with the minutes of this meeting. I have a copy of the minutes taken at the last meeting of shareholders held on May 25, 2021, available for any shareholder to read. I'd move that these minutes be taken as read and approved in such form. Is there any discussion on the motion?

None here.

All registered shareholders or duly appointed representatives in favor, please signify by raising your right hand or by verbal confirmation. [Voting]

So approved.

Approved.

All right. Polls closed. The motion is carried. I now present the audited financial statements of the company and the auditor's report thereon for the fiscal year ended December 31, 2021. I move that the reading of the auditor's report be dispensed with. Is there any discussion on the motion? All registered shareholders or duly appointed representatives in favor of the resolution, please signify by raising your right hand or by verbal confirmation. [Voting]

So approved.

Approved.

Approved.

Those opposed? All right. The motion is carried. The number of directors of the company have been determined at 7. Accordingly, there are 7 directors to be elected at this meeting. Each of management's nominees is listed in the proxy statement prepared in connection with this meeting, has consented to act as a director of the company. The company's nominees directors are: Anton Drescher, Karl Hanneman, Stuart Harshaw, Marcelo Kim, Stephen Lang, Chris Papagianis; Thomas Weng. Are there any further nominations? Hearing none, I declare the nominations closed and move that the management nominees listed in the proxy statement be elected as directors of the company for the ensuing year or until their successors are elected or appointed. All registered shareholders, duly appointed representatives in favor of the resolution, please signify by raising your right hand or by verbal confirmation. [Voting]

So approved.

Approved.

All those withholding. Motion is carried. Davidson & Company LLP, the current auditors for the company are proposed as auditors for the company for the fiscal year ending December 31, [Indiscernible]. Accordingly, I move that Davidson & Company be appointed auditors for the company for the fiscal year ending December 31, 2022, and that the directors be authorized to fix the auditor's remuneration. Is there any discussion on the motion? All registered shareholders are duly appointed representatives in favor of the resolution, please signify by raising your right hand or by verbal confirmation. [Voting]

Approved.

Approved.

All those withholding their votes. The motion is carried. Section 14A of the U.S. Securities Exchange Act of 1934 requires a company not less frequently than every 3 years to hold a vote also known as a say-on-pay vote on an advisory nonbinding resolution approving the compensation of executives. The company's current policy is to hold a say-on-pay vote on an annual basis. Details of the compensation of the company's executives are disclosed in the company's proxy statement prepared for this meeting. Accordingly, I move as an advisory nonbinding resolution that the compensation paid for the company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion is hereby approved. Is there any discussion on the motion? All registered shareholders or duly appointed representatives in favor of the resolution, please signify by raising your right hand or by verbal confirmation. [Voting]

Approved.

Approved.

Approved.

Those oppose? The motion is carried. Is there any other business that may be properly brought before this meeting? As there is no further business that may be properly brought before this meeting, I declare the meeting terminated.

Thanks very much, Mr. Chairman.

Thank you all.

Thank you very much. Yes.

Okay. Thank you.

Thanks.