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

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 207,885,473 common shares. Quorum is 5% being 10,394,274 common shares. Welcome to the 2025 Annual General Meeting of 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 will appoint Robin Mahood, McCarthy Tétrault LLP, 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 or proxy holder on a particular motion. All motions will be decided by show of hands and/or verbal confirmations. Each of Karl Hanneman, the Chief Executive Officer of the company; and Thomas Weng, a Director of the company, has been duly appointed as proxy representative and is present in person at the meeting. Shares held by shareholders who have appointed Karl and Tom as their proxy representatives will be voted in accordance with their instructions. I have the statutory declaration confirming the mailing of the notice of the 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.

Those opposed? The motion is carried. Pam Hosfield of Computershare Investor Services Inc. will act as scrutineer. I now ask the Secretary to read that report to the meeting.

We have 2 shareholders in person representing 50,000 shares, 80 shareholders representing by proxy, holding approximately 161 million shares for a total of 161,072,576 shares, representing 77.448% of the issued and outstanding shares, all of which notifies the quorum requirements.

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 will 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 29, 2024, available for any shareholder to read. I move that these minutes be taken as read and approved in such form. Is there any discussion on the motion? All registered shareholders or duly appointed representatives in favor, please signify by raising a right hand or by verbal confirmation. [Voting]

Approved.

Those opposed. 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, 2024. 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]

Approved.

Those opposed. The motion is carried. The business and affairs of the company are managed under the direction of the board, which is currently composed of 6 members, including Anton Drescher, Karl Hanneman, Stuart Harshaw, Marcelo Kim, Dr. Edel Tully and Thomas Weng. Accordingly, there are 6 directors to be elected at this meeting. Each of management's nominees as 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 as directors are: Anton Drescher, Karl Hanneman, Stuart Harshaw, Marcelo Kim, Edel Tully, 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 or duly appointed representatives in favor of the resolution please signify by raising your right hand or by verbal confirmation. [Voting]

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 ended December 31, 2025. Accordingly, I move that Davidson & Company be appointed auditors for the company for the fiscal year ending December 31, 2025, and that the directors be authorized to fix the auditor's remuneration. 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.

All those withholding. The motion is carried. Section 14A of the U.S. Securities Exchange Act of 1934 requires the 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 were disclosed in the company's proxy statement prepared for this meeting. Accordingly, I move as an advisory nonbinding resolution that the compensation paid to 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.

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