Ivanhoe Mines Ltd. (IVN) Earnings Call Transcript & Summary

June 22, 2023

Toronto Stock Exchange CA Materials Metals and Mining shareholder_meeting 32 min

Earnings Call Speaker Segments

Peter Meredith

executive
#1

Good morning, everyone. On behalf of the Board of Directors and management team, I welcome you to this Annual General and Special Meeting of the Shareholders of Ivanhoe Mines Limited. My name is Peter Meredith. I'm a Director of the company and I'll be chairing in today's meeting. Mary Vincelli, our Vice President, Compliance and Corporate Secretary, will act as recording Secretary of today's meeting. And further, I would ask that Leslie McFarland of Odyssey Trust Company act as scrutineer. Mary, would you please introduce the other colleagues who will be joining us today.

Mary Vincelli

executive
#2

I am pleased to advise that participating in the meeting today is Marna Cloete, President; David Van Heerden, Chief Financial Officer; Matthew Keevil, Director of Investor Relations and Communications; Tanya Todd, Manager of Marketing and Corporate Communications; and Victor Gerchikov of Stikeman Elliott, our external counsel.

Peter Meredith

executive
#3

Thank you, Mary. Whether you're joining us today virtually using the Lumi platform or joining us in person, we thank you for being shareholders and participating in our meeting. We will proceed with the formal portion of the meeting first and then we'll have a period set aside for Marna's presentation on the company and its projects. You will then have an opportunity to submit questions and we'll do our best to answer them. If we do not get to your question today, you are welcome to contact Matthew once the meeting has concluded. I will now ask Mary to explain certain administrative points that are key to our meeting.

Mary Vincelli

executive
#4

Only registered shareholders who held shares in their name as of May 3, 2023, the record date of this meeting or their validly appointed proxy holders are entitled to vote at this meeting. If you logged in as a guest, you will not be able to vote in the virtual Lumi platform. The vast majority of shareholders have chosen to submit their votes by proxy in advance of this meeting. If you're one of those shareholders and do not wish to change your vote, no further action is required from you for the duration of the meeting. Voting during this meeting can be conducted through the Lumi platform or in person today. We will conduct the votes on all matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has 1 vote in respect of each share entitled to be voted on the matter and held by that shareholder. Through the Lumi platform, the poll will be open for all resolutions at the same time. You will then choose to vote on individual agenda items at the time they are presented or you can cast your vote on all agenda items immediately. Once discussion on all items of business has concluded, we will give you 1 additional minute to finish entering your votes, following which we will declare voting closed on all resolutions. We will then confirm with the scrutineer whether sufficient votes have been cast in respect of all items of business that are presented today. There will be an opportunity to ask questions on each resolution in turn. We will address questions with respect to individual agenda items in turn, while such items are formally brought before the meeting. And will address more general questions during the question-and-answer session following the completion of the formal part of the meeting. Questions in respect of a motion can be submitted by any registered shareholder or validly appointed proxy holder using the instant messaging service of the virtual platform. Please note that there will be a slight delay in the publication of the communications received. When submitting questions, please identify whether it is related to a motion being considered as part of the formal business of the meeting or whether it is general in nature. Please also indicate your name, which entity you represent, if any and confirm that you are a registered shareholder or a validly appointed proxy holder. Again, we will address questions directly related to a particular motion at the appropriate time of the meeting and save general questions until after the formal business has been completed. Questions with common themes may be grouped together for efficiency. The final results of the meeting will be available on SEDAR later today and will also be available on our website. Thank you for your time. Peter, will now begin the meeting.

Peter Meredith

executive
#5

I now table proof that the mailing of the notice calling this meeting, the form of proxy and the management proxy circular, as well as the audited consolidated financial statement, auditors' report and MD&A, each for the financial year ended December 31, 2022, to those shareholders that requested them, has been completed in accordance with the company's articles and in accordance with applicable securities laws. I direct that a copy of the confirmation of mailing be kept by the Secretary with the records of this meeting. I now move that unless specifically requested that the reading of the notice calling this meeting be dispensed with. May I have a seconder?

Matthew Keevil

executive
#6

Peter, this is Matthew and I second the motion.

Peter Meredith

executive
#7

Thank you, Matthew. I declare the motion carried. I've been advised by the scrutineer based upon their attendance report that there is a quorum present at this meeting being at least 2 persons present who are or who are represented by proxy, shareholders who, in the aggregate, hold at least 25% of the issued shares entitled to vote at this meeting. I now call on Mary to read the scrutineers' report on attendance.

Mary Vincelli

executive
#8

We are pleased to report that there are 97 shareholders and/or proxy holders holding 1,078,863,017 Class A common shares represented in person or by proxy at this meeting. This represents 88.6% of the 1,217,793,042 issued and outstanding Class A common shares entitled to vote at this meeting.

Peter Meredith

executive
#9

Thank you, Mary. I asked that Mary append the scrutineer's report as a schedule to the minutes of this meeting. I declare that this meeting is now regularly called and properly constituted for the transaction of business. Voting is now open for those who have logged in with their control number on the Lumi platform. First matter of business is the presentation of the audited consolidated financial statements of the company and the auditors' report thereon for the financial year ended December 31, 2022, copies of which have been mailed to all shareholders who have requested to receive them in accordance with the requirements of applicable Canadian securities legislation. The financial statements have been reviewed and approved by the company's Audit Committee and the Board of Directors. And unless specifically objected to at this meeting, will be taken as read. I will now pause to allow Mary to check whether there is any online questions on this item. Since there is no discussion regarding the audited consolidated financial statements or auditors' report, I shall consider them taken as read and submitted to this meeting. The next item of business is to set the number of directors for the ensuing year. I now move to set the number of directors of the company at 11 for the ensuing year. May I have a seconder, please?

Mary Vincelli

executive
#10

This is Mary and I second the motion.

Peter Meredith

executive
#11

I'll now pause and allow Mary to check whether there's any online questions.

Mary Vincelli

executive
#12

Peter, there's no questions on this item.

Peter Meredith

executive
#13

Thank you, Mary. If you're a shareholder or a proxy holder who is using Lumi to vote on this matter, you may do so now. If you have previously voted on this matter and do not wish to change your vote, no further action is required. I'll pause briefly to allow for voting. [Voting]

Peter Meredith

executive
#14

Thank you. I will now proceed with the election of directors. I'll ask Mary to explain this item.

Mary Vincelli

executive
#15

As set out on Page 8 of the management proxy circular of the company, management has nominated the following 11 individuals to hold office as directors of the company until close of business of the next Annual General Meeting of the company or until their successors are elected or appointed: Robert Friedland, Yufeng Miles Sun; Tadeu Carneiro; Jinghe Chen; William B. Hayden; Martie Janse Van Rensburg; Manfu Ma; Peter G. Meredith; Kgalema P. Motlanthe; Phumzile Mlambo-Ngcuka and Delphine Traore. To be passed, the resolution to elect each director require the approval of a simple majority of the votes cast at this meeting. As set out in the company's majority voting policy, each director who receives a greater number of votes withheld than for, must submit their resignation promptly after the meeting for the Nominating and Corporate Governance Committee's consideration. The Board of Directors will determine based on the recommendation of such committee, whether or not to accept such director's offer to resign. Pursuant to the advance notice provision contained in Section 14.12 of the company's articles, only individuals nominated in accordance with the procedures set out in the advance notice provision are eligible for election as directors of the company. Such procedures include providing timely notice of such nomination.

Peter Meredith

executive
#16

As no notice of such nominations was received by the company, there are no further nominations and I declare the nominations be closed. I move that the management nominees as presented be elected directors of the company to hold office until close of business of the next Annual General Meeting or until successors are elected or appointed. Do I have a seconder, please?

Matthew Keevil

executive
#17

Peter, this is Matthew. I second motion.

Peter Meredith

executive
#18

Thank you, Matthew. In accordance with the company's majority voting policy, we will now vote individually for each of the director nominees. I will now pause to allow Mary to -- now pause to allow Mary to check whether there's any online question.

Mary Vincelli

executive
#19

Peter, there are no questions on this item.

Peter Meredith

executive
#20

If you're a shareholder or a proxy holder, is using Lumi to vote on this matter, you may do so now. If you have previously voted on this matter and do not wish to change your vote, no further action is required. We will pause briefly to allow for voting. [Voting]

Peter Meredith

executive
#21

Thank you. We will now move to the next matter. It is time for the meeting to appoint auditors to hold the office for the ensuing year and to authorize the directors to fix their remuneration. I move that PricewaterhouseCoopers Inc, Chartered Accountants, be appointed the auditors of the company to hold office for the ensuing year and that the directors be authorized to fix their remuneration. May I have a seconder?

Matthew Keevil

executive
#22

Peter, this is Matthew and I second the motion.

Peter Meredith

executive
#23

Thank you, Matthew. And then I'll pause for a moment to allow Mary to check whether there's any online questions.

Mary Vincelli

executive
#24

I confirm there are no questions on this item.

Peter Meredith

executive
#25

Thank you, Mary. If you're a shareholder or a proxy holder using Lumi to vote on this matter, you may do so now. If you previously voted on this matter and do not wish to change your vote, no further action is required. I will pause briefly to allow for voting. [Voting]

Peter Meredith

executive
#26

Okay. The next item of business is to consider and if deemed advisable, approved with or without variation an ordinary resolution, the full text of which is set out on Page 10 of the company's management proxy circular approving proposed amendments to the company's amended and restated employees and directors' equity incentive plan. We will dispense with the reading of the resolution unless specifically requested by any shareholder or proxy holder. I now move that the ordinary resolution to amend the amended and restated employees and directors' equity incentive plan as described in the management proxy circular be approved. May I have a seconder?

Matthew Keevil

executive
#27

Peter, this is Matthew. I second the motion.

Peter Meredith

executive
#28

Thank you, Matthew. We'll now pause for a moment. Mary will you check if there's any online questions?

Mary Vincelli

executive
#29

Well, there are no questions on this item.

Peter Meredith

executive
#30

Thank you, Mary. If you're a shareholder or a proxy holder using Lumi to vote on this matter, you may do so now. If you've previously voted on this matter and do not wish to change your vote, no further action is required. I will pause briefly to allow for voting. [Voting]

Peter Meredith

executive
#31

The next item of business is to consider and if deemed advisable approve with or without variation, an ordinary resolution, the full text of which is set forth on Page 11 of the company's management proxy circular, approving the company's deferred share unit award plan, which includes proposed amendments to the plan. We will dispose of the reading of the resolution unless specifically requested by any shareholder or proxy holder. I now move that the ordinary resolution approving the share unit plan as described in the management proxy circular be approved. May I have a seconder?

Matthew Keevil

executive
#32

Peter, I second the motion.

Peter Meredith

executive
#33

Okay. Let's pause for a moment and allow Mary to check whether there's any online questions.

Mary Vincelli

executive
#34

There are no questions on this item.

Peter Meredith

executive
#35

Thank you, Mary. If you're a shareholder or a proxy holder using Lumi to vote, you may do so now. If you have previously voted on the matter and do not wish to change your vote, no further action is required. The next item of business is to consider and if deemed advisable, approve with or without variation, an ordinary resolution, the full text of which is set forth on Page 12 of the company's management proxy circular, approving amendments to the terms of the previously granted stock options to 2 insiders. We will dispense with the reading of the resolution unless specifically requested by any shareholder. I now move that the ordinary resolution approving the company to amend the stock option to grant insiders as described in the management proxy circular be approved. May I have a seconder?

Matthew Keevil

executive
#36

Peter, I second the motion.

Peter Meredith

executive
#37

Okay. Mary, are there any online questions?

Mary Vincelli

executive
#38

There are no questions on this item.

Peter Meredith

executive
#39

Thank you, Mary. If you're a shareholder or a proxy holder who is using Lumi to vote on this matter, you may be so now. If you have previously voted on the matter and do not wish to change your vote, no further action is required. I will now pause for 1 minute and ask that all shareholders and proxy holders finish voting on all items presented as we will be closing voting in 1 minute. [Voting]

Peter Meredith

executive
#40

Okay. Thank you. I confirm that the voting is now closed. We will pause 1 minute to allow the scrutineer to advise us if sufficient votes have been cast in favor of all the items of business that were presented today, preliminary results of this.

Mary Vincelli

executive
#41

I have received confirmation that the scrutineer -- that the company has received sufficient votes in favor of each item to carry each motion.

Peter Meredith

executive
#42

Accordingly, I hereby confirm that all motions presented at this meeting were carried. Voting results for the election of directors will be provided in a news release, which will be issued later today and will be available under the company's SEDAR profile along with the comprehensive report of voting results. Is there any other business that anyone present wishes to properly bring to the attention of the meeting? I will now pause and allow Mary to check online if there's any business to be brought before the meeting.

Mary Vincelli

executive
#43

Peter, there is no other business to be brought forward.

Peter Meredith

executive
#44

As there is no further business to be brought before the meeting, I will ask for a motion that this meeting be terminated.

Matthew Keevil

executive
#45

Peter, this is Matthew. I move that this meeting be terminated.

Peter Meredith

executive
#46

Thank you, Matthew. I declare the motion carried. This concludes the formal portion of the meeting. I would like to thank you [Audio Gap] meeting today. I will now begin with -- we will now begin with Marna's brief presentation on the company's development over the past year. The question-and-answer session will immediately follow. Now over to Marna to begin the presentation.

Martie Cloete

executive
#47

Thank you, Peter and good morning and good afternoon to all our shareholders joining us today. The presentation will contain some forward-looking statements. The forward-looking statements disclaimer is currently on the screen and can be viewed in its entirety on the company's website at www.ivanhoemines.com. So 2022 was indeed a banner year for Ivanhoe Mines. At Kamoa-Kakula, had marked our first true financial year of production. We also successfully brought our furnace steel plant online ahead of schedule and on budget. During the year, we produced close to 324,000 tonnes of payable copper. And subsequent to the '22 year, we also completed the debottlenecking program ahead of schedule. This will enable annualized production of 450,000 tonnes of copper ahead of the commissioning of Phase 3, at the end of 2024, where after our annualized production will increase to 650,000 tonnes of copper. Our Phase 3 expansion at Kamoa-Kakula is tracking well against guidance and is earmarked for completion at the end of 2024. Phase 3 includes an additional plant with a capacity of 5 million tonnes per annum at the Kansoko mining area, a direct-to-blister smelter with a capacity of 500,000 tonnes of blister anode and the expansion of the Kamoa mining footprint area. In the beginning of 2022, we also announced our exceptional results for the Platreef independent feasibility study. We have completed the first production shaft and started with underground development. We also completed the 79-meter base of Shaft 2, where a pilot hole is currently being drilled. The Platreef project remains on track for first production in the third quarter of 2024. At Kipushi, we managed to reach agreement with our joint venture partners, Gecamines, on the development path for the project. We also commenced with construction activities in 2022 and in 2023, we entered into a term sheet for a $250 million offtake financing facility with Gecamines and Glencore. This project also remains on track for first production in the third quarter of 2024. But we're particularly excited about our exploration efforts and allocated significant budgets towards extensive programs at both the Western Foreland adjacent to Kamoa-Kakula in the DRC, as well as the Mokopane feeder adjacent to our Platreef project. Driven by Kamoa's strong financial results, Ivanhoe Mines recorded adjusted EBITDA of $489 million in 2022, which was up from $148 million in 2021. Ivanhoe's share of Kamoa-Kakula's EBITDA amounted to just over $550 million in 2022. And while development costs that Platreef and Kipushi were capitalized, Ivanhoe continued the exploration efforts on the Western Foreland and elsewhere, spending approximately $34 million. We expect that EBITDA to continue to grow organically in 2023 and beyond, with the debottlenecking at Kamoa-Kakula completed in the first quarter of 2023 and operational results from Platreef and Kipushi reflecting in our results when their production commences next year. And of course, there will be another step-up in EBITDA once Kamoa's Phase 3 expansion is complete. If we look at Kamoa-Kakula on a stand-alone basis, the statistics are, we produced approximately 324,000 tonnes of payable copper. We earned $2.1 billion in revenue. And a fun fact, Kamoa-Kakula contributed close to 4% of the GDP of the DRC in 2022. It was its first full financial year of production. That's remarkable. Kamoa-Kakula's EBITDA was $1.4 billion, of which just over $550 million was attributable to Ivanhoe Mines. Profit attributable to joint venture partners were [ $513 million ] and finance income receivable through venture partners from Kamoa was $254 million. In May of 2023, we published our sixth annual sustainability report. Our group-wide sustainability team have gone to great lengths to showcase the work we do. But the statistics and picture speaks for themselves. I will highlight only a few and invite you to read the full report. Around our Kamoa-Kakula project, we have approximately 900 community farmers producing high-quality food under our livelihoods program. Our world-class tertiary education center called the Kamoa Center of Excellence is also scheduled for completion in October of 2023. At Ivanplats, we have trained in excess of 100 members of local small and medium enterprises. And at Kipushi, the mine supplies potable water to the whole town but we are also increasing potable bore holes in remote areas. One of the key statistics highlighted in our 2020 sustainability report is our constant improvement on our health and safety. We had a 40% reduction in our total recordable injury frequency rate across all our sites during 2022. This was operating, expanding and building new projects. Safety is a team effort and we are immensely proud of our staff and contractor commitment towards our Zero Harm policy. Our performance is well below the industry standard of 2.9 at our respective sites. In 2023, we will continue with our growth trajectory to deliver against our guidance. Environment, social and governance imperatives are at the heart of what we do and we intend to strive for improvement across all 3 pillars. One of our key focus areas in 2023 is to work towards a group-wide decarbonization strategy and road map to combat the identified risks associated with climate change and to strive to net zero. Key objectives of our decarbonization approach planned for 2023 include; a review of our carbon baseline, including Scope 1, 2 and 3; to determine where decarbonization is possible on an activity-by-activity basis; to review target setting and net zero options and link it to our strategy; and to use offsets aligned with our values and community objectives to achieve net zero where decarbonization is not possible. We are excited about our journey to become the global leader in the supply of essential metals for the world's growing population and its transition to clean energy. That concludes today's presentation. I will now hand back to Matt Keevil to steer today's question-and-answer session.

Matthew Keevil

executive
#48

But if you submit a question and it goes unanswered, please do not hesitate to reach out to me after the meeting and we'll be happy to get an answer for you. So just to quickly pop over to our online questions, we'll clear those very quickly. We just have a few here today, so I'll pick them off immediately. The first one is probably for Marna. Marna, you just discussed Platreef a little bit. We just have an inbound question on our infrastructure in South Africa around Platreef, including things like power, water and shipping and transport, just wanted, if you could talk a little bit about your plans as Platreef heads into production.

Martie Cloete

executive
#49

Thank you, Matt. Maybe to start off with power because that's most topical with the problems that South Africa has been experiencing with Eskom. We are currently a premium customer of Eskom. So we're not subjected to load shedding at the mine. But we do have plans in place to use private power that will be generated through solar and wind. And it will be [ built ] using Eskom's infrastructure that will augment our power supply from Eskom. Eskom has generation issues. The grid is still pretty stable. So we think that should be sufficient for Phase 1 and Phase 2. And obviously, some of these initiatives can be expanded. There was a change in legislation in South Africa, where private generation can go up to 100 megawatts. So there's a lot of private entrepreneurs bringing online power generation projects, providing up to 100 megawatts into the grid. So we are quite confident in our ability to get now the necessary power. We obviously also have diesel backup for emergencies. On water, we have -- we're in the process of completing the gray water facility for the Mogalakwena Municipality, close to the mine. We will use that gray water in a closed circuit at the mine and we have sufficient affluent to that plant that will supply both Phase 1 and Phase 2 at the Platreef mine. Our road infrastructure is in a good condition. The main highways in South Africa are currently being used for most corridors exporting to -- through Durban mostly. So I think that's just on all the different infrastructure elements.

Matthew Keevil

executive
#50

Great. Thanks, Marna. And moving on to the next one. I think it's probably for David. David, just a quick question on everyone's favorite's topic, inflation. Shareholders are wondering what you're seeing in terms of trends. Has there been any relief, et cetera, in terms of both CapEx and OpEx across the operations?

David Van Heerden

executive
#51

Yes. Thanks, Matt and good morning to all our shareholders just from my side as well. We have experienced an easing in inflation pressures thus far this year, particularly on logistics charges and ocean freight, which is not dissimilar from what our peers have reported. We've seen global and DRC logistic chains adapting well from last year's shortages and extremely short supply of container availability in China, is now reported to be very good. And we are seeing the effects there on the pricing. And those who has followed our Q1 results would have seen the easing of logistics cost pressures reflected in our first quarter cash costs and which was down approximately 18% from the 2022 peak and we are hopeful for further easing. And -- but I would ask shareholders to tune into our Q2 results presentation in early August to see exactly how our results has been impacted.

Matthew Keevil

executive
#52

Fantastic. Thank you, David. And we just have one final one online. Marna, I think probably is directed at -- best for you. Just, there is a election coming up in the DRC or scheduled for this year. Just a quick question on your view on the current political situation in country and what you expect from that election?

Martie Cloete

executive
#53

Okay. Thanks, Matt. I've been spending a lot of time in Congo over the past couple of weeks. You can definitely see an intensity in campaigning happening for different political parties. There's been active voter enrollment. And this is all televised in the country, where well-known politicians [indiscernible] and enroll and you can just see the queues of people enrolling for voter registration, election is scheduled for the 20th of December. And in speaking to senior government officials, they are committed to stick to this date. They want to see stability in the country. They don't want there to be disruptions. So at this point in time, it looks like elections will go ahead as planned and not too much volatility around that.

Matthew Keevil

executive
#54

Wonderful. Thanks, Marna. And that's all the questions we have at the moment. I'll pause briefly just to make sure there are no further questions and then we will proceed with closing the meeting. Okay. It doesn't look like we have anything else coming in. So that's all the time we have today. Thanks very much, everyone, for your questions and for joining us. Again, if you did not get a chance to ask a question, please do reach out to me directly after the meeting and I'd be happy to oblige. Again, my name is Matthew Keevil, I'm the Director of IR and Corporate Communications with Ivanhoe Mines. My e-mail is matthewkeevil@ivancorp.net and my direct phone line is (604) 558-1034. My contact details are also available on our website at www.ivanhoemines.com. With that, I'll pass it back to Peter to close the meeting.

Peter Meredith

executive
#55

Thank you, Matthew. That concludes our meeting for today. I'd like to thank everyone once again for participating in this meeting. Thank you very much for your time today and stay well.

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