Largo Inc. (LGO) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to Largo Resources Annual and Special Meeting of Shareholders. I will now turn it over to Alberto Arias.

Yes. I would like to welcome all of you to an Annual Meeting of Shareholders of Largo Resources. My name is Alberto Arias, Chairman of the Board of Largo Resources, and with the consent of the meeting, I will also preside as Chairman. The meeting will come to order. With the consent of the meeting, Ian Mitchell, Largo's Corporate Secretary, will act as secretary of the meeting. After taking into account recent provincial and federal guidance regarding public gatherings and social distancing due to the COVID-19 pandemic, the company has elected to hold the meeting virtually, allowing shareholders to attend and participate at the meeting. This serves to proactively protect the health and well-being of the company shareholders, management, directors and service partners, while permitting and encouraging shareholders participating at the meeting. Only registered shareholders who held shares in their name as of May 1, 2020, the record date of this meeting, of their -- or their validly appointed proxy holders are entitled to vote in this meeting. We will conduct the votes on the matter before us by a poll. On a poll, every shareholder entitled to vote on the matter has 1 vote in respect to each share entitled to be voted on the matter and held by that shareholder. The poll will be opened for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion prior to casting your vote. There will be an opportunity to ask questions in respect of business being considered at a meeting prior to closing the polls. Once discussions on all items of business have concluded, I will give you a minute to enter your votes and then declare the voting closed on all resolutions. The results of the meeting will be released later today and will be available on our website. Now I declare the polls open on all resolutions. The first item of business will be the appointment of a scrutineer to report on the holders of common shares present in person or represented by proxy and the number of common shares represented in person or by proxy at the meeting. With the permission of the meeting, I will appoint TSX Trust Company, the company's transfer agent, through its representative, Lori Winchester, to act as scrutineer and report on the holders of common shares present in person or by proxy the number of common shares represented in person or by proxy at this meeting and any adjournment thereof, to compute the votes of any poll taken at this meeting and to report their own to the Chairman. If this appointment meets your approval, I propose to move on to the notice of the meeting. If this agreement is voiced at this time with respect to the appointment of scrutineer, the Chairman will request a shareholder to submit a formal resolution and will direct a poll to be taken all in the manner set out in schedule 1 of the memorandum, outlining the procedure for ballot on poll regarding appointment of scrutineers. Scrutineers then proceed to prepare her report as to the attendance of the meeting. The notice calling this meeting, the management information circular dated May 1, 2020, the form of proxy and the audited statements of the company for the fiscal year ended December 31, 2019, as well as the auditor's report thereon, which I will collectively refer to as proxy materials have been delivered to all of the company's shareholders, its auditors and to the Ontario Securities Commission. And there has been filed with me proof of service of the due delivery of the proxy materials accordingly. I will direct that a copy of such proof be service, be an annexed to the meetings of this meeting as scheduled and that these documents be tabled in order that any shareholder may examine same as if they so desire. I, in my view -- in view of the fact that these documents have been tabled and have given delivered to all shareholders of record, I will now ask for a motion that the reading of the notice of this meeting be dispensed with and that someone second this motion.

Mr. Chairman, I move the following resolution be it resolved that the reading of the notice calling this meeting be dispensed with.

Thank you, Ernest. Somebody to second the motion, please? And somebody to second the motion? We might have somebody with a...

Mr. Chairman, I second the motion.

Okay. Thank you. I declare the motion carried. I have the preliminary report of attendance for the scrutineer, which shows that 447,446,948 shares are represented at the meeting by proxy being 79.48% of the issued share capital, and I can declare the requisite quorum to present and the meeting to be regularly constituted for the transaction of the business set out in the notice of meeting. The company's audited consolidated financial statements for the financial year ended December 31, 2019, together with the report of the auditors thereon were filed and delivered as required. It is not proposed to ask shareholders to approve the audited consolidated financial statements, which have been laid before this meeting. It is in order to proceed with the election of 6 directors. In accordance with our advanced notice bylaws, we have not received notification of any additional nominations. I now declare the meeting open for nominations and ask that someone nominate those persons whose name appear in the information circular delivered to shareholders in conjunction with this meeting.

Mr. Chairman, I will nominate 6 directors to hold office as follows. Mr. Chairman, I nominate Alberto Arias, David Brace, Jonathan Lee, Daniel R. Tellechea, Koko Yamamoto and Paulo Misk as directors of the company for the ensuing year or until their successors are elected or appointed.

Thank you, Ernest. Somebody to second the nominations?

Mr. Chairman, I second the nominations.

Thank you. I declare the nominations closed. Shareholders can vote for all of the proposed directors nominated, vote for some of them and withhold for others or withhold for all of them. Unless otherwise specified in the proxy, all management proxies received will vote for the election of all 6 nominees. I now ask someone to move and someone to second an ordinary resolution electing the 6 persons so nominated as directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Mr. Chairman, I move the following resolution, be it resolved that the 6 persons nominated be elected as directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Mr. Chairman, I second the motion.

Thank you. Please cast your votes on item 1 before we move on to item 2. [Voting]

Thank you. The next item of business is the appointment of auditors and the authorization of the directors to fix the remuneration of the auditors. I will now ask someone to move and someone to second an ordinary resolution appointing the auditors for the current year and authorizing the directors to fix the remuneration of the auditors.

Mr. Chairman, I move the following resolution, be it resolved that PricewaterhouseCoopers LLP, chartered accountants, be and they are hereby reappointed auditors of the company to hold office until the close of the next Annual Meeting of Shareholders as such remuneration as may be fixed by the directors and the directors be and they are hereby authorized to fix such remuneration.