Largo Inc. (LGO) Earnings Call Transcript & Summary

Good morning. I would like to welcome all of you to a Special Meeting of Shareholders of Largo Resources Ltd. 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 provincial and federal guidance regarding public gathering and social distancings 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 protect the health and well-being of the company's shareholders, management, directors and service partners while permitting and encouraging shareholders' participation at the meeting. Only registered shareholders will held shares in their name as of January 25, 2021, the record date of this meeting, or their validly appointed proxy holders are entitled to vote at 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 one vote in respect to each share entitled to be voted on the matter and held by that shareholder. There will be an opportunity to ask questions in respect to the business being considered at the meeting prior to closing of the poll. You may choose to vote on the resolution immediately or wait until conclusion of the discussion regarding the formal business of the meeting prior to casting your vote. One discussion of the formal -- once discussion of the formal business has concluded, I will give you a minute to enter your vote and then declare the voting closed on all resolutions. The results of this meeting will be released later today and will be available on our website. I now declare the polls open. The first item of business will be the appointment of its 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 thereon to the Chairman. If this appointment meets with your approval, I propose to move on to the notice of the meeting. The notice calling this meeting, the management information circular dated January 25, 2021, and the form of proxy, which I will collectively refer to as the proxy materials, have been delivered to all of the company's shareholders, its auditors and the Ontario Securities Commission. And there has been filed with me proof of service of these -- of the due delivery of the proxy materials. Accordingly, I direct that a copy of such proof of service be annexed to the minutes of this meeting as scheduled, and that these documents be tabled in order that any shareholder may examine same as they so desire. In view of the fact that these documents have been tabled and have been 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 such motion.

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

Mr. Chairman, I second the motion.

Thank you. Okay. The first and only item of meeting -- of the business is to consider and, if deemed advisable, to pass a special resolution, approving an amendment of the articles of incorporation of the company to consolidate its outstanding common shares on the basis of a ratio to be determined by the Board of Directors of the company in its sole discretion, within a range of one post-consolidation common share of the company for up to every 10 pre-consolidated -- pre-consolidation common shares as more particularly described in the information circular for this meeting. I will now ask someone to move and someone to second a special resolution authorizing the share consolidation.

Mr. Chairman, I move the resolution set out on Page 11 of the information circular, authorizing and approving the share consolidation, and that the full text of the resolution contained on Page 11 of the information circular be taken as read and made part of the minutes of the meeting.

Mr. Chairman, I second the motion.

Thank you. Please cast your votes on item 1. [Voting]