MAG Silver Corp. (MAG) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of MAG Silver Corp. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Peter Barnes. Mr. Barnes, the floor is yours.

Great. Thank you. Good morning, ladies and gentlemen. My name is Peter Barnes, and it's my pleasure to welcome you and to call to order the 2022 Annual General and Special Meeting of the shareholders of MAG Silver. This meeting will only consider the formal matters described in the management information circular. No management presentation on the company will be given at this meeting. For current information regarding the company, please refer to the company's website at www.magsilver.com. Given the virtual format of this meeting, we encourage registered shareholders and duly appointed proxy holders who have specific questions or comments on an item of business to submit those questions now. Only persons who are registered shareholders or named proxy holders may do so. In particular, beneficial shareholders who have submitted proxies through the brokers may not do so unless they are named proxy holders. To submit a question or comment, please click on the question icon on the meeting screen. Only questions and comments relevant to the items of business at this meeting, which are submitted by registered shareholders and named proxy holders will be addressed. We will do our best to address any such questions received prior to conclusion of the meeting. However, if for any reason we're unable to do so, we will endeavor to follow up with you after the meeting. For the purposes of the meeting today, voting on all matters will be conducted by online poll. Registered shareholders and duly appointed named proxy holders will be asked to vote on each business item. If you have already voted by proxy, it is important that you not vote again here at the meeting unless you intend to change your initial vote. Any vote on a ballot will avoid all votes on a previously submitted proxy. So any meeting participants who complete any section of a ballot at this meeting must complete every other section of the ballot in order to record their votes on the other items of business at this meeting. The polls are currently open for all items of business, and therefore, you may vote on every item right away. The matters of business to be voted on can be seen on the voting panel on your screen. To submit a vote, please select the voting choice displayed on your screen. Ballots may be submitted until shortly before the termination of the meeting. At the end of the meeting, we will announce provisional voting results based on proxy votes received prior to the meeting. The meeting will now come to order. In accordance with the articles of the company, I will act as Chairman of this meeting. I appoint Jill Neff, Corporate Secretary of the company to act as Secretary for the meeting. And Esa Vazi of Computershare Investor Services, Inc. will serve as scrutineer for the meeting. We will now proceed with the formal portion of the meeting. To expedite -- in accordance with the articles of the company, I will make all of the motions and no motion needs to be seconded. Now for the business. Notice of this meeting was filed and the notice calling this meeting of shareholders, together with the management information circular and proxy form were mailed to the shareholders on May 24, 2022. A copy of the declaration as to such mailing has been provided by the scrutineer and will be annexed to the minutes of this meeting as a schedule. As such, proper notice of the meeting has been given. I will dispense with the reading of the notice calling the meeting. A quorum for a meeting of shareholders of the company is 2 shareholders or 2 proxy holders representing shareholders or any combination thereof, holding not less than 5% of the issued shares entitled to be voted at the meeting. The scrutineer has advised me that proxies were received from the holders of a sufficient number of shares to constitute a quorum. I declare the meeting to be regularly called and properly constituted for the transaction of business. The formal report of the scrutineer will be attached as a schedule to the minutes of this meeting. The meeting will only consider a number of formal matters following which the meeting will be terminated. I now present the annual consolidated financial statements of the company for the year ended December 31, 2021, and the auditor's report on the financial statements as required by the business BC Business Corporations Act. The financial statements are available on SEDAR under the company's profile. The next item of business is the election of directors for the ensuing year. The persons who are proposed by management for election are listed in the management information circular. All such nominees have indicated their willingness to serve as directors for the answering year. I nominate the following persons for election as directors: Peter Barnes, George Paspalas, Tim Baker, Jill Leversage; Selma Lussenburg; Daniel MacInnis, Susan Mathieu and Dale Peniuk. Pursuant to the advanced notice policy approved by shareholders at the 2012 Annual Meeting and amended effective March 23, 2018, any additional director nominations for today's meeting were required to have been received by the company by no later than the close of business on May 23. As no nominations were received prior to that date, there are no further nominees eligible to stand for election today. Accordingly, I now declare the nominations closed. Is there any discussion? Registered shareholders and named proxy holders may use the question line on their screens for raising discussion of matters. If there is no discussion, registered shareholders and named proxy holders may now vote on this motion. If you have not already voted, please complete your online ballot for each nominee by selecting a voting option on the voting panel displayed on your screen. The auditors of the company are Deloitte LLP. Management proposes that they be reappointed until the next annual meeting. I now move that the auditors be reappointed at the remuneration to be fixed by the directors. Is there any discussion? If so, registered shareholders and named proxy holders may submit it in the question line on their screens. If there is no discussion, registered shareholders and named proxy holders may now vote on this motion. If you have not already voted, please complete your online ballot by selecting a voting option on the voting panel displayed on your screen. The next item of business is to consider, and if thought fit, approve a nonbinding resolution approving the company's approach to executive compensation. The full text of the advisory executive compensation resolution is set out in the management information circular. I now move that the resolution set out on Page 13 of the management information circular for this meeting, accepting the approach to the company's executive compensation program be approved. Is there any discussion? If so, please submit it in the question line. There being no discussion, registered shareholders and named proxy holders may now vote on this motion. If you have not already voted, please complete your online ballot now by selecting a voting option on the voting panel displayed on your screen. The next item of business is the approval of the continuation, amendment and restatement of the company's shareholder rights plan. The full text of the proposed amended and restated shareholders' rights plan, together with a black line showing all changes made as compared to the existing plan is available under the company's profile on SEDAR. A summary of the key terms of the proposed amended and restated shareholders' rights plan is set out in the management information circular. As more particularly described in the management's information circular, the company's existing shareholder rights plan will expire at the end of this meeting unless the shareholders of the company vote to approve its continuation in the form and on the terms of the proposed amended and restated shareholders' rights plan. I now move that the resolution set out on Page 22 of the management's information circular approving the continuation of the company's shareholder rights plan in the form and on the terms of the proposed amended and restated shareholders' rights plan be approved. Is there any discussion? If so, please submit this in the question line. There being no discussion, registered shareholders and named proxy holders may now vote on this motion. If you have not already voted, please complete your online ballot now by selecting a voting option on the voting panel displayed on your screen. Is there any other business that may properly be brought before this meeting? If so, please use the question line on your screen to raise additional business. There is no additional business for registered shareholders and named proxy holders who have not voted on all matters of business, please do so now and submit your ballots. Again, if you are already voted by proxy, but you are now submitting a ballot, please note that all votes in your proxy will be canceled, and none of those votes will be recognized. Only the ones on the ballot will be recorded. We will be closing the polls momentarily. [Voting]

Balloting is now closed. That concludes the voting at today's meeting. Based on provisional results provided to me by the scrutineer, I declare that all matters brought before today's meeting have been approved. I declare the nominees Peter Barnes, George Paspalas, Tim Baker, Jill Leversage, Selma Lussenburg, Daniel MacInnis, Susan Mathieu and Dale Peniuk elected as Directors of the company to hold office until the termination of the next annual meeting of shareholders of the company or until their successors are elected or appointed. I would ask the scrutineer to compile a report regarding the final voting results on all business matters, and I direct that the results be included in the minutes of this meeting. The results of the voting will be announced in the press release in accordance with the policies of the Toronto Stock Exchange and filed on SEDAR. All of the business for which this meeting was called has been completed. I now declare the meeting terminated. Thank you for attending.

This concludes the meeting. You may now disconnect.