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. During the meeting, we'll have a question-and-answer session. You can just make questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Peter Barnes, Chair of the Board of MAG Silver Corp. Mr. Barnes, the floor is yours.

Thank you, and good morning, ladies and gentlemen. My name is Peter Barnes, and it's my pleasure to welcome you and to call to order the 2023 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 proxyholders who have specific questions or comments on an item of business to submit these questions now. Only persons who are registered shareholders or named proxyholders may do so. In particular, beneficial shareholders who have submitted proxies through their brokers may not do so unless they are named proxyholders. To submit a question or comment, please click on the question icon on the meeting screen. Only questions and comments are relevant to the items of business at this meeting, which are submitted by registered shareholders and named proxyholders will be addressed. We will do our best to address any such questions received prior to the 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 proxyholders 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 the ballot at this meeting must complete every other section of the ballots 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 this 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 Chair of this meeting. I appoint Jill Neff, Corporate Secretary -- to act as Secretary for the meeting, Olivia Craven 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 the meeting 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 of the meeting. Notice calling this meeting of shareholders, together with the management information circular and proxy form were filed and notice and access instructions were electronically mailed to the shareholders on May 24, 2023. 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 proxyholders 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, 2022, and the auditor's report on the financial statements as required by the 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 ensuing 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 17, 2023. 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 and move that those 8 persons nominated be elected as directors of the company to hold office until the termination of the next annual meeting of holders of common shares of the company or until their successors are elected or appointed. Is there any discussion? Registered shareholders and named proxyholders may use the question line on their screens for raising discussion matters. If there is no discussion, we will now proceed with the 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. [Voting]

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 and a remuneration to be fixed by the directors. Is there any discussion? If so, registered shareholders and named proxyholders may submit it in the question line on their screens. If there is no discussion, we will now proceed with the 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. [Voting]

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 12 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, we will now proceed with the 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. [Voting]

The next item of business is the approval of the unallocated options, rights and entitlements under the company's third amended and restated stock option plan. The full text of the stock option plan resolution is set out in the management information circular. Be an allocated options, rights and entitlements under the company's third amended and restated stock option plan were approved by the Board of Directors of the company on May 8, 2023, subject to approval by the majority of votes of shareholders of the company cast at this meeting. I now move that the resolution set out on Page 13 of the management information circular for this meeting approving the unallocated options, rights and entitlements under the company's third amended and restated stock option plan be approved. Is there any discussion? Again, registered shareholders and named proxyholders may raise discussion items in the question line on their screens. There being no discussion, we will now proceed with the 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. [Voting]

The next item of business is the approval of the unallocated restricted share units, performance share units, rights and entitlements under the company's amended and restated share unit plan. The full text of the share unit plan resolution is set out in the management information circular. The unallocated restricted share units, performance share units, rights and entitlements under the company's amended and restated share unit plan were approved by the Board of Directors of the company on May 8, 2023, a subject to approval by the majority of votes of shareholders of the company cast at this meeting. I now move that the resolution set out on Page 14 of the management information circular for this meeting approving the unallocated restricted share units, performance share units, rights and entitlements under the company's amended and restated share unit plan be approved. Is there any discussion? Again, registered shareholders and named proxyholders may raise discussion items in the question line on the screens. There being no discussion, we will now proceed with the 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. [Voting]

The next item of business is the approval of the unallocated deferred share units, rights and entitlements under the company's third amended and restated deferred share unit plan. The full text of the deferred share unit plan resolution is set out in the management information circular. The deferred share units, rights and entitlements under the company's third amended and restated deferred share unit plan were approved by the Board of Directors of the company on May 8, 2023, subject to approval by the majority of votes of shareholders of the company cast at this meeting. I now move that the resolution set out on Page 15 of the management information circular for this meeting approving the unallocated deferred share units, rights and entitlements under the company's third amended and restated deferred share unit plan be approved. Is there any discussion? Again, registered shareholders and named proxyholders may raise discussion items in the question line on the screen. There being no discussion, we will now proceed with the 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. [Voting]

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 proxyholders who have not voted on all matters of business, please do so now and submit your ballots. Again, if you already voted by proxy, but you are now submitting a ballot, please note that all the 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]

Voting 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 to the Board of MAG Silver for the ensuing year. 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.

And thank you. This concludes the meeting. You may now disconnect.