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

Hello, and welcome to the Annual General and Special Meeting of Shareholders of MAG Silver Corp. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of such information. If you disclose personal information of another person, you will be deemed to represent and warrant to Computershare and the corporation that you have obtained all required consents for such disclosure. And it is now my pleasure to turn today's meeting over to Peter Barnes, Chair of the Board of MAG Silver Corp.

Thank you, operator. Good morning, ladies and gentlemen. My name is Peter Barnes, It is my pleasure to welcome you and to call to order the 2025 Annual General and Special Meeting of the shareholders of MAG Silver Corp. This is a hybrid meeting meaning we have shareholders and guests joining us both in person and online via live audio cast. Today's meeting will cover the formal matters set out in the management information circular only. There will be no corporate presentation regarding MAG Silver provided today. For current information about MAG Silver, please refer to the website at www.magsilver.com. If you are participating virtually under a registered shareholder or a duly appointed named proxy holder, you may submit questions or comments at any time using the Q&A feature. 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. Voting today will be conducted either in person or online. If you have already voted by proxy, please do not vote again unless you wish to change your vote. If a ballot is cast, it will override any previously submitted proxy votes. Online polls are now open and will remain open 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 Chair of this meeting. I appoint Jill Neff, Corporate Secretary of the company, to act as Secretary for the meeting. Olivia Craven of Computershare Investor Services, Inc. will serve as scrutineer. 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 15, 2025. 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 and a sufficient number of shareholders 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. I now present the annual consolidated financial statements of the company for the year ended December 31, 2024, 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: John Armstrong, Tim Baker, Jill Leversage; Selma Lussenburg; Susan Mathieu; George Paspalas; Dale Peniuk and Tom Peregoodoff. Pursuant to Advance 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 8, 2025. 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? 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 current 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 a remuneration to be fixed by the directors. Any discussion? 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 the approval of the reconfirmation for a further 3-year period of the company's amended and restated shareholders' rights plan dated as of June 22, 2022, between MAG Silver Corp. and Computershare Investor Services Inc. The amended and restated shareholder rights plan is available under the company's profile on SEDAR+ and a summary of the key terms of the amended and restated shareholders' rights plan is set out in the management information circular. As more particularly described in the management information circular, the amended and restated shareholders' rights plan will expire at the end of this meeting unless the shareholders of the company vote to approve its reconfirmation. I now move that the resolution set out on Page 18 of the management information circular, approving the reconfirmation of the company's amended and restated shareholders' rights plan be approved. Is there any discussion? 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 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 19 of the management information circular for this meeting, accepting the approach to the company's executive compensation program be approved. Any discussion? 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. Is there any other business that may properly be brought before this meeting? For online participants, please use the question line on your screen to raise a difficult 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 John Armstrong, Tim Baker, Jill Leversage; Selma Lussenburg; Susan Mathieu, George Paspalas, Dale Peniuk and Tom Peregoodoff, 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.

It's George Paspalas, just closing off the meeting. As we all know, Peter Barnes is not standing for reelection at this year's Annual General Meeting. This marks the commencement of Peter's well-earned retirement from the mining industry, where he has left a significant positive impression. Specifically over the latter years of his career at Goldcorp, Wheaton Precious, which was Silver Wheaton back in Peter's time as its CEO and finally, at MAG silver. Peter served on the Board of MAG Silver for 13 years, the last 5 as MAG's Chairman. During his time at MAG, Peter presided over improved governance structures, general performance in the company and most notably, the transition of a pure exploration company into a Tier 1 silver producing company with arguably one of the best silver mines in the world, which we partner with Fresnillo plc on, the generation of significant cash flows and the implementation of MAG's inaugural recurring dividend. Peter has been a great friend and a mentor for many of us at MAG, myself in particular. We all wish Peter the best for his retirement, and he will be sorely missed from MAG. Good luck, Peter.

Peter. Thank you, George.

Over to you, operator.

And this concludes the meeting, and you may now disconnect.