Mineros S.A. (MINEROS) Earnings Call Transcript & Summary
March 30, 2023
Earnings Call Speaker Segments
Andres Restrepo Isaza
executiveAgain, good morning shareholders. I declare open this General Assembly, please read today's agenda. Good morning agenda for today's General Assembly of Mineros S.A. First, we have to verify quorum and open the Assembly. Second, we have to approve today's agenda. Third, appoint the committee for revising and accepting the minutes reading and approval of management system is the presentation of financial statements up to December 31, 2021. Sixth, the reading of the tags counselor. Seventh, approval of financial statements separate and consolidated after December 31. Eighth is, presentation of an approval of a profit distribution project. Ninth is, consulting vote of the Board of Directors. Tenth is the election of the Board of Directors 2023, 2024. Eleventh is the determination of the salaries of the Board of Directors. Twelfth, the appointment of the tax adviser, tax reviser, and thirteenth, proposals, and others. First, again, we're going to confirm that we have the quorum. Well, I will first like to indicate that this assembly was appointed as indicated by legal regulations in the web page on February 21 and March 30, 2023, with regards to the actions in TCX, the company has opted for using the different provisions for notifying and for accessing in accordance with applicable law, and the company has also made avoidable for shareholders all the required documents. Except any objections, I will proceed. I will ask you to not read the announcement with regard to the delivery, and I would like to indicate that we have proved that this meeting was done in accordance with the status of the company in Canadian standards, Canadian norms once we have all the actions in the credentials issued for this meeting. I would like to inform you that we have accredited 178,303,022 shares, equivalent to 50.95% of the actions in circulation. And therefore, we have a quorum to deliver it. I would also like to indicate that neither the administrators or the employees of the company are representing any foreign shares. Therefore, we declare that the assembly has been legally opened second item of the agenda approval of today's agenda. Yes, shareholders, the elections of the assembly are going to be done by acclamation as long as possible. Now, I would like to ask you to raise your hand in case you disagree with some of the positions that we're going to be speaking. Do you approve today's agenda? Does anyone disagree? Approved. Third appointment of the revision commission of the Commission for approval and accepting the assemblies meeting. I would like to appoint in Marcelo-san Alberico arise as the delegates to form the committee to revise and approve the minutes of this meeting. Do you agree with this shareholders? Does anyone disagree? Let's continue. Fourth in the agenda, reading approval of the management system Dear shareholders today this year. The management system was prepared in accordance with memorandum 12 from the financial superintendents. This makes it a more extensive document, and it also has a different structure compared to previous years. Therefore, we're going to present a summary of the activities during 2022. And I would like to clarify that the complete document can be found in the booklet that we have placed on your seats and also on the separate financial statements that we published on the website in February 20. Let's begin with the general aspects of Mineros. We are mining -- gold mining company, headquartered in Medizin, Colombia, and we have diversified operations in productions and in development. These operations are located in Central and South America. Our mines in operation include operations of the property in XialoVial in Colombia and Coonicaragua and Gualcamayo Argentina as well. Additionally, we have a series of different development projects or growth projects such as port Benita Nicaragua and the Lunar exploration front also in that country. Also, we have the Deep Carbonate project in Argentina as well. In an earlier stage is in earlier stages, meaning exploration stages, we have the exploration carried exploration front in Nicaragua and the intervention front margaritas in Colombia in the region of ANZA and 20% of a property in La Pepa, another exploration project in Chile, we have more than 48 years of experience. And so far, we are in the Colombian Stock Exchange under the symbol Mineros and in the Toronto taxes under the MSA symbol. We're going to speak about litigation, legal processes, and risk currently, there are no litigation, legal processes, or administrative processes for Mineros that affected Mineros and that might affect materially its operations or its current financial situation with regards to risk. You can find detailed risk information on the printed document. But I would like to mention the risk that we feel are the main risk based on the risk analysis that we conduct with the committee for auditing and risk. Again, one risk is the risk of the price of precious metals. Gold price, for instance, is determined in the international market. Therefore, the company has no control with regards to the determination of that price. So, we manage this risk through hiring financial derivatives with the idea of reducing variability of the income, especially for our operations that have modest margins. And these coverages are done with 0 cost coverage, so we can set up the base. So we can meet the EBITDA objectives, the EBITDA goal, but we also leave space above that. So, in case the price of gold increases, the results of the operations improve. Another important risk is that we operate in complex geographies, which exposes us to changes in the rules of the game or changes in macroeconomic policies that might affect our competitiveness. Our operations are also exposed to high or trending and vulnerability conditions with regards to the climate has happened with the unfortunate accident that we had last year at the Jaora plant in Colombia where 6 people passed away. The relevant factor I would like to mention is with regards to the deterioration of the Guacamole beginning with relevant act or relevant facts. The first one is the deterioration of the welcomed property based on no regulations every year, we have to assess the conditions of the company. We have to update projection and costs and as well as other variables, including the macroeconomic situations of the different countries where we operate. As a result of this analysis last year, we reported a deterioration of the welcome operation for CHF 175 billion. This affected the net yield, and the net profits of the company. However, last year, we closed last year with a good cash flow position, close to $50 million. Gualcamayo still has very big challenges. Internal inflation in Argentina, for instance, in 2022. And during this year, has eroded cash flow for that operation by close to 50%. These were resources that we were reinvesting in the mine and in exploration to extend the life of this mine. And this has also led us to indicate that the end of the life of this mine is getting closer, although we still have some years of operations, but we still have to inform the market as to what is happening in that specific geography. Another relevant fact is the initial estimation of mineral resources in the reservoir in Nicaragua Reserva Luna Roja, in June 7, we began the estimation of this mineral resources, which included indicated resources close to 92,000 ounces and referred resources close to 37,000 ounces of growth. These are the results of the initial exploration of last year this year. We continue exploring in that front with the idea of increasing the base of resources and reservoirs. When we bought it, we bought it with potential resources and what we're currently doing are conducting exploration campaigns to turn those potential resources into reservoirs approved and probable reservoirs, deterioration of the Jaora plant in Colombia. As mentioned before, we had a fatal accident in this plant on May 28 of last year during a very strong storm. The collection plant connected flipped over after diligent revision of the plant state. We determined that there was no way of recovering it. This is why in 2022, we indicated a deterioration in the Axess for COP 21 billion, which affected the operations of the company, but not the cash flow. We have received an official response from insurance companies that have recognized the compensation for that incident. And this is going to allow us to recover from that deterioration and build a new plant. In 2022, we had 2 appointments in our Board of Directors or our directors team, 2 people who are here. And when I mention your name, please stand up, so we know who they are. We have a new Vice President in Nicaragua. We appointed him on June 11, 2022, Fernando Villa. He replaces Carlos Mario Gómez, who will retire after 14 years with me. Luis Fernando has belonged to Mineros for more than 16 years. You can sit down again, Luis, please. But Luis Fernando was born actually in Mineros. Luis Fernando was born in El bare and his father actually works for Mineros. His grandfather actually worked for Mineros, currently is the grandson of Mineros and currently, he's handling the operations of Nicaragua. I think it would be hard to find someone who is more committed. His latest position in Colombia was procurement manager in Mineros Alluvial. We also appointed Ana Maria Reuss, she's here with us. And Maria was appointed in August 27, '22 as Vice President of Business Development to replace Eduardo Flores, who will resign to manage other mines in Mexico Ana has 17 years of professional experience, of which last 14 years have been spent in Mineros since her most recent job was Manager of Corporate Finances where she developed a very important role with regards to the listing of Mineros in the extract Exchange of Toronto and in Colombia. Another relevant aspect is the reduction of personnel or staff in Argentina. We have mentioned priorly that Wakamaja is reaching its final status. This is why we have to begin reducing operations. This implies reducing staff by 30%. And at the closing of the year, we had compensations that, that reached $3 million are also sanctions to the general direction of months of Nicaragua October '24. The foreign asset control office of the United States sanctioned the national mining direction of Nicaragua. Additional faculties were also given to OFAC to impose additional sanctions that might affect the mining sector. As of today, as of this data, these sanctions in Nicaragua have not had any material impact in our operations, but we continue monitoring the formation from that country, and we reaffirm our commitment to comply with the law and compliant with regulations. Also, the decision of not exercising a second option at La Pepa project due to the political uncertainty in Chile during those dates. On October 25, 2022, we took the decision of not exercising the second option, which would allow us to obtain an additional participation of 31% in La Pepa project in Chile by investing $15 million and by paying an additional $5 million to the owner of this project. So, this gives us a share of 20%, which we believe is healthy because of its size and also because of the size of Mineros S.A, the company that was the owner of this project, Amana, negotiated with Agnico with Pan-American silver. Pan-American Silver is currently undertaking control of these assets, and we're currently in the process of contacting them when they are done with their part so we can decide with them what we're going to do with the operations. In the meantime, we are conducting maintenance. In other words, we are conducting the minimum investment with regard to the stock exchange performance. On this slide that you can see on the crit, you can see the behavior of Mineros share in the Colombia Stock Exchange and in the Toronto Stock Exchange. Not going into details, but I would like to highlight that the drop in terms of the price was substantially less in Toronto compared to Colombia, although the number of shares listed in that market is relatively small, is approximately 10% of the total listed in Colombia. So, we're very much aware that we still have lots of work to do in Toronto, and we're going to continue working to increase the liquidity of the share. So, the price reflects the real price of the company and is able to receive all the benefits and all the opportunities that such market implies. Again, this takes time, but we do believe that the fact that it was 10% above In Toronto compared Toronto leads us to think that this was the right decision, but we still have a long trajectory to go. Gold price in 2022 we had a price similar to the price in 2021. Mine in '22 was the lowest price and the maximum price was $2,050 as we can see on the slide. The behavior of gold price was positively impacted by the crane work and negatively by interest rate increases in the developed countries or developed economies. Now, we're going to speak about financial and operational performance. Alex is going to go into details with regards to the consolidated and separate statements. So, I'm going to briefly speak about some of the main indicators of performance. Oil production increased by 10% compared to 2021 was increased by 24%. Net profit increased by 29% and cash cost was reduced by 5%. Net year results had an important reduction due to the deterioration in the welcome module, which again did not affect the cash flow with an increase of 8% in the cash flow generated by operation and also a brief reduction in the cash flow. With regards to investments in 2022, additions in property, plant and equipment, and intangibles in the 3 operations of the company added EUR375,345 million, which is a reduction of 14% compared to the investments made in 2021. Investments made were financed with our own resources. In Colombia, we invested close to MXN 64 million, COP 64 billion, mostly and sustain or mine exploration, property, plant, and equipment in Nicaragua, we invested EUR 165 million, focused on exploration, exploration of lunar exploration in other fronts near that mine, vehicle leasing and investments to increase the tail reservoir and also additions of property, plant, and equipment. Welcome margin, Argentina, we invested close to COP 147,000 million into exploration, mine development vehicle lease, and additions to the property, plant, and equipment. The investment figure in Argentina includes BRL 42,000 million for vehicle leasing, which makes some noise because this looks like a big investment. But if we were to remove this COP 42,000 million, which had to be included in the cap based on Neva rules, the balance or the balance would be close to 100 million, which is coherent with what we have in Argentina. Remember, we have always said that we want Argentina to take care of itself. In other words, whatever is invested in Argentina should be sustained with the resources from Argentina. So, this does not erode the cash flow of Mineros exploration and growth. At the closing of 2022, we conducted a prioritization exercise in our project pipeline, and we decided that this year, we're going to focus on 3 projects, or by a new project in Nicaragua, out of which we obtained positive results in the pre-visibility, you started with an increase of 8 years in the useful life of the mine and an increase in production annual increase, close to 57,000 ounces of gold also the reservoir of Luna Roja where we had an estimation and initial estimation and the depacarbonate project in Argentina. Based on these priorities, we decided to temporarily terminate exploration with Royal Road with our alliance with Road in Colombia and Nicaragua, in other words, in the Cariboo in Nicaragua. And the idea of this was to increase the balance of resources and reserves, and we're conducting work in and around those mines that are in operation. With regards to guidance, 2023, this is something that is done in the Toronto market, and this is an estimation of production for the year. So, this guidance in other words, indicates what performance we expect from the company this year with regard to cash cost production assets is the guidance, we expect to have a consolidated promotion of close to 264,000 to294,000 ounces. This is an increase. This includes an increase in Colombia and Nicaragua reduction with regards to the levels in Argentina, and this is based on the reasons that I have mentioned before. For 2023, we estimate a cash cost between 1160 and all sustaining a cost or eyes between $1,400 and $1,900 per ounce. The 2 costs are unitary cost measures per ounce of gold, and they are indicated in dollars. And we use these 2 indicators because this allows shareholders when you compare those calls with the spot price for gold, and this allows you to see the company margins. And we always mentioned this whenever we have a quarterly call with investors. With regards to social responsibility in your package, we have a summarized version of the sustainability memories, which includes the most relevant data of our work is a brief document with lots of graphics and it is quite friendly. So, please read it in detail. All the photographs that you see in it belong to our operations. You can also download it if you visit our website, Mineros, wwwmineros.com. Miscellaneous, the printed management system includes information with regards to other legal clauses such as operations with like parties, where we include the payments made to an insurance company called Patria for insurance purposes and also payments made to Royal Road based on what we agreed in our strategic alliance with them. We also include certifications of administrators and of the Board of Directors in which we certify compliance with all the norms regarding intellectual property and where we certify our payment of social security to employees. And we also include a report of the country as we can see on the slide again we can see the Board. The Board and the administration or you're severing employees. For their commitment and work that helped us reach our goals and Eduardo Pacheco, Cortes, Jose Fernando, Rausantiago Predomomaldo Alberto Hernandez, Juan Carlos Pacola, Lusitardaer James, Monica, Humans, and Sergio trips. So with this, I conclude the report for this year, and I will give the word back to the President of the assembly. Does any of the shareholders have any questions, or any comments for the President? Someone in the back, please. I would like to ask a question with regard to Gualcamayo. If I make an investment, I project this investment based on the time of the investment, I believe Gualcamayo was projected 30, 40 or 50 years. So in other words, you guys had considered this deterioration. However, every time we meet, we see more deterioration than what was expected. And we curiously say that this is not affecting the cash flow but our shareholders. Well, what we're interested is basically yields profits. So again, if cash flow has not been affected, we're going to have better profit, and this is going to be different to the benefits or the yields of the cash flow. But again, my concern is that this project was estimated to have a life of x amount of time. So next year, we're not going to say it was COP 174,000 million or COP 300,000 million. As you mentioned, we invested EUR 147 million. So again, we're investing lots of money in something that is being more and more deteriorated. That was my first point. The second point is that the management report does not report the results, the specific results of joining the Toronto Stock Exchange. After 5 years of being in that process, the only thing that I have seen is that we currently have the price of a prior emission. So I do not see any results of increasing cost through a fee. So those are the 2 questions, and I would like to see how they can be included in the management system. When we invested in Gualcamayo, we invested in 2 different issues or 2 different topics. One was investing in one mine that was reaching the end of its life, but this mine still had the resources and capacity to generate cash. And we expected that the cash generated by that mine was going to be invested in exploration in the depacarbonate project to increase the reservoirs of that project with the idea of doing the feasibility of that operation and extending the life of the mine. So, what we invested initially was $30 million, and then we conducted another investment of $4 million. With regards to resources from Mineros S.A, again, we invested $34 million back then and the decision made was in Argentina, we were only going to invest the cash flow generated by the mine itself. So that would not affect the rest of the company. So yes, this is a risk that we took, but this is a control of is what didn't work in Argentina. Well, in Argentina, we were able to continue working demand. We continue producing houses, and we're continuing selling ounces and generating cash flow, but the macroeconomic decisions taken by the current government in Argentina are eroding the cash flow generation of our operations by 50%. So, this force the administration and the Board of Directors to decide, well, if this masa the operation is not feasible to continue until the Carbonate project is ready. We're not going to bring any additional fresh resources. In other words, we're going to let the mine run its life, and we're going to look for interested parties or is interested in buying the project. So in Argentina, we were not able to achieve what we wanted to achieve initially. So what failed was the perception of the political risk in that country. That is what failed. Why? Because when we invested, Macri was in the administration Kursad had just left the administration. And to be honest, we did not expect the Kushner family to be empowered again the same way that we did not expect Lulasilba to come into power again. We did not expect these political changes in the region. It's a real risk and our company has tried to handle this risk by diversifying its geography. So if a situation affects in the specific country doesn't affect the rest of Mineros. And what we are doing is to try to minimize the impact in the company. From a financial statement perspective, what does it mean to say that cash flow is not impacted? Yes. Net profit, and gross profits are impacted. And if we continue with this deterioration, quite likely is going to be affected for the next 2 years. However, the company has plenty of reservoirs to maintain its dividends. So we can give you that peace of mind. And again, that is with regards to Gualcamayo. What has happened with regards to the Toronto Stock Exchange? The first thing that I would like to say is that the impact on the price of the share is not exclusive to Mineros. If you look at the Colombian Stock Exchange, there are many other mining energy companies that have been more affected than Mineros S.A. Mineros has been affected by 35% in this price this year. There are other companies that have been affected by 37% and 38%. So, being in the Toronto Stock Exchange, and having the sheer at a higher price, the area that has allowed us to reduce our drops interest of prices in Colombia. And we are all familiar with the situation in Colombia. The signals in this sector have not been positive, and that has generated concerns. We, as the administrators have been diligently administrating the company, and we're trying to keep the cash flow and we're trying to increase our position in the Toronto Stock Exchange, where we see better prices than where we expect that the shares can perform better. And again, that's what we're doing, and that's what we will continue doing. And I do not think there are any other -- there's no company that can guarantee how it sears is going or are going to behave in the stock exchange. The only thing that we can guarantee is that we're doing everything that is necessary to improve to untangle the company's value. Any other companies or any other questions for the President? Thank you.
Unknown Attendee
attendeeWill is my name, I read a while back that the administration, administrators, or the Board of Directors are presenting actions as options to buy shares. I have heard that, but I would like to clarify those details. Are there any options with regards to site price and so on?
Andres Restrepo Isaza
executiveWell, none of that -- some of us are shareholders of Mineros S.A, but we are shareholders because we bought in the IPO at the same price that you guys bought, and we have no access. We have no differential prices. Again, there are no options that favor the company's administrators.
Unknown Attendee
attendeeWe have them because we bought during the IPO at the same price that the rest of the shareholders. Yes. About the options, but I couldn't understand -- maybe I'm thinking of something else.
Andres Restrepo Isaza
executive[Foreign language] Costa shares or phantom shares, but those are really not shares. If we receive say, every year, we had the average price of the prior month, we received double of that bond in shares. It's a bond. It's not an action. It's not a share. Again, it's a bond is not a share. Let me give you a clear idea. I'm the person that has received the most bonds and so far. These bonds that I have received basically have a 0 value. And again, this depends very much on the behavior of this year. So this is, again, a bond that takes to motivate us to increase our share prices. Again, no shares, bond price is defined based on the price of this year in November. And depending on how the price behaves for the following 2 years, the differential is paid to us. In other words, is a bond that is based on company results. Bond based on company results. And as a matter of fact, we do not receive the total price, we've received the price difference. And if the price decreases, we have received nothing. Do we have any other questions, any other concerns. So, I would like to ask the assembly if we approve this management report, does anyone disagree with this approval? So, the presentation of separated and financial statements up until December 31, 2022. Alan, our Financial VP is going to present the financial statements that have been made available to the shareholders 2 weeks ago, and then we're going to open the space for questions and answers Alan the floor is yours.
Alan Rode
executivePerfect. Thank you. Before I begin, I would like to refer to the book that we have given you today the idea. Again, we're trying to be more responsible with the environment, so we gave you a summarized document that includes the main separated and consolidated statements and this also includes a QR where you can access the notes. This decision was made considering that this document would be close to 300 pages and that we published our financial results more than a month ago. So let's begin with the statement of consolidated results company grow by the company results grew by 21%, benefited 22,000 ounces were sold more this year compared to last year and devaluation was close to 70% of the Colombian peso. Costs were also increased by 19%, reaching close to EUR 1.6 billion, and this was explained by a larger production and by the inflation in the 3G grapes that represented close to 187,000 million, more depreciation for EUR 54,000 billion and more taxes, and more royalties as well for BRL 12,000 million. These costs were mitigated partially by the weakness of local currencies, mostly in Colombia and Argentina. Gross profits were close to EUR 600,000 million, which represents an increase of 29%. Administration expenses increased by 26% and this is explained by more expenses related to insurance renovation regarding technical consultants and regarding consultants for sustainability services and municipal taxes. These increases were also mitigated partially by lower cost with regards to personnel for 1,200 million. Exploration expenses increased almost by BRL 43,000 million, and this is due to expenses in exploration in DCB, Luna Roja, and the joint ensures that we have with Roger rules for EUR 61,000 million and a net for close to 30,000 million, mostly at Gualcamajo mine. Finally, we had positive impacts with regards to financial and exchanges for close to INR 64,000 million, and this is due to the sales of financial instruments in Argentina and also the devaluation of the different local currencies. The net results of the year had a reduction of 88% being close to BRL 9,000 million. This was affected mostly by deterioration of the welcome property in Argentina for close to EUR 175,000 million and also the deters of the Jaora plant in Colombia for close to 21,000 million, as Andres explained earlier. This deterioration did not affect the cash flow position of the company. Let's continue with the general balance. Company assets grew by 19%, reaching 2.7 billion. This growth is explained by more inventories with regards to minerals and more inventories of spare parts and materials for BRL 174 million planned property and equipment, more cost of exploration close to EUR 67 million, and more expenses with regards to taxes to be charged for 43,000 million. Our liabilities increased by 27%, another place closed at EUR 1.1 billion. This increase was due mostly to an increase in accounts that we pay of 95,000 million, also an increase of liabilities due to taxes for BRL 46,000 million, and more provisions for the closure of a mine for EUR 54,000 million. Paid rirmony increased by 14%, and it has reached PR1.7 trillion, and this is explained by an increase in our reservoirs and by other comprehensive results accumulated. Or reverse to cash and cash equivalents consolidated during 2022 cash and cash equivalents decreased close to 12 million thousand million. It is worth to mention that in November 2021, we issued shares in Canada and in Colombia, which enabled us to have cash high levels of cash. early 2022 net or gross cash flows coming from operations generated close to EUR 352,000 million, close to EUR 26,000 million more than compared to 2021, and this is explained by gold sales that were close to INR 2.2 trillion and versus payments to suppliers for $1.3 trillion of payments to employees for BRL 384,000 million and also income tax expenses for something -- cash used in different investments was close to BRL 252 million. This is mostly explains of purchases, property, plant and equipment for $220,000 and cash for exploration projects such as DCP in Argentina and also regional exploration in Govatos for EUR 63,000 million. Finally, cash flow used for financing activities was close to BRL 184,000 million, composed by the payment of dividends for EUR 98,000 million and payment of financial obligations for EUR 87,000 million. Now we're going to look at the summary of the separate financial results. In 2022, revenues increased by 8%, reaching 518,000 million. This is mostly explained by the larger gold sales for EUR 34,000 million and more income due to royalties due to BRL 6,000 million. And this is counteracted by lower income due to different coverages. Income per participation method from the different subsidiaries decreased by 84% in 2022, if compared to 2021, other close to BRL 32,000 million. This is mostly explained as previously mentioned by the deterioration of the Gualcamayo for $175,000 million and deterioration of the Danure plans for $21,000 million. Again, lower income is due to participation methods in subsidiaries and larger costs translated into a reduction of gross profit of 71%. Now it's close to EUR 68,000 million year results similar to the consolidated state showed a reduction of 88%. And now it is at BRL 19,100 million. With regards to the general balance of the separate financial statement, the company assets grew by 9%. Now they have reached 1.9 trillion, and this is mostly explained by an increase in the value of the subsidiaries, Hamco and Mineros Alluvial. This is also compensated for the reduction of the Argentinian subsidiary liabilities were reduced by 20%. Now they're close to EUR 204,000 million, and this is due to a lower balance of accounts to be paid to our subsidiaries, mostly to Mineros Alluvial. Patrimony increased by 14%, and now it is close to IDR 1.7 trillion. And this is explained due to an increase of resource and the other results, accumulated integral results. With this, I conclude the presentation of the financial results. And I would like to give the word back to the Assembly Secretary.
Andres Restrepo Isaza
executiveAt this point, do we have any questions? Do we have any comments for the Financial Vice President, any questions comments. Please go ahead. If it weren't for the exchange results, we would have a negative results. You mentioned $72,000 or $73,000 million due to exchange rates, and we have a result of COP 19,000 million. So that means that we would have had negative results for more than MXN 50,000 who had not been for that. The figure that you mentioned, EUR 72,000 million is made up of the difference with regards to the stock exchange as well as income that came from the sales of financial results. I think 32,000 million were directly a result of the exchange difference, the result is from sales in dollars, the annual results were $4.3 million. And this EUR 4.3 million in addition to Argentina's deterioration will also include deterioration of the plant of Gynura SaloViales, which is close to EUR 5 million. And we have received compensation from the insurance company for that. If we had received that in December, the real company results would have been $10 million. Based on what I see here, we had an exchange difference again $17,000 million against '19. Gross profit as an operation, this is negative, again, if I were to remove that. And if I were to remove the stock exchange differences, again, we would have had negative results. You're looking at the separate financial statement. Well, even if I look at the consolidated one, I would see similar figures, right? 8,880 and 7,700 with regards to stock exchange that give me INR 16,000 million and change again. Basically, this indicates that we barely made BRL 2,000 million. So my question is, where is the management of these operations, and I'm looking at Page 46 unless I'm interpreting this in the wrong way? Separate financial statement are the figures that you have in front of you and your ideas, we had some advantages due to the valuation of currencies, which represent an earning with regards to the differences in the currency exchange. That is definitely a reality. There's someone else asking for the microphone and towards the front of the room. This was insured for $4.8 million, right? Again, that hasn't been paid yet. They're going to be paying and that they're going to pay the same amount for that machine and they're going to pay again, the value of that machine when the accident occurred. Do we have any other comments? Any other questions? No comments, no questions, so let's continue. Let's read the tax auditor report. I would like to ask Olga Cabrales, a representative from Deloitte to please, she is acting as the tax auditor. So please go ahead and read your report of consolidated and separate financial statements of the company for the year 2022.
Olga Cabrales
attendeeThanks to the shareholders of Mineros. I have audited the results of Mineros SAR was to correspond to the status of financial status of the company as of December 31, 2022. I have all looked at the different results, our results with regards to changes in the patrimony cash flow for that year. And with regard to the notes as well and I have also included summary of the significant policies. In my opinion, the consolidated attached financial statements that come out of the accounting Buca, reasonably percent. The financial situation of the group as of December 31, 2022. The results of this operation and its cash flows for the year that ended on that date in agreement with different accounting and financial information norms that are centered in Colombia. I have conducted my auditing in accordance with the international auditing North that are accepted in Colombia, my responsibilities in according with regulations are described in the section of auditor responsibilities. I'm also independent of the group in accordance with the ethical requirements that are relevant for my audit of these financial statements in Colombia and have also fulfilled other responsibilities that would reverse to the ethics in accordance with these requirements. And I do believe that the evidence for the audit obtains is efficient and appropriate to provide a reasonable base to express my opinion. Key aspects for the audit are those aspects that according to my professional judgment, were the most important with regards to the current financial statements. These matters were covered during my audit of the financial statements as a whole and we're also included for the formation of my opinion. Therefore, I'm not expressed a separate opinion regarding these matters. The main asset is deterioration of the long-term assets, specifically in their use of value as indicated in Note 7.2% with regards to the consolidated financial statements, we concluded that there is deterioration linked to the Gualcamajo assets linked to the situation in Argentina and to the scary and recognize 17,880 those deters in our administration deemed recoverable value based on the amount, the used value determined by the administration includes spans and significant assumptions related to future production regarding -- related to the projected gold off price and discount rates estimated. Applied, the main procedures, audit procedures going to revise the cash flow model for the welcome to follow and evaluating the risk of estimating and the relevant assumptions also value and risk of liability of the administration evaluation of deterioration indicators also to evaluate this and an implementation of the relevant controls regarding the group process to develop its estimate of recovery of value for this mine managed with the assistance of valuation specialist evaluate was appropriate from the discounted cash flows are prepared by the administration, including the reasonability of the assumptions used by the group to the determine discount rate and the projected gold prices. The administration is responsible for preparing and correctly presenting the consolidated financial statements in accordance with the accepted accounting norm financial information or after in Colombia and in accordance with the internal control that has been relevant for the preparation and presentation of this financial statements of significant errors. When presenting this financial statement, the administration is responsible for evaluating the group's capacity to continue as a company, revealing even the need for any matters related to the evaluation of the company and using the accounting principles of functioning companies only the administration has the intention of liquidating the group more or less there are no other options. Those governments responsible are responsible for provides in the process of reporting the information to the entity. My objective is to obtain a reasonable security that the financial statements as all are free of any material energy to fraud or error and to produce an auditing report that contains my opinion. Reasonable security is a high degree of security, but this does not guarantee that an audit down in accordance with international owners would detect a material error is occurs. These errors can exist due to error or fraud and yes, they are definitely grave or materially if they can affect the economic decisions made by users based on the financial statements. As part of an audit, and this is in accordance with the international norms accepted in Colombia, I applied my professional judgment and I keep skeptic added to during the whole audit likewise, I identify and evaluate any material risk in the financial statements due to fraud or error also design and apply audit procedures, and I also obtain evidence that is sufficient and enough to provide a foundation for my opinion. Risk of not detecting any material errors due to Fraudis higher than material errors due to errors because fraud might implied falsification of missions or manifestations that are wrong or evading internal control. I also obtain internal control that is relevant for the audit with the idea of designing audit elements that are right based on the circumstances and not for the purpose of simply express in my opinion regarding the internal control of the group. I also evaluate what is appropriate with regards to the accounting policies and the reasonability of the estimations that revaluations made by the administration. I conclude based on this and based on the evidence of the audit obtained, I conclude that there is an answer in derelated to the version or conditions that may generate significant doubt regarding the group's capacity to continue as an operating company. If I do conclude that there is material uncertainty, I am required to in my report to present that or I am report to reveal that and to express a modified opinion, my conclusions are based on the audit evidence obtained so far, obtained until the date of my report. However, future conditions might lead the group to stop being a functioning company. I also evaluate the presentation structure and content of the consolidated financial statements, including the information that is provided and also included in this present a relevant information in a way that is reasonable. I also obtain evidence that is enough and sufficient with regards to the financial information of the company or its business activities to express my opinion regarding the consolidated statements. I'm also responsible for conducting the audit of the group. I am the only person responsible for my opinion. I communicate to those that are responsible for the group scope and the opportunity of the audit and its significant results and also communicate any significant efficiency with regards to the internal control that could have been identified during the audit. I'll also provide us that are responsible for the governments of the company, a declaration with regards to compliance with the relevant ethical requirement with regards to independence. And I also communicate all other matters that might affect my independence, and I also present the necessary safer based on the matters communicated to those responsible for administrating the company also determine which of those matters are the most important with regards to the audit of the financial statements of the current period and which also become a key aspects of the audit. I also describe aspects in my report or the report on less low regulations prevent under extremely strange situations under was, I would determine that something does not need to be communicated because the adverse consequences would be worse on the benefits of making such communication. The financial statements that concluded on December 31, 2021, are included only for comparative purposes. And again, they were audited by me, and I expressed my opinion without any safe first of February 25, 2022, and this is signed by me. On Page 41, you can see the separate financial report, which includes the same terms. In other words, my opinion without any safeguards and it also speaks about compliance with the legal requirements upon which I did not identify any matters that affected my opinion. Thank you, [ Mrs. To Orito. ] So shall we approve the separate financial and consolidated financial statements as of December 31, 2022? So does the assembly approve? These financial statements as of December 31, 2022, does anyone disagree?. This presentation and approval of the profit distribution project, Ms. Secretary, please read this proposal with regards to the distribution of profits or utilities. $4,486,648 were the figures for last year with regards to utilities likewise, we want to bring us a reserve for EUR 1.48 for an annual dividend of $0.07 per dollar, which are going to be paid in for payments of $1.75 per quarter dividends are to be paid at the official rate on the payment day. And this corresponds to an annual dividend of $0.07 per share, which represents an increase of 8% compared to what was paid in 2022 and close to 18% compared to the current and again to the assembly. We have someone raising their hand. Please go ahead. First of all, I would like to congratulate you for the operational report of the company, great report, great indicators. Unfortunately, we have this issue with the assets. But as you mentioned, cash flow on our position is stronger. I do have observation that I would like to make with regards to the dividend. Unfortunately, dividends are decreasing. They have decreased by 4.6%. And this I do not really understand. I do not understand how with such exceptional results I do not understand why dividends are decreasing why because the dividends that we received last year was 7.48%. And this year, we're only receiving $0.07. Last year, we have an extraordinary dividend. So in other words, we are not increasing this dividend by 8%. Instead, it is being reduced by 6.4%. And to be frank, this is not acceptable. And I would like to repeat the financial solidity of this company. Again, we have $50 million. It's a $50 million company or EBITDA daily EBITDA is $500,000. And what does that mean? And I'm making this observation because this is an assembly that has always been very respectful. And this is an assembly in which we can present different observations, different concerns. It's really not a proposal. So again, the idea is to reflect with the Board of Directors, and this dividend should be reconsidered. I honestly do not believe this is possible. I have been a shareholder of Mineros for more than 20 years, and this is actually the first year in which our dividends are decreasing. And I do not think this is acceptable, especially in a year in which our company results have been so exceptional. And again, we are having very good results this year. We have mentioned the levels of production. So again, we're seeing record levels with regards to gold prices. We're close to again, $9 million. So if -- can someone get me a glass of order, please? So my observation is the following. My comment is the following. We should at least be receiving $0.09. $0.09 is slightly above the increase of our minimum salary. And I'm sure that company employees need to see the salary increases. And I'm hoping that they have these increases but again, I don't think I'm presenting anything exceptional. And I would say that for us to understand this increase better. Again, if we were to be paid this year, $0.095, this would be $4.5 million, $4.5 million, which is less than 10% of the liquidity the company had on December 31 and is equivalent to an EBITDA of 6 days only since day so respectfully. That is my observation, and I hope that you consider it.
Andres Restrepo Isaza
executiveWell, thanks for your comment, and I would provide a follow-in response to your comment. Well, first of all, and you mentioned many things for the first time. We are having more dividends than the company's profits. And this is possible because we are being prudent with the management of the company, and we have the liquidity to do so. We have another circumstance that in the past has forced us to change our proposal. And again, this year --so again, we have to vote. But I believe we have the vote and another interesting port or something that we mentioned last year when we registered in the Toronto Stock Exchange, Mineros is the only company, whole company that has never stopped producing dividends. So I do understand your expectations, but I'm going to insist before the assembly to consider this proposal, I would like to complement the considerations that we took into account to propose this dividend. One of them is our political uncertainty, political uncertainty in all the geographies where we live Nicaragua has many risk due to the United States actions. And what are we doing to handle those risks? Well, basically, we are working with all that foreign asset of the Department of secure of the United States Colombia just came out of a strike, a 2-week drive that reduced this month's production to less than half in Colombia. And this is the operation that generates the most EBITDA. And again, this strike hasn't been sold yet. Our company has presented or has recently made up of bin the prefeasibility of another project or anirproject. This project is going to increase the promotion of Mineros by 57,000 ounces, but which requires an investment of close to 200,000. If we continue working on this testability excuse me, it's a EUR 200 million investment. So this investment would be made under different circumstances as compared to last year, basically, interest rates have increased and it is a lot more costly to do finance for this type of projects. And this company did not have an exceptional year with regards to our net results, as mentioned by Gonzalo, Gonzalo right? as Gonzalo mentioned. So again, the Board thought that extraordinary dividends could be paid in years when we have extraordinary results, and we also feel that the company should try to keep this maintained dividends. The company also has to be cautious with regards to the use or the management of its cash flow, again, the focus of the company is to keep this cash flow for upcoming years. And with this, I'm not saying yes or no, because this is actually your decision. I'm only contributing additional arguments. This is basically what we agreed or what we argued in the Board to agree on the dividend. Please go ahead. The floor is yours. When we look at what we're looking at, we're looking at $4.5 million, and this is a company that has $15 million. So for this quarter. And again, the price of gold has been close to $1,930, while the average last year was $1,800 promotion. This year is a lot more positive than last year. And again, it's only $4.5 million. And again, $4.5 million is the amount that is going to be coming in for the compensation for this insurance compensation that you have mentioned. So to be completely honest, I believe this company is so strong that saying that it cannot increase this and instead it decreases and I do not think is acceptable furthermore. Let's look at what has happened to shareholders this year. Well, as our shares dropped to, say, 50%, 40%. We're also paying more taxes for the dividends that we receive. We also have more inflation. And this is the way it should be. Salary increases need to be positive and they need to be above inflation levels. And the only ones that are going to see a deterioration with regards to our profit or the shareholders and to be honest the shareholders or the reason for this organization to exist so, being completely honest, I think that you need to reconsider this. I'm not really asking for anything exceptional. Again, we see an EBITDA that is lower. So again, being completely respectful. And I do understand that we're working on different projects. But to say that this company and not paying all the shareholders, $4.5 million additionally with less than 10% of its cash flow for December. Well, to be honest, I think there might be reasons to justify it, but I do not think this is acceptable for shareholders. And again, this is an attitude that is quite frank and wide honest with all do you respect. I would like to reinforce what our main shareholders says. And again, it is always quite critical. It's always quite critical with reverse the figures that he presents. And he started the figures a lot and I also heard that the damage we had in Gualcamajo did not affect our cash flow. So again, COP 174,000 million that can be spread and that is half of what's being proposed. And again, as $0.09, $0.09 represent 2.5% of the reserves. We have $990,000 million in reserve on an order removing $125,000 again. So we do have capacity to distribute these dividends. Well, we would pay in addition or $4.5 million has close to COP 20,000 million, again, it's not 9%, and we're saying 20,000 million out of a flow that is being shown at 200,000 million. So financially, we do have the solidness. So again, we are the main reason for this company. Thank you for your comments. Shares dropped by 40% in Canada, and we need more money in Canada in Argentina and in other projects. But who is going to buy this year, again, if the price drops, nobody is going to fit? So I would like to present to the assembly, the distribution of dividends that was suggested by the Board of Directors. I do understand that some of you disagree. So please, those of you that disagree with this proposal, please identify yourselves right to your hands. So to count the votes against or going to take your news. Please be patient. We're going to approach you and you take your name. That would not be fair, this would not be fair because we are a minority. Those of us who are present today. I mean not even 10%, 15% of the company sitting here. So I think it would not be -- I do not think it would be fair. I think that I feel that there's capacity to pay for this. We have sufficient cash flow the recalls are not going to be affected. So, I do not see the point in voting at this point we're voting because these are the company states because this is democracy, but we are a minority here, but let's simply vote so we can I believe that Dr. Pacheco makes full sense -- this is an assembly and we are in a democracy so I do not even think it's relevant to count the votes. I think that the main point is for us to express this -- our feelings. And again, I didn't really make a proposal. I simply presented some of the survetions because, indeed, we know that it is not this web also aware that the Board of Directors has been quite receptive to hearing these cases, if there is some sort of justification. But this information that we have on the table is partially in truth, increase is 8% compared to ordinary dividends but compared to the total dividends of the company, this is actually a reduction of 6.4%. Yes, it is so. I would like to. And again, my apologies for going back to this topic. Last year was a year of many, many changes, local changes in the different operations in which we work. And there were also international changes. Interest rates increased financing costs also increased so, the Board analysis was done with our due diligence. Again, we deal included all the possible situations and the guidelines that we have from the Board is to be quite crude delicate with the cash flow because financing is becoming more and more challenging and more costly. Financing for growth is going to be significant 200,000 $200 million in the just 2 years from now. So again, I would like to be respectful, and I do understand that this can be difficult for you, but I would like to emphasize the message that what we are doing, the administration and the Board of Directors. What we're trying to do is to take good care of the company because we're seeing more risk this year compared to last year, and this is due to changes in the international market. This is also due to volatility, currency, volatility is also new to the macroeconomic situation in Argentina. And this is also due to Columbus political situation. So this is a year in which many of the decisions that were taken by Mineros were revised and readjusted. So we going to dive the company to this reality. And the reason why Mineros as pay dividends continue to be for more than 30 years, well. Again, we do not know of any other companies in the Toronto Stock Exchange that has done the same and we have been able to do it because of the proper management that we have had during all these years. And again, this is our proposal to be careful with the cash flow of the company. It's something that I mentioned to Dr. Lucia this morning. I think that Colpatria, both this year is in 1970, something 46 years ago. I was not part of the Board. Again, we have had many programs we have been explored. We have been effective, but what happened in Anting this year, closing our company for 2 weeks is something that has never happened. So as the President of the Board, as a share of the more says, we have to be careful. There is anyone pending 2 votes so we can close this part anyone pending to, please raise your hand if you haven't voted. If you would like to vote and you haven't voted, please raise your hand. We understand that those that did not vote against are in favor of the proposal, right? So we'll agree on that on that. Okay. We have an approval through 96.57% of the shares. Consulting vote on the Board of Directors in accordance with policy for election and compensation of the Board of Directors, we would like to hold a consulting vote nonbinding vote with regards to the different board members proposed. This consulting vote is practice of the Canadian regulation, which indicates that Board of Directors are individually voted. The results of this are only going to be used for evaluation purposes based on the policy for the renovation of the Board of Directors. If someone does not -- if the majority does not agree with one Board member, his person will be evaluated. So now, we're going to ask to vote for the different members of the Board of Directors. Same voting mechanism. If you disagree with the appointment of any of them, please raise your hands. Dr. Santiago is not included in this list. Dr. Santiago has been with us for many, many, many years. Santiago, many thanks for all your work. Dr. Eduardo Pacheco, Cortes. And again, if you disagree with any of the appointments with your hands, Dr. Dieter Jens, second, Dr. Beter Jens, third, Jose Fernando Janonen. Third, Nicolas. Fourt, Carlos Payes. My apologies, if I skip some of you. Sixth, Monica --Seven, Sierlo -- Eight, Alberto -- Nineth, Lucara Eraldo. Tenth, the election of the Board of Directors 2023, 2024. For this assembly, we propose great changes most living to us is coming in. This was proposed to the shareholders through the website of Mineros Sensia, and this was shared with you shareholders prior to this meeting. So in compliance with the applicable regulations and the policies or selection and compensation of the Board of Directors, the Governance and Sustainability community has analyzed the suitability of all the candidates included in the follow-on criteria and abilities for personal development and so on. And this committee has determined that each one of the candidates proposed are asked to perform as members of the Board of Directors of the company accordance with Colombian regulation, the Board of Directors is selected by an elective system, which is described by Colombian regulations and the memorandum of information, which has been made available for our Canadian shareholders. Simply approves this list for the Board of Directors. Does anyone disagree? Good. Eleventh, establishment of fees for the Board of Directors or payments for the Board of Directors, the team of Mineros considering a 4% and by the model directions or different contributions proposes the compensation of the Board of Directors, including fees. We're attending different meetings and different communities or this still remain the same as we indicated on the slide. So again, there are not going to be any increases in this means are in dollars. So the assembly approves these fees or in compensations for the Board of Directors. Does anyone disagree? Twelfth, appointments of the tax or into and establishment of the fees for the tax auditors. We propose reelecting Deloitte. We're going to call them Deloitte Colombia reelected for another 3 years after revising their proposal with regards to the requirements for independent experience, our team caused a knowledge of the sector, the Audit and Risk Committee of the Board of Directors recommends electing Deloitte Colombia as the tax auditor for the company 2023 and 2024. With regards to the compensation, the Board of Directors recommends approving annual fees of $270,000 plus taxes, applicable taxes. This is a reduction of $8,000 comparing to last year. Details of the fees are presented on the table on the screen. We also propose to authorize the company to make payments for additional services linked to the linked to the tax audit up to 10% of the annual value. This is a common practice in Canada, that themes are covering additional services for audits with the idea of preventing any conference. We have a comment someone in the back. These functions of Deloitte are paid in dollars, but they do work in Colombia. Sometimes we're paying dollars, sometimes MX1, and I do not know if this is an increase compared to 2022. But what I'm saying is that these figures should not appear in dollars. The note provides audit services in Argentina, in Nicaragua, in Canada and in Colombia. And indeed, we hired Deloitte Colombia, but they are providing services these services through these companies in the different countries. And these are fees. And again, we're also listed in Canada, 3 years audit cost because we're listed in Canada. They have increased and they have increased However, the specific cost compared to the Canadian market are below the mid. What is the cost, increased cost. What were the fees in 2022 fees this year are $8,000 less than the fees for last year. In consideration, do you approve this? Does the assembly approve this? Does anyone disagree with regards to the fees for the tax auditor 13 point of proposals in miscellaneous participants, shareholders, and in comments. If there are no comments, we're close in the 2023 as my and with this, thank you very much, and have a great afternoon.
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