Mineros S.A. (MINEROS) Earnings Call Transcript & Summary

We're very happy to have you here this morning. We're going to get started with our 2025 shareholders' assembly for Mineros as well the attendees finish registering. We're going to get started with the event formally now. We're verifying the quorum. Allow us one more minute until we verify the quorum to deliberate and make decisions valid.

Good morning, everybody, for all the attendees. We're going to formally open the general shareholders' assembly today, March 31, 2025, I declare open the ordinary shareholders' assembly. Mrs. Secretary, please read the agenda for today.

Good morning, everybody. The agenda for today, for the regular general shareholders' assembly. First, verification of quorum on installation of the assembly; second, approval of the agenda; third, appointment of the review and approval of the minutes Commission; fourth, reading the management report; fifth, presentation of the consolidated and separated financial statement with cutting date 31st of December 2024; sixth, report of the external auditor; seventh, approval of the separated and consolidated financial statement as of 31st of December 2024; eighth, approval of the management report of the annual report; ninth, presentation of the EU dividends project, tenth, consultive project -- consultive vote for the Board of Directors; eleventh, election of the 2026 Board of Director list; Twelfth, setting fees for the Board of Directors; thirteenth, appointment of the external auditor for 2027; and fourteenth, additional subjects or topics. This assembly was called within compliance of regulations with publications in the website, the press on 17th of February and March 25. Now related to TSX shares, the company has you saw the disposition of notification of access. According to compliance to laws and regulation, the documents required were so presented. If there are no objections, we don't have to read -- these materials were presented and the notification of the meeting was done according to the procedure and the bylaws of the company and Canadian regulation. Once we added all the presented actions and proceedings and the documents presented, I report that we have accredited to 142,497,671 shares that are equivalent to 80.9% of shares in circulation. Therefore, there is full quorum to deliberate and make decisions valid. I also report that neither managers nor employees of the company are representing other party shares. So -- and consequently, we declare officially open the assembly. At the entrance, you received a QR code and some voting slips. Please preserve the QR and the voting slips because with them, they will be necessary for the vote in this meeting. Finally, I report to the shareholders that the current meeting is being recorded and has streaming broadcasting through the website of the company.

I report the shareholders that we accepted all the power of attorneys presented so far at the beginning of the meeting.

Second, approval of the agenda.

Dear shareholders, the votes for the assembly would be carried out by acclamation as long as possible. I request friendly to raise your hand in case that you disagree with some of the decisions that are being made. Do you approve the assembly and the order of the day and the agenda? Could we add an additional point to the agenda? That person is speaking very far away and they don't have the mic. So I'm not able to translate, Sophia. I also give the mic to [indiscernible].

If there is any particular vote needed and these numbers are fundamental for this, I don't think we should do it by simple acclamation. I propose that this is very clear so that it's not done by acclamation. We have the possibility of vote by voting slip if you -- for these type of votes, which are of significant nature and material in impact. Consequently, subject to the consideration of the general assembly to add as point 10 of the order of the agenda to analyze and approve program of reacquisition of shares of the company. Does the assembly approve this proposal to this buyback program? Yes. I report the assembly that the modification of the agenda has been approved. I request the shareholder to give us your proposal that was just delivered. I also request the Secretary of the assembly to read the new agenda according to the modification that was just approved.

First, a verification of quorum and installation of the assembly; second, approval of the agenda; third, designation appointment of the review and approval of the minutes commission; fourth, reading the annual report; fifth, presentation of financial statements separate and consolidated as of 31st of December 2024; sixth, reading the external auditor's report; seventh, approval of the financials separated and consolidated financial statements of 31st of December 2024; eighth, approval of the management report; ninth, presentation and approval of the dividend distribution project; tenth, program for shares buyback; eleventh, consultant to the Board of Directors vote; twelfth, election of the Board of Directors for 2025, 2026; thirteenth, setting fees for the Board of Directors members; fourteenth, election of the external auditor; fifteenth, miscellaneous topics and other proposals. Third, appointment of the commission to review and approve the minutes of this assembly.

I allow myself to put to the consideration of the general assembly of shareholders, [indiscernible], Santiago Gonzalez as delegates to constitute the commission that would review and approve the minutes of this meeting. The delegates are present in the meeting. And I request you to stand up so that shareholders can identify you. Thank you. Does the general assembly approved this delegation for the review and approval of the minutes?

I report to the assembly that the commission has been so approved and appointed for reading the annual report. As follows, Andres Restrepo, CEO of the company, will give a brief presentation of the more relevant aspects of the management report, which was put -- was made available to shareholders with sufficient time in advance.

Good morning, everybody. Good day, everybody. Dear shareholders, this year, the annual report was presented according to Circular 012 and 031 of 2022 of the Financial Superintendency of Colombia. And this implies that it's a very extensive report and very detailed report. So to be efficient with time, with that intention, we're going to present a summarized version of the activities, but the full document, you find it in the printed book that it's in your seats and also in the prepared financial statements that we published in our website. Let's begin with the general aspects of Mineros. We are a gold mining company with an HQ in Medellin, Colombia with diversified operation and productive stage and in development stage located in Central and South America. Our mines and operations are Nechí Alluvial in Colombia and Hemco in Nicaragua. In addition, we also have a series of growth projects in the pipeline Porvenir for instance, which is in the pre-feasibility stage, the exploration target, Luna Roja and 20% property in La Pepa project in Chile. In November last, we were 50 years old, it's our 50th anniversary, and we are listed in Colombia Stock Exchange under Mineros symbol and in Toronto and TSX under MSA. Legal processes, risks, and any legal [indiscernible]. There are no administrative or cases that Mineros is a part of that have the capacity of affecting materially its operation or its financial operation. As far as risks, you can find all the detailed information in the printed report. But I also want to highlight the most important ones. The main risk is the price of metal, the price of precious metals. This price is determined in the international market, and we don't have any influence in the formation of the price. We then manage that risk through financial derivatives and hedging to reduce the variability of revenue, especially in our operation with the tighter margins. And we also do it in moments that we consider that it's important to do it. For example, last year, we didn't take any hedges. We were able -- we benefited from all the rally of the price rally of the gold bull market. And also the fact that we operate in complex geographies, that's not a secret for anyone to operate in geographies like Nicaragua. Colombia exposes us to changes in the rules of the game or changes in macroeconomic policies that can impact our competitiveness. And our operations are exposed to highly threatening and vulnerable high climate change vulnerabilities and risk. A couple of years ago, we had two hurricanes in 2 Months in Nicaragua. So it's a key risk. Weather and climate. If you remember last year, we interrupted operation during 10 days in Nicaragua to raise the dam precisely to mitigate that risk. Let's go to relevant facts. In 2024, we produced a total of 213,000 ounces of gold, of which 131,000 were came from Nicaragua and 82k, 82,000 came from Colombia. In 2024, we had an increase of 23% of our production, 765,000 ounces in silver. And we passed dividends for COP 112 billion, representing an increase of 42% vis-a-vis the previous year, and our shares had a very positive behaviors in the market with a valuation of 131%, 129% in Colombia and TSX, respectively. 2024 was a record year in revenues, profits and while we had consolidated revenues of COP 2.2 trillion, and we closed with a net profit of COP 355 billion. Performance in the stock exchange. In the slide, you see in the screen, you can see the behavior of shares in Colombia and in TSX. During 2024, the share price of Mineros in Colombia and BVC had a bull market, a bull rally, a good trend, accompanied highlighting as one of the best-performing shares in the entire stock exchange with a valuation of 131% as I said before, closing the year at a price of COP 4,255. During the year, we also highlight the increase in MSCI [indiscernible] and the inclusion within the Standard & Poor's Colombia Select Index. This contributed to the dynamization of the share in Colombia. Looking at our TSX behavior, it was also a big trend, an increase of 129%, closing at CAD 1.49 for common shares. In both jurisdictions, we had an important volume and increase in volumes of 188% and 333 in Canada. This is very important because it is partly a reflection of the work and the effort we've done to get closer to local and international investors to show the company participating in several events for the company and promotion during the year. We also had an important increase in shares listed in Toronto closing the year with 96 million shares compared to 27 million compared to 2023. So we quite increased. It's important to compare these two graphs to see that even though Toronto has lower -- less shares, the volume, the proportional volume circulating is higher. So it validates the decisions we made in previous years to listing the company in Toronto, a decision that cost us a lot of effort, a lot of work, but I believe it has given fruit and it will continue doing so. We continue looking for increasing liquidity and transactionality, assist attending events, virtual and face-to-face and showing the information to the company to the markets. We renewed completely our website, facilitating access to information for investors. The results of the last year show this, and we'll continue working to look for ways in which the value of Mineros being reflected in the share price. Gold price. During 2024, gold price registered a predominantly bullish and increasing trend between 2,800 on an average, which was very positive during the year, a nominal increase close to 27% with a closing price of 2,62,450 at the closing of the market. The geopolitical events and the confirmation of the reduction of interest rates in the United States and the expectation of global inflation drove the metals to maximum records during the year. And you all -- I'm sure you know that you're looking periodically, you're looking at the gold and this even better this year. It's operating during the last week, above $3,000 an ounce, which is, I believe we haven't seen this ever, ever before. Financial and operational performance. Alan, the CFO, is going to show you the consolidated and separated financial statements. So I'm going to quickly talk about performance and results. Gold production was reduced 15% versus 2023, closing the year with 213,000 and the closing price was 23% increase versus last year. Continuous operations in Colombia and Nicaragua reached COP 2.2 trillion, showing a growth of 14%. Gross profit of continuous operation had an increase of 20%. The loss of discontinuous operation was 0 due to selling [indiscernible] in 2023, and net profit of the period was COP 355 billion, reflecting an important growth of 418%. We closed the year with an important increase in cash flow with an equivalent cash of COP 425 billion, showing an increase of 95% vis-a-vis 2023. Looking at unit cost, cash cost. The all-in sustaining cost increased by 20% and 19%, respectively explained by more higher operational costs and revaluation of the peso and higher gold prices that affect buying [indiscernible] gold and also because we had a lower denominator in Colombia. We operate in the 2 geographies at full capacity when production goes down is because we don't have the gold content expected in the operation. It happened last year in Colombia's operation, we were working quite intensively trying to make corrections. And we were able to improve it in the second semester, but not enough to close the gap that had been created in the first semester. This is part of the risk of the mining operation. When you operate a mine, you estimate what you're going to produce based on drillings, every so on and so, every -- with certain distance, but these are built to build the model, assuming there's continuity between our redrill and other, and it's not always the case. So this could be variations from one year to next. Last year, Nicaragua did better and Colombia are also more challenged. This year, Colombia began better and Nicaragua less because the price of gold is affecting our artisanal miners in Nicaragua. It's a deal for them to sell mineral with lesser mineral grades, so we're having a lower production. We're having a lower mineral grade in artisanal mining in Nicaragua. These are the normal variables of mining operation. There's nothing strange. It doesn't mean that there's not a pressure on [indiscernible] permanent pressure to try to increase production to benefit from the higher gold price, and that's where we keep it up. Santiago, which is the first row can tell us how last year was for him. Let's go to investments. During 2024, the additions of [indiscernible] property, plant and equipment and intangibles added to $309 million which is an increase of 22% versus investment in 2023. Investments were financed fully with internal resources in Colombia. We invested close to COP 73 billion destined to expansion and sustenance and exploration projects. And most significant investment was like the buying and refurbishing and repowering a suction dredge that allow us to extract the sterile material and concentrated bucket dredges and rich in mineral -- rich mineral. And the reposition of the alluvial plant where we had a wreckage of the plant, it was turned upside down. We were operating with a smaller plant with lower recoveries. We are finishing the repowering and refurbishing of a completely new plant, and we hope that this has an impact in this year's production. In [indiscernible] Nicaragua invested close to COP 236 billion in exploration, expansion projects replacement of assets and repowering. The most important investment was in regrowing and raising the tailings dam, the San Jose dam. Exploration and growth, we're focusing on expansion and replacement of mineral reserves located inside of close or operational mines in our growth projects and in exploration targets in our mining tunnels that have been unexplored or little explored. In the alluvial segment during 2024, we drilled 14,500 wells, increasing by 50% the exploration plan or were surpassing by 50% the exploration plan. Why did we do? One of the things we tried to do to improve production was to close the grid, what we -- is closing the grid, which has made additional drills between a drill and another to increasing density to better drill and adjust mining plans. For 2025, the company estimates to drill 10,000 meters, more meters, of which were 174,050 are for the expansion of mineral resources, 5,000 are in the current production area and 250 meters of recognition in the Rio Cauca target. As far as Porvenir and Nicaragua, we updated the assumptions we completed the work analysis of metallurgic tests, which led to the finalization of the model in the fourth quarter of 2024. Besides, Mineros been evaluating alternative mining methods to improve efficiency of extraction and reducing costs guided by the findings of the geomechanic study, which was completed also in 2024. The company is updating resource and the Porvenir projects to maximize its value and continues evaluating optimization alternatives of the prefeasibility studies, tasks that are scheduled to be completed during this year. We're working in several fronts then we're trying to increase the resource and reserves base, which allows us to amortize the initial investment in a new mining operation in a new processing plant, but we're also working with new consultants to lower investment levels, level lower -- we're looking for more efficient economies for lower investment. All of this should result in having better internal rate of return and to be able to go ahead the commissioning of this project. We haven't made a decision about it yet. It's in the prefeasibility phase, and we're working to improve the prefeasibility numbers. As you see in this slide, we continue exploring targets that are close to our current operations, looking to increase and improve the category of our resources or reserves guidance or production estimates or guidance -- the guidance for 2025 is an indication of how do we expect performance and results to be in 2025 in terms of production, cash cost and all-in sustaining cost. For 2025, we anticipate a consolidated production of 201,000 to 223,000. This anticipates a stable operation in both operations in Nicaragua and Colombia, why stable? Because this is mining operations, behave mining operations to be working at full capacity. So until you don't incorporate either a new mine or a new plant or a new operation, there is no drastic material significant changes in production levels. What do we look for to get all the benefit from the plants and the mines? As you can see, there is a range -- or a range that is a broad range given the variabilities that the activity has. But as several of you often times have asked in assembly, why didn't we talk about the biggest mega gold, the mega target. We haven't talked about this again because that's not the customer in Toronto. The idea is to give idea, guidance for the year. This year is going to be like this. And it's important to try to under promise and over perform because it gives trust and confidence to investors. So sometimes the guidance is conservative. It's not conservative. It's disciplined. It's challenging. And now I start picking and I have to read to make sure I don't lose the thread. All right. What expected of a mining operation is to have a stable operation in time unless there's new projects or acquisitions are made. Before going to the cash cost, the all-in sustaining cost, I remind you that these are unit cost production measures per ounce of gold and they're expressed in dollars per ounce. Because usually, we compare -- contrasted with gold price. By 2025, we estimate a cash cost in the range of $1,340 and $1,430 per ounce and all-in sustaining cost between $1,650 to $1,750 per ounce. If you contrast this with a current price of $3,100, the operation is going to be able to operate with very good margins also this year. The cash costs and the all-in sustaining costs expected are exceed 2024, given that the costs are pressure by elevated gold price that affects artisanal material in Nicaragua. We buy in Nicaragua at a percentage of the spot price. So when the gold price goes up, automatic close cost, automatically go up and when it goes down, costs go down automatically. But if you look at it there, the cash cost in Colombia is going down slightly because in Colombia, the same thing doesn't happen. Social responsibility. In the package you have in your seats, we included a summary sustainability memoirs, including the most relevant highlights of our results. And the full memoir is in the website. I invite you to read it to get to know everything we do in sustainability. And with the responsibility to all of our shareholders and our stakeholders, we include information of the certifications and managers and the Board of Directors comply with all the regulations of social security and intellectual property and free circulation of invoices and the report of the Código País survey, Board of Directors and management thank -- are grateful for the effort and dedication of our employees and collaborators and their commitment to the achievement of the goals attentively, Eduardo Pacheco Cortez, [indiscernible], Lucia Taborda, Mauricio Toro, Marco Izquierdo, Juan Esteban Mejia, Sofía Bianchi, Daniel Henao, Michael Doyle. With this, I finalized the annual report of the finalization of the fiscal year, and I'll give back the mic to the Chairman of the assembly of the Secretary.

The presentation of the consolidated financial statement and separated consolidated. Alan Wancier, the CFO of the company, will briefly explain financial statements operated and consolidated, which were put to the disposition of the shareholders with more than 15 days in advance of this meeting. Then we will open the session for questions and comments and answers.

Thank you, Daniel. This is Alan Wancier here speaking. Let's begin with the consolidated income statement. The company had an increase of COP 272 billion increase compared to 2023. It's a record increase, reaching COP 2.2 trillion. This growth represents an increase of 14% and it's attributable officially to the big results and performance in gold and silver sales. Gold sales with an increase of COP 124 billion, increase by the ounces. Similarly, silver sales increased by 39%, generating [ COP 24 ] additional billion vis-a-vis last year. Costing were COP 1.4 trillion, an 11% -- total variation of COP 146 billion. This increase is attributable mainly to higher cost in mining operation and within which we emphasize artisanal mining, which increased by COP 74 billion, as Andres mentioned a minute ago, costs of materials and spare parts, an increase of COP 21 billion. Services, utilities, energy, rentals and transportation grew by COP 16 billion, close to COP 17 billion and personnel expenses increased by COP 16 billion, mainly because of the annual increases in payroll costs. Net gross profits were close to COP 754 billion, which represents an increase of 20% due mainly to the higher revenues early mentioned before. Overhead and management expenses increased by 10%, close to COP 14 billion. This increase was due mainly to the increase of COP 14 billion in payroll expenses as a result of the adjustments of salary adjustments and COP 2 billion as a result of increases in insurance. All of it was compensated by a decrease in utilities and service expenses. The decrease of 34% in other net outlets is mainly explained by the recognition of our revenue by the exchange rate difference by COP 56 billion. This is purely foreign exchange, contrasting the loss of COP 4 billion registered in 2023. Also in 2024, we didn't recognize any revenues by insurances by COP 19 billion, which happened in the previous exercise. The increase of 84% in taxes is explained mainly by the recognition of an expense tax, deferred tax that amounts to COP 7 billion. In contrast, with a revenue of COP 62 billion registered in 2023. We also registered an increase in income tax of COP 25 billion in income tax. The net result of continuous operation increased by 17%, reaching approximately COP 354 billion, driven mostly by the increase in revenues. Also, of the operation of discontinued operation was reduced from COP 233 billion, to 0 due to the sale of Gualcamayo mine in September 2023. As a result of this, net profit was COP 354 billion, an increase of 418%. This increase reflects the good performance of revenues for sales and the elimination of losses previously mentioned. Now let's take a look at the general consolidated balance sheet. Assets, the increase of 36% in assets equivalent to COP 679 billion. It's explained mainly by the increase in property, plant and equipment and cash and cash equivalents. The cash and cash equivalents increased by close to COP 207 billion and variation in property plant and equipment increased COP 324 billion. The increase of 35% in the liabilities, which is equal to COP 198 billion versus 2023 is due mainly to higher liability in tax, income tax and deferred taxes that amounts to COP 54 billion, more provisions for COP 51 billion and a higher creditors and other accounts payable of close to COP 36 billion in payables. The net worth was an increase of a variation, a percentage operation of plus 36% in net worth which is explained by more profits and retained profits of COP 130 million and a positive effect of the variations in the exchange rates, foreign exchange recognized in ORI. Now let's quickly take a look at the cash balance and the cash and cash equivalents in consolidated. During 2024, cash and equivalents were increased by 94%, closing balance with COP 425 billion net cash flows coming from operations activities generated close to COP 587 billion, explained by gold sales close to COP 2.2 trillion which were compensated by COP 1.2 billion payments to employees, vendors and COP 221 billion and payment taxes -- income taxes were COP 200 billion. The result of investment activities were COP 255 billion, distributed mainly in property, plant and equipment COP 222 billion and outlays related to procurement of intangible assets and exploration projects amounting to COP 22 billion. Finally, the cash flow used in financing operations was COP 193 billion composed by dividends, COP 113 billion. Financial obligations, COP 44 billion. Liabilities and rentals, COP 39 billion. The foreign exchange effect was COP 48 billion of the total. Now let's take a look at separated financial statements. In 2023, revenues decreased by 70%, reaching COP 58 billion explained mostly because we didn't do any gold sales, gold and silver sales. Before the Mineros SA who used to buy the gold to Gualcamayo and then used to sell it back, sell it again. This didn't happen in 2024 anymore. For this reason, the cost were reduced to 0. The revenues through the participation method increased in COP 286 billion, an increase of 333% vis-a-vis 2023. This growth is attributable mainly to the more profits of Hemco with COP 112 billion and the reduction of the loss in Mineros Chile SPA, that's Gualcamayo in COP 244 billion. These increases were partially compensated and offset by lower profits of Alluvial with a decrease of COP 75 billion. The gross profit had a significant increase of 233% reaching COP 430 billion due mainly to more revenues in Hemco, decrease of the loss of the Chile segment and lower profits of Alluvial Property mentioned before. Administrative expenses increased by COP 13 billion, representing 22% increase mainly because of the increase in payroll costs, amounting to COP 9 billion as a result of the salary adjustments as well as lower payments in utilities, including services and maintenance and others. Variation of 108% in other revenues and outlays is explained mostly by lower revenues. Every outlays is COP 4,000 billion and differences in exchange rates, COP 9 billion, compensated by more exploration expenses close to COP 2 billion in exploration increases. The decrease of 161% in taxes is explained by the recognition of deferred tax amounts of COP 4 billion versus a revenue of COP 6 billion recognized in the previous period. So that offsets. And lastly, the final result had an important increase of 480% in total, reaching COP 354 billion, thanks to more revenues through the participation method before mentioned and better results because of the foreign exchange rate and finalize with the balance sheet, general separated balance sheet. The increase in assets was COP 493 billion, an increase in assets representing a percentage variation of 35% which is explained by the increase of investment in subsidiaries amounting to COP 418 billion. More cash and equivalents, COP 58 billion, and more assets for income taxes, COP 9 billion. Liabilities increased by 12%, approximately COP 12 billion due mainly to an increase of [ COP 3 billion ] in other financial liabilities, COP 8 billion in expanded utility profit and COP 7 billion as a result of deferred tax. This growth was compensated by a decrease of COP 19 billion in loans and long-term credits. And lastly, looking at the net worth had an increase of 36% increase in net worth equivalent to COP 481 billion due mainly to profit of the period of COP 354 billion, as well as the positive effect of variations of the foreign exchange rate recognized in ORI. With this, I finalize the financial results presentation and give back the mark to the Secretary of the assembly.

Are there any questions or comments about financial statements of the company?

It would be important to read so not to ask questions because it's important to have all the information here instead of the website. But in administrative expenses, they've increased by 18%. On the other hand, [ 20% ] in the other -- and elsewhere 22%. The personnel, the number of people was reduced by -- employed was 20%, reduced by 20%. So it's a much larger increase. I suppose I would like to know if there is any extraordinary expense in the administrative special recognitions, bonuses, et cetera, or any other amount because that alters the percentage of maybe the only additional or abnormal expense versus other years has been a provision of some bonuses for executives versus last year due to the great increase of price share in 2024 executives as part of their compensations have bonuses of what we call virtual options or ghost options that are linked to the performance of -- with the increase of the share price, the amount needs to increase significantly their bonuses.

No, these are options, they are not shares, they're called parallel options, what we call ghost shares or options. The provision was made effective but the execution of the payment, not at 100%. It was -- that depends on every year when they want to exert that option of -- and what amount of money are we talking about. We provisioned last year about $3 million year.

So equivalent to 10% of the administrative expense in -- so is because -- this was increased and decrease of the rest of the personnel only was increased by the IPC on average and sacrificing 512 other people in the staff. It's a very high -- I don't know have you really considering in your other assembly has been stipulated this type of bonuses.

This type of bonuses were stipulated when we were listed in Canada. This is a program of bonus that is elapses 2019 for more than 5 years or more than.

Let me give you more context and color. This is Andreas speaking. When we listed in Toronto, one of the decision was that we made -- that was made by the Board of Directors was that the accretive bonuses, which is called the second compensation, the MD&A has been published in every single quarter since many years ago. And it said that if we give -- if the value of the stock of the share increased, there was an important incentive. The first level executives want a percentage of this valuation of the share. I'm going to tell you more colloquially. The Mineros salaries are considerably lower, lower to Toronto's salaries, what they told us, what we're willing to pay you more only if shareholders make more. Until last year, this bonus was 0, okay, with the valuation of the shares during last year, it took an important value. It looks big in a year, but this compensated gap of 4 or 5 years of lower salaries. To talk about this isn't -- I'm going to tell you in black and white. What I end up winning, if we divide it by the years that I won is not higher than the one that my replacement is making today. They received it all at the end because this year had a good performance. And if we didn't have a good price, I wouldn't have received it. That's the explanation. So it impacts financial statements, yes, because it was provisioned. We played with the lack of the company. And as I said until last year, it was 0. I agree that there is a bonus for the increase of sales. But as long as this win would be -- until you don't do the sale. I haven't won anything, it's an intangible.

I don't know whether this was established beforehand were to have stable -- because especially for the shareholders that didn't -- as it was increased from 3,000 all the way to -- it would go down, It's linked to the price of the share.

Well, thank you very much, [ Gonzalo ]. This is a subject that is periodically reviewed by the compensation committee. This is a program that came from previous years that, in fact, was finished in 2024. This is the end of this program. The committee is reviewing again the compensation policies for top management and the idea is to align ourselves to executives with a good or bad performance of the company. So that is something that we are reviewing. In this case, it's basically to honor previous commitments that existed from previous years and really well -- these are significant bonuses because this is how the stock has performed. The share has performed. We closed the year 2024 with record prices and very high prices in the shares. I would add that in the Board of Directors, there was also some over costs. This is due mainly to the compensation that the Board of Directors had before had a component per meeting. And given the circumstances that we're going through many meetings happened, we had an elevated number of meetings during the year. In this train of thought, we are also suggesting a proposal in changing the compensation of the Board that does not imply because of more or less meeting we affect the compensation, the reality is that we believe that we have a lot of work ahead, and this implies a lot of work and meeting many, many times in this train of thought. Later on, we're going to say that the proposal for compensation for the Board, it's a fixed amount independent of how however many meetings there are. If there are no additional questions, then I propose that we move forward to the next point in the agenda. Thank you. Sixth point, reading the external auditor's report. I request Olga Cabrales, representative of Deloitte & Touche which is our external auditor for Mineros SA to read her report on financial operated and consolidated financial statements of the company for the year ending in 21st of December 2024.

Thank you. Good morning, everybody. I'm going to read the report of a consolidated financial statement that you find in Page 67, of the report you have in your seats. In Page 55, you will find the report of the separated financial statement, which is issued with our signature to shareholders of Mineros. I have audited financials, consolidated financial statements of Mineros SA, which encompass the financial situation as of 31st of December 2024. Other comprehensive results, changes in net worth and cash flows in the end year and that dates and the notes of the financial statement, including information on our material accounting policies. In my opinion, financial statements, consolidated statements reasonably represent the real financial situation of the group as of 31st of December 2024. The results of operation and cash flows in the year ending in that date are complying with financial information, regulation and accounting rules accepted in Colombia. We've carried out the added according to international accepted roles. My responsibility according to this regulation are fully covered. I am independent from the group according to ethical compliance that are relevant for Colombia and have complied with the other responsibility of ethics according to these rules and regulations. I consider that the evidence is enough and sufficient to provide reasonable base to express my professional opinion. Key audit issues are those that, according to my opinion, were important in the financial audit. These issues were fully covered in the context of my audit. And in the formation of our opinion on these statements, I do not have a separate opinion. I have a comprehensive opinion. I've determined that these are key audit issues to be communicated in the report. As we described in the Note '24 to the financial statements as of 31st of December [ 2020 ], the book value of the exploration project, Luna Roja is COP 70 billion, which corresponds to an early exploration stage recognized according to accounting policies described in Note 3.15. Given the phase of the project, management of price critical judgment devaluation of related to exploration expenses and the progress of the project identified deposit to Luna Roja like a key audit because of the amount of investment and the acquired effort to evaluate the effectiveness of management to look at possible impairment. And there isn't. There is no indication of impairment and there was the following criteria. I assess the valuation of very contradictory evidence with the inspection and the Board of Director minutes, inspection of the period of exploration rights with the support of professionals. I looked at the book value using available technical information comparing it with similar projects. I use this understanding as part of the evaluation in general of significant assumptions of management. And I think [ it's ] if any indicator of buyers and there was no bias whatsoever. Management is responsible for the preparation and correct presentation of the statements according to financial rules accepted in Colombia and the internal control relevant for the correct presentation of financial statements was applying full appropriate policies of establishing a reasonable accounting circumstances. When preparing the financial statement, management is responsible to assess the capacity of the company to continue as an ongoing concern, disclosing related issues related to proper concern in operation, except management to have the intention of liquidating the group stop operation or having no alternative realistic alternatives. Those responsible of governance are responsible to supervise reporting or financial disclosure of the company. My objective is to obtain reasonable opinion, free of material errors or fraud and issue and of a professional opinion. Reasonable security doesn't guarantee that an audit according to international [ run ] accepted in Colombia, we're detecting a material errors could be due to fraud or error. And they're considered materially, individually or together, they can expect influence or impacting the economic decisions based on the financial statements. As part of my audit, according to international audit accepted norms, I apply my professional opinion and I have a positive opinion. Identifying and assess material errors due to fraud or error, I design and apply all the procedures respond to these risks and I obtain evidence -- enough evidence to provide enough base for our opinion, the risk of not detecting an error due to fraud is more elevated than a simple error because the fraud could include intentional hiding or overlooking by internal control. There are sufficient proceedings in place to provide a clean opinion. I assess accounting policy and the reasonability of accounting disclosure by management. My conclusion is that there's proper utilization of an ongoing concern. And based on the audit, I conclude a positive and clean opinion that is reasonable certainty. We have no doubt of the continuity of the ongoing concern. There is no material alarms or material concerns. And this, we express a clean opinion. My conclusion are based on evidence of audit obtained so far in the audit. Nevertheless, future conditions could cause the group stopping being an ongoing concern. But I assess the financial statement with a clean opinion, including disclosed information. And these financial standards represents a comprehensive and reasonable opinion. I plan and execute the audit of the group to obtain evidence of sufficiently an appropriate audit according to financial or activities of the business, for cleaning opinion of financial statements consolidated. I'm responsible for the direction of provision and audit of the whole group, and I'm the only responsible party for my audit with the opinion of the -- my professional opinion. I communicate to those in charge of governance, the scope and timeliness of the audit. There are significant results as well as any significant efficiency in internal control even were identified during the audit. I also provide those in charge of governance of the group, declaration about the compliance of ethical required relevant and the adequate requirements according to the -- related to independents, and I communicate all these elements that might affect my independence and in the case, the corresponding safeguards from those communication to the governance officers, audit of financial statements, these are key audit issues. I described the issues in my report, unless regulation implies the public disclosure or when extremely relevant, I determine that an issue should not be communicated because reasonably, we could expect adverse consequences would be more than the benefits of the communication. Financial -- consolidated financial statements of 2023 that are included for comparison only, were audited by me and in reports of 2024 is an opinion without caveats. Olga Cabrales signed 14 February 2025, and we declared a clean opinion. Thank you very much.

Thank you very much, Dra. Olga Cabrales. Gonzalo, one second for you to get the microphone because we have a remote audience. And if you don't speak in the mic, they wouldn't be able to listen to you. So wait for the mic to reach you.

This is Gonzalo. I understand that the external auditor, it draws my attention is this is an extraordinary event or sporadic events that affect my results. So after I discussed the bonus, which was explained, why didn't you call the attention of this extraordinary event, which was sporadic for the year?

There are two issues. First, as was mentioned in the patient, key audit issues or those issues that are material and are relevant for the results. It's true that there are certain transactions during the year that might affect financial statements and that are in the scope of the audit procedure. It's also true that not all of the events are material. According to the defined materiality threshold, not all the events that are part of an audit, go to the report. Only those that are according to a professional judgment could be of most interest for our use. That's why we don't call your attention to every single events that occur in the year in the company.

Does the assembly approved the consolidated annual report, financial report in 2024? Yes. I report the assembly that the consolidated financial report and annual report in 2024 has been so approved. Eight, approval of financial, separated and consolidated financial statements as of 31st of December 2024. Does the assembly approved financials, consolidated financial statements, operating financial statement as of 31st of December 2024? It is approved. I report the assembly that consolidated financial statements as of 31st of December 2024 has been approved by the assembly.

Nine, presentation and approval of the dividends distribution project. I take the opportunity to update the quorum, which is at [ 82.45% ] point with 247,141,118 shares were presented. We still have quorum. 247,141,118, which is equivalent to 82.45% of all shares circulating. So 9-point presentation and approval of distribution of dividends, profits in 2024 reached $86.552 billion. We presented. We proposed to put them in reserves and bring $122 million for reserves from previous years for an annual dividend for a $10 dividend in 5 installments on a quarterly basis. Dividends will be paid out at the official exchange rate of the respective payment.

This proposal corresponds to a dividend of $10 -- $0.10 of the dollar per share. This represents an increase of 33.3% respect to the ordinary dividend that create in American dollars and paid in 2024 on a yield with the current price close to 10.36% yield. Does the assembly approve this proposal? I'll give the mic to [indiscernible]

Well, first of all, good morning, everybody. Good morning Honorable shareholders, Dr. Andres, Dr. Daniel. It's a pleasure to have you here during this assembly. I have the custom to speak in this assembly, especially speaking in behalf of the shareholders, especially in policy related to dividends. I've always -- I do it with a lot of respect with total clarity and with total sincerity to contribute and especially bringing us a clear opinion of the shareholders that I so represent. And I've always begun this time, I begin by congratulating the company and the Board of Directors for the wonderful results that are presenting today because of congratulating given the situation, not only the present but also the future situation is an excellence -- it's an extraordinary management and extraordinary results. Thanks to Dr. Pacheco, Andres and the Board of Directors that has made possible this performance. These results are well -- record and to highlight but these are extraordinary to show the tremendous financial soundness and strength of the company that can allow to pay more dividends. Given being a justifiable subject, I'm going to talk about some details. I hope I'm not too extensive, but I want to clarify. The EBITDA of the company, COP 216 billion is equivalent to $18 million a month, equivalent to $9 million in 15 days, and I ask you to bear in mind this $9 million because this is what I would like to suggest at the end related to an initiative because to be present this $9 million equivalent to EBITDA of the company of last year of just 15 years -- 15 days, equivalent to 15 days, not even this year's -- this year has $700 above because of the price increase. It's not even considering that the cash flow of the company or the cash position of the company as of December had COP 425 billion. This is approximately $100 million in cash. These $9 million that I'm asking is only 10% of the cash the company had in December. These dividends are paid along the whole year. So you imagine how the cash position of the company at the end of next year. So the cash flow operations is extraordinary. Congratulations, COP 587 billion. The cash flow of the operation or the mining operation, this is equivalent to the dividend proposal of COP 120 billion is only 20% of the cash flow, of the mining activity of just to pay dividends, the 20% for a company that we saw that doesn't have any debt as almost an active leverage, COP 110 million. So it's very -- so let's go to the dividend proposal that you present to us with respect. We're very unsatisfied -- deeply unsatisfied -- excuse me, Daniel, but let's clarify one thing, Daniel. Very skillfully, you show that this proposal implied an increase of 33% vis-a-vis the ordinary dividends, but you forget one detail. The extraordinary -- last year, we received $0.10 last year. Per share, we received $0.10 per share that you're presenting today. So the proposal -- so there's no increase at all. There's no increase at all if you consider the extraordinary ones. There is not a single peso of increase for the main stakeholder, which is us, the shareholders knew. There were increases for employees, for -- hopefully, we can get more for management, of course, for governance. But the main stakeholder, main stakeholder, us, the shareholders did not receive a single peso of additional dividends. But you know one thing that is surprising, finally, you're getting to a mining company. We have big expectations about your knowledge of contribution which -- for the future, I see this very positively in every sense. But you know one thing. This company has been 50 years and we've made it -- built it amongst all of us with the effort of all of us year by year and ask it to Dr. [indiscernible], I asked her at the beginning of the meeting, if any time, at any time in the 50 years of the history of Mineros had -- we had not increased dividends. The answer is never in its history, had we not increased dividends, not even when part of the mining operations were dropped down, were destroyed or the towers -- even when the towers were destroyed. So in reality, I don't see this as a positive with respect, of course, thing is concerning that such a distinguished group of people that arrived to organization and you don't understand the subjects, this issue, and disrespectful relationship with the shareholders. For the very first time ever, that you have to chair an assembly, you're not going to increase dividends in a company that has an extraordinary financial solidity. I continue saying that I'm extending myself, excuse me, but I see that there is full justification in talking about this. We are getting over $29.9 million dividend. On the net profits of [ COP 86 million ], that's only 34.5% of profits. This is what we're being offered. I'm going to invite you. This is not a proposal. I'm going to invite respectively. I don't have enough shares to force this and to -- but an invitation to the Board to consider these exercise that I'm going to present to you as the Sun Valley, the biggest shareholders and 2 other big shareholders like the [indiscernible] a group of important Canadian shareholders, whether you can pay $0.03 more, additional $0.03 more, not $0.10, but $0.13 ordinary or extraordinary, whatever you or in a single payment or installments. These $0.3 more in this company, it's easy to make a calculation. This company has 300 million shareholders, $0.3 per 300 million are $9 million. So we're talking about that the additional proposal for the additional -- I invite you to consider is to pay $0.3 more since they're equivalent to $9 million, which is 50 -- of which 55% is for you. The other 45% is for the other group of shareholders. So what is -- what would this imply that we would pay $38.8 million that are equivalent of that would be 44.8% is not even 50%. And in Colombian practice, there is a clear regulation of protection of the shareholders to pay at least 50% if they so, if they deem so necessary. When I see -- when I present these arguments, will have to be consequent with what I'm saying. In my vote to that proposal is negative, the vote for your proposal is negative. That is what I simply want to invite you to make that exercise and to consider and arrive in this company. After 50 years, we will to respect the tradition of dividends of this company and make the [indiscernible] and realize that perfectly, the number is perfectly manageable and justifiable for the company. Dr. Pacheco did it, he's not here anymore, respectfully 2 or 3 times that Dr. Pacheco invited to management to consider his part. That was the history is part of what I wanted to propose. Thank you very much.

Well, good morning or good afternoon, my name is Mauricio Toro. I talk on behalf as legal representative of 2 small shareholders and I'm completely in agreement with what [indiscernible] has expressed and I would like to emphasize and to add a few details. The gold during this year as far as the -- so far has increased more than 18% just in this year. The increase -- the average increase of gold vis-a-vis the previous year is 28%. So with these increases for dividends, there's no increase in dividends corresponding to this increase in price. This really not [indiscernible] mentioned generally mentioned a rule that I'm going to mention is Article 155 of the Code of Commerce. So it's by law that establishes that. Minimum, we should distribute 50% of net profit of the previous year unless 78% of shareholders decide differently or decide something else. So taking into account, the quorum that was mentioned of 82% in this assembly, 18.14% of shareholders vote against or in favor of the proposal of [indiscernible], then you would be -- it would be accepted because in this -- because it's not who obtains simple majority but it will require 78% at least to distribute less than 50%. So in fact, I will go beyond and beyond [indiscernible]. And we -- my proposal is to apply 50%, not 44% or 45% but 50% because the number is justifiable. Thank you very much.

We have -- let me make a clarification. I have not presented any proposal. This is -- I invited to consider a number what it meant. I only invited until now. There is only one proposal. There's no other proposal. The proposal that is being presented by the Board on which I believe until now, unless there's another proposal, that's the only proposal that is voted. So there's no more proposal.

So the secretary says that there is another proposal, there's an additional proposal for dividends. So we would have 2 proposals until now to be voted. Anyone else would like to make an intervention or a question or a comment? What is the second proposal? Your proposal for Mauricio, 50%.

Do we have -- so in relation to this, we have then two proposals. The first proposal is management's proposal which was just read. The second is Mauricio Toro's proposal of 50%, which would be an amount would be -- can you see it in the screen? There, we have the original proposal as the original proposal, the other one will be 50%. That would be -- that's about $43 million more or less. So if you agree with the proposal, the one presented by [indiscernible] with management, the suggestion of shareholders, we're going to do this vote by voting slips.

[indiscernible] I'm a shareholder. I think it's very curious what was presented by Mr. [indiscernible] in all the assembly, they are always increase. Why in this one [indiscernible]? And you always accept it. You always accept it. So it's very curious that this happened during this assembly.

Thank you very much. Anyone else, anyone has any additional comment. I would like to -- thank you very much for the comments, Mauricio, Mario and [indiscernible]. We know that dividends, it's a subject that is -- has been an important point in the agenda for Mineros and for all shareholders. Nevertheless, we are convinced that is not the only way of giving back value to shareholders. As you saw this year, the price of shares increased more than 130%. And we are in a moment where it's important to have a solid company to reinvest the mining resources has limited in this train of thought. We have these two proposals for dividends. In this train of thought, unless someone has a different proposal, we will proceed to vote.

My name is Gonzalo Gomez, also a small shareholder. I would like to -- that you look at the price of the share at constant prices, that is -- that taken away the inflationary effect, it's the one on which you talk about a valuation of 130% or you're talking about our nominal values without inflation. But if you look back at what price did we acquire the shares at. If you compare it with the current price that the shares have today, you're going to see that in real terms, that is not the real valuation that you're pointing out. Thank you very much.

Thank you very much Dr. Gonzalo for that caveat. Good morning, everybody. My name is [indiscernible] and I'm a minority shareholder. I would add to all the comments being made so far by the normal shareholders, I would like to express the following. The way you have said that your main concern, our shareholders. Here, more than one of us feel uncertainty, especially after the last public offering -- share public offering or the company, there is a big disparity or gap with the current price of shares here in Colombia compared to Canada. So it is necessary that you review well the internal numbers and that really -- don't try not -- my recommendation is not to try to see the old shareholders as well as the new shareholders because there is a lot of disparity and a gap between the Canadian company, where a lot of uncertainty with the shareholders, many are now trying to sell their shares, especially under the public offering. It's crucial that all of this is taken into account for the next assemblies and for the future of the company.

I believe that we can subject these proposals to the vote. Are there any additional comments? Go ahead. The mic is coming over.

I believe that, first of all, there should be total clarity about the 2 proposals because we're talking about that what should be distributed is 50% of profits unless 78%, if 22% of shareholders agree, dividend would be 50% of COP 86.552 billion that will be COP 43 billion -- that would be approximately -- no, it wouldn't be $0.13, would be $0.1442. And also my invitation to the Board is to consider that amount. I mean, 31 of December, we're talking about gold at [ $2,669 ]. Today, we're talking about [ $3,100 ] above in the price of gold so I don't know what you're going to do with so much cash liquidity, you can perfectly do it in my opinion. Thank you very much.

I believe having listened the opinion of shareholders, we can proceed to the vote. There's another shareholder that wants to speak in the back.

Good morning, my name is [indiscernible]. I would also like to know how much is the amount that you plan that you have reserved for buyback acquisitions? Interesting for us shareholders to know how much are you going to apply for buyback -- for share buyback.

Thank you [indiscernible] this is a point that will be addressed later on, but I will give you an idea of what we are proposing. It's about $12 million in shares buyback. So we're subject to the vote. The 2 proposals if you agree with proposal one, which was presented by management, vote for List 1 if you agree with the proposal presented by Dr. [ Mauricio Toro ], for List 2 or voting -- if you want to vote blank, List 3. And if you don't deposit, the slip is considered that you abstained. The staff will be approaching you with the ballots. If any shareholder has any questions, raise your hand and we will go to you.

There's one thing I don't understand. If you vote for List 1 and Sun Valley votes for List 1 is -- they won?

No. No. No. It's a list that if it is the negative one, we go by law. We have proposal #1, some votes positive and those that vote negative, it means that we reached 22%, we go through the -- should be a single vote. If that is the case, Mauricio would have to withdraw the proposal then. If that were the case, that's a single screen, but we vote the 2 proposals. It's a single slip, but we vote the 2, management and Mauricio's, that is the alternative. So it's List 1 or List 2.

To clarify. You have the possibility to vote for the 2 proposals. In Slip #1 , it would be the proposal for management. And in Slip #2, the new proposal.

Just one second to have this clear not to commit any mistakes. Let me explain. In the voting slip #2, which you have, slip #1 says, Board of Directors, that's not yet. Slip #2 has several lists. List 1, List 2, List 3. Please, those that want to vote for proposal of management, List 1 and those that want to propose alternative proposal, List 2 in voting slip #2. And we're going to go with the ballots and to register the votes physically with [indiscernible] Manuela, repeated, repeated, repeated. I think there's a lot of information to digest. And we have any questions, with pleasure we will. One second, we're going to repeat the instruction. I'm going to -- this is -- I have the mic, I'm going to take this opportunity to speak. Dra. Beatrice, one second. It seems to me that the proposal that [ Ana Cristina ] makes is very simple, only vote for one proposal, which has more than 20% negative means that we have to distribute 50%, period. And we don't have to vote for 2 lists or anything like that or do so many calculations. Second vote -- there's no second vote I propose that we begin then the vote. Let's begin with the voting process and according to these, we'll open up the -- one second, please. Manuel, come over here to clarify again the procedure so that there's no question whatsoever.

I'm going to repeat then how you should vote to register the votes. As a substitute proposal or is the first one that we should vote. And then the other one. So because here, we're going to blend a series of situations that shouldn't be made.

I would like to clarify because the proposal was not presented as a substitute of -- yes.

I believe that the procedure is clear, let's proceed to the 2 proposals that are being contemplated.

Well, let's come over if you want, give me a chance, let me give you an idea. This is Andres. We get some conclusion through all the possible path. If the proposal of management has more than 78% of the vote then that's the one that will be accepted and surpassing the threshold. It has more -- doesn't have more than 78%. We have to distribute 50%, period. So it doesn't matter how you vote until we get to the same result, don't worry about 2 proposals. We have to receive the vote for the 2 proposals to see what threshold management. Based on that, we know what happened. So I believe that we can do is to go and vote. We have already started the vote and understanding that if the proposal of management exceeds the threshold, that's the one to say. If it doesn't exceed the threshold, we distribute 50%. That's not a problem. I mean, we can go -- how do you say, you're through the abstention or through -- or not adding the proposal of management. All right. So perfect. So those that agree with the management proposed should vote for List #1.

One second Andres. So we don't -- clarify the procedure again. You all have in your hands several voting slips. Slip number #1 is for the Board, don't use it, the Slip #1. Slip #2 has several lists, whoever wants to vote in favor of management proposal, mark List 1. And those who want to vote for the alternative, mark List 2. In slip #2, if you want to abstain or vote in blank, List 3 of slip #2, so it's voting slip 2, [indiscernible] will do the scrutiny. Slip 2, List 1 is voting in favor of management proposal. Slip 2, List 2, Mauricio Toro. Slip 2, voting Slip 2, List 1 is management's proposal. Slip 2, List 2 is Mauricio Toro's proposal. So 2-2, List 1, List 2, List 2, and we get to the same conclusion.

[indiscernible] without extending congratulations on the good results. This is the third or fourth assembly was proposed by her is we began late. So the proposal of dividend, $0.10 dividend is management. And in this case, one of the majority, those that vote against will do -- will go be faster. But since we already began the vote, let's do it, but it will be fine. What easier -- simply was easier simply when in Nutresa, Dr. Gilinski didn't want to distribute the dividends. We did the vote, and it's easier to do the count. We already started the process. There's people that are already voted and we get to the same place. So the proposal is that you'll go ahead and vote. [Voting]

We count, we stopped deliberating while we count the vote. So bear with us with a few seconds until we finished counting the votes. [Break]

We're ready. We're still waiting [ Sofia ] for the vote, which is proceeding right now. They're looking at the -- reading the ballots, counting the ballots and we shall begin momentarily. You can rest for now, just have a coffee and we'll be ready in a few minutes. [Break]

Okay. In 2 minutes, we will get the result of the ballot count in 2 minutes. So I invite you to come over and take your seats so we can gain some time. We'll be giving the ballot report in a few minutes. [Break]

All right. Honorable shareholders, we received the ballot count. The proposal of management obtained 205,867,193 votes, which is equivalent to 83.29% of shares. Therefore, in accordance to bylaws 155 and 154 of the Code of Commerce, the proposal of management has been approved by legal majorities. We continue with 10 -- point 10, which is the buyback -- shares buyback program. We're going to read the proposal on the -- of the buyback shares, buyback represented by Sun Valley Investments AG. Dear shareholders, according to the applicable rules and law, a company can reacquire and buy back. But for this, it is necessary that the resources used to come from liquid profits and reacquire -- buyback would be done through acquisitions that provide equal conditions to all shareholders. Third, that the price is set based on a study made in conformance to technically -- technical procedures. I'm going to read the proposal. Taking into account the amount of $86 million of profits in 2024 put into reserves, we transferred $12 million to an occasional reserve to go to proceed with the buyback program. According to Article 396 of Code of Commerce in Colombia, we put to the consideration of the assembly to approve a buyback program, a shares buyback program up to the reserve -- to the total reserve, which is equivalent to $12 million. And there are several buyback offers in -- up to 2 years from this meeting. Through transactional system of Colombia Stock Exchange who are an independent mechanism according to redefining the corresponding offering as long as they're going through mechanisms that [indiscernible] to define the regulation of the buyback program, ensuring compliance of the applicable regulation on law.

Does the assembly approve the proposal? The microphone, the microphone is for Mauricio Toro.

We mentioned that, that program would only be done to buy back shares in Colombia. And what about Canada? What happens with the shareholders in Canada? No, if they can be bought in Colombia. No, but they have to transfer the shares from Canada to Colombia. Yes. And that's what about? No. But this proposal, there was a whole effort made to bring shares to Canada. And now, so this is a proposal that does the opposite. So what is the justification? Was it convenient? And is it convenient then to have shares listed in Canada or now, then we want to bring back all the shares to Colombia because under this point of view or perspective, there is no equal conditions for a shareholder in 1 stock exchange or the other. And secondly, who is -- what is this program? Who is this useful for? Who's this program useful for, for a shareholder? If we sell -- if the company rebuys back shares, those that remain will have more percentage of the total of the shares because it decreases, you see. You know who is the one that has most number of -- the biggest number of shares, and therefore, who does this buyback program benefits the most. I know that this is a viable purchasing or buying alternative, but it has that caveat that other side to it, that other subtle aspect to it, which -- who are we presenting this proposal to and why is it being -- who's presenting it and why? This is not a way of increasing the percentage from 55 to an additional or to a higher, but without taking into account Canada shares. In this sense, it means the proposal is not viable, isn't legally and/or it goes against the policies which were -- which existed, which were to promote the shares in Canada.

Just would like to clarify that this point was already validated with the lawyers in Canada and it's legally feasible according to Canadian legislation. So as was mentioned by the Secretary of the -- any shareholder in Canada who wants to participate in the program can do it under -- and all the mechanisms are available for that. In that train of thought, we're taking note of the comments of Mr. Mauricio Toro, and we subject to approval of the assembly this proposal. Go ahead.

I will propose to vote for the -- I will propose to vote, this is a point that is defined by simple majority, 50%, 50%. So given the interest of productivity and time, it's better to do it as we've been doing it. Some value has 55 or more than 55. So it's already decided. So we don't have any right.

No, you do have the right, you do have the right to the vote. But the law -- the disposition here is by law. That's what does what I'm saying that to vote -- but to vote and those that have an interest, for example, in voting no, to have a constant -- have a record that we voted, no, or we abstain. I know that it's going to take a little longer, but we cannot do a vote without -- we don't agree without counting. The proposal could be those that would like to vote against approach the registration table to register their votes.

Simply give the vote under rest or against.

I see no problem with that either. So I proceed that to -- so then I proceed to ask the honorable shareholders present in the assembly whether you are in favor of this proposition? [Voting]

Approved. All right. So the proposal has been approved.

With what percentage? No, no, no, no. What we suggest, those that agree with this proposal, with a proposal of voting, I want to know how much -- how many are in agreement with this 5 or 6? So I'm going to repeat the instructions for the vote. Those that are in agreement to approve the proposal, please go to the registration point here to register your vote. [Voting]

All right. The proposal had [ 216,355,000 ] votes with 87.54% of shares representing. Therefore, it is so approved by the majority. We continue then with the 11th point of the day, which is the consultative Board of Directors for the Board. According to the policy of selection and performance. We ask you to have a nonbinding consultative vote for every member proposed. As it's your -- as you know, these consultative vote is a practice adopted to comply with the Canadian regulation according to which Board of Directors are voted individually. The results of these votes will only be used with -- for evaluation purposes according to the performance and compensation policy for the Board of Directors. If the majority doesn't agree with any Board members, their permanence will be addressed by the Performance and Compensation Committee, and we will -- there are some screens with the names of each one of the candidates, which are in both lists presented. You can go to the screens and express your vote. So there's -- we inform the general assembly that the screens are available in this -- in the room, in the auditorium, and the staff can also help you with the logistics. In these screens, we have the list presented by the shareholders who can be queried also in these computers, In the screens, the consolidated vote will be about the individual directors as well.

How many members of the Board?

There are 9 members of the Board, which are principal 9 members of the Board, 9 members of the Board. Okay. We're going to clarify this issue. In the previous slide, we had all the candidates of all the lists in 1 and 2. In these other slide, we have the 2 proposed list. List number one, was the -- list 2 is the one that was received today, the second list. And list number one is the list that was sent by a proxy to shareholders in Canada. In that train of thought, these are the 2 lists that are being considered or that are being voted. [Voting]

To clarify, the election of the Board of Directors is the next point. This point is just a consultative vote to comply with Canadian regulation, which applies to us to vote on specific candidates.

Maybe to entertain you, I'm going to explain because it could generate some conclusion that some appear in due to slates -- into slates or where we had to send a slate 45 days ago. And since the shareholders in Canada vote by mail, they voted the first one, which was the one they received since after the publication of this list was the acquisition offered, the takeover bid. So there was a definitive -- 2 things could happen, either having several bids or to agree on a single -- on a single second list that would correspond to the new structure. So since those shareholders in Toronto that voted in the consultative vote for list 1, we have to include in the consultative vote all the people that appeared in list 1 and list 2, understood? But it doesn't mean that all the people that are there are in list 2. And there's some that said, I don't want to be in list 2 anymore. List 2 is a list of consensus after the [ OPA. ] We generate some confusion. But what we're doing is making our consultative votes for the people that appeared in some list at some point. I don't know if -- to clarify, did I clarify it or did I confuse you even more? It is not a consensus. It's a list that responds to Canadian regulation and the reorganization is not a consensus list. It's a list after that response to the company's reorganization or the Board list in the screens. It's in the screens. It is not an election of the Board. It is a consultative vote on specific Board candidates. We haven't gone -- we're not choosing, we're electing the Board yet. We're ready then with the votes. We will pass the vote for these. These results will be published through the stock exchange and together with all the results of the assembly as relevant information disclosed.

So we can continue with the next point, which is the election of the Board for 2025, 2026.

Now, well. Now we are putting the proposed slates for the Board. We have -- they are on the screens. Both slates are projected in the screens. Respecting the rules of remuneration policy and compensation policy according --; and the corporate governance and sustainability has to assess and the vetting of these candidates with the guidelines established by the bylaws, applicable law and provide the assembly report of its analysis due to the fact that a slate, as [ Andres ] mentioned, was received this morning today, the [ procedure verification ] of the candidates following the following criteria, professional profile, independency, professional level, skill sets and [ incomparabilities ] was carried out in today's Board session in the morning. So this vetting was done. The Board of Directors determined that all the candidates proposed for the election are apt to serve in the Board of Directors. According to Colombian regulation, the Board is elected by the procedure of electoral quotient according to Colombian regulation and in the circular -- information circular provided to Canada, the Canadian shareholders according to -- it's possible to have a single vote when -- we ensure that we achieve the minimum number of independent members by statutes and by law. For the case of the company are 5 members minimum. In this case, the slates put to the consideration of the assembly, including independent members, the election will be carried out in a single vote.

As follows, subject to your consideration the lists or slates presented by shareholders. We would do a single vote. You have to vote only for 1 of the lists and you can vote in favor, abstain or blank. If you vote for more than 1, it would be voided, only vote 1, a single slate for the 9 members of the Board of the company. Please use slate -- use the voting slip number 1. If you don't mark any and you deposit it in the ballot, it would be counted as a blank vote. If you don't deposit it, you will be considered as abstained vote. The staff will be available if any shareholder has any question, please raise your hand. I believe everyone [indiscernible]. No, in a few minutes, we will be closing the votes. We're still -- they're still open. Once we finish the voting process, we will go to the counting of the ballots. It will take around 30 minutes or 40 minutes. During this process, we will stop deliberations. Once we conclude the count, we will report the results. So it will take a bit about 30 minutes. [Voting]

As all expected, please come on over and have your seats. We are ready to inform you about the count of the ballots on the election of the Board of Directors. All right. So I inform -- I report the shareholders or the Board of Directors for the period between April 1, 2025, and March 31, 2026, is -- has the following members: First, Sofia Bianchi; second, Marco Izquierdo; second (sic) [ third, ] Andres Restrepo; fourth, Michael Doyle; five, Daniel Henao; sixth, Augusto Lopez; fifth (sic) [ seventh, ] Hernan Rodriguez; eighth, Natalia Correa; ninth, Felipe Martins. In this assembly, we extend our gratefulness to the Board members that finished the period today because of their dedication and valuable contribution throughout their service. Their experience and leadership have been fundamental for the progress of our organization. Similarly, we give a welcome -- warm welcome to the new members that join us with new perspective. We trust that your contribution will strengthen our team and will allow us to reach new horizons together, working in collaboration for the continued success of our mission.

13, fees -- setting the fees for the Board of Directors. The management team of Mineros, with the report presented by the Board of Directors, with the support from the Governance Committee and Sustainability Committees proposes that the remuneration and compensation of Board of Directors is as shown in the table shown on the screen. I emphasize that during the -- with this structure, we eliminate fees affected by a number of meetings. And there is a fixed annual compensation with -- taking into account an average of the meetings in the last 5 years. The objective of this change is to align the compensation purpose for directors with those comparable companies in Canada and Colombia and their stock exchanges, facilitating the Board meetings and committees according to need without the number and format of the meetings affecting the fee or becoming a limitation. Does the assembly approve these fees for the Board of Directors? Gonzalo, go ahead.

[indiscernible]

No, no, no. It will be 0. It's 0. It's 0. It's 0. No, there's no fees for meetings. There's no fees for a number of meetings. So he wasn't -- apparently, he wasn't seeing the screen. All right. So do you approve? It is so approved unanimously. The proposal has been approved. 14, election of the external auditor for 2026-2027. We are proposing the assembly of shareholders to appoint the statutory external auditor, Deloitte Colombia, who currently is the auditor of the company. After reviewing Deloitte Colombia looking at the compliance on a prerequisite with experienced work, team service experience costs, independence and knowledge of the sector, the Audit and Risk Committee and the Board of Directors in full recommended that Deloitte Colombia be appointed again as external auditor of the company for 2025, 2026.

Does the general assembly approve this appointment?

Do we have the datum handy of the fees? We're going to give the fee in a minute. Yes, it's available. What is the increase -- there is the question, versus the previous exercise? Yes. Just give me a minute, and I'll give you the exact amount. That should have been part of the -- the datum is previously known, but I think he doesn't know it by memory, the CFO doesn't have it by memory, but we're consulting it. But what about the remuneration of the [indiscernible], what do you mean you don't know it? It's $236,000. $236,000 is in dollars? Yes. $236,000. That is the remuneration. I wanted to give you the exact amount. Does the assembly approve this appointment? It is so approved. This point of the agenda has been approved.

15, Additional miscellaneous topics and proposals. Shareholders, is there any additional proposal or topic to be discussed? The microphone, please.

Yes. Good afternoon. In the Mineros bylaws for the -- is there any period under the maximum duration of the external auditor? What is the maximum?

It isn't written, maximum date, the period. But what we've defined as a good practice is the people should change, people should change. And the person that would be the new auditor, the new -- would change this year. Why have we renewed so much with Deloitte? Because the mining business is not well known in Colombia. And with Deloitte, we've had a very good process where they've been understanding and learning about the particularities of this activities, which is very rather complex. For example, the technical report [ NI 43-101 ] is key. And we also -- with Deloitte, we also have the fiscal review, fiscal auditor in Toronto and in Nicaragua for those same reasons. So what we try to do to comply with the recommendation of Codigo Pais is not to change company but change people, and we're changing the person this year. Any other comment or any other question?

I would like to give a special gratefulness and thank you for Andres for your work in these years. We wish you the best in your next life. Thank you, Andres. Thank you very much for your performance and for your contribution to the company. Thank you very much.

Thank you very much. Thank you very much, dear shareholders.

No, I want to make an intervention. Andres, at some point, we were saying -- we were talking, sorry, this decade, we've had everything. We've lived everything. TSX [indiscernible] here and that's why today, we have a very interesting value and price of the share. I feel that if you -- before -- we believe that we truly, truly, my most sincere gratefulness. I love that you're in the Board of Directors. That's really appreciated. And David -- and David were -- we are with [ keel ] wind in favor. And we believe we have a good future or bright future ahead. This company will achieve the vision of Andres. Thank you for being on the Board, and thank you for your contribution.

Thank you, [ Alejandro. ]

Where we joined the comments. We second the motion of our shareholders. We want the benefit from these. We want to express or take thankfulness and gratefulness to Andres from management and all the employees, who has led during the last 10 years our companies with dedication, commitment and a clear vision of generating well-being for all. Under his leadership, Mineros not only has grown, but also has faced big challenges with courage and achieved important milestones for this industry. Thanks, Andres, for your leadership example, you're tireless and to leave a lasting mark and you're an inspiration for those that are part of Mineros. Thank you very much, Andres. We want to take this opportunity to give a warm welcome to David Londono, our new CEO, which will assume the leadership from April 8. David, it feels, we were very enthusiastic knowing that you're in the helm. We know that with your experience and professional trajectory, we'll give new levels of success. This is a new chapter full of challenges and major opportunities. We are sure that under your leadership, Mineros will continue strengthening and growing. David, we welcome you to Mineros. You have a willing and able team to work with you to make this journey, a journey full of success. Thank you very much.

I understand you prepare some words for the audience. Go ahead, David.

Well, good afternoon, everybody. Thank you very much Mr. Chairman and Mr. Secretary. First of all -- above all, I would like to wish the best to Andres to this new chapter in his life and welcome the new Board of Directors. I'm very, very thankful and grateful for the support you have given me in this transition. Without this support, I would be completely lost. I want to thank also the management team and the top executive team for the company and the support it has given me. Very well, I'm David Londono, a mining engineer from faculty of mining -- faculty in [indiscernible] many, many years ago. In the mine where I worked for several years in the [indiscernible] mine with my wife and my 3-year old. We moved to live in the U.S. to study a Masters in Mining. And I started working first in mining planning and software and several positions and corporate position, different jobs with different types of minerals, coal, industrial minerals, silver, copper and during the last 15 years in gold. Also opening up in the operational management positions. For me, it's a true honor to be with all of you as the future CEO of Mineros. I'm going to work tirelessly to continue extracting gold in a safe, secure and responsible fashion to offer you a better future for the communities where we work, to our employees and particularly to all of you, our dear shareholders. I want to continue being a company where there is a culture of respect, security, safety, honesty, high-performance, especially teamwork. I also hope that Mineros can grow, be organically or inorganically, that the 10 years of reserves that we have in Chile, 2 years that we have in Nicaragua will become more than 20, 30 and why not, 50 more years of production, investing in the growth through exploration or whatnot with acquisitions or intelligent M&As. Again, thank you very much to the Board that leads and have the trust in me, that elected me. And congratulations to the new arriving Board, and I hope that we can work together to make this company grow even more. Thank you very much.

Very well. Having no more points to address, we officially finished this Board session. Thank you very much. Have a wonderful day. Have a great day, everybody. Bye-bye.

Bye-bye, Sofia. Have a good afternoon. [Statements in English on this transcript were spoken by an interpreter present on the live call.]