New Gold Inc. (NGD) Earnings Call Transcript & Summary

Good afternoon, and welcome to the Annual General and Special Meeting of the Shareholders of New Gold, Inc. My name is Ian Pearce, and I'm the Chair of the Board of New Gold. On behalf of the directors, management and employees, I'd like to thank you for joining us today. Given New Gold's desire to maximize the accessibility of the meeting for its shareholders, New Gold will be conducting the meeting virtually. A virtual meeting affords all shareholders the ability to attend and participate in the meeting equally, regardless of geographic location, while also maintaining New Gold's commitment to health and well-being of its shareholders, employees, communities and other stakeholders. As you have seen from the information circular for this meeting, Jim Gowans is not standing for reelection. Before we proceed, I'd like to take a moment to recognize Jim's contribution to New Gold and, on behalf of the company's shareholders and employees, to thank him for his commitment and for sharing his time, experience and talents for the company. Thanks, Jim. Joining me today are Patrick Godin, the company's Chief Executive Officer and a Director; Ankit Shah, the company's Executive Vice President, Strategy and Business Development; and Sean Keating, the company's Vice President, General Counsel and Corporate Secretary; and Patricia Good, the company's Legal Counsel. I would ask Sean Keating to act on my behalf and lead us through the formal business of the meeting. Today's meeting will not include a formal presentation by management. However, we will leave time for questions at the end of the meeting. Sean, I'll now turn it over to you.

Thank you, Ian, and good afternoon, everyone. To begin with, we need to appoint the scrutineer. With the consent of the meeting and the Chair, I will ask Vanessa Lee of Computershare Investor Services to act as scrutineer of this meeting. I confirm that a notice and access notification for this meeting was mailed to shareholders, and the meeting materials were posted on New Gold's website and on SEDAR on April 3, 2023. I'm advised that the relevant documents for this meeting have been delivered to the directors and the auditor and to the shareholders of record as of March 10, 2023, the record date for this meeting, all in accordance with applicable law. The company has received an affidavit confirming proof of mailing, and a copy of the affidavit will be attached to the minutes of this meeting as a schedule. The scrutineer has advised that proxies were received from the holders of a sufficient number of common shares to constitute a quorum. With the consent of the Chair, I declare the meeting to be regularly called and properly constituted for the transaction of business. The formal report of the scrutineer will be attached to the minutes of this meeting. Before we begin, I will outline the procedures for the orderly conduct of this virtual meeting. One, questions may be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the Lumi virtual meeting platform. Questions in respect of a resolution will be addressed during the consideration of that resolution. Other questions will only be addressed at the end of the meeting. Voting on all resolutions will be conducted via electronic ballot to the Lumi virtual meeting platform. Only registered shareholders and duly appointed proxy holders may vote. Once polls are open, you may vote at any time throughout the presentation of the formal business. Polls will be open for all items of business concurrently. This will allow you to vote on each resolution immediately or wait until conclusion of discussion on each resolution prior to casting your voting. After the presentation of the final item of business, there will be a final reminder to vote before polls close. You may vote for one or more resolutions. If you have submitted your vote prior to this meeting, there is nothing for you to do unless you wish to change your vote. Three, a virtual AGM user guide, including instructions on how to vote, was distributed to shareholders and is available under the company's profile on the SEDAR website. The polls are now open. To expedite the formal part of this meeting, I have asked Ankit Shah and Patricia Good to move and second various resolutions today. Each of them is a shareholder or appointed proxy holder of New Gold. I now present to the meeting the audited consolidated financial statements of the company for the year ended December 31, 2022, together with the auditor's report on the financial statements. Copies of these documents have previously been mailed or made available to shareholders in accordance with applicable law, and they are available on SEDAR. I do not propose to read the financial statements and auditor's report to this meeting. We would be pleased to deal with any questions regarding the financial statements during the general question period. The first item of business is setting the number of directors at 8. As described in the circular, New Gold's articles stipulate that the Board of Directors consist of the greater of 3 directors and the numbers set by ordinary resolution, and currently, the number of directors set by ordinary resolution is 9. It is proposed to reduce the size of the Board to 8 directors.

I so move.

I second the motion.

As a reminder, the polls are open for voting on this and all items of business. Unless there are any questions, I will move to the next item of business. Next item of business is the election of directors. Management nominates the following 8 individuals: Geoffrey Chater, Nicholas Chirekos, Gillian Davidson, Patrick Godin, Thomas McCulley, Margaret Mulligan, Ian Pearce and Marilyn Schonberner. I now ask Ankit Shah to move and Patricia Good to second the nomination of these individuals for election as directors of the company.

I so move.

I second the motion.

New Gold has adopted an advanced notice policy that requires shareholders to give the company advanced notice of proposed director nominations at the Annual Shareholders' Meeting. New Gold did not receive notice of any such nominations for this meeting. As a result, I declare the nominations closed and ask Ankit Shah to move and Patricia Good to second a resolution to elect each of the persons nominated to serve as a director of the company until the next annual meeting or until his or her successor is elected or appointed.

I so move.

I second the motion.

As a reminder, the polls are open for voting on this and all items of business. Unless there are any questions, I will move to the next item of business. The next item of business is the appointment of New Gold's auditor. I will now ask Ankit Shah to move and Patricia Good to second a resolution to appoint Deloitte LLP as auditor of the company, to hold office until the close of the next Annual Meeting of Shareholders and to authorize the directors to fix their remuneration.

I so move.

I second the motion.

As a reminder, the polls are open for voting on this and all items of business. Unless there are any questions, I will move to the next item of business. The final item of business is the nonbinding advisory resolution on the Board's approach to executive compensation. As described in the management information circular, the Board has adopted a policy that provides for an annual say-on-pay vote. I will now ask Ankit Shah to move and Patricia Good to second a resolution, the full text of which can be found on Page 27 of the management information circular.

I so move.

I second the motion.

Unless there are any questions, please vote on this final item of business. As noted earlier, voting today is being conducted by an electronic ballot on the Lumi virtual meeting platform open to registered shareholders and duly appointed proxy holders. If anyone intends to vote at the meeting, but have not yet voted, please vote now before the polls are closed. If you have submitted your vote prior to this meeting, then there is nothing for you to do unless you wish to change your vote. We will now pause the meeting for 1 minute before the polls are closed. [Voting]

The polls are now closed. We have received the scrutineer's report, which indicates the number of shares voted by proxy prior to the meeting, and I'm pleased to report that each of the items of business passed. Rather than delay the meeting to wait for the final tabulation of the votes cast, the results of the ballot will be included in the minutes of the meeting and filed on SEDAR. I will ask that Ankit Shah to move and Patricia Good second a resolution that this meeting now terminate.

I so move.

I second the motion.

With the consent of the Chair, I declare the formal business of this meeting now terminated. As Ian mentioned, there will be no corporate presentation at this meeting. Before we wrap up, do any shareholders or proxy holders have any questions? As there are no further questions, the question-and-answer portion of the meeting has now ended. Thank you for attending New Gold's Annual General and Special Meeting of Shareholders.