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

Good morning, and welcome to the Annual General and Special Meeting of the Shareholders of New Gold Inc. My name is Patrick Godin, and I'm the President and Chief Executive Officer of the company. Our Chair of the Board, Richard O'Brien, is unable to attend today's meeting. I will act as Chair of the meeting. On behalf of the Board of Directors, management and employees, I would 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. New Gold believes that hosting a virtual meeting affords all shareholders an equal ability to participate and will increase participation by its shareholders as it will enable shareholders to more easily attend the meeting regardless of their geographic location or the particular constraint or circumstances they may be facing. Joining me today are Sean Keating, the company's Vice President, General Counsel and Corporate Secretary; [ Susan Rai ], Interim Senior Legal Counsel and Brandon Throop, the company's Director, Investor Relations. I'll 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 now turn it over to you.

Thank you, Patrick, 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 Marisa Beintema 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 March 31, 2025. I'm advised that the relevant documents for this meeting have been delivered to the directors and the auditors and to the shareholders of record as of March 6, 2025, 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 scrutineers advised the 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 as a schedule to the minutes of this meeting. Before we begin, I will outline the procedures for the orderly conduct of this virtual meeting. Questions may be submitted by any registered shareholder or duly appointed proxyholder using the instant messaging service of the Lumi virtual meeting platform. Questions in respect to the resolution will be addressed during the consideration of that resolution. Other questions will only be addressed at the end of the meeting and following the meeting. The company will post appropriate questions received during the meeting as well as the company's answers on the Investor Relations page of the company's website. Voting on all resolutions will be conducted by electronic ballot through the Lumi virtual meeting platform. Only registered shareholders and duly appointed proxyholders may need 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 vote. The presentation of the final item of business, there will be a final reminder to vote before polls close. You may vote for 1 or more resolutions. If you have submitted your vote prior to this meeting, there's nothing for you to do unless you wish to change your vote. 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. As noted in the Management Information Circular, shareholders requiring assistance or experiencing difficulties during the voting processes may contact Computershare at 1(800) 564-6253 for additional information or alternatively e-mail [email protected]. International holders can contact (514) 982-7555. It has recommended shareholders include the company named, their proxyholders' contact information, if applicable in their 15-digit control number when contacting support for having such information available so that technical support and assistance can more quickly be provided. The polls are now open. To expedite the formal part of this meeting, I have asked [ Susan Rai ] and Brandon Throop to move and second various resolutions today. Each of them have been duly appointed as a proxyholder. I now present to the meeting the audited consolidated financial statements of the company for the year ended December 31, 2024, 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 9. 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. There are 9 nominees to serve as directors for this upcoming year. I will now ask [ Susan Rai ] to move and Brandon Throop to second a resolution setting the number of directors of the company at 9.

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 election of directors. Management nominates the following 9 individuals: Sophie Bergeron, Ross Bhappu, Nicholas Chirekos, Gillian Davidson, Patrick Godin, Thomas McCulley, Christian Milau, Richard O'Brien and Marilyn Schonberner. I now ask [ Susan Rai ] to move and Brandon Throop 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 [ Susan Rai ] to move and Brandon Throop to second the resolution to elect each of the persons nominated to serve as a director of the company until the company's 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 auditors. I will now ask [ Susan Rai ] to move and Brandon Throop to second the 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. Next item of business is the approval of amendments and approval of unallocated performance share units issuable under the long-term incentive plan. As described in the Management Information Circular, Board approved certain amendments to New Gold's long-term incentive plan, some of which require shareholder approval pursuant to the rules of the TSX and in accordance with the terms of the long-term incentive plan. With respect to the approval of unallocated performance share units as described in the Management Information Circular, if approval is obtained, New Gold will not be required to seek further approval of the grant of unallocated performance share units under the long-term incentive plan until New Gold's 2028 Annual Shareholders Meeting. I will now ask [ Susan Rai ] to move and Brandon Throop to second the resolution to approve the amendments and approve the unallocated performance share units issuable under the long-term incentive plan, the full text of which can be found on Page 29 of the Management Information Circular.

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. 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 [ Susan Rai ] to move and Brandon Throop to second the resolution, the full text of which can be found on Page 30 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 has been conducted by an electronic ballot on the Lumi virtual meeting platform open to registered shareholders and duly appointed proxyholders. 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, there's nothing for you to do unless you wish to change your vote. We will now pause the meeting for a moment 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. I'm pleased to report that each of the items of business have 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 this meeting and filed on SEDAR+. I ask that [ Susan Rai ] move and Brandon Throop to second the 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 Patrick mentioned, there will be no corporate presentation at this meeting. Before we wrap up, do any shareholders or proxyholders have any questions?

There are no questions at this time.

As there are no 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.