Orla Mining Ltd. (OLA) Earnings Call Transcript & Summary

Hello, and welcome to the Orla Mining Annual General Meeting. [Operator Instructions] As a reminder, this conference is being recorded. It's now my pleasure to turn the call over to Charles Jeannes.

Thank you, operator, and good morning, ladies and gentlemen, and welcome to the 2022 Annual General and Special Meeting of the Shareholders of Orla Mining Limited. The meeting will now come to order. My name is Charles Jeannes, and I'm Chair of the Board. Before we commence the formal business of the meeting, I'd like to provide some opening remarks. We hope that everyone is staying safe during these unprecedented times. In light of the COVID-19 pandemic, we have moved our annual meeting to a virtual platform, which is accessible to all of our shareholders regardless of physical location. We thank you for your understanding and ask for your patience as we navigate this virtual format. While this year's meeting will comply with applicable legislation, our rules of conduct may differ from an in-person meeting. Firstly, each attendee today has already been asked to provide their full name prior to joining and these details have been conveyed to Computershare for the purposes of registration and recordkeeping in order to enable them to prepare their scrutineers report for this meeting. In addition, I would like to advise those in attendance that this meeting is being recorded. The primary difference between this virtual format and an in-person meeting is the stratification of the shareholders into 2 groups, being registered and nonregistered shareholders. To be a registered shareholder, your shares must be registered in your name. Everyone else is a nonregistered shareholder, which means that you almost certainly have your shares held in a book-based system at your bank or brokerage firm. Registered shareholders and ballot proxy holders who have joined via conference call and registered with Computershare are permitted to speak at this meeting. Nonregistered shareholders are only permitted to listen. It is expected that the nonregistered shareholders attending this meeting have already registered their voting preferences in advance through their brokerage firm or bank. Registered shareholders and valid proxy holders may ask questions but only with respect to a specific business item before the meeting. We will pause during the formal business of the meeting should a registered shareholder or duly appointed proxy holder have a question on a specific matter. While guests joining via the web platform, these individuals are not registered shareholders or valid proxy holders and therefore, are not permitted to speak at the meeting. And accordingly, management will follow up on any questions following the meeting. As always, any questions regarding Orla can be sent to [email protected]. [Operator Instructions] Any registered shareholders and ballot proxy holders present who have either not already voted or who wish to revoke a previously cast vote in order to re-vote at this meeting today will be able to complete this process when they speak with Computershare. Computershare will cross-reference your name against the registered shareholder list. If it turns out that you are not on the list, you will not have standing as a registered shareholder or a valid proxy holder at the meeting. Note that registered shareholders and proxy holders joining via webcast will not be able to vote through the web platform. If registered shareholders and proxy holders wish to vote at this meeting, please join via conference call now. In addition, since voting on this platform cannot be by a show of hands, we are doing a poll for each motion and asking that registered shareholders and proxy holders log their vote in advance for all motions and agenda items when you speak with our Computershare representative. All polling results will be retained with Orla's records for this meeting and will be available on SEDAR and EDGAR following today's meeting. We expect that this logging in process may take several minutes. So we ask for your patience while we and Computershare manage these very important preliminary procedures. We will pause now while these tasks are being completed, and Computershare will advise us when they've completed the performance of their steps in this process. [Break]

You may proceed.

Computershare has advised that we may now proceed with the formal business of the meeting. As noted earlier, I would like to advise those in attendance that this meeting is being recorded. I want to advise that on the call today is Jason Simpson, Orla's President and CEO; Etienne Morin, Chief Financial Officer; Andrew Bradbury, Vice President, Investor Relations and Corporate Development; and Brendan DePoe, Corporate Counsel and Corporate Secretary; as well as David Cavasin and Irene Lee, who are Computershare representatives in charge of the vote counting and other related responsibilities today. I will act as Chair and Brendan DePoe will act as Recording Secretary of the meeting. For purposes of this meeting, I have appointed Irene Lee as Computershare to act as scrutineer and she has agreed to act in that capacity. Everyone present should have already registered with the scrutineer. As would be the case at an in-person shareholder meeting, only registered shareholders and valid proxy holders at the meeting are permitted to ask questions or discuss any of the proposed motions today. [Operator Instructions] So let's proceed with the business of the meeting. I've been advised that the notice calling this meeting together with the management information circular of Orla, the form of proxy and voting instruction form were mailed on May 20, 2022, and to shareholders of record as of May 12, 2022, in accordance with applicable law. Computershare has filed with me proof of service of such mailing, and I direct that a copy of such proof of service be retained with orders records for this meeting. The scrutineer has also advised me that prior to the meeting, proxies were received from the holders of a sufficient number of common shares to constitute a quorum. I therefore declare the meeting to be regularly called and properly constituted for the transaction of business. I direct it to a final formal report of the scrutineer be retained with Orla's records for this meeting. I've been advised by Computershare that the proxies deposited and votes received for this meeting have been voted in favor of all of the formal business matters to be voted on today. In accordance with the corporate statute and bylaws of Orla for simplicity, I will move all motions, and no seconder will be required. As the first item of business, I now present to the meeting the company's audited consolidated financial statements, together with the auditor's report thereon and the related management's discussion and analysis of the company for the year ended December 31, 2021. These financial statements and MD&A were mailed to each shareholder that elected to receive a copy and were filed on SEDAR and EDGAR, all in accordance with applicable law. Unless there is any objection, I will dispense with meeting. The next item of business is the election of directors. The meeting is now open for the nomination of 8 directors to be elected by the company's shareholders to hold office until the close of the first Annual Meeting of Shareholders following such election, or until their successors are elected or appointed. Management has nominated Charles Jeannes, Jean Robitaille, Tim Haldane, David Stephens, Elizabeth McGregor, Tamara Brown and Scott Langley as directors for the ensuing year or until their successors are elected or appointed. Are there any further nominations? I declare the nominations closed. As a result of the company's majority voting policy, the shareholders will be asked to vote for the election of each individual director. I now move for the nomination of each of these 8 persons nominated by management as directors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed. I will pause for questions or discussion. As there are no questions, I've been advised by the scrutineer that today's vote is in favor of the motion for each director. Accordingly, the motion has been carried, and I declare that the 8 persons nominated are duly elected as directors of Orla to hold office until the next Annual General Meeting or until their successors are elected or appointed. The next item of business is the appointment of the auditors for the ensuing year and the authorization for the Board to fix their remuneration. I now move for the appointment of Ernst & Young LLP, chartered professional accountants, as auditor of the company to hold office until the close of the next Annual Meeting of Shareholders or until its successors are appointed at such remuneration as may be fixed by the directors, and that the directors are hereby authorized to fix such remuneration. I will pause for questions or discussion. As there are no questions, Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. As set forth in extensive detail in the circular mailed for this meeting, the shareholders are being asked to ratify, confirm and approve the amended and restated bylaw #1 of the company. The exact text of the ordinary resolution required to be passed today is set out on Page 20 of the circular. I now move for the adoption of the full text of the ordinary resolution set out on Page 20 of the circular, ratifying, confirming and approving the amended and restated bylaw #1 of the company. I will pause for questions or discussion. As there are no questions, Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. All of the formal business of the meeting has now been concluded. I now move for a resolution that this meeting terminate. I will pause for questions or discussion. Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. The formal business of the meeting is now concluded, and I thank you very much for attending.