SilverCrest Metals Inc. (SIL) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Security Holders of SilverCrest Metals Incorporated. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of [indiscernible]. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant the ComputerShare and SilverCrest, that you first obtain all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn the meeting over to the Chair of the meeting, Ms. Anna Ladd-Kruger. .

Good morning, and welcome to the Special Meeting of Security Holders of SilverCrest Metals Incorporated. To consider the proposed acquisition of the company by Coeur Mining Incorporated.. My name is Anna Ladd-Kruger, and I am a Director of the company and a member of the special committee for the proposed transaction with Coeur Mining. We thank you for attending this meeting in person or online and for your interest in Silvercrest. I will now call the meeting to order. In accordance with the articles of the company, I shall preside as Chair of this meeting. For the purposes of this meeting, unless there is an objection, I will ask Jen Hanson, the company's legal counsel, to act as Secretary of the meeting and the [indiscernible] of Computershare Investor Services, Incorporated to act as scrutineer and to compute the votes cast at this meeting, if any, and to report thereon to me. Let us proceed with the business of this meeting. The Secretary has advised me that the notice calling this meeting, together with the form proxy and the management information circular have been provided as applicable to each Director of the company, the auditors of the company and the security holders of the company of record as at the close of business on December 19, 2024 being the record date for the meeting. Affidavits of mailing have been provided, and I direct that the affidavit be annexed to the meeting, minutes of the meeting. Accordingly, unless there are any objections, I will dispense with the reading of the notice of meeting. The company has received the results of the proxies up to the proxy voting deadline of 10:00 a.m. Vancouver Time on February 4, 2025. And management will vote these proxies as directed. Prior to addressing the business of the meeting, I will ask the scrutineer to report the number of security holders present in meeting, present in person and the total number of shares and/or options they represent, together with the number of shares and/or options represented by proxy.

We have 128 shareholders holding in aggregate 82,702,670 common shares were voted by proxy in advance of the meeting or in person at the meeting. The total number of shares voted represents 55.43% of the issued and outstanding common shares. And 47 options holders holding an aggregate 2,346,152 options were voted by proxy in advance of the meeting or in person at this meeting. The total number of shares and options voted represents 56.12% of the issued outstanding shares and options.

Since there is a quorum present, I declare that the meeting is duly and appropriately constituted for the transaction of business. I direct that the scrutineer's complete report on attendance be annexed to the minutes of the meeting. To expedite matters, as chair of the meeting, I will be making the motions to be put forth at this meeting and such motions need not be seconded. Motions, once proposed, will be followed by discussion from the floor, if any. I would like to take a moment to comment on the voting procedures to be used at today's meeting. Voting on all matters of business of this meeting will be -- will proceed by way of ballot. Only registered shareholders and option holders as of the record date for the meeting or duly appointed proxy holders who are present in person at this meeting are permitted to vote during this meeting. Any nonregistered shareholder or security holder attending the live webcast will not be able to vote during this meeting. If you have already voted by proxy, please do not vote again during this meeting as it will revoke your previous vote. For the registered shareholders and option holders who are in attendance and have not voted in advance of the meeting or for proxy holders who are in attendance at the meeting, voting will be by way of ballot. The registered shareholders, option holders and proxy holders receive ballots upon checking in and have returned their completed ballots to the scrutiny. The sole item of business for this meeting is a special resolution approving the plan of arrangement involving Silvercrest and Coeur Mining, as more particularly described in the management information circular dated January 8, 2025. Before we proceed further, I would like to ask the secretary to briefly describe an administrative amendment to the plan of arrangement that was made yesterday by the parties to the arrangement agreement.

Prior to this meeting and through the course of closing preparations, it was discovered that an amendment to the plan of arrangement was necessary in order to enable Coeur mining to proceed with the amalgamation of SilverCrest and its Canadian subsidiary, as contemplated in Section 2.3 Sub H of the plan of arrangement on the calendar day rather than the business day immediately following the effective date of the arrangement. The parties also amended the effective time of the arrangement to 8 a.m. Eastern Time or 5:00 a.m. Pacific Time on the effective date. These amendments are administrative in nature in order to allow Coeur Mining and SilverCrest to better implement the plan of arrangement. The parties have entered into an amendment to the arrangement agreement to affect these updates. I will turn it back to the Chair to proceed with the approval of the arrangement resolution. .

In order to become effective, the arrangement resolution must be approved by at least 66.66% of the votes cast by shareholders present in meeting or represented by proxy and entitled to vote at the meeting. 66.66% of the votes cast by shareholders and option holders voting together as a single class present in person or represented by proxy and entitled to vote at the meeting. And a simple majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting, excluding the votes cast by persons in accordance with Multilateral Instrument 61-101. Unless there is an objection, I will dispense with reading the arrangement resolution, the full text of which is set forth in Appendix A to the management information circular. I now move for the approval of the arrangement resolution. Are there any questions? Hearing none, based on the scrutineers' report on voting, I confirm that a sufficient number of votes have been cast in favor of the arrangement resolution. Accordingly, I declare that the arrangement resolution motion has been duly carried by the requisite majorities. I direct that the scrutineers report on the vote can be included with the minutes of this meeting. That concludes the formal business of this meeting. As there are no other business that have been validly brought before the meeting, I declare the meeting to be terminated. I will now turn it over to Eric Fier, the Chief Executive Officer and Director of SilverCrest for a closing message.

Thanks, Anna. With the business of the shareholder meeting now resolved, I'd like to take this opportunity to thank all of you -- for all of your support of SilverCrest Metals. What we've achieved would not have been possible without the amazing support of all of our stakeholders our Board, our employees, our contractors, communities, service providers and, of course, our dedicated and supportive shareholders. Taking Las Chispas from Discovery through to a successful mining operation on the time line that we did and as successfully as we did is a unique feat in this industry and one that I will forever be proud of. I'm excited for what comes next and for the operation as Coeur takes it over, and it's in their portfolio. Together, we are positioned to build a leading global company, and I look forward to remaining involved through my role as a Director of Coeur. Thank you for joining us today. And for those attending online, you may now disconnect.