Sprott Inc. (SII) Earnings Call Transcript & Summary

May 5, 2023

Toronto Stock Exchange CA Financials Capital Markets shareholder_meeting 13 min

Earnings Call Speaker Segments

Ronald Dewhurst

executive
#1

Will step in and assume the role of Chair of the meeting. Mr. Arthur Einav, the Corporation's Corporate Secretary, will act as Secretary of the meeting. This year, we have made the decision to hold our annual meeting in a virtual-only format via this live audio webcast online. In order to make the best use of our time, I will move all motions, and I have been advised by Mr. George and Mr. Einav, each proxy holder in attendance today that each is prepared to second each of the motions I so move. Accordingly, unless there are any objections, I will not require motions to be seconded. As you may be aware, this morning, we announced our first quarter results. Our quarterly conference call to discuss those results took place earlier this morning, and a recording of the conference call is available on our website. Therefore, please limit any questions today to a discussion of the business of the meeting. With the consent of the meeting, I appoint Christopher de Lima from TSX Trust Company as scrutineer to report on the number of shareholders present and common shares represented at this meeting and to tabulate the votes on the ballot taken at this meeting and to report to me on these matters. Prior to the commencement of this meeting, the scrutineer filed a preliminary report on attendance. I've asked the scrutineer to deliver its formal report on attendance to the secondary. This year, the corporation used notice and access to deliver its annual financial statements and meeting materials and as a result of the notice of meeting, and the management information circular are accessible on Sprott's website and under Sprott's profile on SEDAR and EDGAR. I received the affidavits of publication of the record date for this meeting and of distribution of the notice and access notice and the proxy form. I direct that a copy of the notice together with proof of service be kept by the secretary with the records of the meeting. Accordingly, the reading of the notice of meeting will be dispensed with. I have received the scrutineers' preliminary report on attendance, which indicates there are a total of 294 shareholders either present in person or represented by proxy, holding an aggregate of 18,539,334 shares, which represents approximately 71.425% of the total issued and outstanding. The scrutineers' report shows that there are sufficient shareholders present or represented by proxy to constitute a quorum. I declare that the requisite quorum is present and that the meeting is properly constituted for the transaction of business. I direct that the scrutineers' report be annexed to the minutes of this meeting. I will begin with a few comments regarding procedural matters. Questions in respect of a motion may be submitted by shareholders or proxy holders of record using the designated Ask a Question icon on the left side of your web portal. You are encouraged to submit any comments or questions now or at any time during the formal discussion of the meeting's items of business. At the appropriate junctures of the meeting, comments or questions related to the business of the meeting will be read allowed by Mr. Einav before being addressed. Comments or questions that are redundant or that have inappropriate language or are otherwise unduly disrupted to the orderly conduct of the meeting will not be addressed. And general shareholders' questions are not part of the formal discussion of the meeting items of business will not be addressed. If during the course of the meeting, we encounter any technical difficulties with the webcast, please remain logged on, and we will resume as soon as practicable. Finally, I would like to remind everyone that today's meeting may include forward-looking statements. These statements are given as of today's date and involve risks and uncertainties discussed in our filings with security regulators. A number of factors and assumptions were applied in the formulation of such statements, and actual results could differ materially. For additional information with respect to forward-looking statements, factors and assumptions, we direct you to Sprott's public filings. Before we begin, I would also like to comment on the voting procedures for today's meeting. Only registered shareholders who held shares as of the meeting record date and those persons appointed as proxy holders are entitled to vote and participate at this meeting. Registered shareholders and duly appointed proxy holders who have logged into the TSX Trust virtual meeting platform with their control number and who have not voted and wish to vote during the meeting may vote. Voting on the applicable items of business to come before today's meeting will be conducted by a single electronic ballot. Once the voting has opened, you can click on to the voting button on the left of your screen. From there, the resolution and voting choices will be displayed. To vote, simply select your voting direction from the options shown on the screen. I will advise shareholders when the ballots will be closing. All items of business listed in the proxy circular to be voted on today require approval by way of an ordinary resolution. Once you have access the voting page, you may use the For or Withhold buttons next to the page of each -- next the name of each individual director nominee and next to the resolution appointing KPMG LLP as auditors of the corporation go for the For or Against buttons next to the other resolutions. I now declare the polls open on all resolutions. [Voting]

Ronald Dewhurst

executive
#2

The financial statements of the corporation for its fiscal year ended December 31, 2022, together with the report of the auditors thereon have been mailed or made available to the shareholders of the corporation. In accordance with the Business Corporations Act (Ontario), the financial statements are presented to the meeting, but no other action is required with respect to them. We will now proceed with the election of directors. The management information circular sets forth the background of each of the nominees and the qualifications considered in making direct denominations. The proposed nominees as listed in the circular are Graham Birch; Whitney George; Barbara Connolly Keady; Catherine Raw, Judith O'Connell, and myself, Ronald Dewhurst. Thank you to the nominees for agreeing to stand for election. I move to formally nominate as a director each of the proposed nominees as listed in the management information circular. As there were no nominations in accordance with the advanced notice requirements of the corporation's bylaw #1, I declare nominations closed. I also move to elect each of the 6 named individuals as directors of the corporation. As advised earlier, I will take such motions as seconded. The motion is now open for discussion. If you have a registered shareholder or a proxy holder of record and would like to discuss, please submit such a discussion by using the messaging service on your screen. I will pause for 10 seconds. And after 10 seconds, I would ask the moderator to read any applicable comments or questions.

Arthur Einav

executive
#3

Mr. Chairman, there are no comments or questions to be addressed.

Ronald Dewhurst

executive
#4

Thank you, Arthur. You are reminded to complete your ballot on this matter. The next item on the agenda is the appointment of the corporation's auditors. I move that a resolution be approved reappointing KPMG LLP as auditors of the corporation to hold office until the close of the next annual meeting or until a successor is appointed and to authorize the Board to fix their remuneration and terms of engagement and take such motion as seconded. The motion is now open for discussion. As before, I will pause for 10 seconds. And after 10 seconds, I would ask the Moderator to read any applicable comments or questions.

Arthur Einav

executive
#5

Mr. Chairman, there are no comments or questions to be addressed.

Ronald Dewhurst

executive
#6

Thank you, Arthur. You are reminded to complete your ballot on this matter. The next item on the agenda is consideration, and if thought advisable, pass with or without variation, an ordinary resolution to approve the unallocated awards under the corporation's employee profit sharing plan for non-U.S. employees as more particularly described in the company management information circular. I move that a resolution be approved and take such motion as seconded. The motion is now open for discussion. As before, I will pause for 10 seconds. And after 10 seconds, I would ask the moderator to read any applicable comments or questions.

Arthur Einav

executive
#7

Mr. Chairman, there are no comments or questions to be addressed.

Ronald Dewhurst

executive
#8

Thank you, Arthur. You're reminded to complete your ballot on this matter. The next item on the agenda is consideration, and if thought advisable, pass with or without variation an ordinary resolution to approve the unallocated awards under corporation's equity incentive plan for U.S. service providers as more particularly described in the company management information circular. I move that a resolution be approved and take such motion as seconded. The motion is now open for discussion. As before, I will pause for 10 seconds. And after 10 seconds, I would ask the moderator to read any applicable comments or questions.

Arthur Einav

executive
#9

Mr. Chairman, there are no comments or questions to be addressed.

Ronald Dewhurst

executive
#10

Thank you, Arthur. You are reminded to complete your ballot on this matter. For shareholders who have not completed their electronic ballot, you will now have 20 seconds to complete your electronic ballot. Once voting is completed, the scrutineers will compile the report regaining results of voting on all items of business and we will reconvene at that time. Once the electronic balloting closes, the voting page will disappear and your ballots will automatically be submitted. [Voting]

Ronald Dewhurst

executive
#11

The polls are officially closed.

Arthur Einav

executive
#12

Mr. Chairman, I'm reporting you on behalf of the scrutineers that all sufficient votes have been received for all items of business to pass.

Ronald Dewhurst

executive
#13

Thank you, Arthur, and scrutineers. Accordingly, with respect to the resolution regarding election of each of the individuals nominated as directors, I declare that each of the 6 nominees is elected as a director of the corporation. With respect to the resolution reappointing KPMG LLP as auditors of the corporation and authorizing the Board to fix their remuneration and terms of engagement, I declare this resolution carried. With respect to the resolution of approving the unallocated awards under the employee profit-sharing plan for non-U.S. employees, I declare this resolution carried. With respect to the resolution approving the unallocated awards under the equity incentive plan for U.S. service providers, I declare this resolution carried. Is there any further business? I will pause for 10 seconds. And after 10 seconds, I would ask the moderator to read any applicable comments.

Arthur Einav

executive
#14

Mr. Chairman, there is no further business.

Ronald Dewhurst

executive
#15

Thank you, Arthur. If you have any general questions about the corporation or his business, please do not hesitate to e-mail Mr. Glen Williams, the corporation's managing partner, Investor-institutional Client Relations and Head of Corporate Communications at gwilliams@sprott.com. There being no further business, I move that the meeting be terminated and take such motion as seconded. I declare the motion carried and the meeting terminated. Thank you for taking the time to join our meeting today.

Operator

operator
#16

Thank you for joining dominating the meeting. Bye, everybody.

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