SSR Mining Inc. (SSRM) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. My name is Mike Anglin, Chairman of the Board of Directors of SSR Mining. I would like to welcome you to the company's special meeting. The Board of Directors of the company has delegated to me the authority to lead today's special meeting. As this meeting is being held virtually, I would like to set out a few guidelines for its orderly conduct. [Operator Instructions] Any questions regarding procedural matters or directly related to the motions before the meeting shall be addressed after the presentation of all business items and before the polls are open for electronic voting. All other questions will be addressed during the question-and-answer session with Paul Benson; the President and Chief Executive Officer of the company, at the conclusion of the formal part of the meeting. When asking a question, please indicate your name and which entity you represent, if any. Voting on all matters will be conducted by electronic ballot. Only registered shareholders and duly appointed proxy holders who have not voted in advance of the meeting will be asked to vote after the presentation of all business items and the polls are open for electronic voting. [Operator Instructions] Importantly, if you are a registered shareholder or a duly appointed proxy holder and have already voted by submitting your proxy form in advance of the meeting, it is not necessary for you to vote again today. With those guidelines in mind, we will now proceed with the formal portion of today's meeting. I now ask that the company's special meeting come to order. For the purpose of this meeting, I appoint Adrian Dirassar, Vice President, Legal, General Counsel and Corporate Secretary of the company, to act as secretary. The company's registrar and transfer agent is Computershare Investor Services, Inc. For the purpose of this meeting, I appoint Computershare through its representatives to act as scrutineer of the meeting, to compute the vote to the polls taken at this meeting and to report to the Chairman. The purpose of today's meetings are set out in the notice of meeting of the company and the joint management information circular of the company and Alacer Gold dated June 2, 2020. Unless there are any objections, I will dispense with the reading of the notice of meeting. The scrutineer and Broadridge have provided confirmation that the meeting materials were mailed to shareholders on or about June 9, 2020, and the proper notice of the meeting has been given. Please note that copies of the meeting materials including the joint management information circular, are available on the company's website and under the company's profile on the SEDAR website. I have before me a preliminary scrutineer's report indicating that 251 shareholders have voted, with 76,150,063 common shares of the company by proxy, representing approximately 61.75% of the issued and outstanding common shares of the company. I therefore declare that a quorum of shareholders as required under the company's articles, is present and that the meeting is rightly called and properly constituted for the transaction of business. I will now deal with the business of the meeting. The company's articles provide that as Chairman, I may propose a motion and that no motions need to be seconded. In the interest of expediting the business of this meeting, I will move all motions to be proposed. The first item of business is to consider, and if deemed advisable, to pass with or without variation, an ordinary resolution, the full text of which is attached to Appendix A of the joint management information circular, authorizing the company to issue up to 96,873,955 common shares in the capital of the company in order to allow the company to acquire 100% ownership of Alacer pursuant to a plan of arrangement under Section 195 with the Business Corporations Act of Yukon in accordance with the arrangement agreement dated May 10, 2020, between the company and Alacer. All is more particularly described and set forth in the joint management information circular. I will refer to this resolution as the SSR Share Resolution. I now move that the SSR Share Resolution, the full text of which is attached Appendix A to the joint management information circular be approved without variation. The second item of business is to set the number of directors. It is anticipated that following the completion of the arrangement, the company's Board will be composed of 10 directors. It is therefore proposed to set the number of directors at 10, subject to the completion of the agreement. I move that the number of directors of the company be set at 10, conditional upon completion of the agreement. Unless there any questions on either of the motions before the meeting, we will now move to open the polls for electronic voting. I will pause momentarily for any questions. As mentioned, voting today will be conducted by electronic ballot. I will now take a moment to ask balloting be open to registered shareholders and duly appointed proxy holders. As a reminder, if you've already voted in advance of the meeting, it is not necessary for you to vote again today. The polls are now open and will be open for approximately the next 2 minutes. At this point, all registered holders and proxy holders who are properly logged in with their control numbers or username and wish to vote will be able to see on the screen all motions put forward at this meeting. Please register your vote by accessing the voting page and selecting the for or against buttons next to the motion to approve the SSR Share Resolution and the for or against buttons next to the motion to set the number of directors of the company at 10. We will provide registered shareholders and duly appointed proxy holders approximately one more minute to complete the electronic ballots. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. [Voting]

I now declare the polls closed. I would ask that the scrutineer compile a report regarding the results in voting on all business matters, and the results will be published by the company on SEDAR and by press release. I've been advised by the scrutineer that the majority of the ballots and proxies deposited for the meeting have been voted in favor of each of the foregoing resolutions of the meeting. I direct that the results of the poll be included with the minutes of this meeting. Thank you. The formal items of business as set out in the notice of meeting have now been dealt with. As there is no further business to come before the meeting, I declare the formal part of the meeting to be terminated. With the conclusion of the formal part of the meeting, we will now hold a question-and-answer session with Paul Benson, the President and Chief Executive Officer of the company. Paul?

Thanks, Mike. Good morning, ladies and gentlemen. [Operator Instructions] We'll now give you a moment to submit any questions. Okay. Seeing that we have no questions that have been submitted, this concludes the question-and-answer session and the end of our call. Thank you very much, everyone, for participating. Have a great day. Thank you.