Torex Gold Resources Inc. (TXG) Earnings Call Transcript & Summary

Hello, and welcome to the Torex Gold Resources Inc. Annual General and Special Meeting 2021. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Fred Stanford, Executive Chair of the Board. Mr. Stanford, the floor is yours.

Thank you, Olivia, and good morning, ladies and gentlemen, and welcome to the Annual and Special Meeting of the Shareholders of Torex Gold Resources Inc. My name is Fred Stanford. My role is Executive Chair of the Board. Rick Howes, Lead Director; Jody Kuzenko, President and Chief Executive Officer; Andrew Snowden, Chief Financial Officer; and Mary Batoff, General Counsel and Corporate Secretary, are in attendance. Heather Cheeseman, audit partner with KPMG, the company's auditors, is also in attendance. Following the conclusion of the formal part of the meeting, Rick Howes will make a few closing remarks. As this meeting is held virtually via live webcast, it is necessary to set a few rules for the orderly conduct of the meeting. Number one, questions on a motion can be submitted by any registered shareholder or duly appointed proxyholder using the instant messaging service of the virtual interface at any time. Number two, when you submit a question, the system will include your name, which entity you represent, if any, and whether you are a registered shareholder or a newly appointed proxyholder in the message that is sent to us. Number three, questions about procedural matters or directly related to the motions before the meeting may be addressed during the meeting. If you have already voted by submitting your proxy form or voting instruction form in advance of the meeting, it is not necessary for you to vote again today. Number five, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxyholders will be asked to vote on each business item, and a short time will be provided to finish recording your votes after the presentation of all business items. Number six, when you're asked to vote, the voting page will appear on the virtual interface. You only have a certain amount of time to vote when the polls are open. We will now proceed to the formal portion of today's meetings. To expedite the formal part of the meeting, I will move and Mary will second all motions. I now ask the Annual and Special Meeting of the Shareholders of the company come to order. I appoint Mary Batoff as secretary of the meeting. For the purposes of this meeting, I appoint Computershare Investor Services Inc., through its representatives, as the scrutineers to tabulate the votes of the polls taken at this meeting and to report on the results to the chair. The purposes of today's meeting are set out in the management information circular of the company dated May 18, 2021, which I will simply refer to as the circular. The notice calling this meeting, the circular and a form of proxy were delivered to the shareholders via a notice and access notification that was mailed on or around May 28, 2021. A copy of the circular and other meeting materials are available under the company's profile on the SEDAR website and on the company's website. The audited consolidated financial statements of the company for the fiscal year ended December 31, 2020, and related MD&A were filed on SEDAR and posted on the company's website. A copy was also mailed to anyone who requested the financial statements and related MD&A. Unless there is any objection, I will dispense with the reading of the notice of the meeting. Our transfer agent, Computershare, has attested to the proper delivery of the notice calling this meeting. Proof of delivery of such -- proof of service of such delivery has been provided to me by Computershare. I direct that a copy of the proof of service be attached to the minutes of this meeting as a schedule. A quorum for the transaction of business at the meeting is 2 persons in the meeting, each being a shareholder entitled to vote at the meeting or a newly appointed proxyholder holding or representing in the aggregate not less than 25% of the issued voting shares of the company. I have been advised that the quorum requirements have been met, and I declare that the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineer's report, and I direct that their formal report be attached to the minutes of this meeting as a schedule. As mentioned, voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be opened to registered holders and appointed proxyholders. The polls are now open. And at this point, all registered holders and proxyholders who have properly logged in with their control numbers or user name and wish to vote will be able to see on the screen all motions brought -- being brought forward at this meeting. We will now discuss each item of business on the agenda for today's meeting. As the first item of business on the agenda, I now present to the meeting the audited consolidated financial statements of the company for the fiscal year ended December 31, 2020, together with the auditor's report to the shareholders. As I mentioned earlier, copies of these documents were mailed to the shareholders who requested them, and they are available on the company's profile on the SEDAR website. We do not propose to read them to the meeting and no vote is required on them. Any questions related to or discussion of the company's audited financial statements and the auditor's report will be deferred until the question-and-answer period at the conclusion of the formal part of today's meeting. The next item of business is the election of directors. The company did not receive notice of any director nominations in connection with the meeting in accordance with its advanced notice bylaw. Accordingly, only persons eligible to be nominated for election to the Board of Directors of the company are the following nominees named in the circular. I therefore move that each of the following nominees be elected as a director to serve until the close of the next annual meeting of shareholders: Richard Howes, Jody Kuzenko, Franklin Davis, Tony Giardini, Jennifer Hooper, Jay Kellerman, Rosalie Moore, Roy Slack, Elizabeth Wademan.

I second the motion.

The next item of business is the appointment of auditors of the company. I move that KPMG LLP, chartered professional accountants, be appointed auditors of the company until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix their compensation.

I second the motion.

The next and final item of business is approval of the company's approach on executive compensation, often referred to as a say-on-pay advisory resolution. I move that the say-on-pay advisory resolution, the full text of which is set forth on Page 2 of the circular, be approved.

I second question.

Are there any questions on any of the motions before the meeting?

No questions have been submitted, Fred.

Thank you, Mary. As there are no questions, we will move on to voting. If you haven't voted already, please register your votes by accessing the voting page and selecting the for or withhold button next to the name of each proposed director and next to the resolution for the appointment of KPMG as the company's auditors. For the other item of business, the say-on-pay advisory resolution, register your votes by selecting the for or against button next to the resolution. We will provide registered shareholders and duly appointed proxyholders another 20 seconds to complete the electronic ballots. [Voting]

Once the electronic balloting closes, the voting page will disappear, and your votes will be automatically submitted. I have been advised that all of the resolutions have been passed. I ask that the scrutineer compile the report regarding the results of the voting on all business matters, and the results will be published on SEDAR and by press release. I also direct that the results of the poll be included with the minutes of this meeting. The formal items of business as set out in the notice of meeting have now been dealt with. And as there is no further business to come before the meeting, I declare the formal part of the meeting to be terminated. I will now turn the meeting over to Rick for our closing remarks.

Thank you, Fred. I'd like to welcome our 4 new directors, and I'm looking forward to working with the entire Board and the management team to continue to deliver excellent operational results and execute on our strategy to pursue long-term growth and value generation. At this time, I want to extend my appreciation to Robin Bienenstock for her insight over the past year and for her contributions toward advancing the company's strategy on ESG. And of course, it's a historic day for Torex with the retirement of Fred, the company's founding President and CEO; Michael Murphy, the company's co-founder; and Andrew Adams and David Fennell, who both serve for more than a decade on the Board of Directors. On behalf of the entire team, I extend my utmost gratitude to them for leadership and building Torex Gold into the successful and respected gold company it is today. With solid fundamentals in place and a clearly defined strategy going forward, Torex Gold is a company with a very promising future. That concludes today's meeting. Thank you all for joining us.

Ladies and gentlemen, this concludes the meeting. You may now disconnect.