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

Hello, and welcome to the Annual Special Meeting of Shareholders of Torex Gold Resources, Inc. 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 same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and want to Computeshare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] If you log into the meeting as a shareholder or proxy holder, you can submit questions or comments relevant to the business of the meeting at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Mr. Rick Howes, Chairman of the Board of Directors. Mr. Howes, the floor is yours.

Thank you. Good morning, ladies and gentlemen, and welcome to the Annual and Special Meeting of Shareholders of Torex Gold Resources Inc. I am Rick Howes, the Chairman of the Board of Directors; Jody Kuzenko, President and Chief Executive Officer; Andrew Snowden, Chief Financial Officer; and Mary Batoff, General Counsel and Corporate Secretary, are here with me and in attendance. Heather Cheeseman, audit partner with KPMG, the company's auditors, is also in attendance. We will begin with the formal part of the meeting, and then I will make a few closing remarks. As this meeting is being held virtually via live webcast, it is necessary to set out a few rules for the orderly conduct of the meeting. Questions on a motion can be submitted by any registered shareholder or duly appointed proxy holder by clicking on the Q&A icon on the virtual interface at any time. 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 duly appointed proxy holder in the message that is sent to us. 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. Voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders 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. When the polls open, click on the vote icon to register your vote. You only have a certain amount of time to vote when the polls are open. We will now proceed with the formal portion of today's meeting. To expedite the formal business, I will move and Mary will second all motions. I now ask that the Annual and Special Meeting of the shareholders of the company come to order, and 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 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 11, 2022, 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 19, 2022. 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, 2021, 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 meeting. Computershare has attested to the proper delivery of the notice calling this meeting. 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 present in person, each being a shareholder entitled to vote at the meeting or duly appointed proxy holder 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 scrutineers' report, and I direct that their formal report be attached to the minutes of this meeting as a schedule. As we mentioned, voting today will be conducted by electronic ballot. The polls are now open. And at this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control number or invite code will be able to register their votes by clicking on the vote icon. 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, 2021, 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 relating to or discussion of the company's audited financial statements and 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, the 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, 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 2 items of business, the approval of the unallocated share units under the employee share unit plan and under the restricted share plan, must be approved by not less than a majority of the votes cast at this meeting. I move that the employee share unit plan resolution, the full text of which is set out on Page 3 of the circular, be approved. I second the motion.

I second the motion.

I move that the restricted share plan resolution, the full text of which is set out on Page 4 of the circular, be approved.

I second the motion.

The next and final item of business is the 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 4 of the circular, be approved.

I second the motion.

Are there questions on any of the motions before the meeting? As there are no questions, we will move on to voting. If you haven't voted already, please register your votes by clicking on the vote icon and selecting the for or withhold buttons 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 items of business, the employee share unit plan resolution, the restricted share plan resolution and the say-on-pay advisory resolution register your votes by selecting the for or against buttons next to the resolution. We will provide registered shareholders and duly appointed proxy holders another 15 seconds to complete the electronic ballots. [Voting]

The electronic balloting will now be closed. When the voting page indicates the resolutions are closed, your votes will automatically be 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 the 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. But before we close the call, I would like to make a few remarks. I'm very pleased with the reelection of directors and look forward to continued work with each of them as we build our future in Mexico and beyond. We have an accomplished, skilled and diverse group of directors. And for the first time in our history, have achieved gender parity on our Board, something that we are very proud of as we continue to do our part to seek greater diversity within the mining industry. I want to extend my sincere appreciation to Frank Davis who has stepped down from the Board of Directors after more than a decade of outstanding service. I want to thank Frank for the wisdom and guidance he has provided over the years. He has been instrumental in building Torex into the company it is today. And on behalf of the entire Torex team, I wish him well in his retirement. And to our shareholders, I want to thank you for your continued trust and support as we transition into the next phase of the company. We are firing on all cylinders to create additional value and make the next decade of operations profitable for our shareholders and if there is any team that can deliver on this, it is ours. That concludes today's meeting. Thank you all for joining us.

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