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

Hello, and welcome to the Annual 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'll be deemed to represent and warrant to Computeshare and the corporation 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. [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, Chair 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'm Rick Howes, the Chair 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. Scott Parr, 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 the business items. When the polls open, click on the vote icon to register your vote. You will 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 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 Computeshare 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 10, 2023, which I'll simply refer to as the circular. The notice calling this meeting, the circular and a form of proxy were delivered to the shareholders via notice and access notification that was mailed on or around May 17, 2023. A copy of the circular and any 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, 2022, 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. Computeshare has attested to the proper delivery of the notice calling this meeting. Proof of service of such delivery has been provided to me by Computeshare. 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 a 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 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. 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 statement of the company for the fiscal year ended December 31, 2022, 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 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 director to serve until close of the next Annual Meeting of Shareholders; Richard Howes; Jody Kuzenko, Tony Giardini, Jennifer Hooper, Jay Kellerman, Rosalie Moore, Rodrigo Sandoval, Roy Slack.

I second the motion.

The next item of business is the appointment of auditors to the company. I move that KPMG LLP charter 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 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 out forth in Page 8 of the circular be approved.

I second the motion.

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

No, Chair. We haven't received any questions through the platform.

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 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]

Voting may be closed now.

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 will be concluded 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. Before we close the call, I would like to make a few remarks. I would like to start by acknowledging management and the entire Torex team and thank them for their consistent excellence in performance. 2022 was an exceptional year for the company, and set us up well for success in 2023 as we build our future in Mexico with the Media Luna project, while continuing to deliver strong production and cash flow out of ELG. I'm also very pleased with the reelection of directors and look forward to continuing to work with each of them. We have now completed a process that has been ongoing over the past 3 years to refresh, strengthen and diversify the competencies and skills of our Board. I have every confidence that we have the right group of individuals in place to provide the level of governance required to take Torex to the next level. I want to extend my sincere appreciation to Elizabeth Wademan, who has stepped down from the Board of Directors after 7 years of outstanding service. I want to thank Elizabeth for her long-standing commitment to guide the growth and success of Torex over the years. And on behalf of the company, I wish her all very best in her future endeavors. 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 and build one of the very best mining companies in the industry. Your trust in us matters as we maintain focus on generating significant value to our investors while making a positive impact on the lives we touch. That concludes today's meeting. Thank you all for joining us.

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