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

Hello, and welcome to the Annual and 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'll 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 Computershare and the company 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. During the meeting, we will have a question-and-answer session. If you log into the meeting as a shareholder or a proxy holder in it, 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 very pleased to be here today. With me in attendance today are Jody Kuzenko in her last engagement as President and Chief Executive Officer; and Andrew Snowden, Chief Financial Officer; Upon completion of today's meeting will assume the role of President and CEO as Jody enters retirement. Also in attendance are Adam Segal, the company's General Counsel and Corporate Secretary, Daniel Ricica, audit partner with KPMG, the company's auditor. 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 a live webcast, 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 will only have a certain amount of time to vote when the polls are open. In our capacity as shareholders in attendance at this virtual meeting to expedite the formal business, I will move and Mr. Segal will second all motions. We will now proceed with the formal portion of today's meeting. I now ask the Annual and Special Meeting of the Shareholders of the company come to order and I appoint Adam Segal 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. The matters to be considered at today's meeting are set out in the Management Information Circular of the company dated May 6, 2026, 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 notice and access notification that was mailed on or around May 14, 2026, a copy of the circular and other meeting materials are available under the company profile on the SEDAR+ website and on the company's website. The audited consolidated financial statements in the company for the fiscal year ended December 31, 2025, and related MD&A were filed on SEDAR+ and posted on the company's website. 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 the proper delivery of the notice calling this meeting of 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 this meeting is 2 persons present in person each being a shareholder entitled to vote at the meeting of a duly appointed proxy holder 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've been advised that the quorum requirements have been met, and I declare that this 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. Polls are now open. And at this point, all registered holders and duly appointed proxy holders who have properly logged in with their control number or invite code will be able to register their boats 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, 2025, 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 other 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 who are 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, Andrew Snowden, Caroline Donally, Jennifer Hooper, Jay Kellerman, Rosie Moore, Jacques Perron and Rodrigo Sandoval.

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 item of business relates to changing the name of the company from Torex Gold Resources Inc. to Torex Resources, Inc., which must be approved by not less than 2/3 of the votes cast at the meeting. I move that the approval of name change resolution, the full text of which is set forth on Page 10 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 all text of which is set forth on Page 10 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 vote. If you haven't voted already, please register your votes by clicking on the vote icon and sector 4 or withhold box 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 approval of name change resolution and the Say on Pay advisory registered votes by selecting the for or against buttons next to the resolution. We will provide registered shareholders and duly appointed proxy holders another 10 seconds to complete the electronic ballots. [Voting]

The electronic balloting will now be closed. When the voting page indicates the resolutions are closed, the 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 included with the minutes of this meeting. The formal items of business as set 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. Today, we save farewell to a very talented leader, Jody Kuzenko, was retiring as President and CEO of Torex after 8 years of exceptional service. I want to thank Jody for our unwavering dedication to creating lasting value for our shareholders while fostering a resilient and values-driven organization. Jody's numerous contributions to Torex have been foundational and will continue to have a lasting impact on our business and our team. On behalf of everyone at the company, we wish her the very best in this next chapter. As we say farewell Jody, we welcome Andrew Snowden as the company's new President and CEO. Since joining Toric in 2021, Andrew has done an impeccable job as CFO has played a pivotal role in the company's success. The Board has full confidence in Andrew and the executive team to lead the company through the next phase of continued growth and success. In closing, I would like to thank you, our shareholders, for your continued support and trust in us and I want to reiterate our commitment to generating meaningful and sustained value for all we choose to invest in us. As shareholders, we have such much to be proud of and the strong performance of the team we have entrusted to manage this business, and I would like to recognize the dedication and accomplishments of the entire Torex team. We continue to build a strong foundation for sustained growth in Mexico and beyond. That concludes today's meeting. Thank you all for joining us.

This concludes the meeting. You may now disconnect.