Vista Gold Corp. (VGZ) Earnings Call Transcript & Summary

Good morning. The 2020 Annual General Meeting and Special Meeting of Vista Gold Corp. will now come to order. My name is Mike Richings. I'm Chair of the Corporation's Board of Directors, and I will act as Chair of this meeting. Due to the COVID-19 pandemic, we have made every effort to collect shareholders' votes by proxy ahead of this meeting and have provided a conference line for the shareholders that wish to listen to the proceedings. I've been advised that we have guests and shareholders joining us today via conference call. I would like to remind our shareholders and guests on the conference call that we are unable to take any votes over the phone. However, we will open the phone lines and endeavor to answer any questions from guests and shareholders at the conclusion of the meeting. I will ask Pamela Solly to act as Secretary of the meeting. I will also ask Marissa Beintema of Computershare Investor Services to act as scrutineer for the meeting. I have been advised that the notice calling this meeting, together with the management information and proxy circular and the form of the proxy, were mailed to the registered shareholders of the corporation in accordance with Canadian Securities regulations. Therefore, I conclude that this meeting is being properly called. With the consent of the meeting, the reading of the notice will be dispensed with. I have before me the scrutineer's report on the attendance, and I adopt the scrutineer's report and declare that a quorum is present. I now declare that this meeting is regularly called and properly constituted for the transaction of business. The minutes of the last general meeting of the shareholders of the corporation, which was the Annual General and Special Meeting held on May 2, 2019, are available for inspection. Unless there are questions arising from the minutes, I will consider the minutes as read and confirmed. On behalf of the Board of Directors, I have for presentation the annual report for 2019, which contains the corporation's audited financial statements and the auditor's report thereon for the fiscal year ended December 31, 2019. The annual report was provided to shareholders in accordance with the applicable regulatory requirements and copies are also available from the Secretary. Unless there are questions arising from the annual report, I will consider the annual report received by shareholders as submitted to this meeting. Each of the votes held at today's meeting will be conducted by way of a poll. We have no registered shareholders voting in person today and therefore, have been granted the power to vote 100% of the shares entitled to be voted at this meeting as proxy. All the resolutions have passed by substantial majorities. The voting majority that I hold by being named proxy holder prevails also in regards to the resolution to elect directors after excluding all withheld votes. As Chair, I will propose motions as per the notice of the meeting and in accordance with the articles of the corporation, no motion needs to be seconded. We'll now proceed to the nomination of the directors. The information circular for this meeting contains the names of and information about the 7 management nominees to the Board of Directors, each for a 1-year term until the corporation's next Annual General Meeting. Therefore, I nominate the following 7 persons to act as directors for the ensuing year. John Clark, Frederick Earnest, Durand Eppler, Deborah Friedman, Thomas Ogryzlo, Michael Richings and Tracy Stevenson. As there were no further nominations that have been made in accordance with the advanced notice provisions of the articles of the corporation, I now declare the nominations closed. We will now proceed with the election of the directors. It is proposed that John Clark, Frederick Earnest, Durand Eppler, Deborah Friedman, Thomas Ogryzlo, Michael Richings and Tracy Stevenson be elected as Directors of the Corporation. Accordingly, I move that such individuals be appointed each by a separate ordinary resolution as a Director of the Corporation for the ensuing year to hold office until the corporation's next Annual General Meeting, or until their successor is elected or appointed, unless their office is earlier vacated in accordance with the constating documents of the corporation or in accordance with the provisions of the governing corporate legislation. I have the results of the poll. With respect to the election of the directors, the scrutineer's report states that recorded vote is as follows: John Clark, 97.19% in favor; Frederick Earnest, 97.05% in favor; Durand Eppler, 97.18% in favor; Deborah Friedman, 97.13% in favor; Thomas Ogryzlo, 97.39% in favor; Michael Richings, 96.54% in favor; and Tracy Stevenson, 97.4% in favor. I declare John Clark, Frederick Earnest, Durand Eppler, Deborah Friedman, Thomas Ogryzlo, Michael Richings and Tracy Stevenson to be duly elected as Directors of the Corporation. The next item of business is the appointment of the auditors. It is proposed that Plante & Moran PLLC be reappointed as auditors of the corporation. Accordingly, I move that Plante & Moran PLLC be appointed as auditors of the corporation until the next Annual General Meeting or until a successor is appointed and that the remuneration of the auditors be determined by the Board of Directors through the Audit Committee. I have the results of the poll. I declare that the ordinary resolution appointing Plante & Moran PLLC as auditors of the corporation until the next Annual General Meeting or until a successor is appointed and providing that the remuneration of the auditors be determined by the Board of Directors through the Audit Committee has been passed by a majority of 98.73% of the shares voted at this meeting. The next item of the business is the advisory vote on executive compensation. Accordingly, I move to approve on an advisory nonbinding basis, the compensation of the corporation's named executive officers. The substance of this resolution is discussed in and in the form of the resolution to be passed is set out in the circular for the meeting. I have the results of the poll. I declare that the ordinary resolution to approve on an advisory basis the compensation of the corporation's named executive officers has been passed by a majority of 91.62% of the shares voted at this meeting. Is there any further business? All the business for which this meeting has -- was called has now been completed. Accordingly, I will now move to conclude this meeting. Given I -- given that I hold proxies for all of the votes eligible to be cast today, I hereby declare the motion carried and the Annual General Meeting of -- Annual General and Special Meeting of the Corporation duly concluded. I will now ask the operator to open the lines of the conference call to any questions or discussions.

[Operator Instructions] There are no questions over the phone lines at this time. I turn the call back over to Vista.

As there are no questions, I'd like to thank everyone for joining us today. On behalf of management, the Board and all of Vista's employees, I would like you for your -- I'd like to thank you for your continued support. Thank you, and please stay safe.

This concludes today's conference call. You may now disconnect.