Hello, and welcome to the annual and special meeting of the 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 warrant to Computershare 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. During the meeting, we'll have a question and answer session. 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.
Thanks. 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 Executive Officer, Andrew Snowden, Chief Financial Officer, Mary Batoff, General Counsel and Corporate Secretary, are here with me and in attendance. Daniel Rusinka, 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 via 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. We will now proceed with the formal portion of today's meeting. To conduct 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. The matters to be considered at today's meeting are set out in the Management Information Circular of the company dated May seventh, 2025, which I will simply refer to as the circular, which was supplemented by a news release issued on May twenty-sixth, 2025.
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 16, 2025. 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, 2024 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 this meeting is two persons present in person, each being a shareholder entitled to a vote at the meeting or a duly appointed proxy holder holding or represented 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 this 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 we mentioned, voting today will be conducted by electronic ballot.
The 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 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, 2024, 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 advance bylaw notice. Accordingly, the only persons eligible to be nominated for election to the board of directors of the company are the following nominees who were 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. Rick Howes, Jody Kuzenko, Caroline Donally, Jennifer Hooper, Jay Kellerman, Rosie Moore, 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 two items of business relate to the company's share compensation arrangements, and each must be approved by not less than a majority of the votes cast at this meeting. The first of these items is the approval of the unallocated share units under the company's employee share unit plan. I move that the employee share unit plan resolution, the full text of which is set out on page 10 of the circular, be approved.
I second the motion.
The second of these items is the approval of the unallocated share units under the company's restricted share unit plan, and the amendment to this plan that was disclosed in the news release issued by the company on May 26, 2025. As set out in that news release, the resolution on page 11 of the circular is supplemented to include approval of the RSU amendment described in the news release, being the insertion of the words "amend this section 5.02" as a new subsection of the section 5.02 and the corresponding grammatical changes. Therefore, I move that the RSU plan resolution, the full text of which is not set out on page 11 of the circular with the addition of the RSU amendment, 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 11 of the circular, be approved.
I second the motion.
Are there any 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 auditors. For the other items of business, the employee share unit plan resolution, 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 10 seconds to complete the electronic ballots. 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 this meeting. The four 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.
Today, we say farewell to Roy Slack, who is stepping down from the board of directors after five years of outstanding service as an independent director, chair of our technical committee, and member of the Safety and CSR committee. I want to thank Roy for his wisdom and guidance, especially in terms of steering the progression of Media Luna projects since its inception. On behalf of everyone in the company, we wish him the very best in his future endeavors. In closing, I would like to highlight that as shareholders, we have much to be proud of in terms of the performance of the team we have entrusted to manage the business. I would like to recognize the efforts and accomplishments of Jody Kuzenko, President and Chief Executive Officer, the executive team, and the wider Torex management team.
As Chair of the Board, I am proud of what the company delivered in 2024, and I want to thank the team for their unwavering dedication to deliver excellence as we set the foundation for continued growth in Mexico and beyond. That concludes today's meeting. Thank you all for joining us.
This concludes the meeting. You may now disconnect.