Good morning, ladies and gentlemen. Welcome to the 2022 annual general meeting. At this time, all lines are in listen only mode. If at any time during this call you require immediate assistance, please press star zero for the operator. Please note this call is being recorded. I'd now like to turn the conference over to Darren Bisutti, Director, President, and Chief Executive Officer of Americas Gold and Silver. Please go ahead.
Great. Thank you, operator. The meeting will now come to order. Good morning, ladies and gentlemen. Welcome to this annual and special meeting of the Americas Gold and Silver Corporation. My name is Darren Bisutti, and I am Director and President, Chief Executive Officer of Americas Gold and Silver, and I will be presiding as chairman of today's meeting. As part of our efforts to reduce the spread of COVID-19, this annual and special meeting is being held by physical in-person access and participation limited to registered shareholders and duly appointed proxy holders. The company has provided a conference line in order for shareholders who are unable to attend the meeting in person to be able to listen to the meeting proceedings by phone. Please note that phone lines will be muted for the duration of the meeting. Appointment of Secretary and Scrutineer.
With your approval, I will ask Peter McRae, Senior Vice President, Corporate Affairs, and Chief Legal Officer, to act as Secretary of the meeting and Computershare Investor Services Inc., through its representatives to act as Scrutineer for this meeting to report on the number of shareholders present in person and the number of shares represented in person or by proxy at the meeting, and to report on the votes cast in connection with the business of the meeting. In order that we may have a complete record, those present shareholders in person or by proxy have been recorded and all participants by phone have been re-registered upon entry to the meeting. In view of the need to attend a number of formal matters, certain shareholders have volunteered to move, and second resolutions are required in order to facilitate the handling of these formal matters.
Each holder of common shares or by proxy is entitled to vote one per share held. I will now ask Peter McRae, as Secretary of the meeting, to deal with certain formal matters concerning the meeting.
Thank you, Darren. The notice calling this meeting, accompanying management information circular dated May 17th, 2022 , and the form of proxy were distributed to shareholders of Americas Gold and Silver Corporation in accordance with applicable law. The board of directors adopted resolutions, which provided that this meeting be held today, and which fixed the close of business on May 17th, 2022 , as a record date for determination of shareholders entitled to notice of and to vote at this meeting and any postponements thereof. The management information circular was posted online under the company's SEDAR profile at SEDAR, the company's EDGAR profile at SEC, and the company's website. Additional copies are available at this meeting.
Proof of proper service of these documents has been filed with me, and I direct that a copy of each of these documents, together with proof of service, be retained with the records of this meeting.
Thank you, Peter. I'll now ask for a motion that the reading of the notice of this meeting be dispensed with and that the reading of the proof of service of such notice, the management information circular and the form of proxy also be dispensed with.
Mr. Chairman, I so move.
Mr. Chairman, I second the motion.
All those in favor, please so signify. Contrary, if any? I declare the resolution carried. I now ask that the Secretary to please advise the meetings as to the results of the scrutineer's report on attendance.
Scrutineer's report reads as follows. One shareholder in person representing 20,400 shares, 109 shareholders by proxy representing 75,250,689 shares. 110 total shareholders holding 75,271,089 shares. With the total issued and outstanding as of the record date of 180,543,353 shares, and the percentage of those outstanding shares represented at this meeting is 41.69%. I am advised by the scrutineer that all ballots have already been submitted by duly appointed proxy holders and registered shareholders who are entitled to vote at the meeting.
As well, based on the preliminary report from the scrutineer of the proxies and ballots received, all items of business today have received the majority of votes in favor. Accordingly, for expediency, we will move through the motions and resolutions and questions quickly.
Thank you. As a result, I declare that the requisite quorum is present, and I declare the meeting to be properly constituted for the transaction of business for which it has been called. I direct that the confirmation and mailing of the notice of meeting and the scrutineer's final report be annexed to the minutes of this meeting as a schedule. I would like to now present to the meeting the audited financial statements of the company for the fiscal year ended December 31st, 2021, together with the auditor's report thereon, both of which were made available to shareholders upon request and on SEDAR. Additional copies are also available at this meeting and on the company's website. I now place before the meeting the audited financial statements of the company for the fiscal year December 31st, 2021, together with the auditor's report thereon.
We will dispense with the reading of the auditor's report. We will now proceed with the next item of business, the election of eight individuals to serve as directors of the company unless the office is earlier vacated in accordance with the general bylaw of the company and the Canada Business Corporations Act. The board of directors has adopted a policy regarding majority voting in the election of directors. Accordingly, as described in the Management Information Circular for this meeting, shareholders are provided with the opportunity to vote for each director or withhold their vote on an individual basis. The Management Information Circular lists eight nominees for election as directors of the company. If elected, these nominees will hold office until the next annual meeting of shareholders, or until their successors are elected or appointed in accordance with the articles and bylaws of the company.
May I have a motion to set the number of directors at eight and for the nomination of the eight nominees?
Mr. Chairman, I move that the number of directors be set at eight, and those persons specified in the Management Information Circular, namely Darren Bisutti, Christine Mertz, Alex Davidson, Alan Edwards, Bradley Kipp, Gordon Pridham, Milo O'Mara, and Lorie Waisberg, be nominated as directors of the company to hold office until the next annual meeting of shareholders, or until their successors are elected or appointed in accordance with the articles and bylaws of the company.
Mr. Chairman, I second the motion.
In accordance with the advance notice provisions of our bylaws, no further nominations may be made at this time. Therefore, I declare the nominations closed. May I request a motion that the eight individual nominated as directors of the corporation be so elected.
Mr. Chairman, I so move.
I second the motion.
If there are no comments, it is now in order to vote on the motion. The vote for this resolution will take place by a show of hands. All those in favor, please signify by raising your hand. Contrary, if any. Motion carried. The next item of business is the appointment of the auditors. I will now ask for a motion that PricewaterhouseCoopers LLP, Chartered Accountants, Toronto, Ontario, be appointed auditors of the company until the next annual meeting of shareholders, or until the auditors are removed from office or resigns and their successors appointed, and that authority be granted to the board of directors to fix the remuneration of the auditors.
Mr. Chairman, I so move.
Mr. Chairman, I second the motion.
If there are no comments, it is now in order to vote on the motion. The vote for this resolution will take place by a show of hands. All those in favor, please signify by raising your hand. Contrary, if any. The motion is carried. I will now turn to the resolution reapproving the deferred share unit plan of the company, including certain amendments to the plan as set forth in the circular. The full text of the deferred share unit plan is set out in Schedule B, attached to the Management Information Circular, and the full text has been available to the shareholders upon request and on SEDAR. In order to be approved, the DSU plan resolution must be approved by a majority of the votes at this meeting.
The text of the DSU plan resolution respecting the reapproval of deferred share unit plan of the company, including certain amendments to the plan as set forth. The circular is set out at page 32 of the Management Information Circular accompanying the notice of this meeting. If there are no questions, may I have a motion on this matter of business.
Mr. Chairman, I move that the DSU plan resolution be passed as an ordinary resolution of shareholders of the company, as more particularly set out on page 32 of the Management Information Circular.
Mr. Chairman, I second the motion.
If there are no comments, it is now in order to vote on the motion. The vote for this resolution will take place by a show of hands. All those in favor, please signify by raising your hand. Contrary, if any. That motion is also carried. I will now turn to the resolution reapproving the restricted share unit plan of the company. The full text of the share unit plan is set out in Schedule C, attached to the Management Information Circular, and the full text has been available to all shareholders upon request and on SEDAR. In order to be approved, the resolution must be passed by a majority of the votes cast at this meeting.
The text of this resolution respecting the reapproval of the restricted share unit plan of the company is set out at page 35 of the Management Information Circular accompanying the notice of this meeting. If there are no questions, may I have a motion on this matter of business?
Mr. Chairman, I move that the RSU plan resolution be passed as an ordinary resolution of shareholders of the company, all as more particularly set out on page 35 of the Management Information Circular.
Mr. Chairman, I second the motion.
The meeting will now vote on the motion, which will be completed by ballot. If there is any other registered shareholder or proxyholder present who has not completed the ballot upon registration or has received a ballot but has not yet submitted it to the scrutineer and is eligible to do so, please indicate so by raising your hand. If you have already filed a proxy and wish your vote to stand as noted in such proxy, you do not have to take a ballot. No hands raised. The scrutineers' report on the vote in respect of the reapproval of the company's restricted share unit as more particularly set out at page 35 of the company's Management Information Circular shows that the resolution has been duly carried, and accordingly, I declare that the company's restricted share unit plan be and is thereby continued in accordance with the motion.
I will now turn to the resolution reapproving the stock option plan of the company. The full text of the amended and restated stock option plan is set out in Schedule D, attached to the Management Information Circular, and the full text has been available to the shareholders upon request and on SEDAR. In order to be approved, the option plan resolution must be passed by a majority of the votes cast at this meeting. The text of the option plan resolution respecting the reapproval of the stock option plan of the company is set out at page 39 of the Management Information Circular accompanying the notice of this meeting. If there are no questions, may I have a motion on this matter of business.
Mr. Chairman, I move that the option plan resolution be passed as an ordinary resolution of shareholders of the company, all as more particularly set out at page 39 of the Management Information Circular.
Mr. Chairman, I second the motion.
Thank you. The meeting will now vote on the motion, which will be completed by ballot. If there is any other registered shareholder or proxyholder present who has not yet completed a ballot upon registration or who received a ballot but has not yet submitted it to the scrutineer and is eligible to do so, please indicate so by raising your hand. If you have already filed a proxy and you wish your vote to stand as noted in such proxy, you do not need a ballot. The scrutineers' report on the vote in respect of the option plan resolution, all as more particularly set out at page 39 of the company's Management Information Circular, shows that the option plan resolution has been duly carried, and accordingly, I declare the company's stock option plan be and is hereby reapproved in accordance with the motion.
This brings us to the conclusion of the formal business of this meeting. There being no further business, I now declare this meeting to be formally terminated.
Ladies and gentlemen, that concludes the call for today. We thank you for your participation, and I say please disconnect your line.