Americas Gold and Silver Corporation (TSX:USA)
Canada flag Canada · Delayed Price · Currency is CAD
7.75
-0.32 (-3.97%)
Apr 28, 2026, 4:00 PM EST
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AGM 2024

Jun 25, 2024

Darren Blasutti
CEO, Americas Gold and Silver Corporation

Good morning, everyone. Welcome to the Americas Gold and Silver Corporation Annual and Special Meeting of Shareholders. To inform everybody who's either on the computer or on phone, that you'll be muted throughout the, throughout the AGM proceedings. The meeting will now come to order. Good morning, ladies and gentlemen. Welcome to this annual and special meeting of Americas Gold and Silver Corporation. My name is Darren Blasutti, and I'm a director, and the President and CEO of Americas Gold and Silver, and I will be presiding today as chairman of the meeting. This annual meeting is being held with physical in-person access and participation limited to shareholders and duly appointed proxy holders.

The company has provided a Zoom webinar in order for shareholders who aren't able to attend the meeting in person to be able to listen to the meeting proceedings by phone or on their computers. Please note that the webinar and phone lines will be muted for the duration of the meeting. I will now begin with the appointment of Secretary and Scrutineer. With your approval, I will ask Peter McRae, Senior Vice President of Corporate Affairs and Chief Legal Officer, to act as Secretary of the meeting, and Computershare Investor Services, through its representatives, to act as scrutineer for this meeting, 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 of those present, shareholders present in person or by proxy have been recorded. In view of the need to attend to a number of formal matters, certain shareholders have volunteered to move, and second resolutions were required in order to facilitate the handling of the formal matters. Each holder of common shares or their proxy is entitled to one vote per share held. I will now give notice to the meeting. I will ask Peter McRae, as Secretary of the meeting, to deal with certain formal matters concerning the meeting.

Peter McRae
SVP of Corporate Affairs and Chief Legal Officer, Americas Gold and Silver Corporation

Notice calling this meeting accompanying Management Information Circular, dated May 21.

Darren Blasutti
CEO, Americas Gold and Silver Corporation

I think probably better if you come up over here, maybe a little closer. I'm not sure they can pick you up on the mic here.

Peter McRae
SVP of Corporate Affairs and Chief Legal Officer, Americas Gold and Silver Corporation

Start again. The notice calling this meeting, accompanying Management Information Circular, dated May 21, 2024, and 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 6, 2024, as the record date for the determination of shareholders entitled to notice, and to vote at this meeting, and any postponements thereof. Management Information Circular was posted online under this company's SEDAR profile at sedar.com, company's EDGAR profile at sec.gov, and on 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.

Darren Blasutti
CEO, Americas Gold and Silver Corporation

I will 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.

Peter McRae
SVP of Corporate Affairs and Chief Legal Officer, Americas Gold and Silver Corporation

Mr. Chairman, I so move.

Speaker 3

Mr. Chairman, I second the motion.

Darren Blasutti
CEO, Americas Gold and Silver Corporation

All those in favor, please so signify. Contrary, if any? I declare the resolution carried. I would now ask the Secretary to please advise the meeting as to the results of the Scrutineer's report on attendance.

Peter McRae
SVP of Corporate Affairs and Chief Legal Officer, Americas Gold and Silver Corporation

The Scrutineer's report reads as follows: 3 shareholders present, representing 1,152 shares, 96 proxy holders present, representing 108,291,405 shares, 99 management proxies received, representing 108,292,557 shares. The total issued outstanding as at the record date of 251,019,930. Percentage of vote of of outstanding shares represented at the meeting is 43.14%. I'm 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 received, all items of business today have received a majority of the votes in favor. Accordingly, for expediency, we'll move through the motions, and resolutions, and questions quickly.

Darren Blasutti
CEO, Americas Gold and Silver Corporation

Thank you, Peter. 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 this notice of meeting, the scrutineer's final report, be annexed to the minutes of this meeting as a schedule. Now, I'll move on to the annual financial statement. So I'd now like to present to the meeting the audited financial statements of the company for the fiscal year end, December 31, 2023, 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-end December 31, 2023, together with the auditor's report thereon. We will dispense with the reading of the auditor's report. Election of the directors of the company. We'll 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 Canadian Business Corporations Act. The Canadian Business Corporations Act requires that for elections at which there is only one candidate nominated for each position available on the board, shareholders vote for or against individual directors, and each candidate is elected only if they receive a majority of votes cast in their favor.

Majority 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 now have a motion for the nominee of the, nomination of the eight nominees?

Peter McRae
SVP of Corporate Affairs and Chief Legal Officer, Americas Gold and Silver Corporation

Mr. Chairman, I move that those persons specified in the Management Information Circular, namely, Darren Blasutti, Christine Carson, Alex Davidson, Alan Edwards, Bradley Kipp , Gordon Pridham, Manuel Rivera, 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.

Speaker 3

Mr. Chairman, I second the motion.

Darren Blasutti
CEO, Americas Gold and Silver Corporation

According to the advance notice provisions for our bylaws, no further nominations may be received at this time. Therefore, I declare the nominations closed. May I request a motion that the eight individuals nominated as directors of the company be so elected?

Peter McRae
SVP of Corporate Affairs and Chief Legal Officer, Americas Gold and Silver Corporation

Chairman, I so move.

Speaker 3

I second the motion.

Darren Blasutti
CEO, Americas Gold and Silver Corporation

There are no comments. It is now time 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 hands. 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 the shareholders, or until the auditor is removed from office or resigns and their successor is appointed, and that authority be granted to the board of directors to fix the remuneration of the auditors.

Peter McRae
SVP of Corporate Affairs and Chief Legal Officer, Americas Gold and Silver Corporation

Chairman, I so move.

Speaker 3

Mr. Chairman, I second the motion.

Darren Blasutti
CEO, Americas Gold and Silver Corporation

There are no comments. It is now in order to vote on the motion. The motion for this resolution will take place by a show of hands. All those in favor, please signify by raising your hands. Contrary, if any. Motion carried. Next item of business is the approval of issuance of up to 27.5 million common shares, which is in excess of 25% of the issued and outstanding common shares of the company, issuable upon the retraction of the convertible debentures.

Peter McRae
SVP of Corporate Affairs and Chief Legal Officer, Americas Gold and Silver Corporation

Chairman, I so move.

Speaker 3

Chairman, I second the motion.

Darren Blasutti
CEO, Americas Gold and Silver Corporation

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, in favor, please signify by raising your hand. Contrary, if any. That motion is carried. 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. We will now be proceeding with a short address to shareholders and a management presentation. There're some few forward-looking statements, so please make sure that all shareholders and all people attending the meeting please read the disclosure statement provided above in the presentation. Obviously, this dispenses with, the meeting dispenses with the 2023 year.

I think it was a difficult year for all, shareholders of any company in the mining space, especially difficult for silver companies, as, you know, the valuations of most silver companies, dropped quite precipitously over the course of 2023. Despite that, we have a great list of shareholders. Our market capitalization today is around CAD 100 billion, right, significantly, you know, lower than we would anticipate, given the assets we have. We have roughly 256 billion shares outstanding, but our shareholder base continues to be strong, with almost 50%, institutional and large institutions. Sorry, just go back.

Back to the beginning and start again. After sorry. That's fine. That's fine. Trust me. Yeah, sure. And then the entire screen. I was thinking it's entire screen. Yeah. Yeah. And then, go back to, yeah, that's fine. That's fine. It's all sort of . Thanks, mate.

So I think you can see the screen now. We've got some great shareholders, and they have been supportive throughout this. They believe that the assets of the company can be worth significantly more than they are today. And, you know, we've been spending quite a bit of time in 2024 getting ready to kinda change the trajectory of the company. We fully believe in the assets and the team that we've put in place. Talk a little bit about where we're going. I think the most important thing that's occurring in the company is that we're transitioning in through 2024 and into the beginning of 2025.

We believe by the end of Q2 2025, we'll be well over 80% silver revenue. I think that's a significant change for the company. We'd previously been mining a lot of base metals, a lot of zinc and lead, which we'll continue to do over the next year or so as we transition EC120 at Cosalá. We believe we will have most of our revenue will come from silver, and then a bit from copper, and from lead, and zinc will no longer be mined as we get into Q3 next year. The Galena Complex has a massive amount of silver resources, and 100%, this is over 200 million oz of silver in all three categories. We've been ramping up the silver production.

You know, in 2021, we were only around 670,000 oz there. We expect to ramp up this year somewhere between 1.8 million oz and 1.9 million oz, and we expect that to continue to grow through 2025 and 2026. We expect resource growth. We're working on a new resource model that'll come out at the end of June this year or will start at June 30, 2024. Again, we think that the Galena Complex will grow its P&P, proved and probable reserves, and its M&I resources, and we continue to add every day.

We have three drilling teams working at Galena, on two 10-hour shifts a day, drilling out lots of new prospective ounces that we can get mining, especially as we see higher prices. So Galena's in good hands. We've changed management there. We've done a lot of work. Given this large resource base, we put in a lot of money, and the next big decision, which will be coming in July, is to start to finish the Galena Shaft repair. On the Cosalá operations, as I said a little bit earlier, which has just a high-grade silver, copper mineralization. With the EC120 start, we have been working with a large international trading group that will give us the cash that we believe we need to start EC120, yeah, early in the third quarter.

And again, that will transform the company, we believe, by April or May next year, where we're producing, you know, somewhere between 2.5 million oz and 3 million oz per annum at Cosalá. So a lot more silver, which again, gets to our transition, to over 80% silver revenue. If you look at the chart on the bottom of the screen, you can see how many ounces we have in resource of silver, gold, zinc, lead, and copper. So all of the majority of those, with the exception of the gold at Relief Canyon here, are, you know, reasonably permitted and in production, and we're gonna grow that production, we think, materially over the next couple of years, and the focus is to not be a polymetallic company anymore. It's to be a silver company as we go forward.

We talk about our leverage to silver. Silver is currently about 78, 79 to 1. But what's interesting where we are today is we're, you know, we've got two mines that are operating. They're transitioning to higher production and more silver, but we trade at a very small $0.36 per silver resource and 0.3x or less based on our consensus NAV estimates. So as we work through, you know, higher silver prices and getting our balance sheet fixed up and getting this new production out, we think that we're gonna move towards emerging, and so, and the NAVs of emerging and senior silver producers.

From our 0.3x, we think we can rerate definitely to 0.6x by the time we get EC120 on, and as we show and deliver capital, or deliver operating cash flow and free cash flow as we get into next year, I think that will be very attractive for our shareholders. But we're very leveraged to silver. We're gonna be one of the few companies a year from now that has as much silver revenue. There'll be very few companies that have as much silver revenue percentage as we do. We think that's a major change from what we've been doing. We've left our best silver grades, our highest silver grades in the ground for better silver prices, and now we have it. Just to look at some recent developments since the beginning of the year, you can see where metal prices have gone.

Obviously, all of these prices fluctuate up and down quite materially, but if you look between January 1st and May 31st, silver is up 30%, zinc's up 18%, lead's up 9%, and copper's up 18%. They're all probably, you know, moving up and around, and sometimes a little lower than that, sometimes a little higher. That manages three things. It's allowing us to actually generate operating profits at the operations. It's allowed us to reduce negative working capital balances and improve our balance sheet, and it's allowing those projects, like the Galena Shaft repair and the EC120 project, to be moved forward with some help of some external financing that we're working on today. That's been very important, the change in metal price. As you know, we've seen a little bit movement in the share price.

I think you'll see more of that as people see the leverage in the company and all of these metals companies to these higher prices as we go forward and we report our Q2 results. What else have we done? We've hired a world-class Chief Operating Officer to lead our technical team and prove operating assets. He was the former COO of Equinox Gold, Pretium Resources, and New Gold. He has a ton of underground narrow vein mining experience. He built the Brucejack Mine, which is one of the highest grade vein gold mines in the world, and he's already brought in new senior management to the Galena Complex as well as the corporate office. We've got a new general manager at Galena.

We've got a new corporate VP, secretary of environmental, got a new mine superintendent coming in in the next few weeks, and we've hired a new environmental superintendent. So all of these things are going on at the mine site as we're starting to build up production at Galena, with higher silver prices. And I know Jim Currie is, you know, genuinely excited about the quality and the growth of the assets. He realizes that we're kind of at that 85%-90%. We've done all the hard work, seen prices come, and now we're able to build these mines out. So we're quite excited about that.

Of course, the transition to primary silver, that's been approved by the board, and again, as EC120 comes on and is fully operational at the end of Q2 next year, we'll be, I mean, almost at 85% silver revenue. So that's very exciting based on today's prices. So, you know, as we look forward, we think the future is much brighter than it's been. It's been a, you know, obviously, a very difficult time for silver producers and, you know, it's still difficult. I won't say that it's that it's easy but, you know, with a change from 23 to 29, it's changed the internal view of what the company can do and get done and how much silver it can bring on. It hasn't happened in the silver price yet, we haven't or in our share price yet.

We haven't seen that real movement, but I expected that we will see a lot of these companies move when the Q2 results come out in August, as people start to see the leverage that's been created by these higher prices. So I look forward to that. I'm energized. I think the team that's here that works for the shareholders is energized by the change in silver price and, you know, we're working hard to create shareholder value for everyone here. And it starts with higher prices, getting out more silver out of the ground, getting operating profits at the mine levels. That will translate eventually into operating profits or profits at the corporation level.

So we're excited about that, and we've got a lot of work ahead of us, but we've got the team to execute it. So with that, I want to thank all shareholders for their patience and perseverance. It's been a very difficult time, and with that, I'd like to thank you for your attention and your attendance at this AGM. Should anyone intending, or in person, or on the phone, or on the webinar, have questions or comments about, on the company, please reach out to management, to our investor relations, to Stefan or myself. Our contact information is available on our website. And thank you again, and enjoy the rest of your day.

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